Exhibit F
ARTICLES SUPPLEMENTARY
TO
THE ARTICLES OF INCORPORATION OF iSHARES, INC.
iShares, Inc., a Maryland corporation having its principal office in
Baltimore, Maryland (the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST: Immediately prior to the filing of these Articles Supplementary
(i) the Corporation was authorized to issue ten billion nine hundred
million (10,900,000,000) shares of capital stock designated as Common Stock
and having a par value of one tenth of one cent ($.001) per share for an
aggregate par value of ten million nine hundred thousand dollars
($10,900,000), (ii) 9,099,425,000 authorized shares of Common Stock were
previously classified by the Board of Directors and were allocated among
the Corporation's twenty-eight series as follows:
iShares MSCI Australia Index Fund 127,800,000
iShares MSCI Austria Index Fund 19,800,000
iShares MSCI Belgium Index Fund 136,200,000
iShares MSCI Brazil (Free) Index Fund 500,000,000
iShares MSCI Canada Index Fund 340,200,000
iShares MSCI EMU Index Fund 500,000,000
iShares MSCI France Index Fund 340,200,000
iShares MSCI Germany Index Fund 382,200,000
iShares MSCI Greece Index Fund 200,000,000
iShares MSCI Hong Kong Index Fund 191,400,000
iShares MSCI Indonesia (Free) Index Fund 200,000,000
iShares MSCI Italy Index Fund 63,600,000
iShares MSCI Japan Index Fund 2,124,600,000
iShares MSCI Malaysia (Free) Index Fund 127,800,000
iShares MSCI Mexico (Free) Index Fund 255,000,000
iShares MSCI Netherlands Index Fund 255,000,000
iShares MSCI Portugal Index Fund 200,000,000
iShares MSCI Singapore (Free) Index Fund 191,400,000
iShares MSCI South Africa Index Fund 200,000,000
iShares MSCI South Korea Index Fund 200,000,000
iShares MSCI Spain Index Fund 127,800,000
iShares MSCI Sweden Index Fund 63,600,000
iShares MSCI Switzerland Index Fund 318,625,000
iShares MSCI Taiwan Index Fund 200,000,000
iShares MSCI Thailand (Free) Index Fund 200,000,000
iShares MSCI Turkey Index Fund 200,000,000
iShares MSCI United Kingdom Index Fund 934,200,000
iShares MSCI USA Index Fund 500,000,000
and (iii) the remaining 1,800,575,000 authorized shares of Common Stock
were undesignated as to series.
SECOND: Acting pursuant to authority granted to the Board of Directors
in Article FIFTH of the Corporation's Articles of Incorporation, as
amended, Section 2-105(a) of the Maryland General Corporation Law to
classify and reclassify authorized but unissued shares of its Common Stock,
and Section 2-105(c) of the Maryland General Corporation Law to increase or
decrease the aggregate number of shares of its Common Stock, the Board of
Directors has (i) increased the number of shares of Common Stock, par value
one tenth of one cent per share ($.001), the Corporation has the authority
to issue by two billion (2,000,000,000) shares, i.e., from ten billion nine
hundred million (10,900,000,000) shares to twelve billion nine hundred
million (12,900,000,000) shares, (ii) designated the following named series
of Common Stock; iShares MSCI All Country Far East (Free) Ex Japan Index
Fund, iShares MSCI All Country World Index Fund, iShares MSCI Emerging
Markets (Free) Index Fund, iShares MSCI Emerging Markets Latin America
Index Fund, iShares MSCI Europe Index Fund, iShares MSCI Israel Index Fund
and iShares MSCI Pacific Ex Japan Index Fund and (iii) provided for the
issuance of shares of each of the series described in item (ii) above. Each
series so designated shall consist, until further changed, of the number of
shares allocated to such series by the Board of Directors as set forth
below:
iShares MSCI All Country Far East (Free) Ex Japan Index Fund 500,000,000
iShares MSCI All Country World Index Fund 500,000,000
iShares MSCI Emerging Markets (Free) Index Fund 500,000,000
iShares MSCI Emerging Markets Latin America Index Fund 500.000,000
iShares MSCI Europe Index Fund 500,000,000
iShares MSCI Israel Index Fund 500,000,000
iShares MSCI Pacific Ex Japan Fund 500,000,000
with the result that the authorized shares of Common Stock are now
allocated as follows:
iShares MSCI All Country Far East (Free) Ex Japan Index Fund 500,000,000
iShares MSCI All Country World Index Fund 500,000,000
iShares MSCI Australia Index Fund 127,800,000
iShares MSCI Austria Index Fund 19,800,000
iShares MSCI Belgium Index Fund 136,200,000
iShares MSCI Brazil (Free)Index Fund 500,000,000
iShares MSCI Canada Index Fund 340,200,000
iShares MSCI Emerging Markets (Free) Index Fund 500,000,000
iShares MSCI Emerging Markets Latin America Index Fund 500,000,000
iShares MSCI EMU Index Fund 500,000,000
iShares MSCI Europe Index Fund 500,000,000
iShares MSCI France Index Fund 340,200,000
iShares MSCI Germany Index Fund 382,200,000
iShares MSCI Greece Index Fund 200,000,000
iShares MSCI Hong Kong Index Fund 191,400,000
iShares MSCI Indonesia (Free) Index Fund 200,000,000
iShares MSCI Israel Index Fund 500,000,000
iShares MSCI Italy Index Fund 63,600,000
iShares MSCI Japan Index Fund 2,124,600,000
iShares MSCI Malaysia (Free) Index Fund 127,800,000
iShares MSCI Mexico (Free) Index Fund 255,000,000
iShares MSCI Netherlands Index Fund 255,000,000
iShares MSCI Pacific Ex Japan Index Fund 500,000,000
iShares MSCI Portugal Index Fund 200,000,000
iShares MSCI Singapore (Free) Index Fund 191,400,000
iShares MSCI South Africa Index Fund 200,000,000
iShares MSCI South Korea Index Fund 200,000,000
iShares MSCI Spain Index Fund 127,800,000
iShares MSCI Sweden Index Fund 63,600,000
iShares MSCI Switzerland Index Fund 318,625,000
iShares MSCI Taiwan Index Fund 200,000,000
iShares MSCI Thailand (Free) Index Fund 200,000,000
iShares MSCI Turkey Index Fund 200,000,000
iShares MSCI United Kingdom Index Fund 934,200,000
iShares MSCI USA Index Fund 500,000,000
and the remaining 300,575,000 authorized shares of Common Stock remain
undesignated as to series.
THIRD: The terms of the shares of each series of Common Stock
designated above are as set forth in the Corporation's Articles of
Incorporation filed with the State Department of Assessments and Taxation
of Maryland on September 1, 1994, as amended by Articles of Amendment dated
February 29, 1996, Articles Supplementary dated December 9, 1999 and
Articles of Amendment dated May 12, 2000.
FOURTH: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940.
FIFTH: After giving effect to the foregoing, the total number of
shares of capital stock that the Corporation has authority to issue is
twelve billion nine hundred million (12,900,000,000) shares of its Common
Stock, par value one tenth of one cent per share ($.001), for an aggregate
par value of twelve million nine hundred thousand ($12,900,000) dollars.
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary
to be signed in its name and on its behalf by its Assistant Secretary and
witnessed by its Assistant Treasurer on September 17, 2001.
WITNESS: iSHARES, INC.
By: /s/ Jo Anne Bennick By: /s/ John P. Falco
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Name: Jo Anne Bennick Name: John P. Falco
Title: Assistant Treasurer Title: Assistant Secretary
THE UNDERSIGNED, Assistant Secretary of iShares, Inc., who executed on
behalf of the Corporation Articles Supplementary of which this certificate is
made a part, hereby acknowledges in the name and on behalf of the Corporation
the foregoing Articles Supplementary to be the corporate act of the Corporation
and hereby certifies that the matters and facts set forth herein with respect to
the authorization and approval thereof are true in all material respects under
the penalties of perjury.
/s/ John P. Falco
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Name: John P. Falco