SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx    Filed by a Party other than the Registrant¨

Check the appropriate box:

iSHARES TRUST

iSHARES, INC.iShares, Inc.

(Name of Registrant as Specified In Itsin its Charter)

(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)

Payment ofOf Filing Fee (Check the appropriate box):

iShares^®

iSHARES TRUST

iSHARES, INC.

iShares MSCI Austria Index Fund

iShares MSCI Netherlands Index Fund

Special Meeting of Shareholders

200 CLARENDON STREET45 Fremont Street

BOSTON, MA 02116San Francisco, CA 94105

May 23, 2005

                , 2007

Dear Shareholder:

A Special MeetingYou are cordially invited to attend a special meeting of Shareholdersshareholders (“Special Meeting”) of iShares, Trust and iShares, Inc. (the “Company”) which will be held at the offices of Barclays Global Investors, Bank & Trust Co.N.A., 200 Clarendon45 Fremont Street, Boston, Massachusetts 02116San Francisco, CA 94105 on July 14, 2005December 7, 2007 at 11:00 a.m., Eastern Time. Pacific time.

The enclosed Notice of Special Meeting and Proxy Statement describesCompany is asking you to approve the following proposals for which shareholder approval is being sought:proposals: (i) a change in the electioninvestment objectives of Board members overseeing the Fund(s) in which you are invested,iShares MSCI Austria Index Fund and the iShares MSCI Netherlands Index Fund (together, the “Funds” and each, a “Fund”); and (ii) the approval of changes to certain Funds’ fundamental investment policies and restrictions, and (iii) a change in the classification of certain Funds’each Fund’s investment objectivesobjective from a fundamental investment policiespolicy to a non-fundamental investment policies. Shareholders of the iShares MSCI Singapore Index Fund are also being asked to consider the approval of a new advisory contract.The proposal to elect Board members applies to shareholders of all Funds. The other proposals apply only to certain Funds, as specified in the Proxy Statement. Please review and carefully consider each proposal on which you are asked to vote.policy.

The Board of Trustees of iShares Trust and the Board of Directors of iShares, Inc. (collectively, the(the “Board”) have reviewed and unanimously approved the nominees to the Board and believe their election to be in the best interests of each Fund’s shareholders. The Board has also reviewed and approved the other proposals to be voted on by shareholders of the Funds and believes suchthese proposals to beare in the best interests of each Fund’sthe Funds’ shareholders. Accordingly, theThe Board recommends that you vote in favor of“FOR” each nominee and in favor of each of the other proposals.

proposal.

We encourage you to read the attached Notice of Special Meeting and Proxy Statement in full. In addition to the Proxy Statement, also enclosed is a short document entitled “Questions and Answers About the Proxy.”Statement. This documentinformation is designed to help you cast your vote as a shareholder of one or more ofunderstand the Funds,proposals, and is being provided as a supplement to, and not a substitute for, the Proxy Statement, which we urge you to review it carefully.

Whether or not you planYour vote is important. You are requested to attend the Special Meeting, please signpromptly vote your shares by completing, signing and returnreturning the enclosed proxy card in the postage prepaid envelope provided or voteby voting by toll-free telephone or through the Internet according to the voting instructions on the enclosed proxy card. We realize that this Proxy Statement will take time to read, but your vote is very important and we greatly appreciate your participation in this process.

Please call our proxy solicitor, Investor Connect,The Altman Group, at 1-800-358-3179 between the hours of 10:00 a.m. and 10:00 p.m., Eastern time, Monday through Friday, if you have any questions. Your vote is important to us, no matter how many shares you own.

Sincerely,

Lee T. Kranefuss

Chairman

iSHARES^® TRUST

iSHARES, INC.

200 CLARENDON STREETiShares MSCI Austria Index Fund

BOSTON, MASSACHUSETTS 02116iShares MSCI Netherlands Index Fund

Notice of Special Meeting of Shareholders

toTo be held July 14, 2005December 7, 2007

Notice is hereby given that a Special Meetingspecial meeting of Shareholdersshareholders of iShares Trust (the “Trust”) and iShares, Inc. (the “Company”) will be held at the offices of Barclays Global Investors, Bank & Trust Co.N.A., 200 Clarendon45 Fremont Street, Boston, Massachusetts 02116,San Francisco, CA 94105, on July 14, 2005December 7, 2007 at 11:00 a.m., Eastern TimePacific time (the “Special Meeting”). The Special Meeting is for the purpose of considering the proposals set forth below and to transact such other business as may properly be brought before the Special Meeting.following proposals:

The Board of Directors of the Company has reviewed and approved these proposals and recommends that you vote for each proposal. Only shareholders of the Trust and shareholdersFunds of the Companyrecord as of the close of business on April 25, 2005October 1, 2007 are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof.

PleaseWe request that you complete, sign and promptly return the enclosed proxy card.card as soon as possible. A postage paid envelope is enclosed for your convenience so that you may return your proxy card as soon as possible.convenience. You may also vote easily and quickly by telephone or through the Internet. To vote, please followInternet by following the instructions included on the enclosed proxy card. It is most important and inIf you do not return your interestproxy card or vote by telephone or through the Internet, the effect will be that your shares will not be counted for you to vote so thatpurposes of determining whether a quorum will beis present and a maximum number of shares may be voted.at the Special Meeting. You may revoke your proxy at any time prior to the Special Meeting.

iShares, Inc.

By Order of the Board of Directors,

Eilleen M. Clavere

Secretary

Dated:                 , 2007

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE PROXY

YOUR VOTE IS VERY IMPORTANT

More information about each of these proposals is contained in the attached Proxy Statement, which we encourage you to read carefully.

The current Advisory Agreement for the iShares MSCI Singapore Index Fund provides a reduced fee rate on Fund net assets in excess of designated asset level “breakpoints.” The proposed Advisory Agreement would permit the Fund to take advantage of fee breakpoints based not only on the Fund’s net assets, but on the aggregate net assets of the Fund and certain other Funds of iShares, Inc. While the Fund does not have sufficient assets to take advantage of the breakpoints set forth in the current Advisory Agreement, it is expected that the Fund will be able to benefit from the breakpoints in the proposed Advisory Agreement. This would result in the Fund paying a lower advisory fee. More information on the proposed Advisory Agreement is included in the attached Proxy Statement under Proposal 4. The current Advisory Agreement, marked to show changes against the proposed Advisory Agreement, is also included as Appendix C to the attached Proxy Statement.

We encourage you to vote through the Internet or by telephone, using the Internet address or phone number that appears on your proxy card. These voting methods will save a good deal of money. Whichever voting method you choose, please take the time to read the full text of the Proxy Statement before you vote.

iSHARES^® TRUST

iSHARES, INC.

200 CLARENDON STREET

BOSTON, MASSACHUSETTS 02116

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS TO BE HELDiSHARES, INC.

July 14, 2005iShares MSCI Austria Index Fund

iShares MSCI Netherlands Index Fund

This Proxy Statement45 Fremont Street

San Francisco, CA 94105

Special Meeting of Shareholders to be Held

December 7, 2007

General

Your proxy in the form enclosed is furnishedsolicited by the Board of Trustees of iShares TrustDirectors (the “Trust”“Board”) and the Board of Directors of iShares, Inc. (the “Company,” and collectively with the Trust, the “Companies”“Company”) in connection with the solicitation of proxies for use at the Special Meeting of Shareholders of the CompaniesCompany to be held on July 14, 2005,December 7, 2007, at 11:00 a.m., Eastern Time,Pacific time, or at any adjournment thereof (the “Special Meeting”), at the offices of Barclays Global Investors, Bank & Trust Co.N.A., 200 Clarendon45 Fremont Street, Boston, Massachusetts 02116.San Francisco, CA 94105. The close of business on April 25, 2005October 1, 2007 has been fixed as the record date (the “Record Date”) for the determination of shareholders of each of the iShares MSCI Austria Index Fund and iShares MSCI Netherlands Index Fund (each, a “Fund” and together, the “Funds”) entitled to notice of, and to vote at, the Special Meeting and at any adjournment thereof. It is expected that theThe Notice of Special Meeting, together with this Proxy Statementproxy statement and a Proxy Cardproxy card will be mailed to shareholders on or about May 23, 2005.October 8, 2007.

As of April 25, 2005, theThe approximate number of units of beneficial interest of the Trust and number of shares of the Company issued by and outstanding for each fundFund as of the Trust and each fund of the Company (each, a “Fund”) areOctober 1, 2007 is set forth in Appendix A. Each full shareShareholders will be entitled toreceive one vote at the Special Meeting for each full share and each fraction of a share will be entitled toreceive the fraction of a vote equal to the proportion of a full share represented by the fractional share.

If you do not expect to be present at the Special Meeting and wish to vote your shares, please vote your proxy (the “Proxy”) in accordance with the instructions included on the enclosed proxy card. If your Proxy is properly returned, sharesShares represented by itproxies received, properly dated and executed and not revoked will be voted at the Special Meeting in accordance with yourthe instructions for each proposal on which you are entitled to vote (a “Proposal”).the enclosed proxy. If your Proxyproxy is properly returned and no instructions are specified, on the Proxy with respect to a Proposal, the Proxyshares will be voted FOR the approval of such proposals outlined below under “Proposal 1: To Approve a Change in Each Fund’s Investment Objective” and “Proposal 2: To Approve a Change in the ProposalClassification of Each Fund’s Investment Objective from a Fundamental Investment Policy to a Non-Fundamental Investment Policy” and in accordance with the judgment of the persons appointed as proxies upon any other matter that may properly come before the Special Meeting. ShareholdersA proxy may change their Proxybe revoked at any time prior to the time they are votedbefore it is exercised by delivering a subsequently dated Proxy by mail, telephone or the Internet, no later than the start of the Special Meeting, a proxy properly executed and subsequently dated, or by voting at the Special Meeting.

If you wish to vote your shares or revoke a previous Proxy at the Special Meeting, and you own your shares through a bank, broker-dealer or other third party intermediary who holds your shares of record and you wish to vote your shares or revoke a previous proxy for those shares at the Special Meeting, you must request a legal proxy from thethat bank, broker-dealer or other third party intermediary. Any previously executed Proxyproxy will be revoked and your vote will not be counted unless you appear at the Special Meeting and vote in person or legally appoint another proxy to vote on your behalf.

Expenses

TheAll expenses of the Special Meeting will be borne by Barclays Global Fund Advisors (“BGFA”), the Companies.Funds’ investment adviser. The address of BGFA is 45 Fremont Street, San Francisco, CA 94105. The solicitation of Proxiesproxies will be largely by mail, but may include telephonic, electronic or oral communication by officers and

service providers of the Companies,Company, who will not be paid for these services, and/orand by Investor Connect,The Altman Group, a professional proxy solicitor retained by the FundsBGFA for an estimated fee of $500,000,$            , plus out-of-pocket expenses. The FundsBGFA will also reimburse brokers and other nominees for their reasonable expenses in communicating withforwarding solicitation materials to beneficial owners of shares held of record by such brokers and nominees will bear the person(s) for whom they hold sharesexpenses of the Funds and will incurpreparing, printing, legal and other costs.

costs and mailing this proxy statement.

Upon request, the CompaniesCompany will furnish to theirits shareholders, without charge, a copy of their respectivethe Funds’ annual report(s) and most recent semi-annual report(s). The annual report for each Fund may be obtained by written request to SEI Investments Distribution Co., 1 Freedom Valley Drive, Oaks, PA 19456 or by calling 1-800-iShares. The Companies are eachCompany is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and eachthe Company’s shares are registered under the Securities Act of 1933.

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PROPOSAL 1: TO ELECT MEMBERS TOQUESTIONS AND ANSWERS ABOUT THE BOARD OF THE TRUST AND THE COMPANYPROXY

Q.	What proposals am I being asked to vote on?

The purpose and effect of approval of these proposals is the proposal?described elsewhere in this proxy statement.

At

After the methodology changes, each Fund’s Current Index will contain fewer constituents and reflect a special meeting held on April 22, 2005, the Board of Trusteesnarrower section of the Trustmarket than is currently the case. BGFA believes the reduction in the number of securities included in the Current Indices will make it more difficult to manage the Funds and the Board of Directorsto comply with portfolio diversification and concentration requirements and could result in adverse tax consequences for shareholders of the Company (individuallyFunds. MSCI has also announced the creation of new indices, including the MSCI Austria Investable Market Index and MSCI Netherlands Investable Market Index (each, a “Proposed Index” and together, the “Board”“Proposed Indices”) recommended the nomination of Cecilia H. Herbert, Charles A. Hurty, John E. Kerrigan, Lee T. Kranefuss, Richard K. Lyons, John E. Martinez, George G.C. Parker and W. Allen Reed as Directors, which are intended to provide broader coverage of the Companyinvestable market of each country.

The Proposed Indices will include a greater number of index constituents than the Current Indices will contain following the methodology changes announced by MSCI, and Trustees ofBGFA believes the Trust (each, a “Nominee”Proposed Indices will (i) adequately represent the publicly traded securities market in Austria and collectively, the “Nominees”). It is proposed that these eight Nominees be elected to hold office and to serve until their successors have been duly elected or appointed, until such Nominee reaches the mandatory retirement age, ifNetherlands, as applicable, or until his/her earlier resignation or removal. Five of the Nominees (Lee T. Kranefuss, Richard K. Lyons, John E. Martinez, George G.C. Parker and W. Allen Reed) are current members of the Board and each is proposed for re-election. The persons named in the accompanying Proxy intend, in the absence of contrary instructions, to vote all Proxies on behalf of the shareholders(ii) permit greater portfolio management flexibility for the election of each Nominee. If approved byFunds and (iii) facilitate compliance with portfolio diversification and concentration requirements. Accordingly, BGFA recommends that shareholders ofapprove the Company, each Nominee will serve as a member of the Board of the Company and, if approved by shareholders of the Trust, each Nominee will serve as a member of the Board of the Trust. Each of the Nominees has consented to being named in this Proxy Statement and to serving on the Board if elected.

If the Nominees are elected by shareholders, 75% of the Board’s members will be independent or disinterested persons within the contemplation of Section 10 of the 1940 Act (an “Independent Director” or an “Independent Trustee”). A Nominee is deemed to be “independent”changes to the extentProposed Indices.

The following table sets forth the Nominee is not an “interested person” of the Trust or the Company, as that term is defined in Section 2(a)(19) of the 1940 Act (“Independent Nominee”). Two Nominees out of eight, Lee T. KranefussCurrent Index and John E. Martinez, are considered to be “interested persons” of the Funds (an “Interested Director” or an “Interested Trustee”). Lee T. Kranefuss is considered to be an “interested person” because of his employment with Barclays Global Investors, N.A. (“BGI”), the parent company of Barclays Global Fund Advisors (“BGFA” or the “Adviser”). John E. Martinez is also considered to be an “interested person” because of his affiliation with BGFA and its affiliates. An “interested person” who is nominated to serve as a Director of the Company or as a Trustee of the Trust may be referred to herein as an “Interested Nominee.” Lee T. Kranefuss and John E. MartinezProposed Index for each are considered to be an Interested Nominee.

What is the Role of the Board?

The Board has responsibility for the overall management and operations of the Trust and the Company, including general supervision of the duties performed by BGFA and other service providers. The Board also appoints the officers of the Trust and the Company. The officers are responsible for supervising and administering the day-to-day operations of the Trust and the Company. The Board held five meetings during the calendar year ended December 31, 2004.Each Board member then in office attended at least 75% of the Board meetings held during this period.

Why are shareholders being asked to elect members to the Board?

The election of new Board members is due to the departure of two members of the Board, Mr. Nathan Most and Mr. John Carroll. Mr. Most served as an Interested Director of the Company and as an Interested Trustee of the Trust through December 3, 2004. Mr. Carroll served as an Independent Director of the Company and as an Independent Trustee of the Trust through March 1, 2005. Moreover, the Securities and Exchange Commission (“SEC”) recently adopted new rules requiring funds to have a board of directors/trustees that consists of 75% independent directors/trustees. If the Nominees are elected by shareholders, the Board composition will meet this requirement.

Who are the Proposed Nominees?

The proposed Nominees for election are Cecilia H. Herbert, Charles A. Hurty, John E. Kerrigan, Lee T. Kranefuss, Richard K. Lyons, John E. Martinez, George G.C. Parker and W. Allen Reed.

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The table below contains the name, age, position and length of service with the Companies, principal occupation during the past five years, and any other directorships held by each Nominee. iShares, Inc., iShares Trust, Master Investment Portfolio and the Barclays Global Investors Funds, each an open-end management investment company registered under the 1940 Act, are considered to be members of the same investment company complex. If elected, each Nominee would oversee at least 98 funds. In addition, Richard K. Lyons and Lee T. Kranefuss each serve as a Trustee for the Barclays Global Investors Funds and for the Master Investment Portfolio and, as a result, each oversees an additional 27 funds within the investment company complex. The address of each Nominee is 45 Fremont Street, San Francisco, CA 94105.

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4

No Nominee is a party adverse to the Trust or the Company, or any of their affiliates, in any material pending legal proceeding, nor does any Nominee have an interest materially adverse to the Trust or the Company.

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Who are the Officers of the Companies?

Information about the Companies’ principal executive officers (the “Officers”) is set forth below. The address of the Officers is 45 Fremont Street, San Francisco, CA 94105. Mr. Kranefuss and Mr. Latham serve as Officers of the Trust and the Company as well as officers of the Master Investment Portfolio and the Barclays Global Investors Funds and therefore they each supervise and administer the day-to-day operations of at least 125 funds within the investment company complex.Fund:

What isThe Board has unanimously approved the Compensation Structure of the Board?

The aggregate compensation paid by the Trust and the Companychange to each memberFund’s investment objective and is seeking shareholder approval of the Board who served during the most recently completed calendar yearthese changes. More information about this proposal is set forthincluded in the tables below. During the period set forthunder “Proposal 1: To Approve a Change in the tables, both the Trust and the Company paid each Independent Director/Trustee, and Nathan Most (who served as a Board member of the Trust and the Company through December 3, 2004) and John E. Martinez, each an Interested Director/Trustee, an annual fee of $32,500. Effective June 14, 2005, the Trust and the Company will each pay each Independent Director/Trustee and John E. Martinez an annual fee of $45,000. Each Independent Director/Trustee and John E. Martinez will therefore receive a total annual fee of $90,000 for serving on both Boards. In addition, effective June 14, 2005, the Trust and the Company will each pay a Director/Trustee who serves as chair of a committee of the applicable Board an additional annual fee of $2,500 ($5000 total for both Boards). In the event an Independent Director/Trustee becomes Chair of a Board in the future, the Independent Director/Trustee will receive an additional annual fee of $20,000 for each such Board. Both the Trust and the Company also reimburse each Director/Trustee for travel and other out-of-pocket expenses incurred in connection with attending such meetings. The Officers do not receive any direct remuneration from the Funds.

The table below sets forth the total compensation paid to each Interested Director/Trustee for the calendar year ended December 31, 2004.

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The table below sets forth the total compensation paid to each Independent Director/Trustee for the calendar year ended December 31, 2004.

Do the Nominees Own Shares of the Funds or Certain Affiliated Entities?

The following table shows the dollar range of equity securities beneficially owned by each Interested Nominee and each Independent Nominee as of as of March 31, 2005 or a more recent date.Dollar amount ranges disclosed are set forth as established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (“1934 Act”).Fund’s Investment Objective.”

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As of March 31, 2005 or a more recent date, none of the Independent Nominees of the Trust and the Company, or their immediate family members, owned beneficially or of record any securities of BGFA, SEI Investments Distribution Co. (“SEI”), the Funds’ distributor, or any person controlling, controlled by or under common control with BGFA or SEI. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act.

What are the Committees of the Board?

Audit Committee. Each current Independent Director/Trustee serves on the Audit Committee of the Board of Directors of the Company and the Board of Trustees of the Trust. The purposes of the Audit Committee are to assist the Board in (1) its oversight of the Companies’ accounting and financial reporting principles and policies and related controls and procedures maintained by or on behalf of the Companies; (2) its oversight of the Companies’ financial statements and the independent audit thereof; (3) selecting, evaluating and, where deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be proposed for shareholder approval in any proxy statement); and (4) evaluating the independence of the independent accountants. The Audit Committee of the Board of Directors of the Company and the Board of Trustees of the Trust met four times during the calendar year ended December 31, 2004. Each Audit Committee member then in office attended at least 75% of the Audit Committee meetings held during this period.

Nominating Committee.Each current Independent Director, each of whom is not an “interested person” as that term is defined under Section 2(a)(19) of the 1940 Act, serves on the Nominating Committee of the Board of Directors of the Company and the Board of Trustees of the Trust. The Nominating Committee nominates individuals for Independent Director membership on the Board. The Nominating Committee evaluates

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candidates’ qualifications for board membership, including their independence from the Funds’ investment adviser and other principal service providers and the potential effects of any other relationship that might impair the independence of a candidate. In addition, the Nominating Committee periodically reviews the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skills from those already on the Board. The Nominating Committee from time to time may adopt specific, minimum qualifications that the Committee believes a candidate must meet before being considered as a candidate for Board membership. As of the date of this Proxy Statement, the Board has adopted a policy that does not permit a candidate to stand for election or appointment to the Board if the person has already reached the age of 72. The Nominating Committee considers nominees recommended by shareholders, if such nominees are submitted in accordance with Rule 14a-8 of the 1934 Act, in conjunction with a shareholder meeting to consider the election of Directors or Trustees. The Nominating Committee did not meet during the calendar year ended December 31, 2004. The Nominating Committee met once during the period from January 1, 2005 through April 30, 2005. Each Nominating Committee member then in office attended the Nominating Committee meeting held during this period. A copy of the Nominating Committee Charter is not available on the Companies’ web site, but is attached to this Proxy Statement as Appendix B.

What did the Board consider in approving the Nominees?

At a meeting of the Board’s Nominating Committee held on March 1, 2005, the Committee nominated each Independent Nominee. At a special meeting of the Board held on April 22, 2005, the Board, including the Independent Directors/Trustees, agreed that the Nominees should be submitted to shareholders for approval. The Board determined that shareholder election of the Nominees would be in the best interests of the Funds and their shareholders.

In determining whether it was appropriate to recommend the Nominees for approval by shareholders, the Board reviewed information that it believed appropriate to reach its decision. The Board considered the following factors, among others:

Each of the Nominees has indicated his/her willingness to serve as a Trustee of the Trust and Director of the Company if elected. The Board knows of no reason why the Nominees would be unable to serve, but in the event of any such unavailability, the proxies received will be voted for such substituted Nominee as the Board may recommend.

What is the Board’s recommendation?

The Board recommends that you voteFOR all Nominees. In reaching its decision to recommend election of the Nominees, the Board did not identify any single factor as being of paramount importance. Accordingly, after consideration of the above factors, and such other factors and information it considered relevant, the Board voted to nominate the Nominees and recommend election of the Nominees by the shareholders of the Funds.

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What is the required vote for Proposal 1?

iShares Trust

The affirmative vote of a plurality of votes cast, voted in person or by proxy at the Special Meeting, is required for the election of each Nominee to the Board of Trustees of the Trust.

iShares, Inc.

The affirmative vote of a majority of shares present in person or by proxy at the Special Meeting, is required for the election of each Nominee to the Board of Directors of the Company.

If you sign and return your proxy but give no voting instructions, your shares will be votedFORall Nominees named herein.

What happens if Shareholders do not approve Proposal 1?

If the Nominees are not approved by shareholders of the Trust or the Company, the current Board of the Trust and the Company will remain in place and the Board may consider alternative nominations for the Trust and the Company.

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PROPOSAL 2: TO APPROVE THE MODIFICATION OR ELIMINATION OF CERTAIN FUNDS’ FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS (THIS PROPOSAL INVOLVES SEPARATE VOTES ON SUB-PROPOSALS 2A-2D).

What are shareholders being asked to approve?

The 1940 Act requires each Fund to adopt fundamental investment restrictions with respect to several specific types of activities, including a Fund’s ability to issue senior securities, make loans to other persons, and concentrate its investments in any particular industry or group of industries. The Board is proposing that shareholders approve revisions to certain of the Funds’ fundamental investment restrictions, as described more fully in this Proposal, in an effort to standardize the Funds’ investment restrictions and provide the Funds with the maximum investment flexibility permitted under current law.

Shareholders are being asked to approve such changes because the 1940 Act requires changes in fundamental investment restrictions to be approved by a majority of the Fund’s outstanding voting securities, as defined in the 1940 Act.

Why are shareholders being asked to approve changes to the Funds’ investment restrictions?

The Board believes that such changes would be in the best interest of each affected Fund and its respective shareholders. Because the Funds commenced operations at different times and under different conditions, certain of the Funds’ current investment restrictions vary slightly between Funds. In addition, some of the Funds’ current fundamental investment restrictions can be traced back to federal or state securities law requirements that have since been made less restrictive, or business or industry conditions that may no longer be applicable to the Funds. As a result, some of the current investment restrictions unnecessarily limit the investment strategies available to the portfolio managers in managing each Fund’s assets and may increase the cost of managing the Funds.

What is the Board’s recommendation?

The Board believes it is appropriate to simplify, modernize and make the fundamental investment restrictions of the Funds more consistent. The Board believes that the proposed changes will enhance management’s ability to manage the Funds’ assets efficiently, will provide each Fund with more flexibility to respond to changing regulatory and investment environments, and will permit management and the Board to review and monitor investment restrictions more easily. In addition, the proposed changes will assist the Funds in making regulatory filings in a more efficient and cost effective manner. The Board does not anticipate, however, that the changes, individually or in the aggregate, will result in a material change in the level of investment risk associated with an investment in each Fund. Due to these and other considerations, the Board recommends that Fund shareholders approve the modifications to the Funds’ fundamental investment restrictions described below.

Shareholders of each Fund affected by Proposals 2A through 2D will be asked to vote on each proposed fundamental restriction separately on the enclosed proxy card.

Proposal 2A – Senior Securities

Applicable Funds – All Funds

Current Fundamental Investment Restriction.The current fundamental investment restrictions regarding senior securities for the Funds are set forth in the table that follows:

We encourage you to vote through the Internet or by telephone, using the Internet address or phone number that appears on your proxy card. Whichever voting method you choose, please take the time to read the full text of this proxy statement before you vote.

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Proposed Fundamental Investment Restriction.If the proposed amendment is approved by shareholders, each Fund’s fundamental investment restriction regarding issuing senior securities would read as follows:

FundPROPOSAL 1:		Proposed Policy
iShares Trust – All Funds iShares, Inc. – All Funds		No Fund will issue any senior security, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.

Discussion of Proposed Modification. The proposed modification is intended to simplify and conform the Funds’ investment restrictions, and is not expected to have a material impact on the operation of the Funds.

The 1940 Act prohibits the Funds from issuing “senior securities,” except where certain conditions are met. Under the 1940 Act, the borrowing of money by a Fund could, except in accordance with certain conditions and limitations, be considered to be the issuance by the Fund of a “senior security” since the creditor who loaned money to the Fund would have a claim against fund assets.

Under each Fund’s current fundamental investment restriction, each Fund is prohibited from issuing senior securities except for borrowings and other transactions for which the proper level of asset coverage is maintained as required by the 1940 Act or SEC interpretation. The proposed investment restriction eliminates the restriction applicable to the Funds of iShares, Inc. that prohibits such Funds from purchasing securities while borrowings in excess of 5% of the Fund’s total assets are outstanding. The Funds had adopted this restriction in order to comply with state laws that are no longer applicable and its elimination would provide the Funds with additional portfolio management flexibility. Except for this change, the proposed investment restriction does not substantially alter the Funds’ policy on issuing senior securities, although it does simplify the current restriction and make it uniform with respect to each Fund. In all cases, the Funds will continue to be subject to the limitation on borrowing and may engage in such other activities only to the extent permitted by applicable SEC interpretation. Furthermore, a Fund would not be able to engage in such activities unless its investment policies and strategies so permit.

Proposal 2B – Loans

Applicable Funds – All Funds

Current Fundamental Investment Restriction. The current fundamental investment restrictions regarding loans for the Funds are set forth in the table that follows:

Proposed Fundamental Investment Restriction. If the proposed amendment is approved by shareholders, each Fund’s fundamental investment restriction regarding loans would read as follows:

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Discussion of Proposed Modification.The proposed modification is intended to simplify and conform the Funds’ investment restrictions, and is not expected to have a material impact on the operation of the Funds.

The proposed investment restriction permits each Fund to lend its underlying portfolio securities to the extent permitted by the 1940 Act or SEC interpretation. Current staff interpretations limit loans of a Fund’s securities to one-third of the Fund’s assets, including any collateral received from the loan, provided that borrowers provide collateral that is maintained in an amount at least equal to the current market value of the securities loaned. The Funds’ current restrictions are consistent with this limitation. Should the SEC staff modify the requirements governing a Fund’s ability to loan its securities in the future, under the proposed restriction, each Fund would be able to take advantage of that increased flexibility without requiring further shareholder action. Further, it is not anticipated that the proposed change would affect any Fund’s securities lending activities in the near term.

Proposal 2C – Industry Concentration

Applicable Funds –The iShares MSCI Mexico Index,

iShares MSCI Singapore Index and iShares MSCI South Korea Index Funds

Current Fundamental Investment Restriction. The current industry concentration policyReasons for the iShares MSCI Mexico Index, iShares MSCI Singapore Index and iShares MSCI South Korea Index Funds is set forth in the table that follows:Proposal

Proposed Fundamental Investment Restriction.If the proposed amendment is approved by shareholders, the industry concentration policy for the iShares MSCI Mexico Index, iShares MSCI Singapore Index and iShares MSCI South Korea Index Funds would read as follows:

Discussion of Proposed Modification.The proposed modification is intended to help the iShares MSCI Mexico Index, iShares MSCI Singapore Index and iShares MSCI South Korea Index Funds more closely track the risk and return performance of their respective underlying indexes.

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The proposed modification is intended to provide each of the iShares MSCI MexicoAustria Index iShares MSCI Singapore IndexFund and iShares MSCI South KoreaNetherlands Index Funds with additional portfolio flexibility and is designedFund are being asked to helpapprove a change to the investment objective of their Fund. The current investment objective of each Fund better trackis to seek investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly traded securities in the aggregate in the particular market represented by its underlying index. TheIf the proposed modification would simplify each Fund’s industry concentration policy by removing restrictions not required by law and would allowinvestment objective is approved, the underlying index for each Fund to more closely alignwould change.

MSCI, the percentagesponsor of its portfolio invested in securitiesthe underlying index of a particular industry or group of industries with the percentage that such industry or group of industries represents in the Fund’s respective underlying index. In addition, the proposed modification would eliminate the requirement relating to securities of a single issuer and would allow each Fund, to more closely align the percentage of its portfolio invested in securities of a single issuer to the percentage of such issuer represented in the Fund’s respective underlying index. BGFA recommended thesehas announced that it is making certain changes to the Boardmethodology it uses to calculate certain of its indices, including each Fund’s Current Index, by eliminating industry sector classifications in favor of market capitalization size segmentation and reducing overlapping market capitalization size segmentation among its indices. MSCI believes thatthese changes will allow broader overall coverage of the proposedinternational equity markets. The changes to the index methodologies are expected to be implemented in two phases, on November 30, 2007 and May 30, 2008.

After the methodology changes, the Current Indices will contain fewer constituents and reflect a narrower segment of the market than is currently the case. BGFA believes the reduction in the best interestsnumber of shareholders because asecurities included in the Current Indices will make it more flexible policy, among other things, will helpdifficult to manage the Funds more closely track the risk and return performance of their respective underlying indexes and reduce costs associatedto comply with portfolio rebalancing.

In addition, BGFA recommended,diversification and the Board agreed, that it would beconcentration requirements and could result in the Funds’ best interests to have a more simplified industry concentration policy that would be more readily understood by shareholders. Alladverse tax consequences for shareholders of the other iShares, Inc. Funds currently operate under the proposed industry concentration policy. Therefore, unifying the policy across all Funds of iShares, Inc. should simplify disclosure and promote efficiency and ease of compliance monitoring.

Proposal 2D – Elimination of Investment Restriction on Investments in a Single Issuer

Applicable Funds – The iShares MSCI Mexico Index,

iShares MSCI Singapore Index and iShares MSCI South Korea Index Funds

The proposed modification is intended to help the Funds more closely track the risk and return performance of their respective underlying indexes.

EachFunds. Under Subchapter M of the iShares MSCI Mexico Index, iShares MSCI Singapore Index and iShares MSCI South Korea Index Funds currently have a fundamental investment policy stating that it will not purchase a security (other than obligationsInternal Revenue Code of the United States Government, its agencies and instrumentalities) if1986, as a result 25% or more of its total assets would be investedamended (the “IRC”), in a single issuer. The Board believes that the removal of this fundamental policy is in the best interests of shareholders because the restriction can cause frequent adjustments to a Fund’s portfolio, which may adversely affect a Fund’s ability to closely track its respective underlying index and result in the incurrence of unnecessary transaction costs and the realization of taxable gains that would otherwise not have to be realized.

The iShares MSCI Mexico Index, iShares MSCI Singapore Index and iShares MSCI South Korea Index Funds’ benchmark indexes may, at times, have greater than 25% weightings in the securities of one issuer. The current fundamental policy requires that the iShares MSCI Mexico Index, iShares MSCI Singapore Index and iShares MSCI South Korea Index Funds comply with the 25% restrictioneach day. In order to qualify for and elect treatment as a regulated investment company under(“RIC”), at the Internal Revenue Code (the “Code”), a Fund must ensure that, asclose of each quarter of the endCompany’s taxable year (a) at least 50% of each fiscal quarter, nothe market value of a Fund’s total assets must be represented by cash and cash items, U.S. government securities, securities of other RICs or other securities, with such other securities limited for purposes of this calculation in respect of any one issuer to an amount not greater than 5% of the value of the Fund’s assets and not greater than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of itsthe value of a Fund’s total assets aremay be invested in the securities of any one issuer. Thus, the current fundamental policyissuer, or of these Funds istwo or more restrictive than otherwise permittedissuers that are controlled by applicable law. This results in an unnecessary burden on managing the Fund within the meaning of Section 851(c)(2) of the IRC and potentially limitsthat 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 RICs or the securities of one or more qualified publicly traded partnerships). Failure by the Funds to meet regulatory diversification requirements would cause the Funds to lose the pass-through tax treatment that is critical to their status as investment vehicles.

The Proposed Indices

In addition to the enhancements to the methodology used to calculate certain indices, MSCI has announced plans to combine its MSCI Standard Indices (which include the Current Indices) and MSCI Small Cap Indices to form new MSCI Global Investable Market Indices which are intended to cover all investable large, mid-cap and small securities in each market.

BGFA recommends that the iShares MSCI Austria Index Fund change its underlying index from its Current Index to the MSCI Austria Investable Market Index and that the iShares MSCI Netherlands Index Fund changes its underlying index from its Current Index to the MSCI Netherlands Investable Market Index. BGFA believes that the Proposed Indices will (i) adequately represent the publicly traded securities market in Austria and the Netherlands, as applicable, (ii) permit greater portfolio management flexibility for the Funds and (iii) facilitate compliance with portfolio diversification and concentration requirements.

The investment objective of the iShares MSCI Austria Index Fund is to seek investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly traded securities in the aggregate in the Austrian market, as represented by the MSCI Austria Index, and the investment objective of the iShares MSCI Netherlands Index Fund is to seek investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly traded securities in the aggregate in the Dutch

market, as represented by the MSCI Netherlands Index. The proposed investment objective of the Funds would change the underlying index of each Fund to the applicable Proposed Index. No other change to the Funds’ investment objectives is being proposed. Each Fund will continue to be managed using a Fund’s abilityrepresentative sampling strategy in seeking to track its underlying index. Therefore, BGFA believes that ifUnderlying Index. Each Fund will also continue to be subject to the proposed policy is approved by shareholders, there may be less frequent adjustments to a Fund’s portfolio, which may decrease tracking error as well as the incurrence of unnecessary transaction costs and the realization of taxable gains. Moreover, none of the other iShares Funds have this investment restriction. In addition, if the proposal is approved by shareholders,principal risks set forth in light of the Code requirement, BGFA does not expect a Fund’s investment in the securities of a single issuer to exceed 25% asits current prospectus.

Shareholder Vote Required

Shareholders of each fiscal quarter end.

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What isFund must approve the required voteProposal for Proposals 2A-2D?

Eachit to be effective with respect to their Fund. The Proposal must be approved by each Fund that is subject to the Proposal by the affirmative vote of a “majority of the outstanding voting securities” of each such Fund. For this purpose, thisFund, which means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund orand (2) 67% or more of the shares of the Fund present at the Special Meeting, if more than 50% of the outstanding shares of the Fund are represented at the Special Meeting in person or by proxy.

What happens if shareholders do not approve one or more ofIf the Proposals set forth in 2A-2D?

In the event that a Proposal is not approved by the shareholders of a particular Fund, that Fund’s investment objective will not change and there will be no change in the current fundamental policy will continueFund’s underlying index.Without a change to the Funds’ underlying indices, the Funds may not be able to comply with portfolio diversification and concentration requirements, resulting in effect with respect to such Fund. If one or moreadverse tax consequences for shareholders of the Proposals are not approved,Funds or a recommendation to the Board will consider other actionsby BGFA that maythe Fund be taken, including such alternative proposals as may be recommended by BGFA.

liquidated and terminated.

What is theThe Board’s recommendation?Recommendation

In order to promote uniformity among all the Funds, the Board recommends that shareholders of Funds impacted by Proposals 2A-2D voteFOR the proposed changes. Based upon its review and consideration of the foregoing factors, the Board has unanimously determined that Proposals 2A-2D arethe Proposal is in the best interests of each affected Fund and theirits respective shareholders. Accordingly, after consideration of such factorsshareholders and information it considered relevant, the Board, including all of the Independent Directors/Trustees present at the meeting, unanimously approved Proposals 2A-2D and voted to recommend their approval by shareholders.

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PROPOSAL 3: TO APPROVE A CHANGE IN THE CLASSIFICATION OF CERTAIN FUNDS’ INVESTMENT OBJECTIVES FROM FUNDAMENTAL INVESTMENT POLICIES TO NON-FUNDAMENTAL INVESTMENT POLICIES.

Which Funds are subject to the Proposal?

The Board approved the submission of the Proposal torecommends that shareholders of the following Funds:Funds vote FOR the change in investment objective of their Fund.

iSHARES TRUSTReasons for the Proposal

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iSHARES, INC.

The iShares Funds1940 Act permits a Fund to designate any of its policies as fundamental policies but does not listed above already have designated their respectiverequire that an investment objectives as non-fundamental investment policies and, therefore, shareholders of these Funds are not being asked to vote on Proposal 3.

What is the proposal?

objective be deemed fundamental. A “fundamental” investment policy is a policy that cannotmay be changed withoutonly with the approval of a majority of a Fund’s outstanding voting securities, as defined in the 1940 Act. Currently, each Fund listed above has an investment objective to seek investment results that generally correspond toAct, while a specified underlying index. While each such Fund’s investment objective is a fundamental“non-fundamental” investment policy itmay be changed by the Board without shareholder approval. It is common practice for investment companies to have non-fundamental investment objectives. Currently, 18 of the Company’s 24 funds to have investment objectives that are non-fundamental policies, which can be changed without a shareholder vote. deemed non-fundamental.

At a special meeting held on April 22, 2005,September 17-18, 2007, the Board unanimously determined that it was in the best interestinterests of each Fund and its shareholders to change the classification of each Fund’s investment objective from a fundamental policy to a non-fundamental policy. While the Board currently does not plan to make any modifications to the Funds’ investment objectives, designatingDesignating each Fund’s investment objective as non-fundamental willwould provide the Board withgreater flexibility to respond to changing conditions, such as those described in aProposal 1, in the manner it deemsdetermines to be in the best interests of the Funds and their shareholders without incurring the cost of a proxy solicitation. Shareholders are being asked to approve the reclassification of the fundamental investment objective as a non-fundamental investment policy.

How will the proposal change the investment objective of the Funds?

The proposed reclassification willwould not result in any changes to eacheither Fund’s current investment objective.

Why are However, as discussed above under “Proposal 1: To Approve a Change in Each Fund’s Investment Objective,” if shareholders being askedapprove Proposal 1, each Fund’s investment objective will change to approve reclassification of the Funds’ investment objective?

As more fully explained in Proposal 2 of this Proxy Statement, the 1940 Act permitsseek to track a Fund to designate any of its policies as fundamental policies, even though the 1940 Act or other applicable laws do not require that policy to be deemed fundamental. It is common practice for investment companies to have non-fundamental investment objectives. The Funds that are the subject of this Proposal are currently the only Funds within the Trust and the Company whose investment objectives are deemed fundamental. The proposal to reclassify these objectives as non-fundamental is intended to promote consistency across all Funds and provide the Board with flexibility to make changes it deems to be in the best interests of the Funds and their shareholders.

Will the proposed reclassification change the way each Fund is managed?

new underlying index. BGFA does not intend to alter the way in which it manages anyeither of the Funds nor does it believe that the Proposal will affect the investment risk associated with the Funds. Should shareholders of the relevant Funds

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a Fund approve this Proposal, these Fundsthe Fund would continue to be managed subject to the same investment objectives, strategies, policies and policies expressedrisks described in eachthat Fund’s prospectus, as well as the limitations imposed by the 1940 Act and the rules and interpretive guidance provided thereunder.

current prospectus.

What is the required vote?Shareholder Vote Required

Shareholders of each Fund set forth in this Proposal must approve the Proposal for it to be effective.effective with respect to their Fund. The Proposal must be approved by the affirmative vote of a “majority of the outstanding voting securities” of each Fund, which for this purpose, means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund orand (2) 67% or more of the shares of the Fund present at the Special Meeting, if more than 50% of the outstanding shares of the Fund are represented at the Special Meeting in person or by proxy.

What happens if shareholders do not approve the Proposal?

In the event thatIf the Proposal is not approved by the shareholders of a particular Fund, that Fund’s investment objective will continue to beremain a fundamental investment policy which may not be changed without shareholder approval.

The Board’s Recommendation

What is the Board’s recommendation?

In order to promote uniformity among all the Funds and provide the Board with flexibility to make changes it deems to be in the best interests of the Funds and their shareholders, the Board recommends that shareholders of the Funds impacted by Proposal 3 voteFOR the reclassification of each Fund’s fundamental investment objective. Based upon its review, the Board has unanimously determined that the Proposal is in the best interests of each Fund and its respective shareholders. Accordingly, after consideration of such factorsshareholders and information it considered relevant, the Board, including all of the Independent Directors/Trustees present at the meeting, unanimously approved the Proposal and voted to recommend its approval.

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PROPOSAL 4: TO APPROVE A NEW ADVISORY AGREEMENT WITH BARCLAYS GLOBAL FUND ADVISORS FOR THE iSHARES MSCI SINGAPORE INDEX FUND IN ORDER TO EFFECT A CHANGE TO THE FUND’S FEE STRUCTURE (SUCH CHANGE WILL NOT INCREASE THE NET ADVISORY FEE OR THE TOTAL EXPENSES PAYABLE BY THE FUND).

What is the proposal?

At a special meeting of the Board held on April 22, 2005, the Board considered, approved and recommended torecommends that shareholders of the iShares MSCI Singapore Index Fund forFunds vote FOR the reclassification of their approval, a new Advisory Agreement (the “Proposed Advisory Agreement”) between the Company, on behalf of the iShares MSCI Singapore Index Fund and BGFA, the Fund’s fundamental investment adviser. The Board is proposing that the shareholders of the iShares MSCI Singapore Index Fund approve the Proposed Advisory Agreement. The current Advisory Agreement between the Company, on behalf of the iShares MSCI Singapore Index Fund and BGFA, dated as of May 8, 2000 (the “Current Advisory Agreement”) is attached to this Proxy Statement as Appendix C and is marked to show changes against the Proposed Advisory Agreement.

As described in more detail below, the Proposed Advisory Agreement would provide the Fund with the opportunity to lower advisory fees by taking advantage of fee reductions that currently are available to other iShares Funds, but which are not available to the Fund under the Current Advisory Agreement. The Current Advisory Agreement provides a reduced fee rate on Fund net assets in excess of designated asset level “breakpoints.” The Proposed Advisory Agreement would permit the Fund to take advantage of breakpoints based not only on the Fund’s net assets, but on the aggregate net assets of the Fund and certain other Funds of iShares, Inc. While the Fund does not have sufficient assets to take advantage of the breakpoints set forth in the Current Advisory Agreement, it is expected that the Fund would be able to benefit from the breakpoints in the Proposed Advisory Agreement when its net assets are combined with certain other Funds of iShares, Inc. (as described in more detail below). This would result in the Fund paying a lower advisory fee.

The Current Advisory Agreement was last approved by shareholders of the iShares MSCI Singapore Index Fund at a special meeting of shareholders held on May 5, 2000 and was last approved by the Board of Directors at a Board meeting held on June 15, 2004. The Proposed Advisory Agreement was submitted to shareholders of all Funds of iShares, Inc., including the iShares MSCI Singapore Index Fund, at a special meeting of shareholders held on December 19, 2001. The Proposed Advisory Agreement was approved by the shareholders of the other Funds of iShares, Inc. at this meeting, but was not approved by the shareholders of the iShares MSCI Singapore Index Fund.

According to the terms of both the Proposed Advisory Agreement and the Current Advisory Agreement, BGFA, subject to the supervision of the Board and in conformity with the stated investment policies of the iShares MSCI Singapore Index Fund, manages, and will continue to manage, the investment of the Fund’s assets.

What is the Board’s recommendation?objective.

As discussed in more detail below, the Board determined that the Proposed Advisory Agreement, including the investment advisory fee rates thereunder, is fair and reasonable in light of all relevant circumstances and concluded that it is in the best interest of the Fund and its shareholders to approve the Proposed Advisory Agreement.

What are the key differences between the Current Advisory Agreement and the Proposed Advisory Agreement?

Advisory Fees

A key difference between the Current Advisory Agreement and the Proposed Advisory Agreement is that the Proposed Advisory Agreement applies fee breakpoints based on the aggregate net assets of the iShares MSCI Singapore Index Fund and certain other funds of iShares, Inc., rather than just the net assets of the iShares MSCI

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Singapore Index Fund. These breakpoints lower the advisory fee charged by BGFA when net assets exceed certain dollar threshold amounts. The following table provides a comparison of the advisory fees and breakpoints under the Current Advisory Agreement and the Proposed Advisory Agreement:

BGFA expects that the Fund will pay a lower advisory fee if the Proposed Advisory Agreement is approved by shareholders due to the application of the breakpoints to the aggregate net assets of all the Category I Funds, which includes the iShares MSCI Singapore Index Fund.

Expenses

Another key difference between the Current Advisory Agreement and the Proposed Advisory Agreement is the structure of the payments required to be made by the iShares MSCI Singapore Index Fund. Under the Current Advisory Agreement, the Fund pays an investment advisory fee and also pays Fund expenses. Under the Current Advisory Agreement, the amount of the advisory fee paid to BGFA is reduced by the amount of expenses paid by the Fund. Under the Proposed Advisory Agreement, the Fund would pay an investment advisory fee to BGFA and BGFA would pay certain Fund expenses (as described below) that otherwise would be paid by the Fund under the Current Advisory Agreement.If the Proposed Advisory Agreement is approved by shareholders, neither the advisory fee nor the total expenses payable by the Fund will increase as a result of a change to the fee structure. The differences between the current and proposed fee structures are discussed in more detail below.ADDITIONAL INFORMATION

Under the Current Advisory Agreement, the iShares MSCI Singapore Index Fund pays certain expenses, including the cost of transfer agency, custody, fund administration, legal and audit services, index licensing and other expenses, in addition to the investment advisory fee. The iShares MSCI Singapore Index Fund currently pays BGFA an annual gross investment advisory fee (calculated based on the rates described in the table above), less the aggregate of the Fund’s other fees and expenses (but not including certain “Excluded Expenses”). Excluded Expenses are: (i) expenses incurred in connection with the execution of portfolio securities transactions on behalf of the Fund, (ii) expenses incurred in connection with any distribution plan adopted by the Company in

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compliance with Rule 12b-1 under the 1940 Act, (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 1940 Act) deems to be an extraordinary expense, and (vi) the advisory fee payable to BGFA thereunder. The Current Advisory Agreement provides that BGFA shall reimburse the Fund to the extent the expenses of the Fund (not including the Excluded Expenses) exceed the amount calculated based on the rates set forth in Schedule A to the Current Advisory Agreement.

Under the Proposed Advisory Agreement, the iShares MSCI Singapore Index Fund will pay BGFA an annual gross investment advisory fee (calculated based on the rates described in the table above). Under the Proposed Advisory Agreement, BGFA will pay all expenses incurred by the Fund, other than the Excluded Expenses. The Fund will no longer be required to reimburse BGFA for certain Fund expenses as provided in the Current Advisory Agreement; BGFA will be directly responsible for paying all expenses of the Fund (other than the Excluded Expenses). Neither the net advisory fee nor the total expenses payable by the Fund will increase as a result of the change to the fee structure in the Proposed Advisory Agreement. If the Proposed Advisory Agreement is approved by shareholders the presentation of the Fund’s expenses in the Fund’s registration statement and financial reports will change to reflect that the Fund will only pay an advisory fee and Excluded Expenses, if any.

Continuation and Termination

The Current Advisory Agreement continues in effect for one year from its effective date, and thereafter is subject to annual approval by (i) the Board or (ii) vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, provided that in either event such continuance also is approved by a majority of the Board who are not interested persons (as defined in the 1940 Act) of the Fund, by a vote cast in person at a meeting called for the purpose of voting on such approval. The Current Advisory Agreement is terminable without penalty, on 60 days’ notice, by the Board or by a vote of the holders of a majority (as defined in the 1940 Act) of the Fund’s outstanding voting securities. The Current Advisory Agreement is also terminable upon 60 days’ notice by BGFA and will terminate automatically in the event of its assignment (as defined in the 1940 Act). The Proposed Advisory Agreement will continue in effect for two years from its effective date with respect to the iShares MSCI Singapore Index Fund, and thereafter will be subject to annual approval and termination under terms that are the same as the terms of the Current Advisory Agreement. The amount of fees paid to BGFA, on behalf of the iShares MSCI Singapore Index Fund, for the fiscal year ended August 31, 2004 was $751,097.

What did the Board consider in approving the Proposed Advisory Agreement?

At a meeting held on April 22, 2005, the Board approved the Proposed Advisory Agreement, subject to approval by the iShares MSCI Singapore Index Fund’s shareholders, based on the Board’s review of the qualitative and quantitative information provided by BGFA. In approving the Proposed Advisory Agreement, the Board, including the Independent Directors, who are advised by independent counsel, considered various factors, none of which was controlling, and made the following conclusions.

Nature, Extent and Quality of Services Provided by BGFA

The Board reviewed the scope of services to be provided by BGFA under the Proposed Advisory Agreement and noted that there were no differences between the level or type of service provided by BGFA under the Current Advisory Agreement and the level or type of service proposed to be provided by BGFA under the Proposed Advisory Agreement. In reviewing the scope of services provided to the Fund by BGFA, the Board reviewed and discussed BGFA’s investment philosophy and experience. The Board also reviewed the background and experience of the persons responsible for the day-to-day management of the Fund. In addition to the above considerations, the Board reviewed and considered BGFA’s investment processes and strategies, and matters related to BGFA’s portfolio transaction policies and procedures. The Board noted that BGFA does not provide investment advisory services to any other fund or account seeking to track the same index as the Fund

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and, therefore, no comparative performance information was available for additional consideration. The Board noted, however, that during BGFA’s term as investment adviser, the Fund had met its investment objective of seeking investment results that correspond generally to the price and yield performance, before fees and expenses, of the Fund’s underlying index. Based on this review, the Board concluded that the nature, extent and quality of services to be provided by BGFA to the Fund under the Proposed Advisory Agreement are appropriate and continue to support the Board’s original selection of BGFA as investment adviser to the Fund.

Fund Expenses and Performance of the Fund and BGFA

The Board reviewed statistical information regarding the expense ratio components, contractual advisory fees, actual advisory fees, and actual total expenses of the Fund in comparison with the same information for other funds registered under the 1940 Act objectively determined solely by Lipper Inc. (“Lipper”), an independent provider of investment company data, as the Fund’s applicable peer group (the “Lipper Peer Group”). The Lipper Peer Group included retail no-load or institutional pure index funds with differing investment objective classifications (e.g., regional index funds, funds that hold American Depositary Receipts rather than portfolio securities traded on foreign exchanges) and other attributes (e.g., all-inclusive management fees, “at cost” service providers) as well as other exchange-traded funds, including exchange-traded funds organized as unit investment trusts rather than as managed investment companies like the Fund. In addition, the Board reviewed statistical information regarding the performance of the Fund for the most recent quarter, and the one-, three- and five-year periods, ended March 31, 2005 and a comparison of the Fund’s performance to that of the funds in the Lipper Peer Group. In support of its review of the statistical information, the Board was provided with a detailed description of the methodology used by Lipper to prepare this information. The Board noted that the funds in the Lipper Peer Group did not include a Singapore index fund or any other single-country index fund and, therefore, the statistical information did not provide meaningful direct comparisons. The Board noted that the Fund generally tracked its underlying index over the periods reflected. The Board also discussed that the advisory fee for the Fund for the most recent fiscal year was the highest of the advisory fees of the funds in the Lipper Peer Group, and that the Fund’s actual total expenses equaled the highest actual total expenses of the funds in the Lipper Peer Group, but noted that many of the funds in the Lipper Peer Group had either dissimilar fee structures or had substantial fee waivers and significantly larger asset bases, as well as differing investment objective classifications and other attributes (as discussed above), and therefore did not provide meaningful direct comparisons. The Board also considered that, because the Fund’s investment objective is to seek investment results that correspond generally to the performance, before fees and expenses, of a single-country index, with limited investor demand, the Fund is likely not to achieve consistent asset levels that would result in lower fees under the Current Advisory Agreement. The Board considered, however, that under the Proposed Advisory Agreement, because the Fund’s investment advisory fee rates will be applied to the aggregate assets of the Fund and other series of the Company, the Fund would be charged lower fees by BGFA. The Board also noted that, although not included in the Lipper Peer Group, the other single-country series of the Company provided a meaningful direct comparison to the Fund and the investment advisory fee rate for the Fund under the Proposed Advisory Agreement, and that the investment advisory fee rate under the Proposed Advisory Agreement would be the same as the investment advisory fee rates for most of the other single-country series of the Company. Based on this review, the Board concluded that the expense levels and the historical performance of the Fund, as managed by BGFA, as compared to the expense levels and performance of the funds in the Lipper Peer Group were satisfactory for the purposes of approving the Proposed Advisory Agreement.

Costs of Services Provided to Fund and Profits Realized by BGFA and Affiliates

The Board reviewed information about the profitability of the Fund to BGFA based on the fees payable under the Current Advisory Agreement for the last calendar year, which amounts are not expected to increase under the Proposed Advisory Agreement. The Board analyzed the Fund’s expenses, including its investment advisory fees paid to BGFA. The Board also reviewed information regarding direct revenue received by BGFA and ancillary revenue received by BGFA and/or its affiliates in connection with the services provided to the Fund by BGFA (as discussed in detail below). The Board discussed the differences in fee structure between the

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Current Advisory Agreement and the Proposed Advisory Agreement and how the proposed new fee structure, under which BGFA will be responsible for paying all expenses of the Fund other than the Excluded Expenses, would change the presentation, but not the amount, of the Fund’s profitability to BGFA going forward, should the Fund’s shareholders vote to approve the Proposed Advisory Agreement. The Board also discussed BGFA’s profit margin as reflected in the Fund’s profitability analysis and as compared to the profit margin currently achieved by BGFA in managing other iShares Funds. Based on this review, the Board concluded that the profits to be realized by BGFA and its affiliates under the Proposed Advisory Agreement and from other relationships between the Fund and BGFA and/or its affiliates, if any, were likely to be within the range the Board considered reasonable and appropriate.

Economies of Scale

In connection with its review of the Fund’s profitability analysis, the Board received information regarding economies of scale or other efficiencies that may result from increases in the Fund’s asset level in light of the investment advisory fee rates and breakpoints under the Current Advisory Agreement and that may result from increases in the asset levels of the Fund and the other series of the Company that would be included in the aggregate assets against which the same investment advisory fee rates and breakpoints would be applied under the Proposed Advisory Agreement. The Board noted that the Fund’s asset levels are not likely to increase sufficiently to reach the breakpoints under the Current Advisory Agreement. In contrast, under the Proposed Advisory Agreement the Fund would achieve an immediate and likely ongoing benefit from the application of those same investment advisory fee breakpoints to aggregate assets of the Fund and certain other series of the Company, in calculating the Fund’s investment advisory fee. Based on this review, the Board concluded that the proposed new fee structure in the Proposed Advisory Agreement reflects a more favorable sharing of economies of scale for the benefit of the Fund’s shareholders and provides the potential to experience further sharing of economies of scale as the Fund or other series of the Company grow in size.

Fees and Services Provided for Other Comparable Funds/Accounts Managed by BGFA’s Affiliates

The Board also received and considered information regarding the Fund’s maximum investment advisory fee rate under the Proposed Advisory Agreement in comparison to the investment management fee rates for other funds/accounts with substantially similar investment objectives and strategies for which BGI, BGFA’s affiliate, provides investment management services. The Board noted that comparative investment management fee information was available only with respect to certain collective funds, as BGFA and its affiliates do not manage any mutual funds, separate accounts or other exchange-traded funds with substantially similar investment objectives and strategies as the Fund. The Board further noted that BGFA had provided the Board with information regarding how the level of services provided to a collective fund differed from an exchange-traded open-end investment company such as the Fund, and with information regarding the marketing and pricing of collective funds that indicated such products were not typically offered on a stand-alone investment basis but only as a part of an allocation among many single-country index collective funds that were each priced on an aggregate client relationship level. The Board analyzed the level of the investment advisory/management fees in relation to the nature and extent of services provided to the Fund in comparison with the nature and extent of services provided to the collective funds, including, among other factors, the level of complexity in managing the Fund and the collective funds under differing regulatory requirements and the various client guidelines or other requirements, the nature and extent of the shareholder support services provided to the Fund and its shareholders in comparison with the nature and extent of the services provided to collective funds and their clients, and in relation to the Fund’s and the collective funds’ fee structures and asset levels. The Board noted that the investment management fee rates for the collective funds were lower than the maximum investment advisory fee rate under the Proposed Advisory Agreement, but that the differences appeared to be fully attributable to, among other things, the externalization of certain expenses by the collective funds including custody and administration expenses and, based on the estimates provided by BGFA, the costs of the regulatory requirements and additional shareholder services applicable to the Fund as an open-end investment company rather than a collective fund. The Board also noted that the investment advisory fee rate under the Proposed Advisory Agreement was the

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same as the investment advisory fee rates for most of the other single-country series of the Company. Based on this review, the Board determined that the investment advisory fee rates under the Proposed Advisory Agreement do not constitute fees that are so disproportionately large as to bear no reasonable relationship to the services rendered and that could not have been the product of arm’s-length bargaining and concluded that the investment advisory fee rates under the Proposed Advisory Agreement are fair and reasonable.

Other Benefits to BGFA and/or its Affiliates

The Board reviewed any ancillary revenue received by BGFA and/or its affiliates in connection with the services provided to the Fund by BGFA, such as the payment of securities lending revenue to BGI, the Company’s securities lending agent, and the payment of advisory fees and/or administration fees to BGFA and BGI in connection with the Fund’s investments in other funds for which BGFA provides investment advisory services and/or BGI provides administration services. The Board concluded that any such ancillary benefits that will likely continue under the Proposed Advisory Agreement would not be disadvantageous to the Fund’s shareholders.

Additional Information About the Adviser

The Adviser, located at 45 Fremont Street, San Francisco, California, 94105, is a California corporation and is a wholly owned subsidiary of BGI, a national banking association located at the same address. BGI is indirectly owned by Barclays Bank PLC, located at 1 Churchill Place, London, E145HP, United Kingdom, and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. BGFA and its parent, BGI, manage, administer or advise assets aggregating in excess of $1.3 trillion as of March 31, 2005. The directors and principal executive officers and their positions with the Adviser are set forth below:

Lee T. Kranefuss, an Interested Director/Trustee and Interested Nominee and Michael Latham, Secretary of the Funds, are also officers of BGFA or its parent, BGI.

The Adviser also acts as investment adviser or sub-adviser for a number of investment companies and portfolios. Below is a table that sets forth information regarding certain international equity index funds that are either advised or sub-advised by the Adviser. While the funds in the table have investment objectives that are similar to the iShares MSCI Singapore Index Fund insofar as they are also international equity index funds, each fund’s investment objective and strategies are not substantially the same as those of the iShares MSCI Singapore Index Fund.

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25

iShares, Inc. and the iShares MSCI Singapore Index Fund have not engaged in any material transactions since the beginning of the most recently completed fiscal year, and do not propose to engage in any material transactions, to which the Adviser or any of its affiliates was or is to be a party, except as permitted pursuant to the 1940 Act and the rules thereunder.

Other Fees Paid to the Adviser or its Affiliates

Certain fees, in addition to the Fund’s advisory fee, were paid to the Adviser or its affiliates in connection with the investment advisory services provided by the Adviser to the iShares MSCI Singapore Index Fund during the most recently completed fiscal year. These services will continue to be provided if the Proposed Advisory Agreement is approved by shareholders of the iShares MSCI Singapore Index Fund.

BGI is the Company’s securities lending agent, pursuant to a Securities Lending Agreement with the Company, and received $71,346 in securities lending revenue in connection with securities lending activities on behalf of the Fund for the fiscal year ended August 31, 2004. Although the iShares MSCI Singapore Index Fund is permitted to invest in other funds advised by the Adviser and/or for which BGI may provide administration services (collectively, “BGI Funds”), for the fiscal year ended August 31, 2004, neither the Adviser nor BGI received any advisory fees or administration fees in connection with the Fund’s investments in BGI Funds.

Affiliated Brokerage

For the fiscal year ended August 31, 2004, the iShares MSCI Singapore Index Fund paid $39,289 in aggregate brokerage commissions. The Fund did not pay any brokerage commissions to an affiliated broker during the fiscal year ended August 31, 2004.

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ADDITIONAL INFORMATION

Information about the Administrator and Distributor

InvestorsState Street Bank &and Trust Co., the Funds’ administrator, is located at 200 Clarendon Street, Boston, Massachusetts 02116. SEI Investments Distribution Co., the Funds’ distributor, is located at 1 Freedom Valley Drive, Oaks, Pennsylvania 19456.

Independent Registered Public Accounting Firm

The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) to serve as the independent registered public accounting firm for each Fund. Representatives of PwC are not expected to be present at the Special Meeting, but will have the opportunity to make a statement if they wish.

Accounting Fees and Services for iShares Trust

The information under each of the subheadings below shows the aggregate fees PwC billed to the Trust, the Adviser and certain affiliates of the Adviser for its professional services rendered for each Fund’s two most recently completed fiscal years. The iShares KLD Select Social^SM Index Fund commenced operations on January 24, 2005; the iShares Morningstar Large Core Index Fund, iShares Morningstar Large Growth Index Fund, iShares Morningstar Large Value Index Fund, iShares Morningstar Mid Core Index Fund, iShares Morningstar Mid Growth Index Fund, iShares Morningstar Mid Value Index Fund, iShares Morningstar Small Core Index Fund, iShares Morningstar Small Growth Index Fund and iShares Morningstar Small Value Index Fund commenced operations on June 28, 2004; the iShares FTSE/Xinhua China 25 Index Fund commenced operations on October 5, 2004. Information is not presented for these Funds because, as of the date of this Proxy Statement, each has not been in operation through its respective fiscal year end. Information about the aggregated fees PwC billed to the Company are included under the heading “Accounting Fees and Services for iShares, Inc.”

Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by PwC for the audit of the Funds’ annual financial statements or services that are normally provided by PwC in connection with statutory and regulatory filings or engagements for those fiscal years are set forth below:

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Audit-Related Fees. There were no fees billed for the Funds’ two most recently completed fiscal years for assurance and related services by PwC that are reasonably related to the performance of the audit of the Funds’ financial statements and are not reported under theAudit Fees caption above.

Tax Fees.The aggregate fees billed in each of the last two fiscal years for professional services rendered by PwC for the review of the Funds’ tax returns and excise tax calculations are set forth below:

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All Other Fees. There were no other fees billed for the Funds’ two most recently completed fiscal years for products and services provided by PwC, other than the services reported under theAudit Fees,Audit-Related Fees, orTax Fees captions above.

Aggregate Non-Audit Fees.The aggregate non-audit fees billed by the PwC for services rendered to the Funds, and rendered to the Trust’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser (“Adviser Affiliate”) that provides ongoing services to the Trust for the last two fiscal years are set forth below:

Board Consideration of Non-Audit Services.The Trust’s audit committee has considered whether the provision of non-audit services rendered to the Trust’s investment adviser and any Adviser Affiliate that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, if any, are compatible with maintaining PwC’s independence, and has determined that the provision of these services do not compromise PwC’s independence.

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Accounting Fees and Services for iShares, Inc.

The information under each of the following subheadings shows the aggregate fees PwC billed to the Company, the Adviser and Adviser Affiliates for its professional services rendered for the each of the last two fiscal years ended August 31 to the iShares MSCI Australia Index, iShares MSCI Austria Index, iShares MSCI Belgium Index, iShares MSCI Brazil Index, iShares MSCI Canada Index, iShares MSCI Emerging Markets Index, iShares MSCI EMU Index, iShares MSCI France Index, iShares MSCI Germany Index, iShares MSCI Hong Kong Index, iShares MSCI Italy Index, iShares MSCI Japan Index, iShares MSCI Malaysia Index, iShares MSCI Mexico Index, iShares MSCI Netherlands Index, iShares MSCI Pacific ex-Japan Index, iShares MSCI Singapore Index, iShares MSCI South Africa Index, iShares MSCI South Korea Index, iShares MSCI Spain Index, iShares MSCI Sweden Index, iShares MSCI Switzerland Index, iShares MSCI Taiwan Index, and iShares MSCI United Kingdom Index Funds.

Audit Fees.The aggregate fees billed for each of the last two fiscal years for professional services rendered by PwC for the audit of the Company’s annual financial statements or services that are normally provided by PwC in connection with statutory and regulatory filings or engagements for those fiscal years were $295,680 and $324,000 for the fiscal years ended August 31, 2003 and August 31, 2004, respectively.

Audit-Related Fees.There were no fees billed for the fiscal years ended August 31, 2003 and August 31, 2004 for assurance and related services by PwC that are reasonably related to the performance of the audit of the Company’s financial statements and are not reported under theAudit Fees caption above.

Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by PwC for the review of the Company’s tax returns and excise tax calculations, were $153,120 and $158,880 for the fiscal years ended August 31, 2003 and August 31, 2004, respectively.

All Other Fees. There were no other fees billed for the fiscal years ended August 31, 2003 and August 31, 2004 for products and services provided by PwC, other than the services reported under theAudit Fees,Audit-Related Fees, orTax Fees captions above.

Aggregate Non-Audit Fees.The aggregate non-audit fees billed by PwC for services rendered to the Company, and rendered to the Company’s investment adviser, and any entity controlling, controlled by, or under common control with BGFA that provides ongoing services to the Company for the fiscal years ended August 31, 2003 and August 31, 2004 were $1,241,551 and $598,896 respectively.

Board Consideration of Non-Audit Services.The Company’s Audit Committee has considered whether the provision of non-audit services rendered to BGFA and any Adviser Affiliate that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, if any, are compatible with maintaining PwC’s independence, and has determined that the provision of these services do not compromise PwC’s independence.

Audit Committee Pre-Approval Policies and Procedures

The Company’s and the Trust’s Audit Committee Charter, as most recently amended in June 2004, provides that the Audit Committee is responsible for the approval, prior to appointment, of the engagement of the principal accountant to annually audit and provide their opinion on the Funds’ financial statements. The Audit Committee must also approve, prior to appointment, the engagement of the principal accountant to provide non-audit services to any Adviser Affiliate that provides ongoing services to the Funds, if the engagement relates directly to the operations and financial reporting of the Funds. There were no services described above (including services required to be approved by the audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X) that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. None of the hours expended on the principal accountant’s engagement to audit the Company’s financial statements for the fiscal year ended August 31, 2004 were attributable to work performed by persons other than the principal accountant’s full-time, permanent employees.

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Control Persons and Principal Holders of Securities

Although the Funds do not have information concerning the beneficial ownership of iShares held in the names of DTC Participants, as of April 25, 2005,October 1, 2007, no person owned of record more than 5% of any class of voting securities of anyeither Fund, except as set forth in APPENDIX D.

Appendix B.

Director and Officer Fund Ownership

As of MarchAugust 31, 2005 or a more recent date,2007, the Nomineesdirectors and Directors and Officerofficers of the Company collectively owned beneficially owned less than 1% of the total outstanding shares of each Fund.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the 1934 Act as applied to the Trust and the Company, require the Trust’s andrequires the Company’s officers, Directors,directors, investment adviser, affiliates of the investment adviser and persons who beneficially own more than 10% of a registered class of the Trust’s or the Company’s outstanding securities (“Fund Insiders”), to file reports of ownership of the Trust’s or the Company’s securities and changes in such ownership with the SEC,Securities and Exchange Commission (“SEC”) and the New York Stock Exchange, the American Stock ExchangeNYSE Arca and the Chicago Board Options Exchange.Exchange, as appropriate. Under SEC interpretation and pursuant to specified conditions, Fund Insiders of exchange-traded funds such as the iShares Funds, are not required to file reports under Section 16(a) of the 1934 Act.

Submission of Shareholder Proposals

The Trust is organized as a business trust under the laws of the State of Delaware and the Company is organized as a Maryland corporation. As such, the Companies arecorporation and is not required to, and dodoes not, have annual meetings. Nonetheless, theThe Board may call a special meeting of shareholders for action by shareholder vote as may be required by the 1940 Act or as required or permitted by eachthe Company’s respective charterarticles of incorporation and By-Laws.

by-Laws.

Shareholders who wish to present a proposal for action at a future meeting should submit a written proposal to the respective Company for inclusion in a future proxy statement. The Board will give consideration to shareholder suggestions as to nominees for the Board. Shareholders retain the right to request that a meeting of the shareholders be held for the purpose of considering matters requiring shareholder approval.

Communications with the Board

Shareholders wishingwho wish to submit written communications to the Board should send their communications to iShares Trust and iShares, Inc., c/o SEI Investments Distribution Co., 1 Freedom Valley Drive, Oaks, PA 19456.19456. Any such communications received will be reviewed by the Board at its next regularly scheduled meeting.

Shareholders Sharing the Same Address

Householding is an option available to certain investors of the iShares Funds. Householding is a method of delivery based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the iShares Funds is available through certain broker-dealers. If you are currently enrolled in householding and wish to change your

householding status to receive separate copies of this proxy statement and other shareholder documents, please contact your broker-dealer.

Voting and Other Matters

April 25, 2005October 1, 2007 has been chosen by the Board as the Record Date.Date for the Special Meeting. Each share of each class of the Funds onas of the Record Date is entitled to one vote. Shareholders as of the close of business on the Record Date will be entitled to be present and to give voting instructions for the Fund at the Special Meeting and any adjournment(s) thereof with

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respect to their shares owned as of the Record Date. The presence in person or by proxy of shareholders owning one third of the Trust’s and the Company’s outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Special Meeting.

In the event thatIf a quorum of shareholders is not represented at the Special Meeting, the meeting may be adjourned, by a majority of thea Fund’s shareholders present at the Special Meeting in person or by proxy, until a quorum exists. If there are insufficient votes to approve anya Proposal, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit additional time for the solicitation of proxies, in accordance with applicable law. Adjourned meetings must be held within a reasonable time after the date originally set for the meeting (but not more than six months beyond the originally scheduled meeting date). Solicitation of votes may continue to be made without any obligation to provide any additional notice of the adjournment. The persons named as proxies will vote in favor of such adjournment(s) in their discretion.

For purposes of determining the presence of a quorum for transacting business at the Special Meeting, executed proxies marked as abstentions and broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present for quorum purposes but which have not been voted. Accordingly, abstentions and broker non-votes will effectively be a vote against the Proposals.

Proposal.

No business other than the matters described above is expected to come before the Special Meeting, but should any matter incident to the conduct of the Special Meeting or any question as to an adjournment of the Special Meeting arise, the persons named in the enclosed Proxy will vote thereon according to their best judgment in the interest of eachthe Company.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR INTERNET AS EXPLAINED IN THE INSTRUCTIONS INCLUDED ON YOUR PROXY CARD.

32By Order of the Board of Directors,

Lee T. Kranefuss

Chairman

Dated                 , 2007

APPENDIX A

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APPENDIX B

iShares Trust and iShares, Inc.

NOMINATING COMMITTEE CHARTER

Nominating and Compensation Committee Membership

The Nominating Committee (the “Committee”) of iShares Trust (the “Trust”) and iShares, Inc. (the “Company”) shall be composed entirely of Trustees or Directors who are not “interested persons” of the Trust or the Company, respectively, within the meaning of the Investment Company Act of 1940, as amended, (“Independent Trustees” and “Independent Directors”). The President, and other officers of the Trust and the Company, although not members of the Committee, will nonetheless be expected to have a role in recommending candidates and recruiting them for the Board of Trustees of the Trust and the Board of Directors for the Company (the “Board”). The Committee shall give recommendations provided by the President and other officers of the Trust and Company the same consideration as any other candidate.

Board Nominations and Functions

Other Powers and Responsibilities

Last Adopted at the February 28, 2002 Board meeting.

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APPENDIX C

ADVISORY AGREEMENT

AGREEMENT made as of the8th day of May, 200019th day of December, 2001 between Barclays Global Fund Advisors, a corporation organized under the laws of the State of California (the“Adviser”), and WEBS Index Fund,“Advisor”), and iShares, Inc., a Maryland corporation (the “Company”).

WHEREAS, theAdviserAdvisor is engaged principally in the business of rendering investment management services and is registered as an investmentadviseradvisor under the Investment Advisers Act of 1940, as amended; and

WHEREAS, the Company engages in the business of anopen endopen-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Company is authorized to issue shares of beneficial interest in separate series with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Company intends to offer shares representing interests in each of the separate portfolios identified on Schedule A hereto (each, a“Series”;“Fund”); and

WHEREAS, the Company desires to appoint theAdviserAdvisor to serve as the investmentadviseradvisor with respect to eachSeries;Fund; and

WHEREAS, the Company may, from time to time, offer shares representing interests in one or more additional portfolios (each, an “AdditionalSeries);Fund”); and

WHEREAS, the Company may desire to appoint theAdviserAdvisor as the investmentadviseradvisor with respect to one or more AdditionalSeries”;Fund;

NOW THEREFORE, the parties hereto hereby agree as follows:

TheAdviserAdvisor shall be responsible for the general management of the Company’s affairs. TheAdviserAdvisor, at its own expense (subject to the overall supervision and review of the Board of Directors of the Company), shall (i) furnish continuously an investment program for eachSeriesFund in compliance with thatSeries’Fund’s investment objective and policies, as set forth in thethen currentthen-current prospectus and statement of additional information for suchSeriesFund contained in the Company’s Registration Statement on FormN 1A,N-1A, as such prospectus and statement of additional information is amended or supplemented from time to time, (ii) determine what investments shall be purchased, held, sold or exchanged for eachSeriesFund and what portion, if any, of the assets of eachSeriesFund shall be held

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uninvested, (iii) make changes on behalf of the Company in the investments for eachSeriesFund and (iv) provide the Company with records concerning theAdviser’sAdvisor’s activities that the Company is required to maintain and render reports to the Company’s officers and Board of Directors concerning theAdviser’sAdvisor’s discharge of the foregoing responsibilities. TheAdviserAdvisor shall furnish to the Company all office facilities, equipment, services and executive and administrative personnel necessary for managing the investment program of the Company for eachSeriesFund.

Subject to Section 4 below, the Company shall be responsible for and pay all expenses for Company operations and activities.

For the services to be provided by theAdviserAdvisor hereunder with respect to eachSeries,Fund, the Company shall pay to theAdviserAdvisor an annual gross investment advisory fee equal to the amount set forth on Schedule A attachedhereto; provided, however, that the fee paid to the Adviser with respect to each Series shall be reduced by the aggregate of such Series’ fees and expenses, other thanhereto. The Advisor agrees to pay all expenses incurred by the Company except for (i) expenses of theSeriesFund incurred in connection with the execution of portfolio securities transactions on behalf of suchSeries, (ii) expensesFund, (ii) expenses incurred in connection with any distribution plan adopted by the Company in compliance with Rule12b-112b-1 under the 1940 Act, (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 1940 Act) deems to be an extraordinary expense and (vi) the advisory fee payable to theAdviser hereunder; and provided, further, that the Adviser shall reimburse the Company to the extent that the expenses of any Series (other than the expenses set forth in the foregoing proviso) exceed the amount set forth in Schedule A with respect to such Series,Advisor hereunder.

Schedule A shall be amended from time to time to reflect the addition and/or termination of anySeries as a SeriesFund as a Fund hereunder and to reflect any change in the advisory fees payable with respect to anySeriesFund duly approved in accordance with Section 7(b) hereunder. All fees payable hereunder shall be accrued daily and paid as soon as practicable after the last day of each calendar quarter.

In the case of commencement or termination of this Agreement with respect to anySeriesFund during any calendar quarter, the fee with respect to suchSeriesFund for that quarter shall be reduced proportionately based upon the number of calendar days during which it is in effect, and the fee shall be computed upon the average daily net assets of suchSeriesFund for the days during which it is in effect.

In connection with the management of the investment and reinvestment of the assets of the Company, theAdviser,Advisor, acting by its own officers, directors or employees, is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Company. In executing portfolio transactions and selecting brokers or dealers, if any, theAdviserAdvisor will use its best efforts to seek on behalf of aSeriesFund the best overall terms available. In assessing the best overall terms available for any transaction, theAdviserAdvisor shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to execute a particular transaction, theAdviserAdvisor may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the 1934 Act) provided to anySeriesFund of the Company. TheAdviserAdvisor may pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, theAdviserAdvisor determines in good faith that such commission was reasonable in relation to the value of the brokerage and

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research services provided. The Company acknowledges that any such research may be useful to theAdviserAdvisor in connection with other accounts managed by it.

Neither theAdviserAdvisor nor its officers, directors, employees, agents or controlling persons or assigns shall be liable for any error of judgment or mistake of law or for any loss suffered by the Company or its shareholders in connection with the matters to which this Agreement relates; provided, however, that no provision of this Agreement shall be deemed to protect theAdviserAdvisor against any liability to the Company or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement.

The services of theAdviserAdvisor to the Company hereunder are not to be deemed exclusive, and theAdviserAdvisor shall be free to render similar services to others so long as its services hereunder are not impaired thereby.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

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Schedule A (Effective as of April 22, 2005)

Advisory Fee* for the Category ISeries:Funds:

0.59% per annum of the aggregate net assets of the Category ISeriesFunds less than or equal to$7.0 billion$7.0 billion plus 0.54% per annum of the aggregate net assets of the Category ISeriesFunds between $7.0 billion and $11.0billion billion plus 0.49% per annum of the aggregate net assets of the Category ISeriesFunds in excess of $11.0 billion

Category ISeries:Funds:

iShares MSCI Australia Index Fund

iShares MSCI Austria Index Fund

iShares MSCI Belgium Index Fund

iShares MSCI Canada Index Fund

iShares MSCI EMU Index Fund

iShares MSCI France Index Fund

iShares MSCI Germany Index Fund

iShares MSCI Hong Kong Index Fund

iShares MSCI Italy Index Fund

iShares MSCI Japan Index Fund

iShares MSCI Malaysia Index Fund

iShares MSCI Mexico Index Fund

iShares MSCI Netherlands Index Fund

iShares MSCI Spain Index Fund

iShares MSCI Singapore Index Fund

iShares MSCI Sweden Index Fund

iShares MSCI Switzerland Index Fund

iShares MSCI United Kingdom Index Fund

Advisory Fee for Category II Funds:

0.74% per annum of the aggregate net assets of the Category II Funds less than or equal to $2 billion plus

0.69% per annum of the aggregate net assets of the Category II Funds between $2 billion and $4 billion plus0.64% per annum of the aggregate net assets of the Category II Funds greater than $4 billion

Category II Funds:

iShares MSCI Brazil Index Fund