EX-99 3 ishare77.txt EXHIBIT INDEX EXHIBIT A: Attachment to item 77C: Submission of matters to a vote of security holders. EXHIBIT B: Attachment to item 77D: Policies with respect to security investments. EXHIBIT C: Attachment to item 77E: Legal Proceedings - - - - - - - - - - - - - - - - - - - - - - - - - - - - - EXHIBIT A: SUB-ITEM 77C: Submission of matters to a vote of security holders. A special meeting of the shareholders of iShares, Inc. (the "Company") was held on December 19, 2001. At the meeting, the following matters were voted upon by the shareholders. Shareholders of the iShares MSCI Singapore (Free) Index Fund did not approve Proposals 2, 3 and 4. Proposals 3 and 4 did not pass for the iShares MSCI South Korea Index Fund and the iShares MSCI Mexico (Free) Index Fund. All other proposals were approved and the results of voting are presented below. Proposal 1 * To elect the six nominees specified below as Directors of the Company, each of whom will serve until his respective successor is elected and qualified. Votes Votes Votes For Against Abstaining Nathan Most 80,031,635 1,585,430 585,419 Richard K. Lyons 80,087,104 1,528,981 586,397 George G. C. Parker 80,206,531 1,411,377 584,576 John B. Carroll 80,213,590 1,399,965 588,928 Garrett F. Bouton 80,212,728 1,398,467 591,287 W. Allen Reed 80,227,345 1,398,033 577,078 Messrs. Most, Carroll and Reed previously served as Directors of the Company and were reelected. Messrs. Lyons, Parker and Bouton were newly elected. Proposal 2 To approve a new advisory agreement with Barclays Global Fund Advisors in order to effect a change to the fee structure. IShares MSCI Index Fund Votes Votes Votes For Against Abstaining Australia 5,218,230 13,528 8,087 Austria 787,639 6,543 1,001 Belgium 460,728 5,727 2,259 Brazil (Free) 626,687 1,360 6,695 Canada 1,605,768 24,185 5,550 EMU 848,710 8,509 3,008 France 1,595,574 7,704 4,173 Germany 4,143,547 164,659 15,410 Hong Kong 2,927,240 53,951 45,619 Italy 1,166,484 21,570 352 Japan 30,508,180 639,114 266,321 Malaysia (Free) 9,322,460 510,931 46,642 Mexico (Free) 1,530,313 59,645 48,721 Netherlands 657,984 8,001 2,143 Singapore 6,262,054 4,186,435 82,725 South Korea 1,496,477 3,741 1,027 Spain 846,086 4,570 1,670 Sweden 451,301 2,276 3,448 Switzerland 1,392,729 8,876 2,472 Taiwan 8,500,275 14,525 8,966 United kingdom 4,052,606 127,633 9,967 Proposal 3 To approve a change to the Company's fundamental investment policy to permit each Index Fund to invest 25% or more of its total assets in a single issuer. Ishares MSCI Index Fund Votes Votes Votes Broker For Against Abstaining Non-Votes** Australia 4,566,084 128,417 8,164 537,180 Austria 592,395 11,192 1,066 190,530 Belgium 331,114 12,409 1,727 123,464 Brazil (Free) 473,313 6,389 7,485 147,555 Canada 1,119,723 78,272 6,105 431,402 EMU 577,349 30,209 1,914 250,755 France 1,089,533 60,793 5,363 451,762 Germany 3,013,609 375,738 13,837 920,432 Hong Kong 2,074,258 164,613 15,969 771,970 Italy 813,326 7,666 1,715 365,699 Japan 21,565,829 1,542,923 227,835 8,077,028 Malaysia (Free) 6,780,543 640,697 42,149 2,416,645 Mexico (Free) 742,809 151,704 49,759 694,407 Netherlands 455,089 13,140 1,265 198,634 Singapore (Free) 2,941,417 4,267,886 71,331 3,250,579 South Korea 894,759 15,352 927 590,207 Spain 593,328 14,664 2,440 241,894 Sweden 317,304 11,441 2,460 125,821 Switzerland 968,175 21,306 4,625 409,971 Taiwan 6,527,685 156,95 8,941 1,830,188 United Kingdom 2,962,892 200,830 10,764 1,015,718 Proposal 4 To approve a change to the Company's fundamental investment policy with respect to industry concentration. IShares MSCI Index Fund Votes Votes Votes Broker For Against Abstaining Non-Votes** Australia 4,565,354 129,127 8,184 537,180 Austria 597,765 4,457 2,431 190,530 Belgium 337,214 6,462 1,574 123,464 Brazil (Free) 474,421 5,281 7,485 147,555 Canada 1,130,487 66,818 6,795 431,402 EMU 584,673 22,872 1,927 250,755 France 1,090,283 57,340 8,066 451,762 Germany 3,031,995 352,206 18,983 920,432 Hong Kong 2,100,329 133,296 21,215 771,970 Italy 812,824 8,346 1,537 365,699 Japan 21,766,135 1,274,909 295,543 8,077,028 Malaysia (Free) 6,840,531 575,134 47,723 2,416,645 Mexico (Free) 751,103 142,806 50,363 694,407 Netherlands 455,508 12,709 1,277 198,634 Singapore 3,036,902 4,163,488 80,245 3,250,579 South Korea 896,094 13,479 1,465 590,207 Spain 595,518 12,274 2,640 241,894 Sweden 321,027 6,788 3,389 125,821 Switzerland 971,210 18,605 4,291 409,971 Taiwan 6,531,233 152,645 9,700 1,830,188 United Kingdom 2,965,577 195,398 13,512 1,015,718 Proposal 5 To approve a change of the iShares MSCI Japan Index Fund from diversified to non-diversified. Votes Votes Votes Broker For Against Abstaining Non-Votes** 21,869,940 1,323,934 142,714 8,077,028 Proposal 6 To approve a change of the iShares MSCI United Kingdom Index Fund from diversified to non-diversified. Votes Votes Votes Broker For Against Abstaining Non-Votes** 2,971,281 190,578 12,627 1,015,718 * Denotes Company-wide proposal and voting results. ** Broker Non-Votes are proxies received by the Fund from brokers or nominees, who either have not received instructions from the beneficial owner or other persons entitled to vote, or do not have discretionary power to vote on a particular matter. EXHIBIT B: SUB-ITEM 77D: Policies with respect to security investments. The Board of Directors recommended and shareholders approved the following changes to the Company's investment policies: 1. the removal of the fundamental investment policy that it will not purchase a security (other than obligations of the United States Government, its agencies and instrumentalities) if as a result 25% or more of its total assets would be invested in a single issuer; 2. the change of the Company's industry concentration policy to the following: "No Index Fund will concentrate its investments (i.e., hold 25% or more of its total assets in the stocks of a particular industry or group industries), except that, to the extent practicable, an Index Fund will concentrate to approximately the same extent that its benchmark MSCI Index concentrates in stocks of such particular industry or group industries, provided that each Index Fund will comply with the diversification requirements applicable to regulated investment companies of the Internal Revenue Code, any underlying Treasury regulations or any successor provision;" and 3. a change in the subclassification of the iShares MSCI Japan and United Kingdom Index Funds Fund from diversified investment companies to non-diversified investment companies. EXHIBIT C: SUB-ITEM 77E: Legal Proceedings. A United States patentholder has notified the Company that it believes that the manner of the Company's operation results in the Company, possibly in conjunction with others, engaging in acts of infringement of such patent and has suggested that the Company, or one or more of its service providers, enter into a license agreement with it and pay it substantial fees. Payment of such fees by the Company could materially adversely affect the expense ratios of the Index Funds. In August 2000 the AMEX commenced an action seeking a declaratory judgement that its activities with respect to exchange traded funds, including the Company, do not infringe the patentholder's patents. The patentholder has counterclaimed alleging that such activities infringe its patent. The Company is not a party to this action. The Company believes that it has valid defenses to any potential patent infringement claim by the patentholder.