EX-99.A.4 2 0002.txt REGISTRANT'S ARTICLES OF AMENDMENT EXHIBIT (A.4) ARTICLES OF AMENDMENT TO CHARTER OF WEBS INDEX FUND, INC. THIS IS TO CERTIFY that WEBS INDEX FUND, 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: The Charter of the Corporation is hereby amended by striking out Article SECOND of the Articles of Incorporation and inserting in lieu thereof a new Article SECOND as follows: SECOND: Name. The name of the corporation (which is hereinafter ---- called the "Corporation"): is iSHARES, INC. SECOND: The designation of each of the Corporation's series of common stock as a "WEBS Index Series" is hereby amended to be an "iShares MSCI [name] Index Fund" and the name of the "Korea WEBS Index Series" is further amended to become the "iShares MSCI South Korea Index Fund", with the effect that the name of each such series changes as follows: From: To: ---- -- Australia WEBS Index Series iShares MSCI Australia Index Fund Austria WEBS Index Series iShares MSCI Austria Index Fund Belgium WEBS Index Series iShares MSCI Belgium Index Fund Brazil (Free) WEBS Index Series iShares MSCI Brazil (Free) Index Fund Canada WEBS Index Series iShares MSCI Canada Index Fund EMU WEBS Index Series iShares MSCI EMU Index Fund France WEBS Index Series iShares MSCI France Index Fund Germany WEBS Index Series iShares MSCI Germany Index Fund Greece WEBS Index Series iShares MSCI Greece Index Fund Hong Kong WEBS Index Series iShares MSCI Hong Kong Index Fund Indonesia (Free) WEBS Index Series iShares MSCI Indonesia (Free) Index Fund Italy WEBS Index Series iShares MSCI Italy Index Fund Japan WEBS Index Series iShares MSCI Japan Index Fund Korea WEBS Index Series iShares MSCI South Korea Index Fund Malaysia WEBS Index Series iShares MSCI Malaysia Index Fund Mexico (Free) WEBS Index Series iShares MSCI Mexico (Free) Index Fund Netherlands WEBS Index Series iShares MSCI Netherlands Index Fund Portugal WEBS Index Series iShares MSCI Portugal Index Fund From: To: ---- -- Singapore WEBS Index Series iShares MSCI Singapore Index Fund South Africa WEBS Index Series iShares MSCI South Africa Index Fund Spain WEBS Index Series iShares MSCI Spain Index Fund Sweden WEBS Index Series iShares MSCI Sweden Index Fund Switzerland WEBS Index Series iShares MSCI Switzerland Index Fund Taiwan WEBS Index Series iShares MSCI Taiwan Index Fund Thailand (Free) WEBS Index Series iShares MSCI Thailand (Free) Index Fund Turkey WEBS Index Series iShares MSCI Turkey Index Fund United Kingdom WEBS Index Series iShares MSCI United Kingdom Index Fund USA WEBS Index Series iShares MSCI USA Index Fund THIRD: The foregoing amendment does not change the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the capital stock of the Corporation. FOURTH: A majority of the entire Board of Directors of the Corporation approved the foregoing amendments to the Charter of the Corporation and duly adopted a resolution in which were set forth the foregoing amendments to the Charter of the Corporation, declaring that said amendments of the Charter as proposed were advisable. FIFTH: The foregoing amendments to the Charter of the Corporation are limited to changes expressly permitted by (S)2-605(a)(1) and (a)(2) of the General Corporation Law of Maryland to be made without action by stockholders and the Corporation is registered as an open-end company under the Investment Company Act of 1940, as amended. -2- IN WITNESS WHEREOF, WEBS Index Fund, Inc. has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on May 15, 2000. WEBS INDEX FUND, INC. WITNESS: /s/ John P. Falco By: /s/ Nathan Most -------------------------------- ------------------ John P. Falco Nathan Most Assistant Secretary President THE UNDERSIGNED, President of WEBS Index Fund, Inc., who executed on behalf of the Corporation the foregoing amendments to the Charter of which this Certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing amendments to the Charter to be the corporate act of said 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/ Nathan Most ---------------------- Name: Nathan Most -3-