Exhibit (h.6)

               AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT

         AMENDMENT TO TRASFER AGENCY AND SERVICE AGREEMENT, effective as of May
21, 2002, by and among iSHARES TRUST, a business trust established under the
laws of the state of Delaware (the "Fund"), and INVESTORS BANK & TRUST COMPANY,
a Massachusetts trust company (the "Bank").

         WHEREAS, the Fund and Bank entered into a Transfer Agency and Service
Agreement dated April 25, 2000, as amended from time to time (the "Transfer
Agency Agreement"); and

         WHEREAS, the Fund and Bank desire to amend the Transfer Agency
Agreement as set forth below.

         NOW, THEREFORE, in consideration of the premises set forth herein, the
parties agree as follows:

         1.       Amendments.

         (a)      Section 11 of the TA Agreement is hereby amended by deleting
paragraphs 11.1 and 11.2 thereof in their entirety and inserting in lieu thereof
the following:

         "11.1    For performance by the Bank pursuant to this Agreement, the
         Fund(s) agree to pay the Bank an annual maintenance fee as may be
         agreed in writing between the parties.

         11.2     In addition to the fee paid under Section 11.1 above, the
         Fund(s) agree to reimburse the Bank for out-of-pocket expenses or
         advances incurred by the Bank in performing its obligations under this
         Agreement as may be agreed in writing between the parties. In addition,
         any other expenses incurred by the Bank at the request or with the
         written consent of the Fund(s) including, without limitation, any
         equipment or supplies which the Fund specifically orders or requires
         the Bank to purchase, will be reimbursed by the Fund(s)."

         (b)      Appendix B to the Agreement is deleted in its entirety and
reserved.

         (c)      The lead in paragraph of Section 16.1 of the Transfer Agency
Agreement is hereby amended by deleting such paragraph in its entirety and by
inserting in lieu thereof, the following:

         "This Agreement shall remain in effect until May 21, 2005 (the "Initial
         Term"), unless earlier terminated as provided herein. After the
         expiration of the Initial Term, the term of this Agreement shall
         automatically renew for successive three-year terms (each a "Renewal
         Term") unless notice of non-renewal is delivered by the non-renewing
         party to the other party no later than ninety (90) days prior to the
         expiration of the Initial Term or any Renewal Term, as the case may
         be."

         2.       Miscellaneous.
                  -------------

         a)       Except as amended hereby, the Transfer Agency Agreement shall
remain in full force and effect.



         b)       This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first written above.

iSHARES TRUST                               INVESTORS BANK & TRUST COMPANY

By:  /s/ Michael Latham                     By:    /s/ Andrew M. Nesvet
   -------------------------------             -------------------------------
Name:    Michael Latham                     Name:      Andrew M. Nesvet
     -----------------------------               -----------------------------
Title:   Secretary                          Title:     Managing Director
      ----------------------------                ----------------------------