485APOS

   As filed with the Securities and Exchange Commission on October 30, 2009
                                               File Nos. 33-97598 and 811-09102

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                FORM N-1A

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933           [X]

                    Post-Effective Amendment No. 102                       [X]

                                 and/or

     REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940       [X]

                            Amendment No. 104                              [X]

                       (Check appropriate box or boxes)

                                 iShares, Inc.
              (Exact Name of Registrant as Specified in Charter)

                    c/o State Street Bank and Trust Company
                             200 Clarendon Street
                               Boston, MA 02116
               (Address of Principal Executive Office)(Zip Code)

      Registrant's Telephone Number, including Area Code: (415) 597-2000

                         The Corporation Trust Company
                             300 E. Lombard Street
                              Baltimore, MD 21202
                    (Name and Address of Agent for Service)

                                With Copies to:

                                                        
MARGERY K. NEALE, ESQ.         BENJAMIN J. HASKIN, ESQ.       JESSICA N. BENTLEY, ESQ.
WILLKIE FARR & GALLAGHER LLP   WILLKIE FARR & GALLAGHER LLP   BARCLAYS GLOBAL INVESTORS, N.A.
787 SEVENTH AVENUE             1875 K STREET, N.W.            400 HOWARD STREET
NEW YORK, N.Y. 10019-6099      WASHINGTON, D.C. 20006-1238    SAN FRANCISCO, CA 94105]



                                                   
    It is proposed that this filing will become effective (check appropriate box):

[_] Immediately upon filing pursuant to paragraph (b)  [_]  On (date) pursuant to paragraph (b)

[X] 60 days after filing pursuant to paragraph (a)(1)  [_]  On (date) pursuant to paragraph (a)(1)

[_] 75 days after filing pursuant to paragraph (a)(2)  [_]  On (date) pursuant to paragraph (a)(2)

    If appropriate, check the following box:

    [_] The post-effective amendment designates a new effective date for a previously filed
        post-effective amendment



================================================================================





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                  iSHARES(Reg. TM) MSCI AUSTRALIA INDEX FUND

                                JANUARY 1, 2010



                           Ticker: EWA
                           Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI AUSTRALIA INDEX
            FUND.........................................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   16
          Financial Highlights...........................   17
          Index Provider.................................   18
          Disclaimers....................................   18
          Supplemental Information.......................   20





"MSCI Australia Index(SM)" is a servicemark of MSCI Inc. and has been licensed
for use for certain purposes by Barclays Global Investors, N.A. ("BGI").
iShares is a registered trademark of BGI.


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                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                   iSHARES(Reg. TM) MSCI AUSTRALIA INDEX FUND
                      Ticker: EWA  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Australia Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




------------------------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Australian
Stock Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _______, ________, and ________.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 90% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 80% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or


S-2                                                       [GRAPHIC APPEARS HERE]





may not hold all of the securities in the Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

COMMODITY EXPOSURE RISK. The Fund invests in Australia, which is susceptible to
fluctuations in certain commodity markets. Any negative changes in commodity
markets could have a great impact on the Australian economy.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value


                                                                             S-3





and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to ASIAN ECONOMIC RISK, EUROPEAN
ECONOMIC RISK and U.S. ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.


S-4                                                       [GRAPHIC APPEARS HERE]





               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



     
1998      2.18%
1999     19.24%
2000    -11.52%
2001      2.33%
2002     -0.28%
2003     49.82%
2004     30.86%
2005     16.67%
2006     31.42%
2007     28.96%






----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     _____%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                          1 YEAR    5 YEARS    10 YEARS
                                                         --------  ---------  ---------
                                                                     
(INCEPTION DATE: 3/12/1996)
  Return Before Taxes                                    %         %          %
  Return After Taxes on Distributions/1/                 %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                              %         %          %
MSCI AUSTRALIA INDEX (Index returns do not reflect
deductions for fees, expenses, or taxes)                 %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.


                                                                             S-5





PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
200,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.


COMMODITY EXPOSURE RISK. The agricultural and mining sectors of Australia's
economy account for the majority of its exports. Australia is susceptible to
fluctuations in the commodity markets and, in particular, in the price and
demand for agricultural products and natural resources. Any negative changes in
these sectors could have an adverse impact on the Australian economy.


CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the


                                       1




Fund may be adversely affected by the performance of those securities, may be
subject to increased price volatility and may be more susceptible to adverse
economic, market, political or regulatory occurrences affecting that market,
industry, group of industries, country, region, group of countries, sector or
asset class.


CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Australian currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are subject
to volatile changes in value that may be attributable to market perception of a
particular issuer or to general stock market fluctuations that affect all
issuers. Investments in equity securities may be more volatile than investments
in other asset classes.

GEOGRAPHIC RISK. Australia is located in a part of the world that has
historically been prone to natural disasters such as drought and is economically
sensitive to environmental events. Any such event could result in a significant
adverse impact on the Australian economy.

ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Australian economy is dependent on the
economies of Asia, Europe and the United States as key trading partners.
Reduction in spending by any of these economies on Australian products and
services or negative changes in any of these economies may cause an adverse
impact on the Australian economy:

ASIAN ECONOMIC RISK. Certain Asian economies experience over-extension of
credit, currency devaluations and restrictions, rising unemployment, high
inflation, decreased exports and economic recessions. Economic events in any
one country can have a significant effect on the entire Asian region as well as
on major trading partners outside Asia and any adverse event in the Asian
markets may have a significant adverse effect on the Australian economy.


EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


U.S. ECONOMIC RISK. The United States is Australia's largest trade and
investment partner. Decreasing U.S. imports, new trade regulations, changes in
the U.S. dollar exchange rates or a recession in the United States may have an
adverse impact on the Australian economy.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


                                       5




Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Austria Investable Market Index Fund, iShares MSCI Belgium
Investable Market 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 Japan Small Cap Index Fund, iShares MSCI
Malaysia Index Fund, iShares MSCI Mexico Investable Market Index Fund, iShares
MSCI Netherlands Investable Market Index Fund, iShares MSCI Singapore Index
Fund, iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund, iShares
MSCI Switzerland Index Fund and iShares MSCI United Kingdom Index Fund, which
are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ___%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       7




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWA".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       8





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       9




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o  Level 1 - Inputs that reflect unadjusted quoted prices in active markets for
   identical assets or liabilities that the Fund has the ability to access at
   the measurement date;

o  Level 2 - Inputs other than quoted prices included within Level 1 that are
   observable for the asset or liability either directly or indirectly,
   including quoted prices for similar assets or liabilities in active markets,
   quoted prices for identical or similar assets or liabilities in markets that
   are not considered to be active, inputs other than quoted prices that are
   observable for the asset or liability and inputs that are derived principally
   from or corroborated by observable market data by correlation or other means;
   and

o  Level 3 - Inputs that are unobservable for the asset or liability.


                                       10





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       11




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with Australia.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such


                                       12




date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 200,000 shares or multiples
thereof. Each "creator" or


                                       13





"Authorized Participant" enters into an authorized participant agreement with
the Distributor. Only an Authorized Participant may create or redeem Creation
Units directly with the Fund. A creation transaction, which is subject to
acceptance by the transfer agent, generally takes place when an Authorized
Participant deposits into the Fund a portfolio of securities approximating the
holdings of the Fund and a specified amount of cash in exchange for a specified
number of Creation Units. To the extent practicable, the composition of such
portfolio generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       14





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        200,000             $                 3.0%                  2.0%



-----------
*    As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

                                       15




Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       16




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       17




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       18




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       19




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.





 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
=================  ================  ========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ----------------  ------------------------
                                                  %
                   ================  ========================



                                       20




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       21




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------


To sign up for electronic delivery, please follow these simple steps:

1.   Go to www.icsdelivery.com.
           -------------------

2.   From the main page, select the first letter of your brokerage firm's name.

3.   Select your brokerage institution from the list that follows. If your
     brokerage firm is not listed, electronic delivery may not be available.
     Please contact your brokerage firm or financial adviser.

4.   Fill out the appropriate information and provide the e-mail address where
     you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWA-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]






THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS



          iSHARES(Reg. TM) MSCI AUSTRIA INVESTABLE MARKET INDEX FUND

                                JANUARY 1, 2010



                           Ticker: EWO
                           Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI AUSTRIA INVESTABLE
            MARKET INDEX FUND............................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    5
          Management.....................................    6
          Shareholder Information........................    7
          Distribution...................................   14
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI Austria Investable Market Index(SM)" and "MSCI Austria Index(SM)" are
servicemarks of MSCI Inc. and have been licensed for use for certain purposes
by Barclays Global Investors, N.A. ("BGI"). iShares is a registered trademark
of BGI.



                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





          iSHARES(Reg. TM) MSCI AUSTRIA INVESTABLE MARKET INDEX FUND
                    Ticker: EWO  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Austria Investable
Market Index (the "Underlying Index"). The Fund's investment objective and the
Underlying Index may be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES


The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:






                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




-----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.


                                                                             S-1





EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Vienna Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____, and ______.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 90% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 80% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as


S-2                                                       [GRAPHIC APPEARS HERE]





return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund


                                                                             S-3





invests. Changes to the financial condition of any of those companies may cause
the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to EUROPEAN ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.


S-4                                                       [GRAPHIC APPEARS HERE]





               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



      
1998      -1.83%
1999     -10.36%
2000     -10.57%
2001      -2.57%
2002      17.27%
2003      58.46%
2004      70.93%
2005      21.50%
2006      35.84%
2007       3.95%






----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ----%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                          1 YEAR    5 YEARS    10 YEARS
                                                         --------  ---------  ---------
                                                                     
  (INCEPTION DATE: 3/12/1996)
  Return Before Taxes                                    %         %          %
  Return After Taxes on Distributions/1/                 %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                              %         %          %
MSCI AUSTRIA INVESTABLE MARKET INDEX (Index returns do
not reflect deductions for fees, expenses, or taxes)     %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.


                                                                             S-5





PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
100,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Austrian currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.

ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant

                                       2




premiums or discounts than might be experienced at times when the Fund accepts
purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ
significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.

                                       3





NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests in securities included in, or representative of, its Underlying
Index regardless of their investment merits. BGFA does not attempt to take
defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Austrian economy is dependent on the
economies of Europe, mainly Eastern Europe, as key trading partners. Reduction
in spending by these economies on Austrian products and services or negative
changes in any of these economies may cause an adverse impact on the Austrian
economy. Eastern European markets remain relatively undeveloped and can be
particularly sensitive to political and economic developments and adverse
events in these Eastern European countries may greatly impact the Austrian
economy:


EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and

                                       4





regulatory requirements may cause tracking error, the divergence of the Fund's
performance from that of its Underlying Index. This risk may be heightened
during times of increased market volatility or other unusual market conditions.
Tracking error also may result because the Fund incurs fees and expenses while
its Underlying Index does not. BGFA expects that the Fund may experience higher
tracking error than is typical for equity index ETFs.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       5





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Belgium Investable
Market 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 Japan Small Cap Index Fund, iShares MSCI Malaysia Index
Fund, iShares MSCI Mexico Investable Market Index Fund, iShares MSCI
Netherlands Investable Market Index Fund, iShares MSCI Singapore Index Fund,
iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund, iShares MSCI
Switzerland Index Fund and iShares MSCI United Kingdom Index Fund, which are
offered in separate prospectuses) as follows: 0.59% per annum of the aggregate
net assets less than or equal to $7.0 billion, plus 0.54% per annum of the
aggregate net assets over $7.0 billion, up to and including $11.0 billion, plus
0.49% per annum of the aggregate net assets over $11.0 billion, up to and
including $24.0 billion, plus 0.44% per annum of the aggregate net assets over
$24.0 billion, up to and including $48.0 billion, plus 0.40% per annum of the
aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ___%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       6




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWO".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly



                                       7





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       8




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o  Level 1 - Inputs that reflect unadjusted quoted prices in active markets for
   identical assets or liabilities that the Fund has the ability to access at
   the measurement date;

o  Level 2 - Inputs other than quoted prices included within Level 1 that are
   observable for the asset or liability either directly or indirectly,
   including quoted prices for similar assets or liabilities in active markets,
   quoted prices for identical or similar assets or liabilities in markets that
   are not considered to be active, inputs other than quoted prices that are
   observable for the asset or liability and inputs that are derived principally
   from or corroborated by observable market data by correlation or other means;
   and

o  Level 3 - Inputs that are unobservable for the asset or liability.


                                       9





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       10




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with Austria.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such


                                       11




date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 100,000 shares or multiples
thereof. Each "creator" or


                                       12





"Authorized Participant" enters into an authorized participant agreement with
the Distributor. Only an Authorized Participant may create or redeem Creation
Units directly with the Fund. A creation transaction, which is subject to
acceptance by the transfer agent, generally takes place when an Authorized
Participant deposits into the Fund a portfolio of securities approximating the
holdings of the Fund and a specified amount of cash in exchange for a specified
number of Creation Units. To the extent practicable, the composition of such
portfolio generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       13





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        100,000             $                 3.0%                  2.0%



-----------
*  As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom

                                       14




Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.


Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,


                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
=================  ================  ========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ----------------  ------------------------
                                             %
                   ================  ========================



                                       19




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.

Effective February 1, 2008, to broaden its coverage of the market, the Fund
changed its Underlying Index from the MSCI Austria Index to the MSCI Austria
Investable Market Index.

Index performance reflects the performance of the MSCI Austria Index through
January 31, 2008 and the MSCI Austria Investable Market Index thereafter.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       20




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.   Go to www.icsdelivery.com.
           -------------------

2.   From the main page, select the first letter of your brokerage firm's name.

3.   Select your brokerage institution from the list that follows. If your
     brokerage firm is not listed, electronic delivery may not be available.
     Please contact your brokerage firm or financial adviser.

4.   Fill out the appropriate information and provide the e-mail address where
     you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWO-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]






THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


          iSHARES(Reg. TM) MSCI BELGIUM INVESTABLE MARKET INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWK
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI BELGIUM INVESTABLE
            MARKET INDEX FUND............................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    5
          Management.....................................    5
          Shareholder Information........................    7
          Distribution...................................   14
          Financial Highlights...........................   15
          Index Provider.................................   16
          Disclaimers....................................   16
          Supplemental Information.......................   18





"MSCI Belgium Investable Market IndexSM" and "MSCI Belgium IndexSM" are
servicemarks of MSCI Inc. and have been licensed for use for certain purposes
by Barclays Global Investors, N.A. ("BGI"). iShares is a registered trademark
of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





          iSHARES(Reg. TM) MSCI BELGIUM INVESTABLE MARKET INDEX FUND
                    Ticker: EWK  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Belgium Investable
Market Index (the "Underlying Index"). The Fund's investment objective and the
Underlying Index may be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:






                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




-----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.


                                                                             S-1





EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Brussels Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____, and ______.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 90% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 80% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as


S-2                                                       [GRAPHIC APPEARS HERE]





return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.


                                                                             S-3





ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

LACK OF NATURAL RESOURCES RISK. The Fund invests in Belgium, which has few
natural resources. Any fluctuation or shortage in the commodity markets could
have a great impact on the Belgian economy.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.


S-4                                                       [GRAPHIC APPEARS HERE]





               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



      
1998      51.69%
1999     -14.05%
2000     -16.10%
2001     -12.99%
2002      -9.36%
2003      41.06%
2004      43.92%
2005       7.75%
2006      36.35%
2007      -1.18%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     _____%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                          1 YEAR    5 YEARS    10 YEARS
                                                         --------  ---------  ---------
                                                                     
(INCEPTION DATE: 3/12/1996)
  Return Before Taxes                                    %         %          %
  Return After Taxes on Distributions/1/                 %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                              %         %          %
MSCI BELGIUM INVESTABLE MARKET INDEX (Index returns do
not reflect deductions for fees, expenses, or taxes)     %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.


                                                                             S-5





PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
40,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Belgian currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.

GEOGRAPHIC RISK. Belgium's geographic location near the center of Europe's
transportation network makes it vulnerable to environmental events (such as
pollution, oil spills, etc.) that may have an adverse impact on the Belgian
economy. Belgium also faces a significant risk of major flooding which could
adversely affect the country's economy.

ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


LACK OF NATURAL RESOURCES RISK. Except for its coal, which is no longer
economical to exploit, Belgium has virtually no natural resources. Belgium is
reliant on imports for its commodity needs. Any fluctuations or shortages in
the commodity markets could have a negative impact on the Belgian economy.

MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.


RELIANCE ON TRADING PARTNERS RISK. The Belgian economy is dependent on the
economies of Europe as key trading partners. The Economic and Monetary Union of
the European Union (the "EU") requires compliance with restrictions on
inflation rates, deficits, interest rates, debt levels and fiscal and monetary
controls, each of which may significantly affect every country in Europe.
Decreasing imports or exports, changes in governmental regulations on trade,
changes in the exchange rate of the euro and recessions in EU economies may
have a significant adverse impact on the economies of other EU members and
their trading partners.

TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not. BGFA expects that
the Fund may experience higher tracking error than is typical for equity index
ETFs.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).

Management

INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.


                                       5




For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Investable Market Index Fund, iShares MSCI
Austria Investable Market 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 Japan Small Cap Index Fund, iShares MSCI
Malaysia Index Fund, iShares MSCI Mexico Investable Market Index Fund, iShares
MSCI Netherlands Investable Market Index Fund, iShares MSCI Singapore Index
Fund, iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund, iShares
MSCI Switzerland Index Fund and iShares MSCI United Kingdom Index Fund, which
are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ___%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.


Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr.

                                       6





Savage has been a senior portfolio manager for BGFA and BGI since 2006 and a
portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has been a
Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWK".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly with the Fund. Once created, shares of the
Fund generally trade in the secondary market in amounts less than a Creation
Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent


                                       7




trading activity because shares of the Fund are listed and traded on national
securities exchanges.

The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed or by market data vendors or other information
providers. The IOPV is based on the current market value of the securities
and/or cash required to be deposited in exchange for a Creation Unit. The IOPV
does not necessarily reflect the precise composition of the current portfolio
of securities held by the Fund at a particular point in time nor the best
possible valuation of the current portfolio. Therefore, the IOPV should not be
viewed as a "real-time" update of the NAV, which is computed only once a day.
The IOPV is generally determined by using both current market quotations and/or
price quotations obtained from broker-dealers that may trade in the portfolio
securities held by the Fund. The quotations of certain Fund holdings may not be
updated during U.S. trading hours if such holdings do not trade in the U.S. The
Fund is not involved in, or responsible for, the calculation or dissemination
of the IOPV and makes no representation or warranty as to its accuracy.

                                       8





DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o  Level 1 - Inputs that reflect unadjusted quoted prices in active markets for
   identical assets or liabilities that the Fund has the ability to access at
   the measurement date;

o  Level 2 - Inputs other than quoted prices included within Level 1 that are
   observable for the asset or liability either directly or indirectly,
   including quoted prices for similar assets or liabilities in active markets,
   quoted prices for identical or similar assets or liabilities in markets that
   are not considered to be active, inputs other than quoted prices that are
   observable for the asset or liability and inputs that are derived principally
   from or corroborated by observable market data by correlation or other means;
   and

o  Level 3 - Inputs that are unobservable for the asset or liability.

The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value


                                       9





measurement in its entirety. The categorization of a value determined for a
financial instrument within the hierarchy is based upon the pricing
transparency of the instrument and does not necessarily correspond to the
Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income and realized gains will be automatically
reinvested in additional whole shares of the Fund purchased in the secondary
market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

                                       10




TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with Belgium.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such date. In general, your distributions are subject
to U.S. federal income tax for the year when they are paid. Certain
distributions paid in January, however, may be treated as paid on December 31
of the prior year.


If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.

                                       11





If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 40,000 shares or multiples
thereof. Each "creator" or "Authorized Participant" enters into an authorized
participant agreement with the Distributor. Only an Authorized Participant may
create or redeem Creation Units directly with the Fund. A creation transaction,
which is subject to acceptance by the transfer agent, generally takes place
when an Authorized Participant deposits into the Fund a portfolio of securities
approximating the holdings of the Fund and a specified amount of cash in
exchange for a specified number of Creation Units. To the extent practicable,
the composition of such portfolio generally corresponds PRO RATA to the
holdings of the Fund.


                                       12





Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.


TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day.


                                       13





BGFA may, from time to time, at its own expense, compensate purchasers of
Creation Units who have purchased substantial amounts of Creation Units and
other financial institutions for administrative or marketing services.
Similarly, the standard redemption transaction fee is the same regardless of
the number of Creation Units redeemed on the same day. Creations and
redemptions through DTC for cash (when cash creations and redemptions are
available or specified) are also subject to an additional variable charge up to
the maximum amount shown in the table below. In addition, purchasers of shares
in Creation Units are responsible for payment of the costs of transferring
securities to the Fund and redeemers of shares in Creation Units are
responsible for the costs of transferring securities from the Fund. Investors
who use the services of a broker or other such intermediary may pay fees for
such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $         40,000             $                 3.0%                  2.0%



-----------
*  As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       14




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       15




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       16




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       17




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS  PERCENTAGE OF TOTAL DAYS
=================  ===============  ========================
                              
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ---------------  ------------------------
                                              %
                   ===============  ========================



                                       18




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.

Effective December 1, 2007, to broaden its coverage of the market, the Fund
changed its Underlying Index from the MSCI Belgium Index to the MSCI Belgium
Investable Market Index.

Index performance reflects the performance of the MSCI Belgium Index through
November 30, 2007 and the MSCI Belgium Investable Market Index thereafter.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       19




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456





Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWK-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]






THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                    iSHARES(Reg. TM) MSCI BRAZIL INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWZ
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI BRAZIL INDEX FUND........  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   16
          Financial Highlights...........................   17
          Index Provider.................................   18
          Disclaimers....................................   18
          Supplemental Information.......................   20





"MSCI Brazil Index(SM)" is a servicemark of MSCI Inc. and has been licensed for
use for certain purposes by Barclays Global Investors, N.A. ("BGI"). iShares is
a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                    iSHARES(Reg. TM) MSCI BRAZIL INDEX FUND
                      Ticker: EWZ  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Brazil Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the BM&FBOVESPA. As
of September 30, 2009, the Underlying Index's three largest industries were
_____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 95% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 80% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.


S-2                                                       [GRAPHIC APPEARS HERE]





TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

COMMODITY EXPOSURE RISK. The Fund invests in Brazil, which is susceptible to
fluctuations in certain commodity markets. Any negative changes in commodity
markets could have a great impact on the Brazilian economy.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.


                                                                             S-3





EMERGING MARKETS RISK. The Fund's investment in emerging markets may be subject
to a greater risk of loss than investments in developed markets.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

PRIVATIZATION RISK. Some countries in which the Fund invests have begun a
process of privatizing certain entities and industries; privatized entities may
lose money or be re-nationalized.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes)


S-4                                                       [GRAPHIC APPEARS HERE]





does not necessarily indicate how the Fund will perform in the future.
Supplemental information about the Fund's performance is shown under the
heading TOTAL RETURN INFORMATION in the SUPPLEMENTAL INFORMATION section of the
Prospectus.

                YEAR BY YEAR RETURNS/1/(YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



     
2001    -19.52%
2002    -34.71%
2003    113.03%
2004     34.16%
2005     52.46%
2006     44.28%
2007     76.61%





-----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     _____%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                                                 SINCE
                                                               ONE     FIVE      FUND
                                                              YEAR    YEARS    INCEPTION
                                                             ------  -------  ----------
                                                                     
(INCEPTION DATE: 7/10/2000)
  Return Before Taxes                                        %       %        %
  Return After Taxes on Distributions/1/                     %       %        %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                                  %       %        %
MSCI BRAZIL INDEX (Index returns do not reflect deductions
for fees, expenses or taxes)                                 %       %        %




-----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.


                                                                             S-5





MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
50,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.


COMMODITY EXPOSURE RISK. The agricultural and mining sectors of Brazil's
economy account for a large portion of its exports. Any changes in these
sectors or fluctuations in the commodity markets could have an adverse impact
on the Brazilian economy.


CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse


                                       1




economic, market, political or regulatory occurrences affecting that market,
industry, group of industries, country, region, group of countries, sector or
asset class.


CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Brazilian currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.



EMERGING MARKETS RISK. Investments in emerging markets are subject to a greater
risk of loss than investments in developed markets. This is due to, among other
things, greater market volatility, lower trading volume, political and economic
instability, greater risk of a market shutdown and more governmental
limitations on foreign investments than typically found in developed markets.


EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.

ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

PRIVATIZATION RISK. The Brazilian government has begun a program of
privatization, notably in the telecommunications and energy sectors.
Historically, investors in some newly privatized entities have suffered losses
due to inability of the newly privatized company to adjust quickly to a
competitive environment or to changed regulatory and legal standards. There is
no assurance that similar losses will not recur.

RELIANCE ON TRADING PARTNERS RISK. Brazil is highly dependent on trade with
other countries. The Brazilian economy is affected by the economies of other
Central and South American countries, some of which have experienced high
interest rates, economic volatility, inflation, currency devaluations and high
unemployment rates. Any adverse economic event in one country can have a
significant effect on other countries of this region. In addition, commodities
(such as oil, gas and minerals) represent a significant percentage of the
region's exports and many economies in this region, including Brazil's, are
particularly sensitive to fluctuations in commodity prices.

STRUCTURAL RISKS. Certain political, economic, legal and currency risks have
contributed to a high level of price volatility in the Brazilian equity and
currency markets and could adversely affect investments in the Fund:

ECONOMIC AND CURRENCY RISK. Brazil is heavily dependent upon commodity prices
and international trade and suffers from high inflation rates. Brazil, like
some emerging market countries, is likely to experience currency devaluations
and economic recessions causing a negative effect on its economy and securities
market.

LARGE GOVERNMENT DEBT RISK. Brazil continues to suffer from chronic structural
public sector deficits. Brazil's outstanding government debt has in recent
times been as high as 51% of gross domestic product. Total foreign debt is
still large in relation to Brazil's export base.

POLITICAL AND SOCIAL RISK. Disparities of wealth, the pace and success of
democratization and capital market development and ethnic and religious and
racial disaffection have led to social unrest, violence and labor unrest.
Unanticipated political or social developments may result in sudden and
significant investment losses.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not. BGFA expects that
the Fund may experience higher tracking error than is typical for equity index
ETFs.


                                       5





VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Chile Investable Market Index Fund, iShares MSCI Israel
Capped Investable Market Index Fund, iShares MSCI South Africa Index Fund,
iShares MSCI South Korea Index Fund, iShares MSCI Taiwan Index Fund, iShares
MSCI Thailand Investable Market Index Fund and iShares MSCI Turkey Investable
Market Index Fund, which are offered in separate prospectuses) as follows:
0.74% per annum of the aggregate net assets less than or equal to $2.0 billion,
plus 0.69% per annum of the aggregate net assets over $2.0 billion, up to and
including $4.0 billion, plus 0.64% per annum of the aggregate net assets over
$4.0 billion, up to and including $8.0 billion, plus 0.57% per annum of the
aggregate net assets over $8.0 billion, up to and including $16.0 billion, plus
0.51% per annum of the aggregate net assets in excess of $16.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ___%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy,

                                       7




researching and reviewing investment strategy and overseeing members of his or
her portfolio management team with more limited responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWZ".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly with the Fund. Once created, shares of the
Fund generally trade in the secondary market in amounts less than a Creation
Unit.


                                       8





The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed or by market data vendors or other information
providers. The IOPV is based on the current market value of the securities
and/or cash required to be deposited in exchange for a Creation Unit. The IOPV
does not necessarily reflect the precise

                                       9




composition of the current portfolio of securities held by the Fund at a
particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.

The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the


                                       10





security is new and not yet established in the marketplace, the liquidity of
markets and other characteristics particular to the security. Inputs may
include price information, volatility statistics, specific and broad credit
data, liquidity statistics and other factors. To the extent that valuation is
based on models or inputs that are less observable or unobservable in the
market, the determination of fair value requires more judgment. Accordingly,
the degree of judgment exercised in determining fair value is greatest for
instruments categorized in Level 3 of the fair value hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income and realized gains will be automatically
reinvested in additional whole shares of the Fund purchased in the secondary
market.

                                       11




TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States does not have an appropriate comprehensive income tax treaty with
Brazil.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such date. In general, your distributions are subject
to U.S. federal income tax for the year


                                       12




when they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 50,000 shares or multiples
thereof. Each "creator" or "Authorized Participant" enters into an authorized
participant agreement with the


                                       13





Distributor. Only an Authorized Participant may create or redeem Creation Units
directly with the Fund. A creation transaction, which is subject to acceptance
by the transfer agent, generally takes place when an Authorized Participant
deposits into the Fund a portfolio of securities approximating the holdings of
the Fund and a specified amount of cash in exchange for a specified number of
Creation Units. To the extent practicable, the composition of such portfolio
generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       14





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $         50,000             $                 3.0%                  2.0%



-----------
* As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

                                       15




Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       16




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       17




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       18




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       19




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
=================  ================  ========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ---------------  -------------------------
                                               %
                   ===============  =========================



                                       20




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Since shares of the
Fund did not trade in the secondary market until after the Fund's inception,
for the period from inception to the first day of secondary market trading in
shares of the Fund, the NAV of the Fund is used as a proxy for the Market Price
to calculate market returns. Market and NAV returns assume that dividends and
capital gain distributions have been reinvested in the Fund at Market Price and
NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.

                                       21





[TO BE UPDATED BY AMENDMENT.]


                                       22




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456





Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

BGI-F-EWZ-____

                   Investment Company Act File No.: 811-09102

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                     iSHARES(Reg. TM) MSCI BRIC INDEX FUND

                                JANUARY 1, 2010



                         Ticker: BKF
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI BRIC INDEX FUND..........  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   15
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI BRIC Index(SM)" is a servicemark of MSCI Inc. and has been licensed for
use for certain purposes by Barclays Global Investors, N.A. ("BGI"). iShares is
a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                     iSHARES(Reg. TM) MSCI BRIC INDEX FUND
                      Ticker: BKF  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI BRIC Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %





----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay
     all operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index is a free float-adjusted market capitalization index that
is designed to measure the combined equity market performance in Brazil,
Russia, India and China ("BRIC"). The Underlying Index consists of stocks
traded primarily on the BM&FBOVESPA, Russian Trading System Stock Exchange,
Moscow Interbank Currency Exchange, National Stock Exchange of India, Shanghai
Stock Exchange, Shenzen Stock Exchange and the Stock Exchange of Hong Kong. As
of September 30, 2009, the Underlying Index's three largest industries were
_____, _____, and ______.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund will at all times invest at least 80% of its assets in the securities
of the Underlying Index or in depositary receipts representing securities in
its Underlying Index. The Fund may invest the remainder of its assets in other
securities, including securities not in the Underlying Index, futures
contracts, options on futures contracts, other types of options and swaps
related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market


S-2                                                       [GRAPHIC APPEARS HERE]





capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

COMMODITY EXPOSURE RISK. The Fund invests in economies, which are susceptible
to fluctuations in certain commodity markets. Any negative changes in commodity
markets could have a great impact on those economies.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the


                                                                             S-3





non-U.S. market in which the Fund invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EMERGING MARKETS RISK. The Fund's investment in emerging markets may be subject
to a greater risk of loss than investments in developed markets.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to ASIAN ECONOMIC RISK, CENTRAL AND
SOUTH AMERICAN REGIONAL ECONOMIC RISK, EUROPEAN ECONOMIC RISK and U.S. ECONOMIC
RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

PRIVATIZATION RISK. Some countries in which the Fund invests have begun a
process of privatizing certain entities and industries; privatized entities may
lose money or be re-nationalized.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in economies that are
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economies in which the Fund invests.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
defense concerns. These situations may cause uncertainty in these markets and
may adversely affect their economies.


S-4                                                       [GRAPHIC APPEARS HERE]





STRUCTURAL RISK. The economies in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.

                YEAR BY YEAR RETURNS/1/ (YEAR ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



    
2007   __%





-----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ___%.

The best calendar quarter return during the period shown above was ____% in the
____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).


                                                                             S-5





                         AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                             ONE    SINCE FUND
                                                            YEAR    INCEPTION
                                                           ------  -----------
                                                             
(INCEPTION DATE: 11/12/2007)
  Return Before Taxes                                       __%        __%
  Return After Taxes on Distributions/1/                    __%        __%
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                                 __%        __%
MSCI BRIC INDEX (Index returns do not reflect deductions
for fees, expenses or taxes)                                __%        __%




------------------------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns
     depend on an investor's tax situation and may differ from those shown,
     and after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as
     401(k) plans or individual retirement accounts ("IRAs"). Fund returns
     after taxes on distributions and sale of Fund shares are calculated
     assuming that an investor has sufficient capital gains of the same
     character from other investments to offset any capital losses from the
     sale of Fund shares. As a result, Fund returns after taxes on
     distributions and sale of Fund shares may exceed Fund returns before
     taxes and/or returns after taxes on distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
50,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.


COMMODITY EXPOSURE RISK. The agricultural, mining and natural resources sectors
of some BRIC economies account for a large portion of their exports. Any
changes in these sectors or fluctuations in the commodity markets and, in
particular, on the price and demand for agricultural products and natural
resources could have a significant adverse impact on these BRIC economies.


CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the


                                       1




Fund may be adversely affected by the performance of those securities, may be
subject to increased price volatility and may be more susceptible to adverse
economic, market, political or regulatory occurrences affecting that market,
industry, group of industries, country, region, group of countries, sector or
asset class.


CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the local currency depreciates against the
U.S. dollar, even if the local currency value of the Fund's holdings in that
market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.


EMERGING MARKETS RISK. Investments in emerging markets are subject to a greater
risk of loss than investments in developed markets. This is due to, among other
things, greater market volatility, lower trading volume, political and economic
instability, greater risk of a market shutdown and more governmental
limitations on foreign investments than typically found in developed markets.


EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. Some markets in which the Fund invests are located in parts of
the world that have historically been prone to natural disasters such as
earthquakes, volcanoes, droughts or tsunamis and are economically sensitive to
environmental events. Any such event could result in a significant adverse
impact on the economies of these countries and investments made in these
countries.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions,


                                       2




economic trends or events that are not specifically related to the issuer of
the security or to factors that affect a particular industry or industries.
During a general economic downturn in the securities markets, multiple asset
classes may be negatively affected.

MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges

                                       3




at prices close to the Fund's next calculated NAV, exchange prices are not
expected to correlate exactly with the Fund's NAV due to timing reasons as well
as market supply and demand factors. In addition, disruptions to creations and
redemptions or the existence of extreme market volatility may result in trading
prices that differ significantly from NAV. If a shareholder purchases at a time
when the market price is at a premium to the NAV or sells at a time when the
market price is at a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests are not as extensive or protective as those that apply in the
    United States.


                                       4




PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests in securities included in, or representative of, its Underlying
Index regardless of their investment merits. BGFA does not attempt to take
defensive positions in declining markets.

PRIVATIZATION RISK. Some countries in which the Fund invests are in the process
of privatization of certain entities and industries. Historically, investors in
some newly privatized entities have suffered losses due to inability of the
newly privatized company to adjust quickly to a competitive environment or to
changing regulatory and legal standards. There is no assurance that such losses
will not recur.

RELIANCE ON TRADING PARTNERS RISK. The BRIC economies are highly dependent on
trade with other economies. Reduction in spending by these economies on BRIC
products and services or negative changes in any of these other economies may
adversely impact the Fund:

ASIAN ECONOMIC RISK. Certain Asian economies experience over-extension of
credit, currency devaluations and restrictions, rising unemployment, high
inflation, decreasing exports or economic recessions. Economic events in any
Asian country can have a significant effect on the entire Asian region as well
as on major trading partners outside Asia and any adverse economic event in the
Asian markets may have a significant adverse effect on some or all of the BRIC
economies.


EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners. Eastern European
markets remain relatively undeveloped and can be particular sensitive to
political and economic developments and adverse events in these Eastern
European countries may greatly impact the Russian economy.

CENTRAL AND SOUTH AMERICAN REGIONAL ECONOMIC RISK. The Brazilian economy is
affected by the economies of Central and South American countries, some of
which have experienced high interest rates, economic volatility, inflation,
currency devaluations and high unemployment rates. Any adverse economic event
in one country can have a significant effect on other countries of this region.
In addition, commodities (such as oil, gas and minerals) represent a
significant percentage of the region's exports and many economies in this
region, including Brazil's, are particularly sensitive to fluctuations in
commodity prices.


U.S. ECONOMIC RISK. The United States is either the largest or a large trading
partner and foreign investor for the BRIC countries. Decreasing U.S. imports,
new trade regulations, changes in the U.S. dollar exchange rates or a recession
in the United States may have an adverse impact on the BRIC economies.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
acts of terrorism or strained international relations due to territorial
disputes,

                                       5




historical animosities or other defense concerns. These situations may cause
uncertainty in the markets of these geographic areas and may adversely affect
the performance of their economies.

STRUCTURAL RISKS. The BRIC economies are subject to political, economic, legal
and currency risks which have contributed to a high degree of price volatility
in the BRIC equity markets and which could adversely affect investments in the
Fund:

POLITICAL AND SOCIAL RISK. Disparities of wealth, the pace and success of
democratization and ethnic, religious and racial disaffection, among other
factors, have led to social unrest, violence and labor unrest in the BRIC
countries. Such political or social developments may result in sudden and
significant investment losses. In addition, the BRIC countries are subject to
extensive governmental regulation of investment and restrictions on foreign
ownership of companies.

EXPROPRIATION RISK. Some investors in the BRIC countries, particularly Russia,
have experienced significant losses due to expropriation, nationalization,
confiscation of assets and property or the imposition of restrictions on
foreign investments and repatriation of capital invested. There is no assurance
that similar losses will not recur.

LARGE GOVERNMENT DEBT RISK. Chronic structural public sector deficits in some
BRIC countries may adversely impact investments in the Fund.

ECONOMIC AND CURRENCY RISK. The BRIC countries may experience economic
instability, including instability resulting from substantial rates of
inflation or significant devaluations of their currency, or they may experience
economic recessions causing a negative effect on the economies and securities
markets of their economies. These countries may also impose restrictions on the
exchange or export of currency or adverse currency exchange rates and they may
be characterized by a lack of available currency hedging instructions.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not. BGFA expects that
the Fund may experience higher tracking error than is typical for equity index
ETFs.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.


For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI All Country Asia ex Japan Index Fund, iShares MSCI Emerging
Markets Index Fund and iShares MSCI Emerging Markets Eastern Europe Index Fund,
which are offered in separate prospectuses) as follows: 0.75% per annum of the
aggregate net assets less than or equal to $14.0 billion, plus 0.68% per annum
of the aggregate net assets over $14.0 billion, up to and including $28.0
billion, plus 0.61% per annum of the aggregate net assets in excess of $28.0
billion.

As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ___%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.

Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a

                                       7





portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has been a
Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "BKF".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly with the Fund. Once created, shares of the
Fund generally trade in the secondary market in amounts less than a Creation
Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through


                                       8




transactions that are in-kind and/or for cash with a deadline for placing
cash-related transactions no later than the close of the primary markets for
the Fund's portfolio securities. The Board has not adopted a policy of
monitoring for other frequent trading activity because shares of the Fund are
listed and traded on national securities exchanges.

The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed or by market data vendors or other information
providers. The IOPV is based on the current market value of the securities
and/or cash required to be deposited in exchange for a Creation Unit. The IOPV
does not necessarily reflect the precise composition of the current portfolio
of securities held by the Fund at a particular point in time nor the best
possible valuation of the current portfolio. Therefore, the IOPV should not be
viewed as a "real-time" update of the NAV, which is computed only once a day.
The IOPV is generally determined by using both current market quotations and/or
price quotations obtained from broker-dealers that may trade in the portfolio
securities held by the Fund. The quotations of certain Fund holdings may

                                       9




not be updated during U.S. trading hours if such holdings do not trade in the
U.S. The Fund is not involved in, or responsible for, the calculation or
dissemination of the IOPV and makes no representation or warranty as to its
accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.

The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires


                                       10





more judgment. Accordingly, the degree of judgment exercised in determining
fair value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income and realized gains will be automatically
reinvested in additional whole shares of the Fund purchased in the secondary
market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

                                       11





Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.


TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such date. In general, your distributions are subject
to U.S. federal income tax for the year when they are paid. Certain
distributions paid in January, however, may be treated as paid on December 31
of the prior year.


If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be

                                       12




taxable but will reduce the shareholder's cost basis and result in a higher
capital gain or lower capital loss when those shares on which the distribution
was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 50,000 shares or multiples
thereof. Each "creator" or "Authorized Participant" enters into an authorized
participant agreement with the Distributor. Only an Authorized Participant may
create or redeem Creation Units directly with the Fund. A creation transaction,
which is subject to acceptance by the transfer agent, generally takes place
when an Authorized Participant deposits into the Fund a portfolio of securities
approximating the holdings of the Fund and a specified amount of cash in
exchange for a specified number of Creation Units. To the extent


                                       13




practicable, the composition of such portfolio generally corresponds PRO RATA
to the holdings of the Fund.


Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.


TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below.


                                       14





The standard creation transaction fee is charged to each purchaser on the day
such purchaser creates a Creation Unit. The standard creation transaction fee
is the same regardless of the number of Creation Units purchased by an investor
on the same day. BGFA may, from time to time, at its own expense, compensate
purchasers of Creation Units who have purchased substantial amounts of Creation
Units and other financial institutions for administrative or marketing
services. Similarly, the standard redemption transaction fee is the same
regardless of the number of Creation Units redeemed on the same day. Creations
and redemptions through DTC for cash (when cash creations and redemptions are
available or specified) are also subject to an additional variable charge up to
the maximum amount shown in the table below. In addition, purchasers of shares
in Creation Units are responsible for payment of the costs of transferring
securities to the Fund and redeemers of shares in Creation Units are
responsible for the costs of transferring securities from the Fund. Investors
who use the services of a broker or other such intermediary may pay fees for
such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
       $           50,000             $                 3.0%                  2.0%



-----------
*    As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's historical financial performance since inception. Certain information
reflects financial results for a single share of the Fund. The total return in
the table represents the rate that an investor would have earned (or lost) on
an investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information

The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for each full calendar quarter of 2008 through September 30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS    PERCENTAGE OF TOTAL DAYS
=================  ================  =========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ----------------  -------------------------
                                                %
                   ================  =========================



                                       19




II. Total Return Information


The table that follows presents information about the total return of the
Fund's Underlying Index and the total return of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.

"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the period indicated.


The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Since shares of the
Fund did not trade in the secondary market until after the Fund's inception,
for the period from inception to the first day of secondary market trading in
shares of the Fund, the NAV of the Fund is used as a proxy for the Market Price
to calculate market returns. Market and NAV returns assume that dividends and
capital gain distributions have been reinvested in the Fund at Market Price and
NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       20




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.


                   Investment Company Act File No.: 811-09102

BGI-F-BKF-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                    iSHARES(Reg. TM) MSCI CANADA INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWC
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI CANADA INDEX FUND          S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   16
          Financial Highlights...........................   17
          Index Provider.................................   18
          Disclaimers....................................   18
          Supplemental Information.......................   20





"MSCI Canada Index(SM)" is a servicemark of MSCI Inc. and has been licensed for
use for certain purposes by Barclays Global Investors, N.A. ("BGI"). iShares is
a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                     iSHARES(Reg. TM) MSCI CANADA INDEX FUND
                      Ticker: EWC Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Canada Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider") that
is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The Index
Provider determines the composition and relative weightings of the securities in
the Underlying Index and publishes information regarding the market value of the
Underlying Index. The Fund's Index Provider is MSCI Inc. ("MSCI"). Additional
information regarding the Index Provider is provided in the INDEX PROVIDER
section of the Prospectus. The Fund is a series of iShares, Inc. (the
"Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                          ANNUAL FUND OPERATING EXPENSES/2/
                   (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                    PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               ------------------------------------------------------
                             DISTRIBUTION                TOTAL ANNUAL
                                 AND                         FUND
 SHAREHOLDER   MANAGEMENT  SERVICE (12B-1)     OTHER      OPERATING
   FEES/1/        FEES           FEES       EXPENSES/3/    EXPENSES
-------------  ----------  ---------------   ----------  ------------
                                             
               %                                         %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay
     all operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS   5 YEARS   10 YEARS
--------   -------   -------   --------
                      
     $        $         $         $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Fund shares are held in a taxable account. These costs, which are not
reflected in annual fund operating expenses or in the example, affect the Fund's
performance. During the most recent fiscal year, the Fund's portfolio turnover
rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Toronto Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____, and ______.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try to
"beat" the index it tracks and does not seek temporary defensive positions when
markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active management,
such as poor security selection. Indexing seeks to achieve lower costs and
better after-tax performance by keeping portfolio turnover low in comparison to
actively managed investment companies.

The Fund generally invests at least 95% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 90% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or


S-2                                                       [GRAPHIC APPEARS HERE]





may not hold all of the securities in the Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency valuation,
asset valuations, corporate actions (such as mergers and spin-offs), timing
variances, and differences between the Fund's portfolio and the Underlying Index
resulting from legal restrictions (such as diversification requirements) that
apply to the Fund but not to the Underlying Index or the use of representative
sampling. "Tracking error" is the difference between the performance (return) of
the Fund's portfolio and that of its Underlying Index. BGFA expects that, over
time, the Fund's tracking error will not exceed 5%. Because the Fund uses a
representative sampling indexing strategy, it can be expected to have a larger
tracking error than if it used a replication indexing strategy. "Replication" is
an indexing strategy in which a fund invests in substantially all of the
securities in its underlying index in approximately the same proportions as in
the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S. government
(including its agencies and instrumentalities) and repurchase agreements
collateralized by U.S. government securities are not considered to be issued by
members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The Fund
is subject to the principal risks noted below, any of which may adversely affect
the Fund's net asset value ("NAV"), trading price, yield, total return and
ability to meet its investment objective, as well as numerous other risks that
are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL RISKS
section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio may
underperform in comparison to the general securities markets or other asset
classes.

COMMODITY EXPOSURE RISK. The Fund invests in Canada, which is susceptible to
fluctuations in certain commodity markets. Any negative changes in commodity
markets could have a great impact on the Canadian economy.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.


                                                                             S-3





ISSUER RISK. Fund performance depends on the performance of individual companies
in which the Fund invests. Changes to the financial condition of any of those
companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM OR
DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or market.
The Fund is specifically exposed to EUROPEAN ECONOMIC RISK and NORTH AMERICAN
ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information about
the Fund's performance is shown under the heading TOTAL RETURN INFORMATION in
the SUPPLEMENTAL INFORMATION section of the Prospectus.


S-4                                                       [GRAPHIC APPEARS HERE]





               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



    
1998    -6.47%
1999    46.13%
2000     7.66%
2001   -17.86%
2002   -13.20%
2003    53.34%
2004    22.45%
2005    27.84%
2006    17.45%
2007    29.24%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                    (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                          1 YEAR    5 YEARS   10 YEARS
                                                         --------   -------   --------
                                                                      
(INCEPTION DATE: 03/12/1996)
  Return Before Taxes                                    %          %          %
  Return After Taxes on Distributions/1/                 %          %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                              %          %          %
MSCI CANADA INDEX (Index returns do not reflect
deductions for fees, expenses, or taxes)                 %          %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.


                                                                             S-5





PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
100,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.


COMMODITY EXPOSURE RISK. The Canadian economy is highly dependent on the demand
for and price of natural resources. As a result, the Canadian market is
relatively concentrated in issuers involved in the production and distribution
of natural resources and any changes in these sectors could have an adverse
impact on the Canadian economy.


CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the


                                        1




Fund may be adversely affected by the performance of those securities, may be
subject to increased price volatility and may be more susceptible to adverse
economic, market, political or regulatory occurrences affecting that market,
industry, group of industries, country, region, group of countries, sector or
asset class.


CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Canadian currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.

ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                        2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the Fund's
primary listing is maintained. There can be no assurance that the Fund's shares
will continue to trade on any such stock exchange or in any market or that the
Fund's shares will continue to meet the requirements for listing or trading on
any exchange or in any market. The Fund's shares may be less actively traded in
certain markets than others, and investors are subject to the execution and
settlement risks and market standards of the market where they or their broker
direct their trades for execution. Certain information available to investors
who trade Fund shares on a U.S. stock exchange during regular U.S. market hours
may not be available to investors who trade in other markets, which may result
in secondary market prices in such markets being less efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules on
the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES
TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be created
and redeemed in Creation Units at NAV (unlike shares of many closed-end funds,
which frequently trade at appreciable discounts from, and sometimes at premiums
to, their NAVs), BGFA believes that large discounts or premiums to the NAV of
the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's shares
normally will trade on exchanges at prices close to the Fund's next calculated
NAV, exchange prices are not expected to correlate exactly with the Fund's NAV
due to timing reasons as well as market supply and demand factors. In addition,
disruptions to creations and redemptions or the existence of extreme market
volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Canadian economy is dependent heavily
upon the economies of Europe as key trading partners. Reduction in spending by
these economies on Canadian products and services or negative changes in any of
these economies may cause an adverse impact in the Canadian economy:


EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.

NORTH AMERICAN ECONOMIC RISK. The United States is Canada's largest trade and
investment partner and the Canadian economy is significantly affected by
developments in the U.S. economy. Since the implementation of the North
American Free Trade Agreement ("NAFTA") in 1994 among Canada, the United States
and Mexico, total two-way merchandise trade between the United States and
Canada has more than doubled. To further this relationship, the three NAFTA
countries entered into The Security and Prosperity Partnership of North America
in March 2005, which may further affect Canada's dependency on the U.S.
economy. Any downturn in U.S. or Mexican economic activity is likely to have an
adverse impact on the Canadian economy.

TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.

                                       5





Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market 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 Japan Small Cap Index Fund, iShares MSCI
Malaysia Index Fund, iShares MSCI Mexico Investable Market Index Fund, iShares
MSCI Netherlands Investable Market Index Fund, iShares MSCI Singapore Index
Fund, iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund, iShares
MSCI Switzerland Index Fund and iShares MSCI United Kingdom Index Fund, which
are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ___%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       7




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWC".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       8





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       9




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.


                                       10





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       11




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with Canada.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such


                                       12




date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 100,000 shares or multiples
thereof. Each "creator" or


                                       13





"Authorized Participant" enters into an authorized participant agreement with
the Distributor. Only an Authorized Participant may create or redeem Creation
Units directly with the Fund. A creation transaction, which is subject to
acceptance by the transfer agent, generally takes place when an Authorized
Participant deposits into the Fund a portfolio of securities approximating the
holdings of the Fund and a specified amount of cash in exchange for a specified
number of Creation Units. To the extent practicable, the composition of such
portfolio generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       14





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                 STANDARD      MAXIMUM ADDITIONAL   MAXIMUM ADDITIONAL
  APPROXIMATE                   CREATION/        VARIABLE CHARGE     VARIABLE CHARGE
   VALUE OF A     CREATION      REDEMPTION             FOR                 FOR
 CREATION UNIT   UNIT SIZE   TRANSACTION FEE       CREATIONS*          REDEMPTIONS*
--------------   ---------   ---------------   ------------------   ------------------
                                                        
         $       100,000            $                3.0%                 2.0%



----------
*    As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

                                       15




Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       16




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       17




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       18




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       19




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
-----------------   --------------   ------------------------
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                    --------------   ------------------------
                                                 %
                    ==============   ========================



                                       20




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       21




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

BGI-F-EWC-____

                   Investment Company Act File No.: 811-09102

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]






THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


           iSHARES(Reg. TM) MSCI CHILE INVESTABLE MARKET INDEX FUND

                                JANUARY 1, 2010



                         Ticker: ECH
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                 
          iSHARES(Reg. TM) MSCI CHILE INVESTABLE
            MARKET INDEX FUND...................    S-1
          Introduction..........................      1
          Principal Risks.......................      1
          Portfolio Holdings Information........      6
          Management............................      7
          Shareholder Information...............      8
          Distribution..........................     15
          Financial Highlights..................     16
          Index Provider........................     17
          Disclaimers...........................     17
          Supplemental Information..............     19





"MSCI Chile Investable Market Index(SM)" is a servicemark of MSCI Inc. and has
been licensed for use for certain purposes by Barclays Global Investors, N.A.
("BGI"). iShares is a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





           iSHARES(Reg. TM) MSCI CHILE INVESTABLE MARKET INDEX FUND
                    Ticker: ECH  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Chile Investable
Market Index (the "Underlying Index"). The Fund's investment objective and the
Underlying Index may be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




-----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.


                                                                             S-1





EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index is a free float-adjusted market capitalization index that
is designed to measure broad based equity market performance in Chile. The
Underlying Index consists of stocks traded primarily on the Santiago Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____, and ______.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund will at all times invest at least 90% of its assets in the securities
of the Underlying Index or in depositary receipts representing securities in
its Underlying Index. The Fund may invest the remainder of its assets in other
securities, including securities not in the Underlying Index, futures
contracts, options on futures contracts, other types of options and swaps
related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as


S-2                                                       [GRAPHIC APPEARS HERE]





return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

COMMODITY EXPOSURE RISK. The Fund invests in Chile, which is susceptible to
fluctuations in certain commodity markets. Any negative changes in commodity
markets could have a great impact on the Chilean economy.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.


                                                                             S-3





CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EMERGING MARKETS RISK. The Fund's investment in emerging markets may be subject
to a greater risk of loss than investments in developed markets.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to ASIAN ECONOMIC RISK, CENTRAL AND
SOUTH AMERICAN REGIONAL ECONOMIC RISK, EUROPEAN ECONOMIC RISK and U.S. ECONOMIC
RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

PRIVATIZATION RISK. Some countries in which the Fund invests have begun a
process of privatizing certain entities and industries; privatized entities may
lose money or be re-nationalized.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will


S-4                                                       [GRAPHIC APPEARS HERE]





not be able to purchase or sell the Fund's shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.

                YEAR BY YEAR RETURNS/1/ (YEAR ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



    
2007   __%





-----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ___%.

The best calendar quarter return during the period shown above was ____% in the
____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                                      SINCE
                                                             ONE      FUND
                                                            YEAR    INCEPTION
                                                           ------  ----------
                                                             
(INCEPTION DATE: 11/12/2007)
  Return Before Taxes                                       __%       __%
  Return After Taxes on Distributions/1/                    __%       __%
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                                 __%       __%
MSCI CHILE INVESTABLE MARKET INDEX (Index returns do not
reflect deductions for fees, expenses or taxes)             __%       __%




-----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or


                                                                             S-5





     individual retirement accounts ("IRAs"). Fund returns after taxes on
     distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As
     a result, Fund returns after taxes on distributions and sale of Fund
     shares may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
50,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.


ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

COMMODITY EXPOSURE RISK. The agricultural and mining sectors of Chile's economy
account for a large portion of its exports. Any changes in these sectors or
fluctuations in the commodity markets could have an adverse impact on the
Chilean economy.


CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse


                                       1




economic, market, political or regulatory occurrences affecting that market,
industry, group of industries, country, region, group of countries, sector or
asset class.


CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Chilean currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.



EMERGING MARKETS RISK. Investments in emerging markets are subject to a greater
risk of loss than investments in developed markets. This is due to, among other
things, greater market volatility, lower trading volume, political and economic
instability, greater risk of a market shutdown and more governmental
limitations on foreign investments than typically found in developed markets.


EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. Chile is located in a part of the world that has historically
been prone to natural disasters such as earthquakes and volcanoes and is
economically sensitive to environmental events. Any such event could result in
a significant adverse impact on the Chilean economy.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

PRIVATIZATION RISK. Chile has begun the process of privatization of certain
entities and industries. Historically, investors in some newly privatized
entities have suffered losses due to inability of the newly privatized company
to adjust quickly to a competitive environment or to changing regulatory and
legal standards or in some cases due to re-nationalization of such privatized
entities. There is no assurance that such losses will not recur.

RELIANCE ON TRADING PARTNERS RISK. The Chilean economy is highly dependent on
trade with other economies. Reduction in spending by these economies on Chilean
products and services or negative changes in any of these other economies may
cause an adverse impact on the Chilean economy:

ASIAN ECONOMIC RISK. Certain Asian economies experience over-extension of
credit, currency devaluations and restrictions, rising unemployment, high
inflation, decreasing exports or economic recessions. Economic events in any
Asian country can have a significant effect on the entire Asian region as well
as on major trading partners outside Asia and any adverse economic event in the
Asian markets may have a significant adverse effect on the Chilean economy.


CENTRAL AND SOUTH AMERICAN REGIONAL ECONOMIC RISK. The Chilean economy is
affected by the economies of Central and South American countries, some of
which have experienced high interest rates, economic volatility, inflation,
currency devaluations and high unemployment rates. Any adverse economic event
in one country can have a significant effect on other countries of this region.
In addition, commodities (such as oil, gas and minerals) represent a
significant percentage of the region's exports and many economies in this
region, including Chile's, are particularly sensitive to fluctuations in
commodity prices.

EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


U.S. ECONOMIC RISK. The United States is a significant trade and investment
partner of Chile. Decreasing U.S. imports, new trade regulations, changes in
the U.S. dollar exchange rates or a recession in the United States may have an
adverse impact on the Chilean economy.

STRUCTURAL RISKS. The Chilean economy is subject to risks of social unrest,
high unemployment, governmental control and heavy regulation of the labor
industry. Any of these factors individually or in the aggregate could adversely
affect investments in the Fund:

POLITICAL AND SOCIAL RISK. Historically, Chile has experienced periods of
political instability and certain sectors and regions of Chile have experienced
high

                                       5




unemployment. Any recurrence of these events may cause downturns in the Chilean
market and adversely impact investments in the Fund.

GOVERNMENTAL CONTROL AND REGULATION. Heavy regulation of labor and product
markets is pervasive in Chile and may stifle Chilean economic growth or
contribute to prolonged periods of recession.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Brazil Index Fund, iShares MSCI Israel Capped Investable
Market Index Fund, iShares MSCI South Africa Index Fund, iShares MSCI South
Korea Index Fund, iShares MSCI Taiwan Index Fund, iShares MSCI Thailand
Investable Market Index Fund and iShares MSCI Turkey Investable Market Index
Fund, which are offered in separate prospectuses) as follows: 0.74% per annum
of the aggregate net assets less than or equal to $2.0 billion, plus 0.69% per
annum of the aggregate net assets over $2.0 billion, up to and including $4.0
billion, plus 0.64% per annum of the aggregate net assets over $4.0 billion, up
to and including $8.0 billion, plus 0.57% per annum of the aggregate net assets
over $8.0 billion, up to and including $16.0 billion, plus 0.51% per annum of
the aggregate net assets in excess of $16.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ___%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.

                                       7





Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "ECH".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly with the Fund. Once created, shares of the
Fund generally trade in the secondary market in amounts less than a Creation
Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change


                                       8




in the value of the Fund's portfolio securities after the close of the primary
markets for the Fund's portfolio securities and the reflection of that change
in the Fund's NAV ("market timing"), because the Fund sells and redeems its
shares directly through transactions that are in-kind and/or for cash with a
deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.

The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed or by market data vendors or other information
providers. The IOPV is based on the current market value of the securities
and/or cash required to be deposited in exchange for a Creation Unit. The IOPV
does not necessarily reflect the precise composition of the current portfolio
of securities held by the Fund at a particular point in time nor the best
possible valuation of the current portfolio. Therefore, the IOPV should not be
viewed as a "real-time" update of the NAV, which is computed

                                       9




only once a day. The IOPV is generally determined by using both current market
quotations and/or price quotations obtained from broker-dealers that may trade
in the portfolio securities held by the Fund. The quotations of certain Fund
holdings may not be updated during U.S. trading hours if such holdings do not
trade in the U.S. The Fund is not involved in, or responsible for, the
calculation or dissemination of the IOPV and makes no representation or
warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.

The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and


                                       10





other factors. To the extent that valuation is based on models or inputs that
are less observable or unobservable in the market, the determination of fair
value requires more judgment. Accordingly, the degree of judgment exercised in
determining fair value is greatest for instruments categorized in Level 3 of
the fair value hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income and realized gains will be automatically
reinvested in additional whole shares of the Fund purchased in the secondary
market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general

                                       11




information. You should consult your own tax professional about the tax
consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the

possible tax consequences when the Fund makes distributions or you sell Fund
shares.


TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States does not have an appropriate comprehensive income tax treaty with Chile.



Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such date. In general, your distributions are subject
to U.S. federal income tax for the year when they are paid. Certain
distributions paid in January, however, may be treated as paid on December 31
of the prior year.


                                       12




If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 50,000 shares or multiples
thereof. Each "creator" or "Authorized Participant" enters into an authorized
participant agreement with the Distributor. Only an Authorized Participant may
create or redeem Creation Units directly with the Fund. A creation transaction,
which is subject to acceptance by the


                                       13





transfer agent, generally takes place when an Authorized Participant deposits
into the Fund a portfolio of securities approximating the holdings of the Fund
and a specified amount of cash in exchange for a specified number of Creation
Units. To the extent practicable, the composition of such portfolio generally
corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.


TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of


                                       14





Creation Units for cash are required to pay an additional variable charge (up
to the maximum amount shown below) to compensate for brokerage and market
impact expenses. The standard creation and redemption transaction fees are set
forth below. The standard creation transaction fee is charged to each purchaser
on the day such purchaser creates a Creation Unit. The standard creation
transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $         50,000             $                 3.0%                  2.0%



-----------
* As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's historical financial performance since inception. Certain information
reflects financial results for a single share of the Fund. The total return in
the table represents the rate that an investor would have earned (or lost) on
an investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
=================  ===============  =========================
                              
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ---------------  -------------------------
                                               %
                   ===============  =========================



                                       19




II. Total Return Information


The table that follows presents information about the total return of the
Fund's Underlying Index and the total return of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.

"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the period indicated.


The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Since shares of the
Fund did not trade in the secondary market until after the Fund's inception,
for the period from inception to the first day of secondary market trading in
shares of the Fund, the NAV of the Fund is used as a proxy for the Market Price
to calculate market returns. Market and NAV returns assume that dividends and
capital gain distributions have been reinvested in the Fund at Market Price and
NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       20




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





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                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-ECH-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]






THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


               iSHARES(Reg. TM) MSCI EMERGING MARKETS INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EEM
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI EMERGING MARKETS
            INDEX FUND...................................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   15
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI Emerging Markets Index(SM)" is a servicemark of MSCI Inc. and has been
licensed for use for certain purposes by Barclays Global Investors, N.A.
("BGI"). iShares is a registered trademark of BGI.


                                       i




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               iSHARES(Reg. TM) MSCI EMERGING MARKETS INDEX FUND
                    Ticker: EEM  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Emerging Markets Index
(the "Underlying Index"). The Fund's investment objective and the Underlying
Index may be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider") that
is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The Index
Provider determines the composition and relative weightings of the securities in
the Underlying Index and publishes information regarding the market value of the
Underlying Index. The Fund's Index Provider is MSCI Inc. ("MSCI"). Additional
information regarding the Index Provider is provided in the INDEX PROVIDER
section of the Prospectus. The Fund is a series of iShares, Inc. (the
"Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                                      ANNUAL FUND OPERATING EXPENSES/2/
                               (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                                PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------------------------
                                DISTRIBUTION                                      TOTAL ANNUAL
                                    AND                         [ACQUIRED FUND        FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER            FEES          OPERATING      LESS FEE         NET
   FEES/1/         FEES             FEES         EXPENSES/3/    AND EXPENSES4]      EXPENSES     WAIVERS/5/    EXPENSES/5/
-------------  ------------  -----------------  -------------  ----------------  -------------  ------------  ------------
                                                                                         
                    %                                                                  %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay
     all operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses. [During the most recently


                                                                             S-1





     completed fiscal year the Fund incurred nominal foreign tax expenses in an
     amount that rounds to [____]%. The dollar amount of such expenses are
     shown in the Fund's Financial Highlights; actual tax expenses for the
     current fiscal year may be higher or lower than those incurred in the
     prior year.]
/4/  "Acquired Fund Fees and Expenses" reflect the Fund's PRO RATA share of the
     fees and expenses incurred by investing in other investment companies.
     The impact of Acquired Fund Fees and Expenses is included in the total
     returns of the Fund. Acquired Fund Fees and Expenses are not used to
     calculate the Fund's NAV and do not correlate to the ratio of expenses to
     average net assets shown in the FINANCIAL HIGHLIGHTS section of this
     Prospectus.]
/5/  BGFA, the investment adviser to the Fund, has contractually agreed to
     waive its management fees in an amount equal to the Acquired Fund Fees
     and Expenses incurred by the Fund through June 30, 2011. During the most
     recently completed fiscal year, the amount of such expenses incurred and
     fees waived rounded to [____]%.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index is designed to measure equity market performance in the
global emerging markets. As of September 30, 2009, the Underlying Index
consisted of the following ___ emerging market indexes: ________. As of
September 30, 2009, the Underlying Index's three largest industries were ____,
_____, and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active management,
such as poor security selection. Indexing seeks to achieve lower costs and
better after-tax performance by keeping portfolio turnover low in comparison to
actively managed investment companies.

The Fund generally invests at least 90% of its assets in the securities of its
Underlying Index and in depositary receipts representing securities in its
Underlying Index. The Fund may invest the remainder of its assets in other


S-2                                                       [GRAPHIC APPEARS HERE]





securities, including securities not in the Underlying Index, futures contracts,
options on futures contracts, other types of options and swaps related to its
Underlying Index, as well as cash and cash equivalents, including shares of
money market funds affiliated with BGFA or its affiliates. BGFA will waive
portfolio management fees in an amount equal to the portfolio management fees of
such other iShares funds for any portion of the Fund's assets invested in shares
of such other funds.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency valuation,
asset valuations, corporate actions (such as mergers and spin-offs), timing
variances, and differences between the Fund's portfolio and the Underlying Index
resulting from legal restrictions (such as diversification requirements) that
apply to the Fund but not to the Underlying Index or the use of representative
sampling. "Tracking error" is the difference between the performance (return) of
the Fund's portfolio and that of its Underlying Index. BGFA expects that, over
time, the Fund's tracking error will not exceed 5%. Because the Fund uses a
representative sampling indexing strategy, it can be expected to have a larger
tracking error than if it used a replication indexing strategy. "Replication" is
an indexing strategy in which a fund invests in substantially all of the
securities in its underlying index in approximately the same proportions as in
the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S. government
(including its agencies and instrumentalities) and repurchase agreements
collateralized by U.S. government securities are not considered to be issued by
members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The Fund
is subject to the principal risks noted below, any of which may adversely affect
the Fund's net asset value ("NAV"), trading price, yield, total return and
ability to meet its investment objective, as well as numerous other risks that
are described in greater detail in the


                                                                             S-3





FURTHER DISCUSSION OF PRINCIPAL RISKS section of the Prospectus and in the
Statement of Additional Information ("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio may
underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EMERGING MARKETS RISK. The Fund's investment in emerging markets may be subject
to a greater risk of loss than investments in developed markets.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or market.
The Fund is specifically exposed to ASIAN ECONOMIC RISK, EUROPEAN ECONOMIC RISK
and U.S. ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in economies that are


S-4                                                       [GRAPHIC APPEARS HERE]





heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economies in which the Fund invests.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
defense concerns. These situations may cause uncertainty in these markets and
may adversely affect their economies.

STRUCTURAL RISK. The economies in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.

               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]




     
2004    25.54%
2005    33.77%
2006    30.70%
2007    34.56%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009
     was ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).


                                                                             S-5





                         AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)






                                                           ONE    FIVE    SINCE FUND
                                                          YEAR    YEAR    INCEPTION
                                                         ------  ------  -----------
                                                                
(INCEPTION DATE: 4/7/2003)
  Return Before Taxes                                      %       %       %
  Return After Taxes on Distributions/1/                   %       %       %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                                %       %       %
MSCI EMERGING MARKETS INDEX (Index returns do not
reflect deductions for fees, expenses or taxes)            %       %       %




------------------------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns
     depend on an investor's tax situation and may differ from those shown,
     and after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as
     401(k) plans or individual retirement accounts ("IRAs"). Fund returns
     after taxes on distributions and sale of Fund shares are calculated
     assuming that an investor has sufficient capital gains of the same
     character from other investments to offset any capital losses from the
     sale of Fund shares. As a result, Fund returns after taxes on
     distributions and sale of Fund shares may exceed Fund returns before
     taxes and/or returns after taxes on distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
450,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the local currency depreciates against the
U.S. dollar, even if the local currency value of the Fund's holdings in that
market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.


EMERGING MARKETS RISK. Investments in emerging markets are subject to a greater
risk of loss than investments in developed markets. This is due to, among other
things, greater market volatility, lower trading volume, political and economic
instability, greater risk of a market shutdown and more governmental
limitations on foreign investments than typically found in developed markets.


EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. Some markets in which the Fund invests are located in parts of
the world that have historically been prone to natural disasters such as
earthquakes, volcanoes, drought or tsunamis and are economically sensitive to
environmental events. Any such event could result in a significant adverse
impact on the economies of these countries and investments made in these
countries.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index regardless
of their investment merits. BGFA does not attempt to take defensive positions in
declining markets.

RELIANCE ON TRADING PARTNERS RISK. Economies in emerging market countries
generally are dependent heavily upon commodity prices and international trade
and, accordingly, may be affected adversely by the economies of their trading
partners, trade barriers, exchange controls, managed adjustments in relative
currency values, and may suffer from extreme and volatile debt burdens or
inflation rates:

ASIAN ECONOMIC RISK. Certain Asian economies have experienced over-extension of
credit, currency devaluations and restrictions, high unemployment, high
inflation, decreased exports and economic recessions. Economic events in any
one country can have a significant economic effect on the entire Asian region
as well as on major trading partners outside Asia and any adverse event in the
Asian markets may have a significant adverse effect on certain emerging
markets.


EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


U.S. ECONOMIC RISK. The United States is a significant trading partner of many
emerging markets in which the Fund invests. Decreasing U.S. imports, new trade
regulations, changes in the U.S. dollar exchange rates or a recession in the
United States may have an adverse impact on these markets.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
acts of terrorism or strained international relations due to territorial
disputes, historical animosities or other defense concerns. These situations
may cause uncertainty in the markets of these geographic areas and may
adversely affect the performance of their economies.

STRUCTURAL RISKS. Certain emerging market countries are subject to a
considerable degree of economic, political and social instability.

ECONOMIC RISK. Some emerging market countries have experienced currency
devaluations and substantial (and, in some cases, extremely high) rates of
inflation, while others have experienced economic recessions causing a negative
effect on the economies and securities markets of such emerging countries.

POLITICAL AND SOCIAL RISK. Some governments in emerging market countries are
authoritarian in nature or have been installed or removed as a result of
military coups, and some governments have periodically used force to suppress
civil dissent. Disparities of wealth, the pace and success of democratization,
and ethnic, religious and racial disaffection, have also led to social unrest,
violence and/or labor unrest in some emerging market countries. Unanticipated
political or social developments may result in sudden and significant
investment losses.

EXPROPRIATION RISK. Investing in emerging market countries involves a great
risk of loss

                                       5




due to expropriation, nationalization, confiscation of assets and property or
the imposition of restrictions on foreign investments and repatriation of
capital invested by certain emerging market countries.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not. BGFA expects that
the Fund may experience higher tracking error than is typical for equity index
ETFs.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.


For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI All Country Asia ex Japan Index Fund, iShares MSCI BRIC
Index Fund and iShares MSCI Emerging Markets Eastern Europe Index Fund, which
are offered in separate prospectuses) as follows: 0.75% per annum of the
aggregate net assets less than or equal to $14.0 billion, plus 0.68% per annum
of the aggregate net assets over $14.0 billion, up to and including $28.0
billion, plus 0.61% per annum of the aggregate net assets in excess of $28.0
billion.

As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ___%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.

Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a

                                       7





portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has been a
Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EEM".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly with the Fund. Once created, shares of the
Fund generally trade in the secondary market in amounts less than a Creation
Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through


                                       8




transactions that are in-kind and/or for cash with a deadline for placing
cash-related transactions no later than the close of the primary markets for
the Fund's portfolio securities. The Board has not adopted a policy of
monitoring for other frequent trading activity because shares of the Fund are
listed and traded on national securities exchanges.

The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed or by market data vendors or other information
providers. The IOPV is based on the current market value of the securities
and/or cash required to be deposited in exchange for a Creation Unit. The IOPV
does not necessarily reflect the precise composition of the current portfolio
of securities held by the Fund at a particular point in time nor the best
possible valuation of the current portfolio. Therefore, the IOPV should not be
viewed as a "real-time" update of the NAV, which is computed only once a day.
The IOPV is generally determined by using both current market quotations and/or
price quotations obtained from broker-dealers that may trade in the portfolio
securities held by the Fund. The quotations of certain Fund holdings may

                                       9




not be updated during U.S. trading hours if such holdings do not trade in the
U.S. The Fund is not involved in, or responsible for, the calculation or
dissemination of the IOPV and makes no representation or warranty as to its
accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o Level 1 - Inputs that reflect unadjusted quoted prices in active markets for
identical assets or liabilities that the Fund has the ability to access at the
measurement date;

o Level 2 - Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability either directly or indirectly, including
quoted prices for similar assets or liabilities in active markets, quoted
prices for identical or similar assets or liabilities in markets that are not
considered to be active, inputs other than quoted prices that are observable
for the asset or liability and inputs that are derived principally from or
corroborated by observable market data by correlation or other means; and

o Level 3 - Inputs that are unobservable for the asset or liability.

The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires


                                       10





more judgment. Accordingly, the degree of judgment exercised in determining
fair value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income and realized gains will be automatically
reinvested in additional whole shares of the Fund purchased in the secondary
market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

                                       11




Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such date. In general, your distributions are subject
to U.S. federal income tax for the year when they are paid. Certain
distributions paid in January, however, may be treated as paid on December 31
of the prior year.


If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be

                                       12




taxable but will reduce the shareholder's cost basis and result in a higher
capital gain or lower capital loss when those shares on which the distribution
was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 450,000 shares or multiples
thereof. Each "creator" or "Authorized Participant" enters into an authorized
participant agreement with the Distributor. Only an Authorized Participant may
create or redeem Creation Units directly with the Fund. A creation transaction,
which is subject to acceptance by the transfer agent, generally takes place
when an Authorized Participant deposits into the Fund a portfolio of securities
approximating the holdings of the Fund and a specified amount of cash in
exchange for a specified number of Creation Units. To the extent


                                       13




practicable, the composition of such portfolio generally corresponds PRO RATA
to the holdings of the Fund.


Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.


TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below.


                                       14





The standard creation transaction fee is charged to each purchaser on the day
such purchaser creates a Creation Unit. The standard creation transaction fee
is the same regardless of the number of Creation Units purchased by an investor
on the same day. BGFA may, from time to time, at its own expense, compensate
purchasers of Creation Units who have purchased substantial amounts of Creation
Units and other financial institutions for administrative or marketing
services. Similarly, the standard redemption transaction fee is the same
regardless of the number of Creation Units redeemed on the same day. Creations
and redemptions through DTC for cash (when cash creations and redemptions are
available or specified) are also subject to an additional variable charge up to
the maximum amount shown in the table below. In addition, purchasers of shares
in Creation Units are responsible for payment of the costs of transferring
securities to the Fund and redeemers of shares in Creation Units are
responsible for the costs of transferring securities from the Fund. Investors
who use the services of a broker or other such intermediary may pay fees for
such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        450,000             $                 3.0%                  2.0%



-----------
* As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information

The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
=================  ================  =========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ----------------  -------------------------
                                              %
                   ================  =========================



                                       19




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Since shares of the
Fund did not trade in the secondary market until after the Fund's inception,
for the period from inception to the first day of secondary market trading in
shares of the Fund, the NAV of the Fund is used as a proxy for the Market Price
to calculate market returns. Market and NAV returns assume that dividends and
capital gain distributions have been reinvested in the Fund at Market Price and
NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.

                                       20





[TO BE UPDATED BY AMENDMENT.]


                                       21




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

BGI-F-EEM-____

                   Investment Company Act File No.: 811-09102

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                     iSHARES(Reg. TM) MSCI EMU INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EZU
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI EMU INDEX FUND...........  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   16
          Financial Highlights...........................   17
          Index Provider.................................   18
          Disclaimers....................................   18
          Supplemental Information.......................   20





"MSCI EMU Index(SM)" is a servicemark of MSCI Inc. and has been licensed for use
for certain purposes by Barclays Global Investors, N.A. ("BGI"). iShares is a
registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                      iSHARES(Reg. TM) MSCI EMU INDEX FUND
                      Ticker: EZU  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI EMU Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks from the following ___ countries:
______. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____, and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 95% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 90% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or


S-2                                                       [GRAPHIC APPEARS HERE]





may not hold all of the securities in the Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.


                                                                             S-3





ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to EUROPEAN ECONOMIC RISK and U.S.
ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in economies that are
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economies in which the Fund invests.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
defense concerns. These situations may cause uncertainty in these markets and
may adversely affect their economies.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.


S-4                                                       [GRAPHIC APPEARS HERE]





               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]




    
2001   -22.96%
2002   -21.60%
2003    42.39%
2004    21.07%
2005     8.61%
2006    35.83%
2007    19.42%






----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                    (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                                                SINCE FUND
                                                           1 YEAR    5 YEARS    INCEPTION
                                                          --------  ---------  -----------
                                                                      
(INCEPTION DATE: 07/25/2000)
  Return Before Taxes                                     %         %          %
  Return After Taxes on Distributions/1/                  %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                               %         %          %
MSCI EMU INDEX (Index returns do not reflect deductions
for fees, expenses, or taxes)                             %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.


                                                                             S-5





PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
100,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the local currency depreciates against the
U.S. dollar, even if the local currency value of the Fund's holdings in that
market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.

GEOGRAPHIC RISK. Some markets in which the Fund invests are located near the
center of Europe's transportation network, which makes it vulnerable to
environmental events (such as pollution, oil spills, etc.) that may have an
adverse impact on these economies. Some are located in parts of the world that
have historically been prone to natural disasters such as drought, earthquakes,
flooding or volcanoes and are economically sensitive to environmental events.
Any such event could result in a significant adverse impact on the economies of
these countries and investments made in these countries.

ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.

                                       2





MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The economies of the Economic and Monetary
Union ("EMU") are dependent on certain national economies of Europe, both as
key trading partners and as fellow members maintaining the euro. Reduction in
trading activity among EMU member states may cause an adverse impact on the EMU
and each nation's individual economies. Certain established European Union
("EU") states are greatly invested in Eastern European countries. Eastern
European markets remain relatively undeveloped and can be particularly
sensitive to political and economic developments and adverse events in these
Eastern European countries may greatly impact the economies of Western Europe:

EUROPEAN ECONOMIC RISK. The EMU of the EU requires compliance with restrictions
on inflation rates, deficits, interest rates, debt levels and fiscal and
monetary controls, each of which may significantly affect every country in
Europe. Decreasing imports or exports, changes in governmental regulations on
trade, changes in the exchange rate of the euro and recessions in EU economies
may have a significant adverse effect on the economies of EU members and their
trading partners.

U.S. ECONOMIC RISK. The United States is a significant, and in some cases the
most significant, trading partner of or foreign investor in certain EMU markets
and the economies of these countries may be particularly affected by adverse
changes in the U.S. economy. Decreasing U.S. imports, new trade regulations,
changes in the U.S. dollar exchange rates or a recession in the United States
may have an adverse impact on these markets.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
acts of terrorism or strained international relations due to territorial
disputes, historical animosities or other defense concerns. These situations
may cause uncertainty in the markets of these geographic areas and may
adversely affect the performance of their economies.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.

                                       5





Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market Index Fund, iShares
MSCI Canada 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 Japan Small Cap Index Fund, iShares
MSCI Malaysia Index Fund, iShares MSCI Mexico Investable Market Index Fund,
iShares MSCI Netherlands Investable Market Index Fund, iShares MSCI Singapore
Index Fund, iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund,
iShares MSCI Switzerland Index Fund and iShares MSCI United Kingdom Index Fund,
which are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ___%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       7




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EZU".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       8





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       9




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.


                                       10





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       11




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such date. In general, your distributions are subject
to U.S. federal income tax for the year


                                       12




when they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 100,000 shares or multiples
thereof. Each "creator" or "Authorized Participant" enters into an authorized
participant agreement with the


                                       13





Distributor. Only an Authorized Participant may create or redeem Creation Units
directly with the Fund. A creation transaction, which is subject to acceptance
by the transfer agent, generally takes place when an Authorized Participant
deposits into the Fund a portfolio of securities approximating the holdings of
the Fund and a specified amount of cash in exchange for a specified number of
Creation Units. To the extent practicable, the composition of such portfolio
generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       14





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        100,000             $                 3.0%                  2.0%



----------
*    As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

                                       15




Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       16




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       17




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       18




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       19




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
=================   ==============   ========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                    --------------   ------------------------
                                                 %
                    ==============   ========================



                                       20




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Since shares of the
Fund did not trade in the secondary market until after the Fund's inception,
for the period from inception to the first day of secondary market trading in
shares of the Fund, the NAV of the Fund is used as a proxy for the Market Price
to calculate market returns. Market and NAV returns assume that dividends and
capital gain distributions have been reinvested in the Fund at Market Price and
NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.

                                       21





[TO BE UPDATED BY AMENDMENT.]


                                       22




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

BGI-F-EZU-____

                   Investment Company Act File No.: 811-09102

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]






THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                    iSHARES(Reg. TM) MSCI FRANCE INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWQ
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI FRANCE INDEX FUND........  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   15
          Financial Highlights...........................   17
          Index Provider.................................   18
          Disclaimers....................................   18
          Supplemental Information.......................   20





"MSCI France Index(SM)" is a servicemark of MSCI Inc. and has been licensed for
use for certain purposes by Barclays Global Investors, N.A. ("BGI"). iShares is
a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                    iSHARES(Reg. TM) MSCI FRANCE INDEX FUND
                      Ticker: EWQ  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI France Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay
     all operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Paris Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____, and ______.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 95% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 90% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or


S-2                                                       [GRAPHIC APPEARS HERE]





may not hold all of the securities in the Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund


                                                                             S-3





invests. Changes to the financial condition of any of those companies may cause
the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to EUROPEAN ECONOMIC RISK and U.S.
ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.


S-4                                                       [GRAPHIC APPEARS HERE]





               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]




      
1998      40.78%
1999      29.97%
2000      -5.09%
2001     -23.99%
2002     -19.97%
2003      39.62%
2004      18.46%
2005       9.53%
2006      34.01%
2007      13.01%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                          1 YEAR    5 YEARS    10 YEARS
                                                         --------  ---------  ---------
                                                                     
(INCEPTION DATE: 03/12/1996)
  Return Before Taxes                                    %         %          %
  Return After Taxes on Distributions/1/                 %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                              %         %          %
MSCI FRANCE INDEX (Index returns do not reflect
deductions for fees, expenses, or taxes)                 %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns
     depend on an investor's tax situation and may differ from those shown,
     and after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as
     401(k) plans or individual retirement accounts ("IRAs"). Fund returns
     after taxes on distributions and sale of Fund shares are calculated
     assuming that an investor has sufficient capital gains of the same
     character from other investments to offset any capital losses from the
     sale of Fund shares. As a result, Fund returns after taxes on
     distributions and sale of Fund shares may exceed Fund returns before
     taxes and/or returns after taxes on distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.


                                                                             S-5





PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
200,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the French currency depreciates against the
U.S. dollar, even if the local currency value of the Fund's holdings in that
market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.

ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

RELIANCE ON AGRICULTURE RISK.
France is one of the world's largest agricultural producers. It accounts for
about one-third of all agricultural land within the European Union. The French
economy is sensitive to fluctuations in agricultural markets and susceptible to
problems such as droughts, labor issues and crop failures.

RELIANCE ON TRADING PARTNERS RISK. France is the second-largest trading nation
in Western Europe (after Germany). The French economy is dependent on the
economies of Europe as key trading partners. Reduction in spending by these
economies on French products and services or negative changes in any of these
economies may cause an adverse impact on the French economy:


EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


U.S. ECONOMIC RISK. The United States is a large trade and investment partner
of France. Decreasing U.S. imports, new trade regulations, changes in the U.S.
dollar exchange rates or a recession in the United States may have an adverse
impact on the French economy.

STRUCTURAL RISKS. The French economy is subject to risks of social unrest and
heavy governmental influence, any of which could adversely affect investments
in the Fund:

POLITICAL AND SOCIAL RISK. France has experienced periods of high unemployment
and labor and social unrest. France is subject to labor strikes, including
countrywide strikes. These issues may slow or disrupt French economic activity.

HEAVY GOVERNMENTAL CONTROL AND REGULATION. Despite significant recent reform
and privatization, the French government continues to control a large share of
French economic activity. The government owns shares in corporations in a range
of sectors including banking, energy production and distribution, automobiles,
transportation and telecommunications. Government spending is sometimes over
50% of gross domestic product and is among the highest of the major
industrialized nations. Heavy regulation of labor and product markets is
pervasive and may stifle French economic growth or cause prolonged periods of
recession.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.


                                       5





VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market Index Fund, iShares
MSCI Canada Index Fund, iShares MSCI EMU 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 Japan Small Cap Index Fund, iShares MSCI
Malaysia Index Fund, iShares MSCI Mexico Investable Market Index Fund, iShares
MSCI Netherlands Investable Market Index Fund, iShares MSCI Singapore Index
Fund, iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund, iShares
MSCI Switzerland Index Fund and iShares MSCI United Kingdom Index Fund, which
are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ___%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       7




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWQ".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       8





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       9




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.


                                       10





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       11




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with France.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such


                                       12




date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 200,000 shares or multiples
thereof. Each "creator" or


                                       13





"Authorized Participant" enters into an authorized participant agreement with
the Distributor. Only an Authorized Participant may create or redeem Creation
Units directly with the Fund. A creation transaction, which is subject to
acceptance by the transfer agent, generally takes place when an Authorized
Participant deposits into the Fund a portfolio of securities approximating the
holdings of the Fund and a specified amount of cash in exchange for a specified
number of Creation Units. To the extent practicable, the composition of such
portfolio generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       14





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        200,000             $                 3.0%                  2.0%



-----------
*    As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom

                                       15




Valley Drive, Oaks, PA 19456.

                                       16




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       17




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       18




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       19




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS    PERCENTAGE OF TOTAL DAYS
=================  ================  =========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ----------------  -------------------------
                                                %
                   ================  =========================



                                       20




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       21




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWQ-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                   iSHARES(Reg. TM) MSCI GERMANY INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWG
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI GERMANY INDEX
            FUND.........................................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    5
          Management.....................................    6
          Shareholder Information........................    7
          Distribution...................................   16
          Financial Highlights...........................   17
          Index Provider.................................   18
          Disclaimers....................................   18
          Supplemental Information.......................   20





"MSCI Germany Index(SM)" is a servicemark of MSCI Inc. and has been licensed for
use for certain purposes by Barclays Global Investors, N.A. ("BGI"). iShares is
a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                    iSHARES(Reg. TM) MSCI GERMANY INDEX FUND
                      Ticker: EWG  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Germany Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Frankfurt Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____, and ______.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 95% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 90% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or


S-2                                                       [GRAPHIC APPEARS HERE]





may not hold all of the securities in the Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund


                                                                             S-3





invests. Changes to the financial condition of any of those companies may cause
the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to EUROPEAN ECONOMIC RISK and U.S.
ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.


S-4                                                       [GRAPHIC APPEARS HERE]





               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



      
1998      28.28%
1999      20.87%
2000     -15.97%
2001     -22.57%
2002     -32.29%
2003      63.09%
2004      15.82%
2005       9.68%
2006      35.66%
2007      34.73%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)






                                                         1 YEAR    5 YEARS    10 YEARS
                                                        --------  ---------  ---------
                                                                    
(INCEPTION DATE: 03/12/1996)
  Return Before Taxes                                   %         %          %
  Return After Taxes on Distributions/1/                %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                             %         %          %
MSCI GERMANY INDEX (Index returns do not reflect
deductions for fees, expenses, or taxes)                %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").


                                                                             S-5





Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
300,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the German currency depreciates against the
U.S. dollar, even if the local currency value of the Fund's holdings in that
market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.

ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. Exports account for more than one-third of
national output and are a key element in German macroeconomic expansion. The
German economy is dependent on the economies of Europe as key trading partners.
Reduction in spending by these economies on German products and services or
negative changes in any of these economies may cause an adverse impact on the
German economy:


EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


U.S. ECONOMIC RISK. The United States is a large trade and investment partner
of Germany. Decreasing U.S. imports, new trade regulations, changes in the U.S.
dollar exchange rates or a recession in the United States may have an adverse
impact on the German economy.

STRUCTURAL RISKS. Germany is subject to risks of social unrest and heavy
governmental control, any of which may adversely affect investments in Germany:

POLITICAL AND SOCIAL RISK. Certain sectors and regions of Germany have
experienced high unemployment and labor and social unrest. These issues may
cause downturns in the German markets.

HEAVY GOVERNMENTAL CONTROL AND REGULATION. Heavy regulation of labor and
product markets is pervasive in Germany. These regulations may at times stifle
German economic growth or cause prolonged periods of recession.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information


                                       5




regarding the Fund's top holdings and may be requested by calling 1-800-iShares
(1-800-474-2737).


Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market Index Fund, iShares
MSCI Canada Index Fund, iShares MSCI EMU Index Fund, iShares MSCI France Index
Fund, iShares MSCI Hong Kong Index Fund, iShares MSCI Italy Index Fund, iShares
MSCI Japan Index Fund, iShares MSCI Japan Small Cap Index Fund, iShares MSCI
Malaysia Index Fund, iShares MSCI Mexico Investable Market Index Fund, iShares
MSCI Netherlands Investable Market Index Fund, iShares MSCI Singapore Index
Fund, iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund, iShares
MSCI Switzerland Index Fund and iShares MSCI United Kingdom Index Fund, which
are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.


                                       6





A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has


                                       7





little trading volume and market liquidity. The Fund's shares trade under the
trading symbol "EWG".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly with the Fund. Once created, shares of the
Fund generally trade in the secondary market in amounts less than a Creation
Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

                                       8




SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed or by market data vendors or other information
providers. The IOPV is based on the current market value of the securities
and/or cash required to be deposited in exchange for a Creation Unit. The IOPV
does not necessarily reflect the precise composition of the current portfolio
of securities held by the Fund at a particular point in time nor the best
possible valuation of the current portfolio. Therefore, the IOPV should not be
viewed as a "real-time" update of the NAV, which is computed only once a day.
The IOPV is generally determined by using both current market quotations and/or
price quotations obtained from broker-dealers that may trade in the portfolio
securities held by the Fund. The quotations of certain Fund holdings may not be
updated during U.S. trading hours if such holdings do not trade in the U.S. The
Fund is not involved in, or responsible for, the calculation or dissemination
of the IOPV and makes no representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar


                                       9





     assets or liabilities in active markets, quoted prices for identical or
     similar assets or liabilities in markets that are not considered to be
     active, inputs other than quoted prices that are observable for the asset
     or liability and inputs that are derived principally from or corroborated
     by observable market data by correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.

The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

                                       10




DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income and realized gains will be automatically
reinvested in additional whole shares of the Fund purchased in the secondary
market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with Germany.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

                                       11




Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such date. In general, your distributions are subject
to U.S. federal income tax for the year when they are paid. Certain
distributions paid in January, however, may be treated as paid on December 31
of the prior year.


If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

                                       12




THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 300,000 shares or multiples
thereof. Each "creator" or "Authorized Participant" enters into an authorized
participant agreement with the Distributor. Only an Authorized Participant may
create or redeem Creation Units directly with the Fund. A creation transaction,
which is subject to acceptance by the transfer agent, generally takes place
when an Authorized Participant deposits into the Fund a portfolio of securities
approximating the holdings of the Fund and a specified amount of cash in
exchange for a specified number of Creation Units. To the extent practicable,
the composition of such portfolio generally corresponds PRO RATA to the
holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

                                       13




Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.


TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:






                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        300,000             $                 3.0%                  2.0%



-----------
*  As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder

                                       14




documents, or if you are currently enrolled in householding and wish to change
your householding status.

                                       15




Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       16




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       17




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       18




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       19




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
=================  ===============  =========================
                              
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ---------------  ------------------------
                                              %
                   ===============  ========================



                                       20




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       21




[GRAPHIC APPEARS HERE]



Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456





Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWG-____

[GRAPHIC APPEARS HERE]



[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                  iSHARES(Reg. TM) MSCI HONG KONG INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWH
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI HONG KONG INDEX
            FUND.........................................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   15
          Financial Highlights...........................   17
          Index Provider.................................   18
          Disclaimers....................................   18
          Supplemental Information.......................   20





"MSCI Hong Kong Index(SM)" is a servicemark of MSCI Inc. and has been licensed
for use for certain purposes by Barclays Global Investors, N.A. ("BGI").
iShares is a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                   iSHARES(Reg. TM) MSCI HONG KONG INDEX FUND
                      Ticker: EWH  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Hong Kong Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Stock Exchange
of Hong Kong Limited (SEHK). As of September 30, 2009, the Underlying Index's
three largest industries were _____, _____ and ______.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 90% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 80% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or


S-2                                                       [GRAPHIC APPEARS HERE]





may not hold all of the securities in the Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.


                                                                             S-3





ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

LACK OF NATURAL RESOURCES RISK. The Fund invests in Hong Kong, which has few
natural resources. Any fluctuation or shortage in the commodity markets could
have a great impact on the Hong Kong economy.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. This Fund is specifically exposed to ASIAN ECONOMIC RISK, EUROPEAN
ECONOMIC RISK and U.S. ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in


S-4                                                       [GRAPHIC APPEARS HERE]





the SUPPLEMENTAL INFORMATION section of the Prospectus.

               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



    
1998    -9.21%
1999    54.00%
2000   -14.02%
2001   -18.99%
2002   -19.00%
2003    36.82%
2004    24.01%
2005     7.84%
2006    26.69%
2007    40.54%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     _____%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                          1 YEAR    5 YEARS    10 YEARS
                                                         --------  ---------  ---------
                                                                     
(INCEPTION DATE: 03/12/1996)
  Return Before Taxes                                      %         %          %
  Return After Taxes on Distributions/1/                   %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                                %         %          %
MSCI HONG KONG INDEX (Index returns do not reflect
deductions for fees, expenses, or taxes)                   %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team.


                                                                             S-5





Ms. Hsiung and Mr. Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
75,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Hong Kong currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. Hong Kong is located in a part of the world that has
historically been prone to natural disasters such as earthquakes and tsunamis
and is economically sensitive to environmental events. Any such event could
result in a significant adverse impact on the Hong Kong economy.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


LACK OF NATURAL RESOURCES RISK. Hong Kong is a small island state with few raw
material resources and limited land area and is reliant on imports for its
commodity needs. Any fluctuations or shortages in the commodity markets could
have a negative impact on the Hong Kong economy.

MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.

                                       2





MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Hong Kong economy is dependent on the
economies of Asia, Europe and the United States as key trading partners.
Reduction in spending by these economies on Hong Kong products and services or
negative changes in any of these economies may cause an adverse impact on the
Hong Kong economy:

ASIAN ECONOMIC RISK. Certain Asian economies experience over-extension of
credit, currency devaluations and restrictions, rising unemployment, high
inflation, decreased exports and economic recessions. Economic events in any
one country can have a significant effect on the entire Asian region as well as
on major trading partners outside Asia and any adverse event in the Asian
markets may have a significant adverse effect on the Hong Kong economy.


EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


U.S. ECONOMIC RISK. The United States is a large trade and investment partner
of Hong Kong. Decreasing U.S. imports, new trade regulations, changes in the
U.S. dollar exchange rates or a recession in the United States may have an
adverse impact on the Hong Kong economy.

STRUCTURAL RISK

POLITICAL RISK. Hong Kong reverted to Chinese sovereignty on July 1, 1997 as a
Special Administrative Region (SAR) of the People's Republic of China under the
principle of "one country, two systems." Although China is obligated to
maintain the current capitalist economic and social system of Hong Kong through
June 30, 2047, the continuation of economic and social freedoms enjoyed in Hong
Kong is dependent on the government of China. Any attempt by China to tighten
its control over Hong Kong's political, economic or social policies may result
in an adverse effect on Hong Kong's economy.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.


                                       5





VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market Index Fund, iShares
MSCI Canada Index Fund, iShares MSCI EMU Index Fund, iShares MSCI France Index
Fund, iShares MSCI Germany Index Fund, iShares MSCI Italy Index Fund, iShares
MSCI Japan Index Fund, iShares MSCI Japan Small Cap Index Fund, iShares MSCI
Malaysia Index Fund, iShares MSCI Mexico Investable Market Index Fund, iShares
MSCI Netherlands Investable Market Index Fund, iShares MSCI Singapore Index
Fund, iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund, iShares
MSCI Switzerland Index Fund and iShares MSCI United Kingdom Index Fund, which
are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       7




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWH".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       8





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       9




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.


                                       10





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       11




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with China but not
with Hong Kong which is treated as a separate jurisdiction for U.S. tax
purposes.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain


                                       12




preferred stock 91 days during the 181-day period beginning 90 days before such
date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in


                                       13





block-size Creation Units of 75,000 shares or multiples thereof. Each "creator"
or "Authorized Participant" enters into an authorized participant agreement
with the Distributor. Only an Authorized Participant may create or redeem
Creation Units directly with the Fund. A creation transaction, which is subject
to acceptance by the transfer agent, generally takes place when an Authorized
Participant deposits into the Fund a portfolio of securities approximating the
holdings of the Fund and a specified amount of cash in exchange for a specified
number of Creation Units. To the extent practicable, the composition of such
portfolio generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       14





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $         75,000             $                 3.0%                  2.0%



----------
*    As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom

                                       15




Valley Drive, Oaks, PA 19456.

                                       16




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       17




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       18




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       19




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
=================   ==============   ========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                    --------------   ------------------------
                                                 %
                    ==============   ========================



                                       20




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       21




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

BGI-F-EWH-____

                   Investment Company Act File No.: 811-09102

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                         2010 PROSPECTUS TO SHAREHOLDERS


        iSHARES(Reg. TM) MSCI ISRAEL CAPPED INVESTABLE MARKET INDEX FUND

                                 JANUARY 1, 2010



                         Ticker: EIS
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                     SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

                             [GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI ISRAEL CAPPED
            INVESTABLE MARKET INDEX FUND.................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   15
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI Israel Capped Investable Market Index(SM)" is a servicemark of MSCI Inc.
and has been licensed for use for certain purposes by Barclays Global
Investors, N.A. ("BGI"). iShares is a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





       iSHARES(Reg. TM) MSCI ISRAEL CAPPED INVESTABLE MARKET INDEX FUND
                    Ticker: EIS  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Israel Capped
Investable Market Index (the "Underlying Index"). The Fund's investment
objective and the Underlying Index may be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
                    %                                                 %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average
     net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay
     all operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.


                                                                             S-1





EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index is a custom, free float-adjusted market capitalization
index designed to measure broad based equity market performance in Israel. The
Underlying Index consists of stocks traded primarily on the Tel Aviv Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund will at all times invest at least 90% of its assets in the securities
of the Underlying Index or in depositary receipts representing securities in
its Underlying Index. The Fund may invest the remainder of its assets in other
securities, including securities not in the Underlying Index, futures
contracts, options on futures contracts, other types of options and swaps
related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the


S-2                                                       [GRAPHIC APPEARS HERE]





Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EMERGING MARKETS RISK. The Fund's investment in emerging markets may be subject
to a greater risk of loss than investments in developed markets.


                                                                             S-3





EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to EUROPEAN ECONOMIC RISK and U.S.
ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

PRIVATIZATION RISK. Some countries in which the Fund invests have begun a
process of privatizing certain entities and industries; privatized entities may
lose money or be re-nationalized.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
defense concerns. These situations may cause uncertainty in these markets and
may adversely affect their economies.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an


S-4                                                       [GRAPHIC APPEARS HERE]





indication of the risks of investing in the Fund. Both assume that all
dividends and distributions have been reinvested in the Fund. Past performance
(before and after taxes) does not necessarily indicate how the Fund will
perform in the future. Supplemental information about the Fund's performance is
shown under the heading TOTAL RETURN INFORMATION in the SUPPLEMENTAL
INFORMATION section of the Prospectus.

               YEAR BY YEAR RETURNS/1/ (YEAR ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]




    
2008   -25.22%





----------
/1/  The Fund's total return for the six months ended September 30, 2009 was
     ____%.

The best calendar quarter return during the period shown above was ____% in the
____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                            ONE    SINCE FUND
                                                           YEAR    INCEPTION
                                                          ------  -----------
                                                            
(INCEPTION DATE: 11/12/2007)
  Return Before Taxes                                      __%        __%
  Return After Taxes on Distributions/1/                   __%        __%
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                                __%        __%
MSCI ISRAEL CAPPED INVESTABLE MARKET INDEX (Index
returns do not reflect deductions for fees, expenses or
taxes)                                                     __%        __%




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns
     depend on an investor's tax situation and may differ from those shown,
     and after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as
     401(k) plans or individual retirement accounts ("IRAs"). Fund returns
     after taxes on distributions and sale of Fund shares are calculated
     assuming that an investor has sufficient capital gains of the same
     character from other investments to offset any capital losses from the
     sale of Fund shares. As a result, Fund returns after taxes on
     distributions and sale of Fund shares may exceed Fund returns before
     taxes and/or returns after taxes on distributions.


                                                                             S-5





MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since inception.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
50,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Israeli currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.



EMERGING MARKETS RISK. Investments in emerging markets are subject to a greater
risk of loss than investments in developed markets. This is due to, among other
things, greater market volatility, lower trading volume, political and economic
instability, greater risk of a market shutdown and more governmental
limitations on foreign investments than typically found in developed markets.


EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.

ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

PRIVATIZATION RISK. Israel has begun a process of privatization of certain
entities and industries. Historically, investors in some newly privatized
entities have suffered losses due to the inability of the newly privatized
company to adjust quickly to a competitive environment or to changing
regulatory and legal standards. There is no assurance that such losses will not
recur.

RELIANCE ON TRADING PARTNERS RISK. The Israeli economy is dependent on trade
with certain key trading partners. Reduction in spending by these economies on
Israeli products and services or negative changes in any of these economies may
cause an adverse impact on the Israeli economy:


EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


U.S. ECONOMIC RISK. The United States is Israel's single largest trade and
investment partner. Decreasing U.S. imports, new trade regulations, changes in
the U.S. dollar exchange rates or a recession in the United States may have an
adverse impact on the Israeli economy.

SECURITY RISK. Israel has historically experienced acts of terrorism or
strained international relations related to border disputes, historical
animosities or other defense concerns. These situations may cause uncertainty
in the Israeli market and adversely affect the performance of the Israeli
economy.

STRUCTURAL RISKS. Certain political, economic and currency risks have
contributed to a high level of price volatility in the Israeli equity and
currency markets and could adversely affect investments in the Fund:

POLITICAL AND SOCIAL RISK. Historically, Israel's national politics have been
unpredictable and its government has been subject to sudden change.
Unanticipated or sudden political or social developments may result in sudden
and significant investment losses.

ECONOMIC RISK. The Israeli economy has suffered from debt burdens, high
inflation rates, currency devaluations and economic recessions, any of which
may have a negative effect on the Israeli economy and securities market.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying


                                       5




Index does not. BGFA expects that the Fund may experience higher tracking error
than is typical for equity index ETFs.


VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.


Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.


For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Brazil Index Fund, iShares MSCI Chile Investable Market
Index Fund, iShares MSCI South Africa Index Fund, iShares MSCI South Korea
Index Fund, iShares MSCI Taiwan Index Fund, iShares MSCI Thailand Investable
Market Index Fund and iShares MSCI Turkey Investable Market Index Fund, which
are offered in separate prospectuses) as follows: 0.74% per annum of the
aggregate net assets less than or equal to $2.0 billion, plus 0.69% per annum
of the aggregate net assets over $2.0 billion, up to and including $4.0
billion, plus 0.64% per annum of the aggregate net assets over $4.0 billion, up
to and including $8.0 billion, plus 0.57% per annum of the aggregate net assets
over $8.0 billion, up to and including $16.0 billion, plus 0.51% per annum of
the aggregate net assets in excess of $16.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.

                                       7




Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since its inception.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since its inception.

The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EIS".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly with the Fund. Once created, shares of the
Fund generally trade in the secondary market in amounts less than a Creation
Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change


                                       8




in the value of the Fund's portfolio securities after the close of the primary
markets for the Fund's portfolio securities and the reflection of that change
in the Fund's NAV ("market timing"), because the Fund sells and redeems its
shares directly through transactions that are in-kind and/or for cash with a
deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.

The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed or by market data vendors or other information
providers. The IOPV is based on the current market value of the securities
and/or cash required to be deposited in exchange for a Creation Unit. The IOPV
does not necessarily reflect the precise composition of the current portfolio
of securities held by the Fund at a particular point in time nor the best
possible valuation of the current portfolio. Therefore, the IOPV should not be
viewed as a "real-time" update of the NAV, which is computed

                                       9




only once a day. The IOPV is generally determined by using both current market
quotations and/or price quotations obtained from broker-dealers that may trade
in the portfolio securities held by the Fund. The quotations of certain Fund
holdings may not be updated during U.S. trading hours if such holdings do not
trade in the U.S. The Fund is not involved in, or responsible for, the
calculation or dissemination of the IOPV and makes no representation or
warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o Level 1 - Inputs that reflect unadjusted quoted prices in active markets for
identical assets or liabilities that the Fund has the ability to access at the
measurement date;

o Level 2 - Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability either directly or indirectly, including
quoted prices for similar assets or liabilities in active markets, quoted
prices for identical or similar assets or liabilities in markets that are not
considered to be active, inputs other than quoted prices that are observable
for the asset or liability and inputs that are derived principally from or
corroborated by observable market data by correlation or other means; and

o Level 3 - Inputs that are unobservable for the asset or liability.

The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and


                                       10





other factors. To the extent that valuation is based on models or inputs that
are less observable or unobservable in the market, the determination of fair
value requires more judgment. Accordingly, the degree of judgment exercised in
determining fair value is greatest for instruments categorized in Level 3 of
the fair value hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.

Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.

The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income and realized gains will be automatically
reinvested in additional whole shares of the Fund purchased in the secondary
market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general

                                       11




information. You should consult your own tax professional about the tax
consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the

possible tax consequences when the Fund makes distributions or you sell Fund
shares.


TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with Israel.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such date. In general, your distributions are subject
to U.S. federal income tax for the year when they are paid. Certain
distributions paid in January, however, may be treated as paid on December 31
of the prior year.


                                       12




If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 50,000 shares or multiples
thereof. Each "creator" or "Authorized Participant" enters into an authorized
participant agreement with the Distributor. Only an Authorized Participant may
create or redeem Creation Units directly with the Fund. A creation transaction,
which is subject to acceptance by the


                                       13





transfer agent, generally takes place when an Authorized Participant deposits
into the Fund a portfolio of securities approximating the holdings of the Fund
and a specified amount of cash in exchange for a specified number of Creation
Units. To the extent practicable, the composition of such portfolio generally
corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.


TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of


                                       14





Creation Units for cash are required to pay an additional variable charge (up
to the maximum amount shown below) to compensate for brokerage and market
impact expenses. The standard creation and redemption transaction fees are set
forth below. The standard creation transaction fee is charged to each purchaser
on the day such purchaser creates a Creation Unit. The standard creation
transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $         50,000             $                 3.0%                  2.0%



-----------
* As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's historical financial performance since inception. Certain information
reflects financial results for a single share of the Fund. The total return in
the table represents the rate that an investor would have earned (or lost) on
an investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund from April 1, 2008 through September 30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS    PERCENTAGE OF TOTAL DAYS
=================  ================  =========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ----------------  -------------------------
                                                  %
                   ================  =========================



                                       19




II. Total Return Information


The table that follows presents information about the total return of the
Fund's Underlying Index and the total return of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.

"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the period indicated.


The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Since shares of the
Fund did not trade in the secondary market until after the Fund's inception,
for the period from inception to the first day of secondary market trading in
shares of the Fund, the NAV of the Fund is used as a proxy for the Market Price
to calculate market returns. Market and NAV returns assume that dividends and
capital gain distributions have been reinvested in the Fund at Market Price and
NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       20




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




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                              FOR MORE INFORMATION:

                                 WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EIS-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                         2010 PROSPECTUS TO SHAREHOLDERS


                    iSHARES(Reg. TM) MSCI ITALY INDEX FUND

                                 JANUARY 1, 2010



                         Ticker: EWI
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                     SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI ITALY INDEX FUND.........  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    5
          Management.....................................    6
          Shareholder Information........................    7
          Distribution...................................   14
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI Italy Index(SM)" is a servicemark of MSCI Inc. and has been licensed for
use for certain purposes by Barclays Global Investors, N.A. ("BGI"). iShares is
a registered trademark of BGI.


                                        i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                     iSHARES(Reg. TM) MSCI ITALY INDEX FUND
                      Ticker: EWI Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Italy Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider") that
is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The Index
Provider determines the composition and relative weightings of the securities in
the Underlying Index and publishes information regarding the market value of the
Underlying Index. The Fund's Index Provider is MSCI Inc. ("MSCI"). Additional
information regarding the Index Provider is provided in the INDEX PROVIDER
section of the Prospectus. The Fund is a series of iShares, Inc. (the
"Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Fund shares are held in a taxable account. These costs, which are not
reflected in annual fund operating expenses or in the example, affect the Fund's
performance. During the most recent fiscal year, the Fund's portfolio turnover
rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Milan Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try to
"beat" the index it tracks and does not seek temporary defensive positions when
markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active management,
such as poor security selection. Indexing seeks to achieve lower costs and
better after-tax performance by keeping portfolio turnover low in comparison to
actively managed investment companies.

The Fund generally invests at least 90% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 80% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.


S-2                                                       [GRAPHIC APPEARS HERE]





TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency valuation,
asset valuations, corporate actions (such as mergers and spin-offs), timing
variances, and differences between the Fund's portfolio and the Underlying Index
resulting from legal restrictions (such as diversification requirements) that
apply to the Fund but not to the Underlying Index or the use of representative
sampling. "Tracking error" is the difference between the performance (return) of
the Fund's portfolio and that of its Underlying Index. BGFA expects that, over
time, the Fund's tracking error will not exceed 5%. Because the Fund uses a
representative sampling indexing strategy, it can be expected to have a larger
tracking error than if it used a replication indexing strategy. "Replication" is
an indexing strategy in which a fund invests in substantially all of the
securities in its underlying index in approximately the same proportions as in
the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S. government
(including its agencies and instrumentalities) and repurchase agreements
collateralized by U.S. government securities are not considered to be issued by
members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The Fund
is subject to the principal risks noted below, any of which may adversely affect
the Fund's net asset value ("NAV"), trading price, yield, total return and
ability to meet its investment objective, as well as numerous other risks that
are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL RISKS
section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio may
underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.


                                                                             S-3





ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM OR
DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or market.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information about
the Fund's performance is shown under the heading TOTAL RETURN INFORMATION in
the SUPPLEMENTAL INFORMATION section of the Prospectus.


S-4                                                       [GRAPHIC APPEARS HERE]





               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



      
1998      50.24%
1999       0.53%
2000      -1.17%
2001     -26.71%
2002      -6.73%
2003      38.85%
2004      32.17%
2005       1.49%
2006      32.85%
2007       5.42%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                    (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                            1 YEAR    5 YEARS    10 YEARS
                                                           --------  ---------  ---------
                                                                       
(INCEPTION DATE: 03/12/1996)
  Return Before Taxes                                      %         %          %
  Return After Taxes on Distributions/1/                   %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                                %         %          %
MSCI ITALY INDEX (Index returns do not reflect deductions
for fees, expenses, or taxes)                              %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.


                                                                             S-5





PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares may
trade at a price greater than NAV (a premium) or less than NAV (a discount).
Only authorized participants who have entered into agreements with the Fund's
distributor, SEI Investments Distribution Co. (the "Distributor"), may engage in
creation or redemption transactions directly with the Fund. The Fund will only
issue or redeem shares that have been aggregated into blocks of 150,000 shares
or multiples thereof ("Creation Units"). The Fund will issue or redeem Creation
Units in return for a basket of assets that the Fund specifies each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income or
capital gains, unless you are investing through a tax-deferred arrangement such
as a 401(k) plan or an IRA. For more information regarding the tax consequences
that may be associated with investing in the Fund, please refer to the TAXES ON
DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be purchased
or redeemed directly from the Fund at NAV solely by Authorized Participants.
Also unlike shares of a mutual fund, shares of the Fund are listed on a national
securities exchange and trade in the secondary market at market prices that
change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not representative
of the market as a whole. The Fund is designed to be used as part of broader
asset allocation strategies. Accordingly, an investment in the Fund should not
constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's portfolio
may underperform the returns of other securities or indexes that track other
industries, groups of industries, markets, asset classes or sectors. Various
types of securities or indexes tend to experience cycles of outperformance and
underperformance in comparison to the general securities markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                        1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Italian currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are subject
to volatile changes in value that may be attributable to market perception of a
particular issuer or to general stock market fluctuations that affect all
issuers. Investments in equity securities may be more volatile than investments
in other asset classes.


GEOGRAPHIC RISK. Italy is located in a part of the world that has historically
been prone to natural disasters such as earthquakes, flooding and volcanoes and
is economically sensitive to environmental events. Any such event could result
in a significant adverse impact on the Italian economy.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or at
their own discretion, decide to reduce or eliminate dividends, which may also
cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value due
to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry or
industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                        2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the Fund's
primary listing is maintained. There can be no assurance that the Fund's shares
will continue to trade on any such stock exchange or in any market or that the
Fund's shares will continue to meet the requirements for listing or trading on
any exchange or in any market. The Fund's shares may be less actively traded in
certain markets than others, and investors are subject to the execution and
settlement risks and market standards of the market where they or their broker
direct their trades for execution. Certain information available to investors
who trade Fund shares on a U.S. stock exchange during regular U.S. market hours
may not be available to investors who trade in other markets, which may result
in secondary market prices in such markets being less efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules on
the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES
TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be created
and redeemed in Creation Units at NAV (unlike shares of many closed-end funds,
which frequently trade at appreciable discounts from, and sometimes at premiums
to, their NAVs), BGFA believes that large discounts or premiums to the NAV of
the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's shares
normally will trade on exchanges at prices close to the Fund's next calculated
NAV, exchange prices are not expected to correlate exactly with the Fund's NAV
due to timing reasons as well as market supply and demand factors. In addition,
disruptions to creations and redemptions or the existence of extreme market
volatility may result in trading prices that differ

                                        3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the difference
between what professional investors are willing to pay for Fund shares (the
"bid" price) and the price at which they are willing to sell Fund shares (the
"ask" price). Because of the costs inherent in buying or selling Fund shares,
frequent trading may detract significantly from investment results and an
investment in Fund shares may not be advisable for investors who anticipate
regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or to
a single economic, political or regulatory occurrence affecting these issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers are
subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the Fund
    invests may differ and/or may not be as extensive or protective as those
    that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                        4




in securities included in, or representative of, its Underlying Index regardless
of their investment merits. BGFA does not attempt to take defensive positions in
declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Italian economy is dependent on the
economies of Europe as key trading partners. The Economic and Monetary Union
("EMU") of the European Union ("EU") requires compliance with restrictions on
inflation rates, deficits, interest rates, debt levels and fiscal and monetary
controls, each of which may significantly affect every country in Europe.
Decreasing imports or exports, changes in governmental regulations on trade,
changes in the exchange rate of the euro and recessions in EU economies may have
a significant adverse effect on the economies of EU members and their trading
partners.

STRUCTURAL RISKS. Italy is subject to certain structural risks such as
inadequate infrastructure, corruption, excessive governmental spending and
frequent government turnover, any of which could adversely affect investments in
the Fund:

POLITICAL AND SOCIAL RISK. A significant portion of Italy's workforce is
unionized and certain regions and sectors of Italy have experienced periods of
high unemployment and labor and social unrest. Italy is also subject to labor
and overall countrywide strikes. These issues may affect Italian economic
activity. Italy's strong presence in the lower-end industrial product sectors
has eroded through competition with other countries (notably China) due to its
higher labor costs.

GOVERNMENT SPENDING AND ECONOMIC DEBT. The government has experienced
significant budget deficits and a high amount of public debt causing credit
rating agencies to lower Italy's sovereign debt rating at times. Italy has been
warned by the EMU to reduce its public spending and debt. This high amount of
debt and public spending may stifle Italian economic growth or cause prolonged
periods of recession.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to the
Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not. BGFA expects that
the Fund may experience higher tracking error than is typical for equity index
ETFs.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                        5





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's assets.
In seeking to achieve the Fund's investment objective, BGFA uses teams of
portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable Market
Index Fund, iShares MSCI Belgium Investable Market 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
Japan Index Fund, iShares MSCI Japan Small Cap Index Fund, iShares MSCI Malaysia
Index Fund, iShares MSCI Mexico Investable Market Index Fund, iShares MSCI
Netherlands Investable Market Index Fund, iShares MSCI Singapore Index Fund,
iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund, iShares MSCI
Switzerland Index Fund and iShares MSCI United Kingdom Index Fund, which are
offered in separate prospectuses) as follows: 0.59% per annum of the aggregate
net assets less than or equal to $7.0 billion, plus 0.54% per annum of the
aggregate net assets over $7.0 billion, up to and including $11.0 billion, plus
0.49% per annum of the aggregate net assets over $11.0 billion, up to and
including $24.0 billion, plus 0.44% per annum of the aggregate net assets over
$24.0 billion, up to and including $48.0 billion, plus 0.40% per annum of the
aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available in
the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                        6




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with members
of his or her team to focus on certain asset classes, implementing investment
strategy, researching and reviewing investment strategy and overseeing members
of his or her portfolio management team with more limited responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of the
Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since 2007
and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has been
a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of the
Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since 2006
and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has been
a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the Portfolio
Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust Company
("State Street") is the administrator, custodian and transfer agent for the
Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small amounts
of shares. The spread varies over time for shares of the Fund based on its
trading volume and market liquidity, and is generally lower if the Fund has a
lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWI".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                        7





with the Fund. Once created, shares of the Fund generally trade in the secondary
market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with a
deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted a
policy of monitoring for other frequent trading activity because shares of the
Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest in
the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery of
stock certificates or to have shares registered in your name, and you are not
considered a registered owner of shares. Therefore, to exercise any right as an
owner of shares, you must rely upon the procedures of DTC and its participants.
These procedures are the same as those that apply to any other securities that
you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                        8




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at a
particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading hours
if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m., Eastern
time) on each day that the NYSE is open for trading, based on prices at the time
of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a data
service provider based on quotations received from such banks or dealers) and
(b) U.S. fixed-income assets may be valued as of the announced closing time for
trading in fixed-income instruments on any day that the Securities Industry and
Financial Markets Association announces an early closing time. The NAV of the
Fund is calculated by dividing the value of the net assets of the Fund (I.E.,
the value of its total assets less total liabilities) by the total number of
outstanding shares of the Fund, generally rounded to the nearest cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure
fair value into three broad levels. Inputs may be based on independent market
data ("observable inputs") or they may be internally developed ("unobservable
inputs"). The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). The three
levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.


                                        9





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair value
hierarchy is based on the lowest level of any input that is significant to the
fair value measurement in its entirety. The categorization of a value determined
for a financial instrument within the hierarchy is based upon the pricing
transparency of the instrument and does not necessarily correspond to the Fund's
perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations. Use
of fair value prices and certain current market valuations could result in a
difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a PRO
RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       10




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in shares
of the Fund will be taxed. The tax information in this Prospectus is provided as
general information. You should consult your own tax professional about the tax
consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged its
position in the stock in certain ways. For this purpose, a qualified non-U.S.
corporation means any non-U.S. corporation that is eligible for benefits under a
comprehensive income tax treaty with the United States which includes an
exchange of information program or if the stock with respect to which the
dividend was paid is readily tradable on an established United States security
market. The term excludes a corporation that is a passive foreign investment
company. Under current Internal Revenue Service guidance, the United States has
an appropriate comprehensive income tax treaty with Italy.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a REIT
and distributed to a shareholder generally will be taxable to the shareholder as
ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the Fund,
and to a share of the Fund held without being hedged by you, for 61 days during
the 121-day period beginning at the date which is 60 days before the date on
which such share becomes ex-dividend with respect to such dividend or in the
case of certain preferred stock 91 days during the 181-day period beginning 90
days before such


                                       11




date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however, may
be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and profits,
all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are a
non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit in
calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares held
for six months or less is treated as long-term capital loss to the extent that
capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON FUND
DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT THE
POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 150,000 shares or multiples
thereof. Each "creator" or


                                       12





"Authorized Participant" enters into an authorized participant agreement with
the Distributor. Only an Authorized Participant may create or redeem Creation
Units directly with the Fund. A creation transaction, which is subject to
acceptance by the transfer agent, generally takes place when an Authorized
Participant deposits into the Fund a portfolio of securities approximating the
holdings of the Fund and a specified amount of cash in exchange for a specified
number of Creation Units. To the extent practicable, the composition of such
portfolio generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933 Act").
Further, an Authorized Participant that is not a "qualified institutional
buyer," as such term is defined under Rule 144A of the 1933 Act, will not be
able to receive Fund Securities that are restricted securities eligible for
resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member of
the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and redemption
of Creation Units (including the cut-off times for receipt of creation and
redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       13





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below. In
addition, purchasers of shares in Creation Units are responsible for payment of
the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from the
Fund. Investors who use the services of a broker or other such intermediary may
pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:






                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        150,000             $                 3.0%                  2.0%



-----------
*  As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom

                                       14




Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS OF
THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING
OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER PERSON
OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR FOR ANY
OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR IMPLIED
WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT, SPECIAL,
PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE DETERMINATION
OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE REDEEMABLE.
NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF THE FUND IN
CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE SHARES OF THE
FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF THE
FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE SHARES
OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT INDEX OR
ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS DESCRIBED
HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED WARRANTIES
AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY DATA INCLUDED
THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL NYSE ARCA HAVE
ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY
OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF
SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING INDEX
OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The Fund's
Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The Market
Price of the Fund will fluctuate in accordance with changes in its NAV, as well
as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND TRADED
WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS IN EACH
PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL NUMBER OF
TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED HERE
REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS  PERCENTAGE OF TOTAL DAYS
=================  ===============  ========================
                              
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ---------------  ------------------------
                                              %
                   ===============  ========================



                                       19




II. Total Return Information


The tables that follow present information about the total returns of the Fund's
Underlying Index and the total returns of the Fund. The information presented
for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is determined
by using the midpoint between the highest bid and the lowest offer on the
primary stock exchange on which shares of the Fund are listed for trading, as of
the time that the Fund's NAV is calculated. Market and NAV returns assume that
dividends and capital gain distributions have been reinvested in the Fund at
Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a portfolio
of securities and therefore does not incur the expenses incurred by the Fund.
These expenses negatively impact the performance of the Fund. Also, market
returns do not include brokerage commissions that may be payable on secondary
market transactions. If brokerage commissions were included, market returns
would be lower. The returns shown in the tables below do not reflect the
deduction of taxes that a shareholder would pay on Fund distributions or the
redemption or sale of Fund shares. The investment return and principal value of
shares of the Fund will vary with changes in market conditions. Shares of the
Fund may be worth more or less than their original cost when they are redeemed
or sold in the market. The Fund's past performance is no guarantee of future
results.


[TO BE UPDATED BY AMENDMENT.]


                                       20




[GRAPHIC APPEARS HERE]



Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.   Go to www.icsdelivery.com.
           -------------------

2.   From the main page, select the first letter of your brokerage firm's name.

3.   Select your brokerage institution from the list that follows. If your
     brokerage firm is not listed, electronic delivery may not be available.
     Please contact your brokerage firm or financial adviser.

4.   Fill out the appropriate information and provide the e-mail address where
     you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                              FOR MORE INFORMATION:

                                 WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on our
website at www.iShares.com. For more information about the Fund, you may request
a copy of the SAI. The SAI provides detailed information about the Fund and is
incorporated by reference into this Prospectus. This means that the SAI, for
legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report, you
will find a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish to
obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456





Information about the Fund (including the SAI) can be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWI-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                    iSHARES(Reg. TM) MSCI JAPAN INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWJ
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI JAPAN INDEX FUND.........  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   16
          Financial Highlights...........................   17
          Index Provider.................................   18
          Disclaimers....................................   18
          Supplemental Information.......................   20





"MSCI Japan Index(SM)" is a servicemark of MSCI Inc. and has been licensed for
use for certain purposes by Barclays Global Investors, N.A. ("BGI"). iShares is
a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                     iSHARES(Reg. TM) MSCI JAPAN INDEX FUND
                      Ticker: EWJ  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Japan Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Tokyo Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and ______.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 95% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 90% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or


S-2                                                       [GRAPHIC APPEARS HERE]





may not hold all of the securities in the Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.


                                                                             S-3





ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

LACK OF NATURAL RESOURCES RISK. The Fund invests in Japan, which has few
natural resources. Any fluctuation or shortage in the commodity markets could
have a great impact on the Japanese economy.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to ASIAN ECONOMIC RISK, EUROPEAN
ECONOMIC RISK and U.S. ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
defense concerns. These situations may cause uncertainty in these markets and
may adversely affect their economies.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been


S-4                                                       [GRAPHIC APPEARS HERE]





reinvested in the Fund. Past performance (before and after taxes) does not
necessarily indicate how the Fund will perform in the future. Supplemental
information about the Fund's performance is shown under the heading TOTAL
RETURN INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.

               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



    
1998     3.53%
1999    57.89%
2000   -28.57%
2001   -29.90%
2002   -10.47%
2003    35.54%
2004    14.78%
2005    24.65%
2006     5.49%
2007    -4.30%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     _____%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                    (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                             1 YEAR    5 YEARS    10 YEARS
                                                            --------  ---------  ---------
                                                                        
(INCEPTION DATE: 03/12/1996)
  Return Before Taxes                                         %         %          %
  Return After Taxes on Distributions/1/                      %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                                   %         %          %
MSCI JAPAN INDEX (Index returns do not reflect deductions
for fees, expenses, or taxes)                                 %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

                                                                             S-5






MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
600,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Japanese currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. Japan is located in a part of the world that has historically
been prone to natural disasters such as earthquakes, volcanoes and tsunamis and
is economically sensitive to environmental events. Any such event could result
in a significant adverse impact on the Japanese economy.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


LACK OF NATURAL RESOURCES RISK. Japan is an island state with few natural
resources and limited land area and is reliant on imports for its commodity
needs. Any fluctuations or shortages in the commodity markets could have a
negative impact on the Japanese economy.

MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.

                                       2





MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.


RELIANCE ON TRADING PARTNERS RISK. The Japanese economy is heavily dependent on
international trade and has been adversely affected by trade tariffs, other
protectionist measures and rising commodity prices. Japanese economic growth
has generally been dependent on the U.S. and Chinese economies, with trade
increasing with China in recent years:


ASIAN ECONOMIC RISK. Certain Asian economies have experienced over-extension of
credit, currency devaluations and restrictions, high unemployment, high
inflation, decreased exports and economic recessions. Economic events in any
one country can have a significant economic effect on the entire Asian region
as well as on major trading partners outside Asia and any adverse event in the
Asian markets may have a significant adverse effect on the Japanese economy.


EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


                                       5




U.S. ECONOMIC RISK. The United States is a significant trading partner of
Japan. Decreasing U.S. imports, new trade regulations, changes in the U.S.
dollar exchange rates or a recession in the United States may have an adverse
impact on the Japanese economy.

SECURITY RISK. Japan's relations with its neighbors, particularly China, North
Korea, South Korea and Russia, have at times been strained due to territorial
disputes, historical animosities and defense concerns. Most recently, the
Japanese government has shown concern over the increased nuclear and military
activity by North Korea. Strained relations may cause uncertainty in the
Japanese markets and adversely affect the overall Japanese economy in times of
crisis.

STRUCTURAL RISKS. Japan may be subject to risks relating to political, economic
and labor risks. Any of these risks, individually or in the aggregate, could
adversely affect investments in the Fund:

POLITICAL RISK. Historically, Japan has been subject to unpredictable national
politics and may experience frequent political turnover. Future political
developments may lead to changes in policy that might adversely affect the
Fund's investments.

LARGE GOVERNMENT DEBT RISK. The Japanese economy faces several concerns,
including a financial system with large levels of nonperforming loans,
over-leveraged corporate balance sheets, extensive cross-ownership by major
corporations, a changing corporate governance structure, and large government
deficits.

CURRENCY RISK. The Japanese yen has fluctuated widely at times and any increase
in its value may cause a decline in exports that could weaken the economy.

LABOR RISK. Japan has an aging workforce. It is a labor market undergoing
fundamental structural changes, as traditional lifetime employment clashes with
the need for increased labor mobility, which may adversely affect Japan's
economic competitiveness.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market 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 Small Cap Index Fund, iShares
MSCI Malaysia Index Fund, iShares MSCI Mexico Investable Market Index Fund,
iShares MSCI Netherlands Investable Market Index Fund, iShares MSCI Singapore
Index Fund, iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund,
iShares MSCI Switzerland Index Fund and iShares MSCI United Kingdom Index Fund,
which are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       7




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWJ".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       8





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       9




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.


                                       10





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       11




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with Japan.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such


                                       12




date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 600,000 shares or multiples
thereof. Each "creator" or


                                       13





"Authorized Participant" enters into an authorized participant agreement with
the Distributor. Only an Authorized Participant may create or redeem Creation
Units directly with the Fund. A creation transaction, which is subject to
acceptance by the transfer agent, generally takes place when an Authorized
Participant deposits into the Fund a portfolio of securities approximating the
holdings of the Fund and a specified amount of cash in exchange for a specified
number of Creation Units. To the extent practicable, the composition of such
portfolio generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       14





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        600,000             $                 3.0%                  2.0%



----------
*    As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

                                       15




Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       16




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       17




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       18




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       19




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
=================   ==============   ========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                    --------------   ------------------------
                                                 %
                    ==============   ========================



                                       20




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       21




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWJ-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]






THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


               iSHARES(Reg. TM) MSCI JAPAN SMALL CAP INDEX FUND

                                JANUARY 1, 2010



                         Ticker: SCJ
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI JAPAN SMALL CAP
            INDEX FUND...................................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    7
          Management.....................................    8
          Shareholder Information........................    9
          Distribution...................................   17
          Financial Highlights...........................   18
          Index Provider.................................   19
          Disclaimers....................................   19
          Supplemental Information.......................   21





"MSCI Japan Small Cap Index(SM)" is a servicemark of MSCI Inc. and has been
licensed for use for certain purposes by Barclays Global Investors, N.A.
("BGI"). iShares is a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





               iSHARES(Reg. TM) MSCI JAPAN SMALL CAP INDEX FUND
                    Ticker: SCJ  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Japan Small Cap Index
(the "Underlying Index"). The Fund's investment objective and the Underlying
Index may be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




-----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.



                                                                             S-1





EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index targets 40% of the eligible small-cap universe within each
industry group in the MSCI Japan Index, which consists of stocks traded
primarily on the Tokyo Stock Exchange. MSCI defines the small-cap universe as
all listed securities that have a market capitalization in the range of $_____
- $______ million. As of September 30, 2009, the Underlying Index's three
largest industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 90% of its assets in the securities of its
Underlying Index and in depositary receipts representing securities in its
Underlying Index. The Fund may invest the remainder of its assets in other
securities, including securities not in the Underlying Index, futures
contracts, options on futures contracts, other types of options and swaps
related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market


S-2                                                       [GRAPHIC APPEARS HERE]





capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value


                                                                             S-3





and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

LACK OF NATURAL RESOURCES RISK. The Fund invests in Japan, which has few
natural resources. Any fluctuation or shortage in the commodity markets could
have a great impact on the Japanese economy.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to ASIAN ECONOMIC RISK, EUROPEAN
ECONOMIC RISK and U.S. ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
defense concerns. These situations may cause uncertainty in these markets and
may adversely affect their economies.

SMALL-CAPITALIZATION COMPANIES RISK. Compared to the mid- and large-
capitalization companies, the small-capitalization companies may be less stable
and their securities may be more volatile and less liquid.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may


S-4                                                       [GRAPHIC APPEARS HERE]





change on days when shareholders will not be able to purchase or sell the
Fund's shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.

                YEAR BY YEAR RETURNS/1/ (YEAR ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



    
2007   __%





-----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ___%.

The best calendar quarter return during the period shown above was ____% in the
____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (for the periods ended DECEMBER 31, 2008)





                                                                      SINCE
                                                             ONE      FUND
                                                            YEAR    INCEPTION
                                                           ------  ----------
                                                             
(INCEPTION DATE: 12/20/2007)
  Return Before Taxes                                      %       %
  Return After Taxes on Distributions/1/                   %       %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                                %       %
MSCI JAPAN SMALL CAP INDEX (Index returns do not reflect
deductions for fees, expenses or taxes)                    %       %




/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the


                                                                             S-5





     same character from other investments to offset any capital losses from
     the sale of Fund shares. As a result, Fund returns after taxes on
     distributions and sale of Fund shares may exceed Fund returns before taxes
     and/or returns after taxes on distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
100,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Japanese currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. Japan is located in a part of the world that has historically
been prone to natural disasters such as earthquakes, volcanoes and tsunamis and
is economically sensitive to environmental events. Any such event could result
in a significant adverse impact on the Japanese economy.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


LACK OF NATURAL RESOURCES RISK. Japan is an island state with few natural
resources and limited land area and is reliant on imports for its commodity
needs. Any fluctuations or shortages in the commodity markets could have a
negative impact on the Japanese economy.

MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.


RELIANCE ON TRADING PARTNERS RISK. The Japanese economy is heavily dependent on
international trade and has been adversely affected by trade tariffs, other
protectionist measures and rising commodity prices. Japanese economic growth
has generally been dependent on the U.S. and Chinese economies, with trade
increasing with China in recent years:


ASIAN ECONOMIC RISK. Certain Asian economies have experienced over-extension of
credit, currency devaluations and restrictions, high unemployment, high
inflation, decreased exports and economic recessions. Economic events in any
one country can have a significant economic effect on the entire Asian region
as well as on major trading partners outside Asia and any adverse event in the
Asian markets may have a significant adverse effect on the Japanese economy.


EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


                                       5




U.S. ECONOMIC RISK. The United States is a significant trading partner of
Japan. Decreasing U.S. imports, new trade regulations, changes in the U.S.
dollar exchange rates or a recession in the United States may have an adverse
impact on the Japanese economy.

SECURITY RISK. Japan's relations with its neighbors, particularly China, North
Korea, South Korea and Russia, have at times been strained due to territorial
disputes, historical animosities and defense concerns. Most recently, the
Japanese government has shown concern over the increased nuclear and military
activity by North Korea. Strained relations may cause uncertainty in the
Japanese markets and adversely affect the overall Japanese economy in times of
crisis.

SMALL-CAPITALIZATION RISK. The Fund may be more volatile (I.E., subject to more
frequent changes in price) than a fund that invests primarily in large or mid-
capitalized securities because:

o  Small-capitalization companies may be less financially secure than larger,
   more established companies;

o  Small-capitalization companies may depend on a small number of essential
   personnel and thus are more vulnerable to personnel losses;

o  Small-capitalization companies normally have less diverse product lines than
   larger capitalization companies and thus are more susceptible to adverse
   developments concerning their products; and

o  Small-capitalization stocks may be thinly traded and thus may be difficult
   for the Fund to buy and sell.

STRUCTURAL RISKS. Japan may be subject to risks relating to political, economic
and labor risks. Any of these risks, individually or in the aggregate, could
adversely affect investments in the Fund:

POLITICAL RISK. Historically, Japan has been subject to unpredictable national
politics and may experience frequent political turnover. Future political
developments may lead to changes in policy that might adversely affect the
Fund's investments.

LARGE GOVERNMENT DEBT RISK. The Japanese economy faces several concerns,
including a financial system with large levels of nonperforming loans,
over-leveraged corporate balance sheets, extensive cross-ownership by major
corporations, a changing corporate governance structure, and large government
deficits.

CURRENCY RISK. The Japanese yen has fluctuated widely at times and any increase
in its value may cause a decline in exports that could weaken the economy.

LABOR RISK. Japan has an aging workforce. It is a labor market undergoing
fundamental structural changes, as traditional lifetime employment clashes with
the need for increased labor mobility, which may adversely affect Japan's
economic competitiveness.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking


                                       6




error also may result because the Fund incurs fees and expenses while its
Underlying Index does not.


VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       7





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market 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 Investable Market Index Fund, iShares
MSCI Netherlands Investable Market Index Fund, iShares MSCI Singapore Index
Fund, iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund, iShares
MSCI Switzerland Index Fund and iShares MSCI United Kingdom Index Fund, which
are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       8




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "SCJ".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       9





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       10




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o  Level 1 - Inputs that reflect unadjusted quoted prices in active markets for
   identical assets or liabilities that the Fund has the ability to access at
   the measurement date;

o  Level 2 - Inputs other than quoted prices included within Level 1 that are
   observable for the asset or liability either directly or indirectly,
   including quoted prices for similar assets or liabilities in active markets,
   quoted prices for identical or similar assets or liabilities in markets that
   are not considered to be active, inputs other than quoted prices that are
   observable for the asset or liability and inputs that are derived principally
   from or corroborated by observable market data by correlation or other means;
   and

o  Level 3 - Inputs that are unobservable for the asset or liability.


                                       11





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       12




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the

possible tax consequences when the Fund makes distributions or you sell Fund
shares.


TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with Japan.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such


                                       13




date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 100,000 shares or multiples
thereof. Each "creator" or


                                       14





"Authorized Participant" enters into an authorized participant agreement with
the Distributor. Only an Authorized Participant may create or redeem Creation
Units directly with the Fund. A creation transaction, which is subject to
acceptance by the transfer agent, generally takes place when an Authorized
Participant deposits into the Fund a portfolio of securities approximating the
holdings of the Fund and a specified amount of cash in exchange for a specified
number of Creation Units. To the extent practicable, the composition of such
portfolio generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       15





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        100,000             $                 3.0%                  2.0%



-----------
*  As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

                                       16




Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       17




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's historical financial performance since inception. Certain information
reflects financial results for a single share of the Fund. The total return in
the table represents the rate that an investor would have earned (or lost) on
an investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


[TO BE UPDATED BY AMENDMENT.]


                                       18




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       19




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       20




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS  PERCENTAGE OF TOTAL DAYS
=================  ===============  ========================
                              
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ---------------  ------------------------
                                               %
                   ===============  ========================



                                       21




II. Total Return Information


The table that follows presents information about the total return of the
Fund's Underlying Index and the total return of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.

"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the period indicated.


The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Since shares of the
Fund did not trade in the secondary market until after the Fund's inception,
for the period from inception to the first day of secondary market trading in
shares of the Fund, the NAV of the Fund is used as a proxy for the Market Price
to calculate market returns. Market and NAV returns assume that dividends and
capital gain distributions have been reinvested in the Fund at Market Price and
NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       22




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456





Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-SCJ-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]
sxt





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                   iSHARES(Reg. TM) MSCI MALAYSIA INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWM
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI MALAYSIA INDEX
            FUND.........................................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   15
          Financial Highlights...........................   17
          Index Provider.................................   18
          Disclaimers....................................   18
          Supplemental Information.......................   20





"MSCI Malaysia Index(SM)" is a servicemark of MSCI Inc. and has been licensed
for use for certain purposes by Barclays Global Investors, N.A. ("BGI"). iShares
is a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                   iSHARES(Reg. TM) MSCI MALAYSIA INDEX FUND
                      Ticker: EWM  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Malaysia Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Kuala Lumpur
Stock Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and ______.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 95% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 90% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or


S-2                                                       [GRAPHIC APPEARS HERE]





may not hold all of the securities in the Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EMERGING MARKETS RISK. The Fund's investment in emerging markets may be subject
to a greater risk of loss than investments in developed markets.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value


                                                                             S-3





and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to ASIAN ECONOMIC RISK and U.S.
ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.
RISK OF CAPITAL CONTROL. Previously, the Malaysian authorities placed a levy on
profits by foreign entities, such as the Fund, which caused the Fund's trading
price to differ from their NAV on many days. There can be no assurance that
Malaysian capital controls will not be changed in the future in ways that
adversely affect the Fund and its shareholders.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
defense concerns. These situations may cause uncertainty in these markets and
may adversely affect their economies.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an


S-4                                                       [GRAPHIC APPEARS HERE]





indication of the risks of investing in the Fund. Both assume that all
dividends and distributions have been reinvested in the Fund. Past performance
(before and after taxes) does not necessarily indicate how the Fund will
perform in the future. Supplemental information about the Fund's performance is
shown under the heading TOTAL RETURN INFORMATION in the SUPPLEMENTAL
INFORMATION section of the Prospectus.

               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



    
1998   -29.31%
1999    92.98%
2000   -15.85%
2001     4.56%
2002     0.66%
2003    25.07%
2004    14.38%
2005     1.57%
2006    36.20%
2007    45.49%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     _____%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                    (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                          1 YEAR    5 YEARS    10 YEARS
                                                         --------  ---------  ---------
                                                                     
(INCEPTION DATE: 03/12/1996)
  Return Before Taxes                                      %         %          %
  Return After Taxes on Distributions/1/                   %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                                %         %          %
MSCI MALAYSIA INDEX (Index returns do not reflect
deductions for fees, expenses, or taxes)                   %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

                                                                             S-5






MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
75,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Malaysian currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.


EMERGING MARKETS RISK. Investments in emerging markets are subject to a greater
risk of loss than investments in developed markets. This is due to, among other
things, greater market volatility, lower trading volume, political and economic
instability, greater risk of a market shutdown and more governmental
limitations on foreign investments than typically found in developed markets.


EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. Malaysia is located in a part of the world that has
historically been prone to natural disasters such as earthquakes, volcanoes and
tsunamis and is economically sensitive to environmental events. Any such event
could result in a significant adverse impact on the Malaysian economy.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Malaysian economy is dependent on the
economies of Southeast Asia and the United States as key trading partners.
Reduction in spending by these countries on Malaysian products and services or
negative changes in any of these economies may cause an adverse impact in the
Malaysian economy:

ASIAN ECONOMIC RISK. Certain Asian economies experience over-extension of
credit, currency devaluations and restrictions, rising unemployment, high
inflation, decreased exports and economic recessions. Economic events in any
one country can have a significant effect on the entire Asian region as well as
on major trading partners outside Asia and any adverse event in the Asian
markets may have a significant adverse effect on the Malaysian economy.

U.S. ECONOMIC RISK. The United States is a significant trading and investment
partner of Malaysia. Decreasing U.S. imports, new trade regulations, changes in
the U.S. dollar exchange rates or a recession in the United States may have an
adverse impact on the Malaysian economy.

RISK OF CAPITAL CONTROLS. Recent volatility in the exchange rate of the
Malaysian currency and general economic deterioration led to the imposition and
then reversal of stringent capital controls, a prohibition on repatriation of
capital and an indefinite prohibition on free transfers of securities:

POSSIBILITY OF LEVY ON REPATRIATION BY FUND. A levy was placed on profits
repatriated by foreign entities such as the Fund and this disruption of the
creation/redemption mechanism for the Fund adversely affected the trading
market for shares of the Fund, resulting in trading prices that differed
materially from their NAV on many days. There can be no assurance that a
similar levy will not be reinstated by Malaysian authorities in the future, to
the possible detriment of the Fund and its shareholders.

POTENTIAL FUTURE CONTROLS ON CAPITAL. Since Malaysian capital controls were
imposed, the shares of the Fund have often traded at discounts or premiums to
their NAV. Since the Company's decision to permit offers and redemptions of
Creation Units of the Fund's shares for U.S. dollars, shares of the Fund have
traded at prices that have generally been close to their NAV. However, there
can be no assurance that this will continue to be the case. Malaysian capital
controls have been changed in significant ways since they were adopted and
without prior warning. There can be no assurance that Malaysian capital
controls will not be changed in the future in ways that adversely affect the
Fund and its shareholders.

SECURITY RISK. Malaysia has historically experienced acts of terrorism and
strained international relations related to border disputes, historical
animosities and other defense concerns. These situations may cause uncertainty
in the Malaysian market and may adversely affect the performance of the
Malaysian economy.

TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's

                                       5





performance from that of its Underlying Index. This risk may be heightened
during times of increased market volatility or other unusual market conditions.
Tracking error also may result because the Fund incurs fees and expenses while
its Underlying Index does not.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market 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
Japan Small Cap Index Fund, iShares MSCI Mexico Investable Market Index Fund,
iShares MSCI Netherlands Investable Market Index Fund, iShares MSCI Singapore
Index Fund, iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund,
iShares MSCI Switzerland Index Fund and iShares MSCI United Kingdom Index Fund,
which are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       7




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWM".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       8





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       9




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.


                                       10





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       11




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States does not have an appropriate comprehensive income tax treaty with
Malaysia.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain


                                       12




preferred stock 91 days during the 181-day period beginning 90 days before such
date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in


                                       13





block-size Creation Units of 75,000 shares or multiples thereof. Each "creator"
or "Authorized Participant" enters into an authorized participant agreement
with the Distributor. Only an Authorized Participant may create or redeem
Creation Units directly with the Fund. A creation transaction, which is subject
to acceptance by the transfer agent, generally takes place when an Authorized
Participant deposits into the Fund a portfolio of securities approximating the
holdings of the Fund and a specified amount of cash in exchange for a specified
number of Creation Units. To the extent practicable, the composition of such
portfolio generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       14





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $         75,000             $                 3.0%                  2.0%



----------
*    As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom

                                       15




Valley Drive, Oaks, PA 19456.

                                       16




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       17




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       18




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       19




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. In the
case of the Fund, the NAV of which is determined prior to the opening of the
regular trading day on the primary stock exchange on which it is listed, the
market return is calculated using the midpoint of the bid/ask spread as of the
opening of regular trading on the exchange. The Fund's Market Price may be at,
above or below its NAV. The NAV of the Fund will fluctuate with changes in the
market value of its portfolio holdings. The Market Price of the Fund will
fluctuate in accordance with changes in its NAV, as well as market supply and
demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
=================   ==============   ========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                    --------------   ------------------------
                                                 %
                    ==============   ========================



                                       20




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. In the case of the
Fund, the NAV of which is determined prior to the opening of the regular
trading day on the primary stock exchange on which it is listed, the market
return is calculated using the midpoint of the bid/ask spread as of the opening
of regular trading on the exchange. Market and NAV returns assume that
dividends and capital gain distributions have been reinvested in the Fund at
Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       21




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWM-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


           iSHARES(Reg. TM) MSCI MEXICO INVESTABLE MARKET INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWW
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

                             [GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI MEXICO INVESTABLE
            MARKET INDEX FUND............................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   16
          Financial Highlights...........................   17
          Index Provider.................................   18
          Disclaimers....................................   18
          Supplemental Information.......................   20





"MSCI Mexico Investable Market Index(SM)" and "MSCI Mexico IndexSM" are
servicemarks of MSCI Inc. and have been licensed for use for certain purposes by
Barclays Global Investors, N.A. ("BGI"). iShares is a registered trademark of
BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





           iSHARES(Reg. TM) MSCI MEXICO INVESTABLE MARKET INDEX FUND
                    Ticker: EWW  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Mexico Investable
Market Index (the "Underlying Index"). The Fund's investment objective and the
Underlying Index may be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average
     net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay
     all operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.


                                                                             S-1





EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Mexican Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 90% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 80% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity


S-2                                                       [GRAPHIC APPEARS HERE]





measures similar to those of the Underlying Index. The Fund may or may not hold
all of the securities in the Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

COMMODITY EXPOSURE RISK. The Fund invests in Mexico, which is susceptible to
fluctuations in certain commodity markets. Any negative changes in commodity
markets could have a great impact on the Mexican economy.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.


                                                                             S-3





CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EMERGING MARKETS RISK. The Fund's investment in emerging markets may be subject
to a greater risk of loss than investments in developed markets.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to CENTRAL AND SOUTH AMERICAN REGIONAL
ECONOMIC RISK and NORTH AMERICAN ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

PRIVATIZATION RISK. Some countries in which the Fund invests have begun a
process of privatizing certain entities and industries; privatized entities may
lose money or be re-nationalized.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
defense concerns. These situations may cause uncertainty in these markets and
may adversely affect their economies.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may


S-4                                                       [GRAPHIC APPEARS HERE]





change on days when shareholders will not be able to purchase or sell the
Fund's shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.

               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]




     
1998    -35.00%
1999     76.12%
2000    -22.78%
2001     13.49%
2002    -13.13%
2003     36.24%
2004     48.29%
2005     45.61%
2006     44.02%
2007     12.25%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     _____%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                          1 YEAR    5 YEARS    10 YEARS
                                                         --------  ---------  ---------
                                                                     
(INCEPTION DATE: 03/12/1996)
  Return Before Taxes                                       %         %          %
  Return After Taxes on Distributions/1/                    %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                                 %         %          %
MSCI MEXICO INVESTABLE MARKET INDEX (Index returns do
not reflect deductions for fees, expenses, or taxes)        %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns
     depend on an investor's tax situation and may differ from those shown,
     and after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as
     401(k) plans or individual retirement accounts ("IRAs"). Fund returns
     after taxes on distributions and sale of Fund shares are calculated
     assuming that an investor has sufficient capital gains of the same
     character from other investments to offset any capital losses from the
     sale of Fund


                                                                             S-5





     shares. As a result, Fund returns after taxes on distributions and sale of
     Fund shares may exceed Fund returns before taxes and/or returns after
     taxes on distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
100,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.


COMMODITY EXPOSURE RISK. The agricultural and mining sectors of Mexico's
economy account for a large portion of its exports. Any changes in these
sectors or fluctuations in the commodity markets could have an adverse impact
on the Mexican economy.


CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse


                                       1




economic, market, political or regulatory occurrences affecting that market,
industry, group of industries, country, region, group of countries, sector or
asset class.


CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Mexican currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.


EMERGING MARKETS RISK. Investments in emerging markets are subject to a greater
risk of loss than investments in developed markets. This is due to, among other
things, greater market volatility, lower trading volume, political and economic
instability, greater risk of a market shutdown and more governmental
limitations on foreign investments than typically found in developed markets.


EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.

ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.

                                       2





MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

PRIVATIZATION RISK. Mexico has begun a process of privatization of certain
entities and industries. Historically, investors in some newly privatized
entities have suffered losses due to the inability of the newly privatized
company to adjust quickly to a competitive environment or to changing
regulatory and legal standards. There is no assurance that such losses will not
recur.

RELIANCE ON TRADING PARTNERS RISK. The Mexican economy is dependent on the
economies of the Americas as key trading partners. Reduction in spending by
these economies on Mexican products and services or negative changes in any of
these economies may cause an adverse impact on the Mexican economy:

CENTRAL AND SOUTH AMERICAN ECONOMIC RISK. The Mexican economy may be
significantly affected by the economies of other Central and South American
countries. High interest, inflation, and unemployment rates characterize the
economies in some Central and South American countries. Currency devaluations
in any Central and South American country can have a significant effect on the
entire region. Because commodities such as oil and gas, minerals, and metals
represent a significant percentage of the region's exports, the economies of
Central and South American countries are particularly sensitive to fluctuations
in commodity prices. As a result, the economies in many Central and South
American countries can experience significant volatility.


NORTH AMERICAN ECONOMIC RISK. The United States is Mexico's largest trade and
investment partner and the Mexican economy is significantly affected by
developments in the U.S. economy. Since the implementation of the North
American Free Trade Agreement ("NAFTA") in 1994 among Canada, the United States
and Mexico, total two-way merchandise trade between the United States and
Mexico has increased. To further this relationship, the three NAFTA countries
entered into The Security and Prosperity Partnership of North America in March
2005, which may further affect Mexico's dependency on the U.S. economy. Any
downturn in U.S. or Canadian economic activity is likely to have an adverse
impact on the Mexican economy.


SECURITY RISK. Mexico has historically experienced acts of terrorism,
significant criminal activity and strained international relations related to
border disputes, historical animosities, the drug trade and other defense
concerns. These situations may cause uncertainty in the Mexican market and
adversely affect the performance of the Mexican economy.

STRUCTURAL RISKS. Certain political and currency instability risks have
contributed to a high level of price volatility in the Mexican equity and
currency markets and could adversely affect investments in the Fund:


POLITICAL AND SOCIAL RISK. Mexico has been destabilized by local insurrections,
social upheavals, drug related violence, and the recent public health crisis
related to the H1N1 influenza outbreak. Recurrence of these or similar
conditions may adversely impact the Mexican economy. In addition, Mexico has
had one political party


                                       5




dominating government until the elections of 2000. Recently, Mexican elections
have been contentious and have been very closely decided. Changes in political
parties or other Mexican political events may affect the economy and cause
instability.


CURRENCY INSTABILITY RISK. Historically, Mexico has experienced substantial
economic instability resulting from, among other things, periods of very high
inflation and significant devaluations of the Mexican currency, the peso.

TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not. BGFA expects that
the Fund may experience higher tracking error than is typical for equity index
ETFs.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market 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
Japan Small Cap Index Fund, iShares MSCI Malaysia Index Fund, iShares MSCI
Netherlands Investable Market Index Fund, iShares MSCI Singapore Index Fund,
iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund, iShares MSCI
Switzerland Index Fund and iShares MSCI United Kingdom Index Fund, which are
offered in separate prospectuses) as follows: 0.59% per annum of the aggregate
net assets less than or equal to $7.0 billion, plus 0.54% per annum of the
aggregate net assets over $7.0 billion, up to and including $11.0 billion, plus
0.49% per annum of the aggregate net assets over $11.0 billion, up to and
including $24.0 billion, plus 0.44% per annum of the aggregate net assets over
$24.0 billion, up to and including $48.0 billion, plus 0.40% per annum of the
aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       7




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWW".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       8





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       9




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o Level 1 - Inputs that reflect unadjusted quoted prices in active markets for
identical assets or liabilities that the Fund has the ability to access at the
measurement date;

o Level 2 - Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability either directly or indirectly, including
quoted prices for similar assets or liabilities in active markets, quoted
prices for identical or similar assets or liabilities in markets that are not
considered to be active, inputs other than quoted prices that are observable
for the asset or liability and inputs that are derived principally from or
corroborated by observable market data by correlation or other means; and

o Level 3 - Inputs that are unobservable for the asset or liability.


                                       10





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       11




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with Mexico.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such


                                       12




date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 100,000 shares or multiples
thereof. Each "creator" or


                                       13





"Authorized Participant" enters into an authorized participant agreement with
the Distributor. Only an Authorized Participant may create or redeem Creation
Units directly with the Fund. A creation transaction, which is subject to
acceptance by the transfer agent, generally takes place when an Authorized
Participant deposits into the Fund a portfolio of securities approximating the
holdings of the Fund and a specified amount of cash in exchange for a specified
number of Creation Units. To the extent practicable, the composition of such
portfolio generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       14





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        100,000             $                 3.0%                  2.0%



----------
*    As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

                                       15




Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       16




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       17




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       18




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       19




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS    PERCENTAGE OF TOTAL DAYS
=================  ================  =========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ----------------  -------------------------
                                                 %
                   ================  =========================



                                       20




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.

Effective December 1, 2007, to broaden its coverage of the market, the Fund
changed its Underlying Index from the MSCI Mexico Index to the MSCI Mexico
Investable Market Index.

Index performance reflects the performance of the MSCI Mexico Index through
November 30, 2007 and the MSCI Mexico Investable Market Index thereafter.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       21




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




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                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456





Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWW-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]






THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


        iSHARES(Reg. TM) MSCI NETHERLANDS INVESTABLE MARKET INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWN
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI NETHERLANDS
            INVESTABLE MARKET INDEX FUND.................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    5
          Management.....................................    6
          Shareholder Information........................    7
          Distribution...................................   14
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI Netherlands Investable Market Index(SM)" and "MSCI Netherlands Index(SM)"
are servicemarks of MSCI Inc. and have been licensed for use for certain
purposes by Barclays Global Investors, N.A. ("BGI"). iShares is a registered
trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





        iSHARES(Reg. TM) MSCI NETHERLANDS INVESTABLE MARKET INDEX FUND
                    Ticker: EWN  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Netherlands Investable
Market Index (the "Underlying Index"). The Fund's investment objective and the
Underlying Index may be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




-----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.


                                                                             S-1





EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Amsterdam Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and ______.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 90% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 80% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as


S-2                                                       [GRAPHIC APPEARS HERE]





return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.


                                                                             S-3





GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.


S-4                                                       [GRAPHIC APPEARS HERE]





               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



      
1998      24.09%
1999       4.54%
2000      -7.80%
2001     -23.96%
2002     -20.52%
2003      25.71%
2004      13.49%
2005      12.79%
2006      32.06%
2007      18.59%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                           1 YEAR    5 YEARS    10 YEARS
                                                          --------  ---------  ---------
                                                                      
(INCEPTION DATE: 03/12/1996)
  Return Before Taxes                                     %         %          %
  Return After Taxes on Distributions/1/                  %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                               %         %          %
MSCI NETHERLANDS INVESTABLE MARKET INDEX (Index returns
do not reflect deductions for fees, expenses, or taxes)   %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.


                                                                             S-5





PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
50,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Dutch currency depreciates against the
U.S. dollar, even if the local currency value of the Fund's holdings in that
market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.


EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. The Netherlands' geographic location near the center of
Europe's transportation network makes it vulnerable to environmental events
(such as pollution, oil spills, etc.) that may have an adverse impact on the
Dutch economy. The Netherlands also faces a significant risk of major flooding
which could adversely affect the country's economy.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.


RELIANCE ON TRADING PARTNERS RISK. The Dutch economy is dependent heavily upon
the economies of Europe as key trading partners. The Economic and Monetary
Union of the European Union (the "EU") requires compliance with restrictions on
inflation rates, deficits, interest rates, debt levels and fiscal and monetary
controls, each of which may significantly affect every country in Europe.
Decreasing imports or exports, changes in governmental regulations on trade,
changes in the exchange rate of the euro and recessions in EU economies may
have a significant adverse effect on the economies of EU members and their
trading partners.

TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       5





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market 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
Japan Small Cap Index Fund, iShares MSCI Malaysia Index Fund, iShares MSCI
Mexico Investable Market Index Fund, iShares MSCI Singapore Index Fund, iShares
MSCI Spain Index Fund, iShares MSCI Sweden Index Fund, iShares MSCI Switzerland
Index Fund and iShares MSCI United Kingdom Index Fund, which are offered in
separate prospectuses) as follows: 0.59% per annum of the aggregate net assets
less than or equal to $7.0 billion, plus 0.54% per annum of the aggregate net
assets over $7.0 billion, up to and including $11.0 billion, plus 0.49% per
annum of the aggregate net assets over $11.0 billion, up to and including $24.0
billion, plus 0.44% per annum of the aggregate net assets over $24.0 billion,
up to and including $48.0 billion, plus 0.40% per annum of the aggregate net
assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       6




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWN".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       7





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       8




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.


                                       9





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       10




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with the Netherlands.



Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain


                                       11




preferred stock 91 days during the 181-day period beginning 90 days before such
date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in


                                       12





block-size Creation Units of 50,000 shares or multiples thereof. Each "creator"
or "Authorized Participant" enters into an authorized participant agreement
with the Distributor. Only an Authorized Participant may create or redeem
Creation Units directly with the Fund. A creation transaction, which is subject
to acceptance by the transfer agent, generally takes place when an Authorized
Participant deposits into the Fund a portfolio of securities approximating the
holdings of the Fund and a specified amount of cash in exchange for a specified
number of Creation Units. To the extent practicable, the composition of such
portfolio generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       13





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:






                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $         50,000             $                 3.0%                  2.0%



-----------
*  As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom

                                       14




Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS  PERCENTAGE OF TOTAL DAYS
=================  ===============  ========================
                              
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ---------------  ------------------------
                                            %
                   ===============  ========================



                                       19




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.

Effective February 1, 2008, to broaden its coverage of the market, the Fund
changed its Underlying Index from the MSCI Netherlands Index to the MSCI
Netherlands Investable Market Index.

Index performance reflects the performance of the MSCI Netherlands Index
through January 31, 2008 and the MSCI Netherlands Investable Market Index
thereafter.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       20




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------


To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456





Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWN-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


               iSHARES(Reg. TM) MSCI PACIFIC ex-JAPAN INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EPP
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI PACIFIC ex-JAPAN
            INDEX FUND...................................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   15
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI Pacific ex-Japan Index(SM)" is a servicemark of MSCI Inc. and has been
licensed for use for certain purposes by Barclays Global Investors, N.A.
("BGI"). iShares is a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





               iSHARES(Reg. TM) MSCI PACIFIC ex-JAPAN INDEX FUND
                    Ticker: EPP  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Pacific ex-Japan Index
(the "Underlying Index"). The Fund's investment objective and the Underlying
Index may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.


                                                                             S-1





EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks from the following ___ countries:
_______. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 95% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 90% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity


S-2                                                       [GRAPHIC APPEARS HERE]





measures similar to those of the Underlying Index. The Fund may or may not hold
all of the securities in the Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

COMMODITY EXPOSURE RISK. The Fund invests in economies, which are susceptible
to fluctuations in certain commodity markets. Any negative changes in commodity
markets could have a great impact on those economies.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.


                                                                             S-3





CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

LACK OF NATURAL RESOURCES RISK. The Fund invests in economies that have few
natural resources. Any fluctuation or shortage in the commodity markets could
have a great impact on those economies.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to ASIAN ECONOMIC RISK, AUSTRALASIA
ECONOMIC RISK, EUROPEAN ECONOMIC RISK, INTERDEPENDENCE RISK and U.S. ECONOMIC
RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in economies that are
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economies in which the Fund invests.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all


S-4                                                       [GRAPHIC APPEARS HERE]





dividends and distributions have been reinvested in the Fund. Past performance
(before and after taxes) does not necessarily indicate how the Fund will
perform in the future. Supplemental information about the Fund's performance is
shown under the heading TOTAL RETURN INFORMATION in the SUPPLEMENTAL
INFORMATION section of the Prospectus.

               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



    
2002   -5.73%
2003   45.72%
2004   28.68%
2005   14.02%
2006   32.06%
2007   30.66%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                    (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                                                  SINCE FUND
                                                             1 YEAR    5 YEARS    INCEPTION
                                                            --------  ---------  -----------
                                                                        
(INCEPTION DATE: 10/25/2001)
  Return Before Taxes                                         %         %          %
  Return After Taxes on Distributions/1/                      %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares/1/                                                   %         %          %
MSCI PACIFIC EX-JAPAN INDEX (Index returns do not reflect
deductions for fees, expenses, or taxes)                      %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

                                                                             S-5






MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
300,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.


COMMODITY EXPOSURE RISK. The agricultural and mining sectors of Australia's and
New Zealand's economies account for the majority of their exports. Both
countries are susceptible to fluctuations in the commodity markets and, in
particular, in the price and demand for agricultural products and natural
resources. Any negative changes in these sectors could have an adverse impact
on these economies.


CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the


                                        1




Fund may be adversely affected by the performance of those securities, may be
subject to increased price volatility and may be more susceptible to adverse
economic, market, political or regulatory occurrences affecting that market,
industry, group of industries, country, region, group of countries, sector or
asset class.


CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the local currency depreciates against the
U.S. dollar, even if the local currency value of the Fund's holdings in that
market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. Some markets in which the Fund invests are located in parts of
the world that have historically been prone to natural disasters such as
droughts, earthquakes, volcanoes or tsunamis and are economically sensitive to
environmental events. Any such event could result in a significant adverse
impact on the economies of these countries and investments made in these
countries.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


LACK OF NATURAL RESOURCES RISK. Hong Kong and Singapore are small island states
with few raw material resources and limited land area and each is reliant on
imports for their commodity needs. Any fluctuations or shortages in the
commodity markets could have a negative impact on these economies. Given its
size and position, Singapore is also sensitive to the socio-political and
economic developments of its neighbors, Indonesia and Malaysia, relying on both
as markets for Singapore's service industry and on Malaysia for its raw water
supply.

MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to


                                       2




factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.

MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are

                                       3




not likely to be sustained over the long-term. While the creation/redemption
feature is designed to make it likely that the Fund's shares normally will
trade on exchanges at prices close to the Fund's next calculated NAV, exchange
prices are not expected to correlate exactly with the Fund's NAV due to timing
reasons as well as market supply and demand factors. In addition, disruptions
to creations and redemptions or the existence of extreme market volatility may
result in trading prices that differ significantly from NAV. If a shareholder
purchases at a time when the market price is at a premium to the NAV or sells
at a time when the market price is at a discount to the NAV, the shareholder
may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and


                                       4





  liabilities and stockholders' rights in markets in which the Fund invests
  may differ and/or may not be as extensive or protective as those that apply
  in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests in securities included in, or representative of, its Underlying
Index regardless of their investment merits. BGFA does not attempt to take
defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Pacific ex-Japan economies are dependent
on the economies of Asia, Australasia, Europe and the United States as key
trading partners. Reduction in spending by these economies on Pacific ex-Japan
products and services or negative changes in any of these economies may
adversely affect the Fund:

ASIAN ECONOMIC RISK. Certain Asian economies experience over-extension of
credit, currency devaluations and restrictions, rising unemployment, high
inflation, decreased exports and economic recessions. Economic events in any
one country can have a significant effect on the entire Asian region as well as
on major trading partners outside Asia and any adverse event in the Asian
markets may have a significant adverse effect on some or all of the economies
of the Pacific region ex-Japan.

AUSTRALASIA ECONOMIC RISK. The economies of Australasia, which include
Australia and New Zealand, are dependent on exports from the agricultural and
mining sectors. This makes Australasian economies susceptible to fluctuations
in the commodity markets. Australasian economies are also increasingly
dependent on their growing service industries. Because the economies of
Australasia are dependent on the economies of Asia, Europe and the United
States as key trading partners and investors, reduction in spending by any of
these trading partners on Australasian products and services or negative
changes in any of these economies may have an adverse impact on the
Australasian economies.


EUROPEAN ECONOMIC RISK. The European Union (the "EU") is a significant trading
partner of the Pacific ex-Japan countries. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


INTERDEPENDENCE RISK. Many of the Pacific region economies are intertwined and
it is not uncommon for many of the countries to be in recession at the same
time. The region's four economies are also dependent on the economies of Asia,
Europe and the United States and, in particular, on the price and demand for
agricultural products and natural resources. The enactment by the United States
or other principal trading partners of protectionist trade legislation,
reduction of foreign investment in the local economies and general declines in
the securities markets of Asian countries may affect the Fund's investments.

o    Hong Kong's economy is dependent on trade and its relationship with China,
     along with the economies of Asia and the United States.

                                       5




o    As a small, open economy, Singapore is particularly vulnerable to external
     economic influences. While Singapore has been a leading manufacturer of
     electronic goods, the extent to which other countries can successfully
     compete with Singapore in this and related industries, and adverse Asian
     economic influences generally, may adversely affect Singapore's economy.

o    Australia and New Zealand rely on trade with each other and the U.S. and
     other Asian economies.

U.S. ECONOMIC RISK. The United States is a significant, and in some cases the
most significant, trading partner of or foreign investor in certain countries
in the Pacific ex-Japan region and the economies of these countries may be
particularly affected by adverse changes in the U.S. economy. Decreasing U.S.
imports, new trade regulations, changes in the U.S. dollar exchange rates or a
recession in the United States may have an adverse impact on the economies of
these nations.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.


For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund equal to the Fund's average daily net assets at an
annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


                                       7




The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EPP".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly with the Fund. Once created, shares of the
Fund generally trade in the secondary market in amounts less than a Creation
Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following

                                       8




holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed or by market data vendors or other information
providers. The IOPV is based on the current market value of the securities
and/or cash required to be deposited in exchange for a Creation Unit. The IOPV
does not necessarily reflect the precise composition of the current portfolio
of securities held by the Fund at a particular point in time nor the best
possible valuation of the current portfolio. Therefore, the IOPV should not be
viewed as a "real-time" update of the NAV, which is computed only once a day.
The IOPV is generally determined by using both current market quotations and/or
price quotations obtained from broker-dealers that may trade in the portfolio
securities held by the Fund. The quotations of certain Fund holdings may not be
updated during U.S. trading hours if such holdings do not trade in the U.S. The
Fund is not involved in, or responsible for, the calculation or dissemination
of the IOPV and makes no representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided


                                       9




that (a) any assets or liabilities denominated in currencies other than the
U.S. dollar shall be translated into U.S. dollars at the prevailing market
rates on the date of valuation as quoted by one or more major banks or dealers
that makes a two-way market in such currencies (or a data service provider
based on quotations received from such banks or dealers) and (b) U.S.
fixed-income assets may be valued as of the announced closing time for trading
in fixed-income instruments on any day that the Securities Industry and
Financial Markets Association announces an early closing time. The NAV of the
Fund is calculated by dividing the value of the net assets of the Fund (I.E.,
the value of its total assets less total liabilities) by the total number of
outstanding shares of the Fund, generally rounded to the nearest cent.


The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.

The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


                                       10




Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income and realized gains will be automatically
reinvested in additional whole shares of the Fund purchased in the secondary
market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income

                                       11




levels), regardless of how long you have held the Fund's shares. Distributions
by the Fund that qualify as qualified dividend income are taxable to you at
long-term capital gain rates. The 15% and 0% tax rates expire for taxable years
beginning after December 31, 2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such date. In general, your distributions are subject
to U.S. federal income tax for the year when they are paid. Certain
distributions paid in January, however, may be treated as paid on December 31
of the prior year.


If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.


                                       12





Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 300,000 shares or multiples
thereof. Each "creator" or "Authorized Participant" enters into an authorized
participant agreement with the Distributor. Only an Authorized Participant may
create or redeem Creation Units directly with the Fund. A creation transaction,
which is subject to acceptance by the transfer agent, generally takes place
when an Authorized Participant deposits into the Fund a portfolio of securities
approximating the holdings of the Fund and a specified amount of cash in
exchange for a specified number of Creation Units. To the extent practicable,
the composition of such portfolio generally corresponds PRO RATA to the
holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.


                                       13





The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.


TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an


                                       14




additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.


The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        300,000             $                 3.0%                  2.0%



----------
*    As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
=================   ==============   ========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                    --------------   ------------------------
                                                 %
                    ==============   ========================



                                       19




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Since shares of the
Fund did not trade in the secondary market until after the Fund's inception,
for the period from inception to the first day of secondary market trading in
shares of the Fund, the NAV of the Fund is used as a proxy for the Market Price
to calculate market returns. Market and NAV returns assume that dividends and
capital gain distributions have been reinvested in the Fund at Market Price and
NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.

                                       20





[TO BE UPDATED BY AMENDMENT.]


                                       21




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                              FOR MORE INFORMATION:

                                 WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EPP-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                  iSHARES(Reg. TM) MSCI SINGAPORE INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWS
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

                             [GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI SINGAPORE INDEX
            FUND.........................................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    5
          Management.....................................    6
          Shareholder Information........................    7
          Distribution...................................   15
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI Singapore Index(SM)" is a servicemark of MSCI Inc. and has been licensed
for use for certain purposes by Barclays Global Investors, N.A. ("BGI"). iShares
is a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                   iSHARES(Reg. TM) MSCI SINGAPORE INDEX FUND
                      Ticker: EWS  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Singapore Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
                     %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average
     net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay
     all operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Singapore Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 95% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 80% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.


S-2                                                       [GRAPHIC APPEARS HERE]





TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.


                                                                             S-3





ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

LACK OF NATURAL RESOURCES RISK. The Fund invests in Singapore, which has few
natural resources. Any fluctuation or shortage in the commodity markets could
have a great impact on the Singaporean economy.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to ASIAN ECONOMIC RISK and U.S.
ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in


S-4                                                       [GRAPHIC APPEARS HERE]





the SUPPLEMENTAL INFORMATION section of the Prospectus.

                YEAR BY YEAR RETURNS/1/ (YEAR ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



      
1998      -5.44%
1999      55.35%
2000     -25.06%
2001     -23.22%
2002     -12.04%
2003      39.70%
2004      22.62%
2005      15.57%
2006      46.06%
2007      27.79%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     _____%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                          1 YEAR    5 YEARS    10 YEARS
                                                         --------  ---------  ---------
                                                                     
(INCEPTION DATE: 03/12/1996)
  Return Before Taxes                                       %         %          %
  Return After Taxes on Distributions(1)                    %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares(1)                                                 %         %          %
MSCI SINGAPORE INDEX (Index returns do not reflect
deductions for fees, expenses, or taxes)                    %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns
     depend on an investor's tax situation and may differ from those shown,
     and after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as
     401(k) plans or individual retirement accounts ("IRAs"). Fund returns
     after taxes on distributions and sale of Fund shares are calculated
     assuming that an investor has sufficient capital gains of the same
     character from other investments to offset any capital losses from the
     sale of Fund shares. As a result, Fund returns after taxes on
     distributions and sale of Fund shares may exceed Fund returns before
     taxes and/or returns after taxes on distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team.


                                                                             S-5





Ms. Hsiung and Mr. Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
100,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Singaporean currency depreciates
against the U.S. dollar, even if the local currency value of the Fund's
holdings in that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. Singapore is located in a part of the world that has
historically been prone to natural disasters such as tsunamis and is
economically sensitive to environmental events. Any such event could result in
a significant adverse impact on the Singaporean economy.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


LACK OF NATURAL RESOURCES RISK. Singapore is a small island state with few raw
material resources and limited land area and is reliant on imports for its
commodity needs. Any fluctuations or shortages in the commodity markets could
have a negative impact on the Singaporean economy. Given its size and position,
Singapore is also sensitive to the socio-political and economic developments of
its neighbors, Indonesia and Malaysia, relying on both as markets for
Singapore's service industry and on Malaysia for its raw water supply.

MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Singaporean economy is dependent on the
economies of the U.S. and Asia, most significantly those of Indonesia, Malaysia
and China, as key trading partners. Reduction in spending by these economies on
Singaporean products and services or negative changes in any of these economies
may cause an adverse impact on the Singaporean economy:

ASIAN ECONOMIC RISK. Certain Asian economies have experienced over-extension of
credit, currency devaluations and restrictions, high unemployment, high
inflation, decreased exports and economic recessions. Economic events in any
one country can have a significant economic effect on the entire Asian region
as well as on major trading partners outside Asia and any adverse event in the
Asian markets may have a significant adverse effect on the Singaporean economy.

U.S. ECONOMIC RISK. The United States is a significant trade and investment
partner of Singapore. Decreasing U.S. imports, new trade regulations, changes
in the U.S. dollar exchange rates or a recession in the United States may have
an adverse impact on the Singaporean economy.

STRUCTURAL RISK

LABOR RISK. Rising labor costs and increasing environmental consciousness have
led some labor-intensive industries to relocate to countries with cheaper work
forces, and continued labor outsourcing may adversely affect the Singaporean
economy.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       5





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market 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
Japan Small Cap Index Fund, iShares MSCI Malaysia Index Fund, iShares MSCI
Mexico Investable Market Index Fund, iShares MSCI Netherlands Investable Market
Index Fund, iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund,
iShares MSCI Switzerland Index Fund and iShares MSCI United Kingdom Index Fund,
which are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       6




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWS".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       7





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       8




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.


                                       9





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       10




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States does not have an appropriate comprehensive income tax treaty with
Singapore.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain


                                       11




preferred stock 91 days during the 181-day period beginning 90 days before such
date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in


                                       12





block-size Creation Units of 100,000 shares or multiples thereof. Each
"creator" or "Authorized Participant" enters into an authorized participant
agreement with the Distributor. Only an Authorized Participant may create or
redeem Creation Units directly with the Fund. A creation transaction, which is
subject to acceptance by the transfer agent, generally takes place when an
Authorized Participant deposits into the Fund a portfolio of securities
approximating the holdings of the Fund and a specified amount of cash in
exchange for a specified number of Creation Units. To the extent practicable,
the composition of such portfolio generally corresponds PRO RATA to the
holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       13





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        100,000             $                 3.0%                  2.0%



----------
*    As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

                                       14




Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS    PERCENTAGE OF TOTAL DAYS
=================  ================  =========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ----------------  -------------------------
                                                %
                   ================  =========================



                                       19




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       20




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWS-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                 iSHARES(Reg. TM) MSCI SOUTH AFRICA INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EZA
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI SOUTH AFRICA INDEX
            FUND.........................................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   15
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI South Africa Index(SM)" is a servicemark of MSCI Inc. and has been
licensed for use for certain purposes by Barclays Global Investors, N.A.
("BGI"). iShares is a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                 iSHARES(Reg. TM) MSCI SOUTH AFRICA INDEX FUND
                    Ticker: EZA  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI South Africa Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.


                                                                             S-1





EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Johannesburg
Stock Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 95% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 90% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as


S-2                                                       [GRAPHIC APPEARS HERE]





return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

COMMODITY EXPOSURE RISK. The Fund invests in South Africa, which is susceptible
to fluctuations in certain commodity markets. Any negative changes in commodity
markets could have a great impact on the South African economy.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.


                                                                             S-3





CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EMERGING MARKETS RISK. The Fund's investment in emerging markets may be subject
to a greater risk of loss than investments in developed markets.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to ASIAN ECONOMIC RISK, EUROPEAN
ECONOMIC RISK and U.S. ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

PRIVATIZATION RISK. Some countries in which the Fund invests have begun a
process of privatizing certain entities and industries; privatized entities may
lose money or be re-nationalized.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
defense concerns. These situations may cause uncertainty in these markets and
may adversely affect their economies.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will


S-4                                                       [GRAPHIC APPEARS HERE]





not be able to purchase or sell the Fund's shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.

               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



    
2004   43.64%
2005   26.50%
2006   19.51%
2007   17.28%






----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                    (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                                               SINCE FUND
                                                          1 YEAR    5 YEARS    INCEPTION
                                                         --------  ---------  -----------
                                                                     
(INCEPTION DATE: 02/03/2003)
  Return Before Taxes                                       %         %          %
  Return After Taxes on Distributions(1)                    %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares(1)                                                 %         %          %
MSCI SOUTH AFRICA INDEX (Index returns do not reflect
deductions for fees, expenses, or taxes)                    %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale


                                                                             S-5





     of Fund shares are calculated assuming that an investor has sufficient
     capital gains of the same character from other investments to offset any
     capital losses from the sale of Fund shares. As a result, Fund returns
     after taxes on distributions and sale of Fund shares may exceed Fund
     returns before taxes and/or returns after taxes on distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
100,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.


COMMODITY EXPOSURE RISK. The agricultural and mining sectors of South Africa's
economy account for a large portion of its exports. Any changes in these
sectors or fluctuations in the commodity markets could have an adverse impact
on the South African economy.


CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be


                                       1




subject to increased price volatility and may be more susceptible to adverse
economic, market, political or regulatory occurrences affecting that market,
industry, group of industries, country, region, group of countries, sector or
asset class.


CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the South African currency depreciates
against the U.S. dollar, even if the local currency value of the Fund's
holdings in that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.


EMERGING MARKETS RISK. Investments in emerging markets, such as the South
African market, are subject to a greater risk of loss than investments in
developed markets. This is due to, among other things, greater market
volatility, lower trading volume, political and economic instability, greater
risk of a market shutdown and more governmental limitations on foreign
investments than typically found in developed markets.


EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.

ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

PRIVATIZATION RISK. South Africa has begun a process of privatization of
certain entities and industries. Historically, investors in some newly
privatized entities have suffered losses due to the inability of the newly
privatized company to adjust quickly to a competitive environment or to
changing regulatory and legal standards. There is no assurance that such losses
will not recur.

RELIANCE ON TRADING PARTNERS RISK. The South African economy is heavily
dependent upon the economies of Europe, Asia (particularly Japan) and the
United States as key trading partners. Reduction in spending by these economies
on South African products and services or negative changes in any of these
economies may cause an adverse impact on the South African economy:

ASIAN ECONOMIC RISK. Certain Asian economies have experienced over-extension of
credit, currency devaluations and restrictions, high unemployment, high
inflation, decreased exports and economic recessions. Economic events in any
one country can have a significant economic effect on the entire Asian region
as well as on major trading partners outside Asia and any adverse event in the
Asian markets may have a significant adverse effect on the South African
economy.


EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


U.S. ECONOMIC RISK. The United States is a significant trading partner of South
Africa. Decreasing U.S. imports, new trade regulations, changes in the U.S.
dollar exchange rates or a recession in the United States may have an adverse
impact on the South African economy.

SECURITY RISK. South Africa has historically experienced acts of terrorism and
strained international relations related to border disputes, historical
animosities, racial tensions and other defense concerns. These situations may
cause uncertainty in the South African market and may adversely affect the
performance of the South African economy.

STRUCTURAL RISKS. Various domestic and geopolitical factors have affected South
Africa's economic performance. Any of these factors, individually or in the
aggregate, could adversely affect investments in the Fund:

POLITICAL AND SOCIAL RISK. South Africa's two-tiered economy, with one rivaling
other developed countries and the other exhibiting many characteristics of
developing countries, is characterized by uneven distribution of wealth and
income. This may cause civil and social unrest, which could adversely impact
the South African economy. Ethnic and civil conflict could result in the
abandonment of many of South Africa's free market reforms. In addition, there
is a serious health crisis due to high

                                       5




rates of human immunodeficiency virus (HIV).

ECONOMIC RISK. While South Africa is a developing country with a strong supply
of natural resources, unemployment and income disparity continue to cause
economic concerns. Although economic reforms have been enacted to promote
growth and foreign investments, there can be no assurance that these programs
will achieve the desired results. In addition, South Africa's inadequate
currency reserves have left its currency vulnerable at times to devaluation.

HEAVY GOVERNMENT CONTROL AND REGULATION. Despite significant reform and
privatization, the South African government continues to control a large share
of South African economic activity. Heavy regulation of labor and product
markets is pervasive and may stifle South African economic growth or cause
prolonged periods of recession.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Brazil Index Fund, iShares MSCI Chile Investable Market
Index Fund, iShares MSCI Israel Capped Investable Market Index Fund, iShares
MSCI South Korea Index Fund, iShares MSCI Taiwan Index Fund, iShares MSCI
Thailand Investable Market Index Fund and iShares MSCI Turkey Investable Market
Index Fund, which are offered in separate prospectuses) as follows: 0.74% per
annum of the aggregate net assets less than or equal to $2.0 billion, plus
0.69% per annum of the aggregate net assets over $2.0 billion, up to and
including $4.0 billion, plus 0.64% per annum of the aggregate net assets over
$4.0 billion, up to and including $8.0 billion, plus 0.57% per annum of the
aggregate net assets over $8.0 billion, up to and including $16.0 billion, plus
0.51% per annum of the aggregate net assets in excess of $16.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.

                                       7





Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EZA".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly with the Fund. Once created, shares of the
Fund generally trade in the secondary market in amounts less than a Creation
Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change


                                       8




in the value of the Fund's portfolio securities after the close of the primary
markets for the Fund's portfolio securities and the reflection of that change
in the Fund's NAV ("market timing"), because the Fund sells and redeems its
shares directly through transactions that are in-kind and/or for cash with a
deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.

The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed or by market data vendors or other information
providers. The IOPV is based on the current market value of the securities
and/or cash required to be deposited in exchange for a Creation Unit. The IOPV
does not necessarily reflect the precise composition of the current portfolio
of securities held by the Fund at a particular point in time nor the best
possible valuation of the current portfolio. Therefore, the IOPV should not be
viewed as a "real-time" update of the NAV, which is computed

                                       9




only once a day. The IOPV is generally determined by using both current market
quotations and/or price quotations obtained from broker-dealers that may trade
in the portfolio securities held by the Fund. The quotations of certain Fund
holdings may not be updated during U.S. trading hours if such holdings do not
trade in the U.S. The Fund is not involved in, or responsible for, the
calculation or dissemination of the IOPV and makes no representation or
warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.

The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and


                                       10





other factors. To the extent that valuation is based on models or inputs that
are less observable or unobservable in the market, the determination of fair
value requires more judgment. Accordingly, the degree of judgment exercised in
determining fair value is greatest for instruments categorized in Level 3 of
the fair value hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income and realized gains will be automatically
reinvested in additional whole shares of the Fund purchased in the secondary
market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general

                                       11




information. You should consult your own tax professional about the tax
consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with South Africa.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such date. In general, your distributions are subject
to U.S. federal income tax for the year when they are paid. Certain
distributions paid in January, however, may be treated as paid on December 31
of the prior year.


                                       12




If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 100,000 shares or multiples
thereof. Each "creator" or "Authorized Participant" enters into an authorized
participant agreement with the Distributor. Only an Authorized Participant may
create or redeem Creation Units directly with the Fund. A creation transaction,
which is subject to acceptance by the


                                       13





transfer agent, generally takes place when an Authorized Participant deposits
into the Fund a portfolio of securities approximating the holdings of the Fund
and a specified amount of cash in exchange for a specified number of Creation
Units. To the extent practicable, the composition of such portfolio generally
corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.


TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of


                                       14





Creation Units for cash are required to pay an additional variable charge (up
to the maximum amount shown below) to compensate for brokerage and market
impact expenses. The standard creation and redemption transaction fees are set
forth below. The standard creation transaction fee is charged to each purchaser
on the day such purchaser creates a Creation Unit. The standard creation
transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        100,000             $                 3.0%                  2.0%



----------
*    As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
=================   ==============   ========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                    --------------   ------------------------
                                                %
                    ==============   ========================



                                       19




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Since shares of the
Fund did not trade in the secondary market until after the Fund's inception,
for the period from inception to the first day of secondary market trading in
shares of the Fund, the NAV of the Fund is used as a proxy for the Market Price
to calculate market returns. Market and NAV returns assume that dividends and
capital gain distributions have been reinvested in the Fund at Market Price and
NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.

                                       20





[TO BE UPDATED BY AMENDMENT.]


                                       21




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EZA-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]






THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                 iSHARES(Reg. TM) MSCI SOUTH KOREA INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWY
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI SOUTH KOREA INDEX
            FUND.........................................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   15
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI Korea Index(SM)" is a servicemark of MSCI Inc. and has been licensed for
use for certain purposes by Barclays Global Investors, N.A. ("BGI"). iShares is
a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                 iSHARES(Reg. TM) MSCI SOUTH KOREA INDEX FUND
                    Ticker: EWY  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Korea Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




-----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.


                                                                             S-1





EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Stock Market
Division of the Korea Exchange. As of September 30, 2009, the Underlying
Index's three largest industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 90% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 80% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as


S-2                                                       [GRAPHIC APPEARS HERE]





return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EMERGING MARKETS RISK. The Fund's investment in emerging markets may be subject
to a greater risk of loss than investments in developed markets.


                                                                             S-3





EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to ASIAN ECONOMIC RISK and U.S.
ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
defense concerns. These situations may cause uncertainty in these markets and
may adversely affect their economies.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been


S-4                                                       [GRAPHIC APPEARS HERE]





reinvested in the Fund. Past performance (before and after taxes) does not
necessarily indicate how the Fund will perform in the future. Supplemental
information about the Fund's performance is shown under the heading TOTAL
RETURN INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.

               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



     
2001    46.74%
2002     6.05%
2003    33.74%
2004    18.22%
2005    55.00%
2006    11.10%
2007    32.08%





-----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                                                 SINCE FUND
                                                            1 YEAR    5 YEARS    INCEPTION
                                                           --------  ---------  -----------
                                                                       
(INCEPTION DATE: 05/09/2000)
  Return Before Taxes                                      %         %          %
  Return After Taxes on Distributions(1)                   %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares(1)                                                %         %          %
MSCI KOREA INDEX (Index returns do not reflect deductions
for fees, expenses, or taxes)                              %         %          %




-----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.


                                                                             S-5





MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
50,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the South Korean currency depreciates
against the U.S. dollar, even if the local currency value of the Fund's
holdings in that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.


EMERGING MARKETS RISK. Investments in emerging markets are subject to a greater
risk of loss than investments in developed markets. This is due to, among other
things, greater market volatility, lower trading volume, political and economic
instability, greater risk of a market shutdown and more governmental
limitations on foreign investments than typically found in developed markets.


EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. South Korea is located in a part of the world that has
historically been prone to natural disasters such as earthquakes and tsunamis
and is economically sensitive to environmental events. Any such event could
result in a significant adverse impact on the South Korean economy.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The South Korean economy is dependent on the
economies of Asia and the United States as key trading partners. Reduction in
spending by these economies on South Korean products and services or negative
changes in any of these economies, mainly in China or Southeast Asia, may cause
an adverse impact on the South Korean economy:

ASIAN ECONOMIC RISK. Certain Asian economies have experienced over-extension of
credit, currency devaluations and restrictions, high unemployment, high
inflation, decreased exports and economic recessions. Economic events in any
one country can have a significant economic effect on the entire Asian region
as well as on major trading partners outside Asia and any adverse event in the
Asian markets may have a significant adverse effect on the South Korean
economy.

U.S. ECONOMIC RISK. The United States is a large trade partner of and investor
in South Korea. Decreasing U.S. imports, new trade regulations, changes in the
U.S. dollar exchange rates or a recession in the United States may have an
adverse impact on the South Korean economy.

SECURITY RISK. North and South Korea each have substantial military
capabilities, and historical tensions between the two present the ongoing risk
of war. Any outbreak of hostilities between the two countries could have a
severe adverse effect on the South Korean economy and its securities markets.

STRUCTURAL RISKS. South Korea may be subject to economic and labor risks. Any
of these risks, individually or in the aggregate, could adversely affect
investments in the Fund:

ECONOMIC RISK. Among these structural concerns are the country's underdeveloped
financial markets and a general lack of regulatory transparency. The
restructuring of the South Korean economy and the need to create a more
liberalized economy with a mechanism for bankrupt firms to exit the market,
remain important unfinished economic reform tasks. These factors may adversely
affect the South Korean economy and cause a diversion of corporate investment
to China and other lower wage countries.

LABOR RISK. South Korea's economic growth potential is susceptible to problems
from large scale emigration, rigid labor regulations and ongoing labor
relations issues. In addition, the average age of South Korea's workforce is
rapidly increasing.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.


                                       5





VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Brazil Index Fund, iShares MSCI Chile Investable Market
Index Fund, iShares MSCI Israel Capped Investable Market Index Fund, iShares
MSCI South Africa Index Fund, iShares MSCI Taiwan Index Fund, iShares MSCI
Thailand Investable Market Index Fund and iShares MSCI Turkey Investable Market
Index Fund, which are offered in separate prospectuses) as follows: 0.74% per
annum of the aggregate net assets less than or equal to $2.0 billion, plus
0.69% per annum of the aggregate net assets over $2.0 billion, up to and
including $4.0 billion, plus 0.64% per annum of the aggregate net assets over
$4.0 billion, up to and including $8.0 billion, plus 0.57% per annum of the
aggregate net assets over $8.0 billion, up to and including $16.0 billion, plus
0.51% per annum of the aggregate net assets in excess of $16.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.

                                       7





Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWY".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly with the Fund. Once created, shares of the
Fund generally trade in the secondary market in amounts less than a Creation
Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change


                                       8




in the value of the Fund's portfolio securities after the close of the primary
markets for the Fund's portfolio securities and the reflection of that change
in the Fund's NAV ("market timing"), because the Fund sells and redeems its
shares directly through transactions that are in-kind and/or for cash with a
deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.

The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed or by market data vendors or other information
providers. The IOPV is based on the current market value of the securities
and/or cash required to be deposited in exchange for a Creation Unit. The IOPV
does not necessarily reflect the precise composition of the current portfolio
of securities held by the Fund at a particular point in time nor the best
possible valuation of the current portfolio. Therefore, the IOPV should not be
viewed as a "real-time" update of the NAV, which is computed

                                       9




only once a day. The IOPV is generally determined by using both current market
quotations and/or price quotations obtained from broker-dealers that may trade
in the portfolio securities held by the Fund. The quotations of certain Fund
holdings may not be updated during U.S. trading hours if such holdings do not
trade in the U.S. The Fund is not involved in, or responsible for, the
calculation or dissemination of the IOPV and makes no representation or
warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.

The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and


                                       10





other factors. To the extent that valuation is based on models or inputs that
are less observable or unobservable in the market, the determination of fair
value requires more judgment. Accordingly, the degree of judgment exercised in
determining fair value is greatest for instruments categorized in Level 3 of
the fair value hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income and realized gains will be automatically
reinvested in additional whole shares of the Fund purchased in the secondary
market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general

                                       11




information. You should consult your own tax professional about the tax
consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with South Korea.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such date. In general, your distributions are subject
to U.S. federal income tax for the year when they are paid. Certain
distributions paid in January, however, may be treated as paid on December 31
of the prior year.


                                       12




If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 50,000 shares or multiples
thereof. Each "creator" or "Authorized Participant" enters into an authorized
participant agreement with the Distributor. Only an Authorized Participant may
create or redeem Creation Units directly with the Fund. A creation transaction,
which is subject to acceptance by the


                                       13





transfer agent, generally takes place when an Authorized Participant deposits
into the Fund a portfolio of securities approximating the holdings of the Fund
and a specified amount of cash in exchange for a specified number of Creation
Units. To the extent practicable, the composition of such portfolio generally
corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.


TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of


                                       14





Creation Units for cash are required to pay an additional variable charge (up
to the maximum amount shown below) to compensate for brokerage and market
impact expenses. The standard creation and redemption transaction fees are set
forth below. The standard creation transaction fee is charged to each purchaser
on the day such purchaser creates a Creation Unit. The standard creation
transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $         50,000             $                 3.0%                  2.0%



-----------
*  As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. In the
case of the Fund, the NAV of which is determined prior to the opening of the
regular trading day on the primary stock exchange on which it is listed, the
market return is calculated using the midpoint of the bid/ask spread as of the
opening of regular trading on the exchange. The Fund's Market Price may be at,
above or below its NAV. The NAV of the Fund will fluctuate with changes in the
market value of its portfolio holdings. The Market Price of the Fund will
fluctuate in accordance with changes in its NAV, as well as market supply and
demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS  PERCENTAGE OF TOTAL DAYS
=================  ===============  ========================
                              
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ---------------  -----------------------
                                              %
                   ===============  =======================



                                       19




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. In the case of the
Fund, the NAV of which is determined prior to the opening of the regular
trading day on the primary stock exchange on which it is listed, the market
return is calculated using the midpoint of the bid/ask spread as of the opening
of regular trading on the exchange. Since shares of the Fund did not trade in
the secondary market until after the Fund's inception, for the period from
inception to the first day of secondary market trading in shares of the Fund,
the NAV of the Fund is used as a proxy for the Market Price to calculate market
returns. Market and NAV returns assume that dividends and capital gain
distributions have been reinvested in the Fund at Market Price and NAV,
respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       20




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





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                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWY-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                    iSHARES(Reg. TM) MSCI SPAIN INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWP
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI SPAIN INDEX FUND.........  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   16
          Financial Highlights...........................   17
          Index Provider.................................   18
          Disclaimers....................................   18
          Supplemental Information.......................   20





"MSCI Spain Index(SM)" is a servicemark of MSCI Inc. and has been licensed for
use for certain purposes by Barclays Global Investors, N.A. ("BGI"). iShares is
a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                     iSHARES(Reg. TM) MSCI SPAIN INDEX FUND
                      Ticker: EWP  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Spain Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Madrid Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 90% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 80% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.


S-2                                                       [GRAPHIC APPEARS HERE]





TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.


                                                                             S-3





ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
defense concerns. These situations may cause uncertainty in these markets and
may adversely affect their economies.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.


S-4                                                       [GRAPHIC APPEARS HERE]





                YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]




     
1998     51.30%
1999     -2.12%
2000    -13.62%
2001    -10.21%
2002    -13.67%
2003     56.78%
2004     29.45%
2005      4.45%
2006     49.53%
2007     22.30%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                    (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                             1 YEAR    5 YEARS    10 YEARS
                                                            --------  ---------  ---------
                                                                        
(INCEPTION DATE: 03/12/1996)
  Return Before Taxes                                         %         %          %
  Return After Taxes on Distributions(1)                      %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares(1)                                                   %         %          %
MSCI SPAIN INDEX (Index returns do not reflect deductions
for fees, expenses, or taxes)                                 %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.


                                                                             S-5





PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
75,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Spanish currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. Spain is located in a part of the world that has historically
been prone to natural disasters such as droughts and is economically sensitive
to environmental events. Any such event could result in a significant adverse
impact on the Spanish economy.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.


RELIANCE ON TRADING PARTNERS RISK. The Spanish economy is dependent on the
economies of Europe as key trading partners. The Economic and Monetary Union of
the European Union (the "EU") requires compliance with restrictions on
inflation rates, deficits, interest rates, debt levels and fiscal and monetary
controls, each of which may significantly affect every country in Europe.
Decreasing imports or exports, changes in governmental regulations on trade,
changes in the exchange rate of the euro and recessions in EU economies may
have a significant adverse effect on the economies of EU members and their
trading partners.


SECURITY RISK. Spain has historically experienced acts of terrorism and
strained international relations related to border disputes, historical
animosities, separatist tensions and other defense concerns. These situations
may cause uncertainty in the Spanish market and may adversely affect the
performance of the Spanish economy.

STRUCTURAL RISKS. Spain is subject to labor, political and economic risks, any
of which could adversely affect investments in the Fund:

POLITICAL AND SOCIAL RISK. Certain regions and sectors of Spain have
experienced periods of high unemployment and labor and social unrest.
Continuing nationalist and terrorist group activities may adversely impact the
Spanish economy.

HEAVY GOVERNMENTAL CONTROLS AND REGULATION. The Spanish government continues to
control a large share of Spanish economic activity. Extensive regulation of
labor and product markets is pervasive and may stifle Spanish economic growth
or cause prolonged periods of recession.

LABOR AND ECONOMIC RISK. Spain's export strength has eroded due to its
relatively high labor costs. In addition, Spain continues to face high levels
of unemployment, inflation and low productivity compared to other European
countries.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not. BGFA expects that
the Fund may experience higher tracking error than is typical for equity index
ETFs.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.

                                       5





Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market 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
Japan Small Cap Index Fund, iShares MSCI Malaysia Index Fund, iShares MSCI
Mexico Investable Market Index Fund, iShares MSCI Netherlands Investable Market
Index Fund, iShares MSCI Singapore Index Fund, iShares MSCI Sweden Index Fund,
iShares MSCI Switzerland Index Fund and iShares MSCI United Kingdom Index Fund,
which are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       7




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWP".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       8





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       9




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.


                                       10





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       11




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with Spain.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such


                                       12




date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 75,000 shares or multiples
thereof. Each "creator" or


                                       13





"Authorized Participant" enters into an authorized participant agreement with
the Distributor. Only an Authorized Participant may create or redeem Creation
Units directly with the Fund. A creation transaction, which is subject to
acceptance by the transfer agent, generally takes place when an Authorized
Participant deposits into the Fund a portfolio of securities approximating the
holdings of the Fund and a specified amount of cash in exchange for a specified
number of Creation Units. To the extent practicable, the composition of such
portfolio generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       14





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $         75,000             $                 3.0%                  2.0%



----------
*    As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

                                       15




Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       16




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       17




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       18




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       19




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
=================   ==============   ========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                    --------------   ------------------------
                                                 %
                    ==============   ========================



                                       20




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       21




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                              FOR MORE INFORMATION:

                                 WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWP-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                    iSHARES(Reg. TM) MSCI SWEDEN INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWD
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI SWEDEN INDEX FUND          S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    5
          Management.....................................    6
          Shareholder Information........................    7
          Distribution...................................   15
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI Sweden Index(SM)" is a servicemark of MSCI Inc. and has been licensed for
use for certain purposes by Barclays Global Investors, N.A. ("BGI"). iShares is
a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                    iSHARES(Reg. TM) MSCI SWEDEN INDEX FUND
                      Ticker: EWD  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Sweden Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Stockholm Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 90% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 80% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or


S-2                                                       [GRAPHIC APPEARS HERE]





may not hold all of the securities in the Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

COMMODITY EXPOSURE RISK. The Fund invests in Sweden, which is susceptible to
fluctuations in certain commodity markets. Any negative changes in commodity
markets could have a great impact on the Swedish economy.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.


                                                                             S-3





EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to EUROPEAN ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.


S-4                                                       [GRAPHIC APPEARS HERE]





               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



      
1998      11.06%
1999      63.93%
2000     -23.74%
2001     -23.86%
2002     -29.76%
2003      64.24%
2004      35.71%
2005      10.20%
2006      43.32%
2007       0.52%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                          1 YEAR    5 YEARS    10 YEARS
                                                         --------  ---------  ---------
                                                                     
(INCEPTION DATE: 03/12/1996)
  Return Before Taxes                                         %         %          %
  Return After Taxes on Distributions(1)                      %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares(1)                                                   %         %          %
MSCI SWEDEN INDEX (Index returns do not reflect
deductions for fees, expenses, or taxes)                      %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.


                                                                             S-5





PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
75,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6
[GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.


COMMODITY EXPOSURE RISK. The Swedish economy is dependent on the export of
natural resources and natural resource products and any negative changes in
these sectors could have an adverse impact on the Swedish economy.


CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse


                                       1




economic, market, political or regulatory occurrences affecting that market,
industry, group of industries, country, region, group of countries, sector or
asset class.


CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Swedish currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.

ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.


RELIANCE ON TRADING PARTNERS RISK. The Swedish economy is dependent on the
economies of Europe as key trading partners. The Economic and Monetary Union
("EMU") of the European Union ("EU") requires compliance with restrictions on
inflation rates, deficits, interest rates, debt levels and fiscal and monetary
controls, each of which may significantly affect every country in Europe.
Decreasing imports or exports, changes in governmental regulations on trade,
changes in the exchange rate of the euro and recessions in EU economies may
have a significant adverse effect on the economies of EU members and their
trading partners.
EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


STRUCTURAL RISK


LABOR RISK. Sweden's previous efforts to comply with EMU restrictions have
resulted in reduced government spending and interim higher unemployment. In
addition, Sweden has an extensive social welfare system and more than 80% of
the Swedish workforce is unionized. These conditions may result in increased
production costs and higher governmental spending and may stifle Swedish
economic growth or cause prolonged periods of recession.

TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       5





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market 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
Japan Small Cap Index Fund, iShares MSCI Malaysia Index Fund, iShares MSCI
Mexico Investable Market Index Fund, iShares MSCI Netherlands Investable Market
Index Fund, iShares MSCI Singapore Index Fund, iShares MSCI Spain Index Fund,
iShares MSCI Switzerland Index Fund and iShares MSCI United Kingdom Index Fund,
which are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       6




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWD".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       7





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       8




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.


                                       9





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       10




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with Sweden.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such


                                       11




date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 75,000 shares or multiples
thereof. Each "creator" or


                                       12





"Authorized Participant" enters into an authorized participant agreement with
the Distributor. Only an Authorized Participant may create or redeem Creation
Units directly with the Fund. A creation transaction, which is subject to
acceptance by the transfer agent, generally takes place when an Authorized
Participant deposits into the Fund a portfolio of securities approximating the
holdings of the Fund and a specified amount of cash in exchange for a specified
number of Creation Units. To the extent practicable, the composition of such
portfolio generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       13





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $         75,000             $                 3.0%                  2.0%



-----------
* As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

                                       14




Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS    PERCENTAGE OF TOTAL DAYS
=================  ================  =========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ----------------  -------------------------
                                              %
                   ================  =========================



                                       19




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       20




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456





Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWD-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                 iSHARES(Reg. TM) MSCI SWITZERLAND INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWL
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI SWITZERLAND INDEX
            FUND.........................................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    5
          Management.....................................    6
          Shareholder Information........................    7
          Distribution...................................   14
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI Switzerland Index(SM)" is a servicemark of MSCI Inc. and has been licensed
for use for certain purposes by Barclays Global Investors, N.A. ("BGI").
iShares is a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                 iSHARES(Reg. TM) MSCI SWITZERLAND INDEX FUND
                    Ticker: EWL  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Switzerland Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
                     %                                               %




-----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.


                                                                             S-1





EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Zurich Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 90% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 80% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity


S-2                                                       [GRAPHIC APPEARS HERE]





measures similar to those of the Underlying Index. The Fund may or may not hold
all of the securities in the Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial


                                                                             S-3





condition of any of those companies may cause the value of their securities to
decline.

LACK OF NATURAL RESOURCES RISK. The Fund invests in Switzerland, which has few
natural resources. Any fluctuation or shortage in the commodity markets could
have a great impact on the Swiss economy.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to EUROPEAN ECONOMIC RISK and U.S.
ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.


S-4                                                       [GRAPHIC APPEARS HERE]





               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



      
1998      18.27%
1999      -3.25%
2000       5.87%
2001     -24.93%
2002     -11.46%
2003      33.20%
2004      15.66%
2005      14.34%
2006      29.41%
2007       6.98%





----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                          1 YEAR    5 YEARS    10 YEARS
                                                         --------  ---------  ---------
                                                                     
(INCEPTION DATE: 03/12/1996)
  Return Before Taxes                                       %         %          %
  Return After Taxes on Distributions(1)                    %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares(1)                                                 %         %          %
MSCI SWITZERLAND INDEX (Index returns do not reflect
deductions for fees, expenses, or taxes)                    %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.


                                                                             S-5





PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
125,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6
[GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Swiss currency depreciates against the
U.S. dollar, even if the local currency value of the Fund's holdings in that
market increases.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.

ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


LACK OF NATURAL RESOURCES RISK. Switzerland has a dearth of natural resources.
The country is dependent upon imports for raw materials and its ability to
produce the range of goods and services available in the country. Any
fluctuations or shortages in the commodity markets could have a negative impact
on the Swiss economy.

MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. Though Switzerland is not a member of the
European Union ("EU"), the Swiss economy is dependent on the economies of
Europe as key trading partners. Reduction in spending by these economies on
Swiss products and services or negative changes in any of these economies may
cause an adverse impact on the Swiss economy:

EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the EU requires
compliance with restrictions on inflation rates, deficits, interest rates, debt
levels and fiscal and monetary controls, each of which may significantly affect
every country in Europe. Decreasing imports or exports, changes in governmental
regulations on trade, changes in the exchange rate of the euro and recessions
in EU economies may have a significant adverse effect on the economies of EU
members and their trading partners, including Switzerland, though Switzerland
is not a member of the EU.

U.S. ECONOMIC RISK. The United States is a large trade and investment partner
of Switzerland. Decreasing U.S. imports, new trade regulations, changes in the
U.S. dollar exchange rates or a recession in the United States may have an
adverse impact on the Swiss economy.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not. BGFA expects that
the Fund may experience higher tracking error than is typical for equity index
ETFs.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       5





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market 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
Japan Small Cap Index Fund, iShares MSCI Malaysia Index Fund, iShares MSCI
Mexico Investable Market Index Fund, iShares MSCI Netherlands Investable Market
Index Fund, iShares MSCI Singapore Index Fund, iShares MSCI Spain Index Fund,
iShares MSCI Sweden Index Fund and iShares MSCI United Kingdom Index Fund,
which are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       6




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWL".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       7





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       8




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.


                                       9





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       10




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with Switzerland.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such


                                       11




date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 125,000 shares or multiples
thereof. Each "creator" or


                                       12





"Authorized Participant" enters into an authorized participant agreement with
the Distributor. Only an Authorized Participant may create or redeem Creation
Units directly with the Fund. A creation transaction, which is subject to
acceptance by the transfer agent, generally takes place when an Authorized
Participant deposits into the Fund a portfolio of securities approximating the
holdings of the Fund and a specified amount of cash in exchange for a specified
number of Creation Units. To the extent practicable, the composition of such
portfolio generally corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       13





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        125,000             $                 3.0%                  2.0%



-----------
* As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom

                                       14




Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS    PERCENTAGE OF TOTAL DAYS
=================  ================  =========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ----------------  -------------------------
                                                 %
                   ================  =========================



                                       19




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       20




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWL-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                    iSHARES(Reg. TM) MSCI TAIWAN INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWT
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI TAIWAN INDEX FUND........  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   15
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI Taiwan Index(SM)" is a servicemark of MSCI Inc. and has been licensed for
use for certain purposes by Barclays Global Investors, N.A. ("BGI"). iShares is
a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                    iSHARES(Reg. TM) MSCI TAIWAN INDEX FUND
                      Ticker: EWT  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Taiwan Index (the
"Underlying Index"). The Fund's investment objective and the Underlying Index
may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.

EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example


                                                                             S-1





assumes that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the Taiwan Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 95% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 80% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.


S-2                                                       [GRAPHIC APPEARS HERE]





TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EMERGING MARKETS RISK. The Fund's investment in emerging markets may be subject
to a greater risk of loss than investments in developed markets.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value


                                                                             S-3





and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

LACK OF NATURAL RESOURCES RISK. The Fund invests in Taiwan, which has few
natural resources. Any fluctuation or shortage in the commodity markets could
have a great impact on the Taiwanese economy.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to ASIAN ECONOMIC RISK and U.S.
ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
defense concerns. These situations may cause uncertainty in these markets and
may adversely affect their economies.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on


S-4                                                       [GRAPHIC APPEARS HERE]





a calendar year basis and provide an indication of the risks of investing in
the Fund. Both assume that all dividends and distributions have been reinvested
in the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.

               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



     
2001      5.00%
2002    -25.65%
2003     39.92%
2004      8.56%
2005      4.89%
2006     18.94%
2007      7.63%





-----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)






                                                                               SINCE FUND
                                                          1 YEAR    5 YEARS    INCEPTION
                                                         --------  ---------  -----------
                                                                     
(INCEPTION DATE: 06/20/2000)
  Return Before Taxes                                        %         %          %
  Return After Taxes on Distributions(1)                     %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares(1)                                                  %         %          %
MSCI TAIWAN INDEX (Index returns do not reflect
deductions for fees, expenses, or taxes)                     %         %          %




-----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

                                                                             S-5






MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
200,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Taiwanese currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.


EMERGING MARKETS RISK. Investments in emerging markets are subject to a greater
risk of loss than investments in developed markets. This is due to, among other
things, greater market volatility, lower trading volume, political and economic
instability, greater risk of a market shutdown and more governmental
limitations on foreign investments than typically found in developed markets.


EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. Taiwan is located in a part of the world that has historically
been prone to natural disasters such as earthquakes, droughts, floods and
tsunamis and is economically sensitive to environmental events. Any such event
could result in a significant adverse impact on the Taiwanese economy.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


LACK OF NATURAL RESOURCES RISK. Taiwan is a small island state with few raw
material resources and limited land area and is reliant on imports for its
commodity needs. Any fluctuations or shortages in the commodity markets could
have a negative impact on the Taiwanese economy.

MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security


                                       2




or to factors that affect a particular industry or industries. During a general
economic downturn in the securities markets, multiple asset classes may be
negatively affected.

MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to

                                       3




correlate exactly with the Fund's NAV due to timing reasons as well as market
supply and demand factors. In addition, disruptions to creations and
redemptions or the existence of extreme market volatility may result in trading
prices that differ significantly from NAV. If a shareholder purchases at a time
when the market price is at a premium to the NAV or sells at a time when the
market price is at a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


                                       4




PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests in securities included in, or representative of, its Underlying
Index regardless of their investment merits. BGFA does not attempt to take
defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Taiwanese economy is dependent on the
economies of Asia, mainly those of Japan and China, and the United States as
key trading partners. Reduction in spending by any of these countries on
Taiwanese products and services or negative changes in any of these economies
may cause an adverse impact on the Taiwanese economy:

ASIAN ECONOMIC RISK. Certain Asian economies have experienced over-extension of
credit, currency devaluations and restrictions, high unemployment, high
inflation, decreased exports and economic recessions. Economic events in any
one country can have a significant economic effect on the entire Asian region
as well as on major trading partners outside Asia and any adverse event in the
Asian markets may have a significant adverse effect on the Taiwanese economy.

                                       5




U.S. ECONOMIC RISK. The United States is a large trade and investment partner
of Taiwan. Decreasing U.S. imports, new trade regulations, changes in the U.S.
dollar exchange rates or a recession in the United States may have an adverse
impact on the Taiwanese economy.

SECURITY RISK. Taiwan's size and geographic proximity to the People's Republic
of China and its history of political contention with China which regards
Taiwan as a renegade province, have resulted in ongoing tensions with China,
including the continual risk of war with China. These tensions may materially
impact the Taiwanese economy and securities markets.

STRUCTURAL RISK

LABOR RISK. Rising labor costs and increasing environmental consciousness have
led some labor-intensive industries to relocate to countries with cheaper work
forces, and continued labor outsourcing may adversely affect the Taiwanese
economy.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Brazil Index Fund, iShares MSCI Chile Investable Market
Index Fund, iShares MSCI Israel Capped Investable Market Index Fund, iShares
MSCI South Africa Index Fund, iShares MSCI South Korea Index Fund, iShares MSCI
Thailand Investable Market Index Fund and iShares MSCI Turkey Investable Market
Index Fund, which are offered in separate prospectuses) as follows: 0.74% per
annum of the aggregate net assets less than or equal to $2.0 billion, plus
0.69% per annum of the aggregate net assets over $2.0 billion, up to and
including $4.0 billion, plus 0.64% per annum of the aggregate net assets over
$4.0 billion, up to and including $8.0 billion, plus 0.57% per annum of the
aggregate net assets over $8.0 billion, up to and including $16.0 billion, plus
0.51% per annum of the aggregate net assets in excess of $16.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.

                                       7





Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWT".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly with the Fund. Once created, shares of the
Fund generally trade in the secondary market in amounts less than a Creation
Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change


                                       8




in the value of the Fund's portfolio securities after the close of the primary
markets for the Fund's portfolio securities and the reflection of that change
in the Fund's NAV ("market timing"), because the Fund sells and redeems its
shares directly through transactions that are in-kind and/or for cash with a
deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.

The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed or by market data vendors or other information
providers. The IOPV is based on the current market value of the securities
and/or cash required to be deposited in exchange for a Creation Unit. The IOPV
does not necessarily reflect the precise composition of the current portfolio
of securities held by the Fund at a particular point in time nor the best
possible valuation of the current portfolio. Therefore, the IOPV should not be
viewed as a "real-time" update of the NAV, which is computed

                                       9




only once a day. The IOPV is generally determined by using both current market
quotations and/or price quotations obtained from broker-dealers that may trade
in the portfolio securities held by the Fund. The quotations of certain Fund
holdings may not be updated during U.S. trading hours if such holdings do not
trade in the U.S. The Fund is not involved in, or responsible for, the
calculation or dissemination of the IOPV and makes no representation or
warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.

The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and


                                       10





other factors. To the extent that valuation is based on models or inputs that
are less observable or unobservable in the market, the determination of fair
value requires more judgment. Accordingly, the degree of judgment exercised in
determining fair value is greatest for instruments categorized in Level 3 of
the fair value hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income and realized gains will be automatically
reinvested in additional whole shares of the Fund purchased in the secondary
market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general

                                       11




information. You should consult your own tax professional about the tax
consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with Taiwan.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such date. In general, your distributions are subject
to U.S. federal income tax for the year when they are paid. Certain
distributions paid in January, however, may be treated as paid on December 31
of the prior year.


                                       12




If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 200,000 shares or multiples
thereof. Each "creator" or "Authorized Participant" enters into an authorized
participant agreement with the Distributor. Only an Authorized Participant may
create or redeem Creation Units directly with the Fund. A creation transaction,
which is subject to acceptance by the


                                       13





transfer agent, generally takes place when an Authorized Participant deposits
into the Fund a portfolio of securities approximating the holdings of the Fund
and a specified amount of cash in exchange for a specified number of Creation
Units. To the extent practicable, the composition of such portfolio generally
corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.


TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of


                                       14





Creation Units for cash are required to pay an additional variable charge (up
to the maximum amount shown below) to compensate for brokerage and market
impact expenses. The standard creation and redemption transaction fees are set
forth below. The standard creation transaction fee is charged to each purchaser
on the day such purchaser creates a Creation Unit. The standard creation
transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        200,000             $                 3.0%                  2.0%



-----------
* As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. In the
case of the Fund, the NAV of which is determined prior to the opening of the
regular trading day on the primary stock exchange on which it is listed, the
market return is calculated using the midpoint of the bid/ask spread as of the
opening of regular trading on the exchange. The Fund's Market Price may be at,
above or below its NAV. The NAV of the Fund will fluctuate with changes in the
market value of its portfolio holdings. The Market Price of the Fund will
fluctuate in accordance with changes in its NAV, as well as market supply and
demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS    PERCENTAGE OF TOTAL DAYS
=================  ================  =========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ----------------  -------------------------
                                               %
                   ================  =========================



                                       19




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. In the case of the
Fund, the NAV of which is determined prior to the opening of the regular
trading day on the primary stock exchange on which it is listed, the market
return is calculated using the midpoint of the bid/ask spread as of the opening
of regular trading on the exchange. Since shares of the Fund did not trade in
the secondary market until after the Fund's inception, for the period from
inception to the first day of secondary market trading in shares of the Fund,
the NAV of the Fund is used as a proxy for the Market Price to calculate market
returns. Market and NAV returns assume that dividends and capital gain
distributions have been reinvested in the Fund at Market Price and NAV,
respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       20




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





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                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456





Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWT-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


          iSHARES(Reg. TM) MSCI THAILAND INVESTABLE MARKET INDEX FUND

                                JANUARY 1, 2010



                         Ticker: THD
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI THAILAND INVEST-
            ABLE MARKET INDEX FUND.......................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    7
          Shareholder Information........................    8
          Distribution...................................   15
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI Thailand Investable Market Index(SM)" is a servicemark of MSCI Inc. and
has been licensed for use for certain purposes by Barclays Global Investors,
N.A. ("BGI"). iShares is a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





          iSHARES(Reg. TM) MSCI THAILAND INVESTABLE MARKET INDEX FUND
                    Ticker: THD  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Thailand Investable
Market Index (the "Underlying Index"). The Fund's investment objective and the
Underlying Index may be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




-----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.


                                                                             S-1





EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index is a free float-adjusted market capitalization index
designed to measure broad based equity market performance in Thailand. The
Underlying Index consists of stocks traded primarily on the Stock Exchange of
Thailand (SET). As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund will at all times invest at least 90% of its assets in the securities
of the Underlying Index or in depositary receipts representing securities in
its Underlying Index. The Fund may invest the remainder of its assets in other
securities, including securities not in the Underlying Index, futures
contracts, options on futures contracts, other types of options and swaps
related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as


S-2                                                       [GRAPHIC APPEARS HERE]





return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EMERGING MARKETS RISK. The Fund's investment in emerging markets may be subject
to a greater risk of loss than investments in developed markets.


                                                                             S-3





EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to ASIAN ECONOMIC RISK, EUROPEAN
ECONOMIC RISK and U.S. ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
defense concerns. These situations may cause uncertainty in these markets and
may adversely affect their economies.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

As of the date of the Prospectus, the Fund has been in operation for less than
one full calendar year and therefore does not report its performance
information.


S-4                                                       [GRAPHIC APPEARS HERE]





MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since inception.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
50,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an individual retirement account ("IRA"). For more
information regarding the tax consequences that may be associated with
investing in the Fund, please refer to the TAXES ON DISTRIBUTIONS section of
the Prospectus.


                                                                             S-5




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Thai currency depreciates against the
U.S. dollar, even if the local currency value of the Fund's holdings in that
market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.


EMERGING MARKETS RISK. Investments in emerging markets are subject to a greater
risk of loss than investments in developed markets. This is due to, among other
things, greater market volatility, lower trading volume, political and economic
instability, greater risk of a market shutdown and more governmental
limitations on foreign investments than typically found in developed markets.


EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. Thailand is located in a part of the world that has
historically been prone to natural disasters such as tsunamis and drought and
is economically sensitive to environmental events. Any such event could result
in a significant adverse impact on the Thai economy.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities,, including non-voting depository
receipt (NVDRs) the Fund may be subject to increased risk of loss caused by any
of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States. In addition, the Fund may invest in
    NVDRs, which do not carry any voting rights.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Thai economy is dependent on commodity
prices and trade with the economies of Asia, Europe and the United States.
Reduction in spending by these economies on Thai products and services or
negative changes in any of these economies may cause an adverse impact on the
Thai economy:

ASIAN ECONOMIC RISK. Certain Asian economies have experienced over-extension of
credit, currency devaluations and restrictions, high unemployment, high
inflation, decreased exports and economic recessions. Economic events in any
one country can have a significant economic effect on the entire Asian region
as well as on major trading partners outside Asia and any adverse event in the
Asian markets may have a significant adverse effect on the Thai economy.


EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


U.S. ECONOMIC RISK. The United States is Thailand's largest export market and
third largest supplier, after Japan and China. Decreasing U.S. imports, new
trade regulations, changes in the U.S. dollar exchange rates or a recession in
the United States may have an adverse impact on the Thai economy.

SECURITY RISK. Thailand has historically experienced acts of terrorism and
strained international relations related to border disputes, historical
animosities and other defense concerns. These situations may cause uncertainty
in the Thai market and adversely affect the Thai economy.

STRUCTURAL RISKS. Economic and political instability have contributed to high
price volatility in the Thai equity and currency markets, which could affect
investments in the Fund.

ECONOMIC RISK. The Thai economy has experienced periods of substantial
inflation, currency devaluations and economic recessions, any of which may have
a negative effect on the Thai economy and securities markets.

POLITICAL AND SOCIAL RISK. Thailand has at times been destabilized by frequent
government turnover and significant political changes, including military
coups. Recurrence of these conditions, unanticipated or sudden changes in the
political structure or other Thai political events may result in sudden and
significant investment losses.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking


                                       5




error also may result because the Fund incurs fees and expenses while its
Underlying Index does not. BGFA expects that the Fund may experience higher
tracking error than is typical for equity index ETFs.


VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       6





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.


Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.


For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Brazil Index Fund, iShares MSCI Chile Investable Market
Index Fund, iShares MSCI Israel Capped Investable Market Index Fund, iShares
MSCI South Africa Index Fund, iShares MSCI South Korea Index Fund, iShares MSCI
Taiwan Index Fund and iShares MSCI Turkey Investable Market Index Fund, which
are offered in separate prospectuses) as follows: 0.74% per annum of the
aggregate net assets less than or equal to $2.0 billion, plus 0.69% per annum
of the aggregate net assets over $2.0 billion, up to and including $4.0
billion, plus 0.64% per annum of the aggregate net assets over $4.0 billion, up
to and including $8.0 billion, plus 0.57% per annum of the aggregate net assets
over $8.0 billion, up to and including $16.0 billion, plus 0.51% per annum of
the aggregate net assets in excess of $16.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.

                                       7




Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since its inception.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since its inception.

The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "THD".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly with the Fund. Once created, shares of the
Fund generally trade in the secondary market in amounts less than a Creation
Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change


                                       8




in the value of the Fund's portfolio securities after the close of the primary
markets for the Fund's portfolio securities and the reflection of that change
in the Fund's NAV ("market timing"), because the Fund sells and redeems its
shares directly through transactions that are in-kind and/or for cash with a
deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.

The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed or by market data vendors or other information
providers. The IOPV is based on the current market value of the securities
and/or cash required to be deposited in exchange for a Creation Unit. The IOPV
does not necessarily reflect the precise composition of the current portfolio
of securities held by the Fund at a particular point in time nor the best
possible valuation of the current portfolio. Therefore, the IOPV should not be
viewed as a "real-time" update of the NAV, which is computed

                                       9




only once a day. The IOPV is generally determined by using both current market
quotations and/or price quotations obtained from broker-dealers that may trade
in the portfolio securities held by the Fund. The quotations of certain Fund
holdings may not be updated during U.S. trading hours if such holdings do not
trade in the U.S. The Fund is not involved in, or responsible for, the
calculation or dissemination of the IOPV and makes no representation or
warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.

The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and


                                       10





other factors. To the extent that valuation is based on models or inputs that
are less observable or unobservable in the market, the determination of fair
value requires more judgment. Accordingly, the degree of judgment exercised in
determining fair value is greatest for instruments categorized in Level 3 of
the fair value hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.

Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.

The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income and realized gains will be automatically
reinvested in additional whole shares of the Fund purchased in the secondary
market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general

                                       11




information. You should consult your own tax professional about the tax
consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the

possible tax consequences when the Fund makes distributions or you sell Fund
shares.


TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with Thailand.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such date. In general, your distributions are subject
to U.S. federal income tax for the year when they are paid. Certain
distributions paid in January, however, may be treated as paid on December 31
of the prior year.


                                       12




If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 50,000 shares or multiples
thereof. Each "creator" or "Authorized Participant" enters into an authorized
participant agreement with the Distributor. Only an Authorized Participant may
create or redeem Creation Units directly with the Fund. A creation transaction,
which is subject to acceptance by the


                                       13





transfer agent, generally takes place when an Authorized Participant deposits
into the Fund a portfolio of securities approximating the holdings of the Fund
and a specified amount of cash in exchange for a specified number of Creation
Units. To the extent practicable, the composition of such portfolio generally
corresponds PRO RATA to the holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.


TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of


                                       14





Creation Units for cash are required to pay an additional variable charge (up
to the maximum amount shown below) to compensate for brokerage and market
impact expenses. The standard creation and redemption transaction fees are set
forth below. The standard creation transaction fee is charged to each purchaser
on the day such purchaser creates a Creation Unit. The standard creation
transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $         50,000             $                 3.0%                  2.0%



-----------
* As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's historical financial performance since inception. Certain information
reflects financial results for a single share of the Fund. The total return in
the table represents the rate that an investor would have earned (or lost) on
an investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund from April 1, 2008 through September 30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS    PERCENTAGE OF TOTAL DAYS
=================  ================  =========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ----------------  -------------------------
                                                %
                   ================  =========================



                                       19




II. Total Return Information


The table that follows presents information about the total return of the
Fund's Underlying Index and the total return of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.

"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the period indicated.


The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Since shares of the
Fund did not trade in the secondary market until after the Fund's inception,
for the period from inception to the first day of secondary market trading in
shares of the Fund, the NAV of the Fund is used as a proxy for the Market Price
to calculate market returns. Market and NAV returns assume that dividends and
capital gain distributions have been reinvested in the Fund at Market Price and
NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       20




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-THD-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


           iSHARES(Reg. TM) MSCI TURKEY INVESTABLE MARKET INDEX FUND

                                JANUARY 1, 2010



                         Ticker: TUR
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]






Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI TURKEY INVESTABLE
            MARKET INDEX FUND............................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    6
          Management.....................................    6
          Shareholder Information........................    7
          Distribution...................................   15
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19





"MSCI Turkey Investable Market Index(SM)" is a servicemark of MSCI Inc. and has
been licensed for use for certain purposes by Barclays Global Investors, N.A.
("BGI"). iShares is a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





           iSHARES(Reg. TM) MSCI TURKEY INVESTABLE MARKET INDEX FUND
                    Ticker: TUR  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI Turkey Investable
Market Index (the "Underlying Index"). The Fund's investment objective and the
Underlying Index may be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
                     %                                               %




-----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.


                                                                             S-1





EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index is a free float-adjusted market capitalization index
designed to measure broad-based equity market performance in Turkey. The
Underlying Index consists of stocks traded primarily on the Istanbul Stock
Exchange (ISE). As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund will at all times invest at least 90% of its assets in the securities
of the Underlying Index or in depositary receipts representing securities in
its Underlying Index. The Fund may invest the remainder of its assets in other
securities, including securities not in the Underlying Index, futures
contracts, options on futures contracts, other types of options and swaps
related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as


S-2                                                       [GRAPHIC APPEARS HERE]





return variability and yield) and liquidity measures similar to those of the
Underlying Index. The Fund may or may not hold all of the securities in the
Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

CUSTODY RISK. Less developed markets are more likely to experience problems
with the clearing and settling of trades.

EMERGING MARKETS RISK. The Fund's investment in emerging markets may be subject
to a greater risk of loss than investments in developed markets.


                                                                             S-3





EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

GEOGRAPHIC RISK. A natural disaster could occur in a geographic region in which
the Fund invests.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial condition of any
of those companies may cause the value of their securities to decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to EUROPEAN ECONOMIC RISK and U.S.
ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

PRIVATIZATION RISK. Some countries in which the Fund invests have begun a
process of privatizing certain entities and industries; privatized entities may
lose money or be re-nationalized.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

SECURITY RISK. Some geographic areas in which the Fund invests have experienced
defense concerns. These situations may cause uncertainty in these markets and
may adversely affect their economies.

STRUCTURAL RISK. The economy in which the Fund invests may be subject to
considerable degrees of economic, political and social instability.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.


S-4                                                       [GRAPHIC APPEARS HERE]





PERFORMANCE INFORMATION

As of the date of the Prospectus, the Fund has been in operation for less than
one full calendar year and therefore does not report its performance
information.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since inception.

PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
50,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an individual retirement account ("IRA"). For more
information regarding the tax consequences that may be associated with
investing in the Fund, please refer to the TAXES ON DISTRIBUTIONS section of
the Prospectus.


                                                                             S-5




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the Turkish currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

CUSTODY RISK. Custody risk refers to the risks inherent in the process of
clearing and settling trades and to the holding of securities by local banks,
agents and depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle, and governments or
trade groups may compel local agents to hold securities in designated
depositories that are not subject to independent evaluation. Local agents are
held only to the standards of care of their local markets. The less developed a
country's securities market is, the greater the likelihood of custody problems.


EMERGING MARKETS RISK. Investments in emerging markets are subject to a greater
risk of loss than investments in developed markets. This is due to, among other
things, greater market volatility, lower trading volume, political and economic
instability, greater risk of a market shutdown and more governmental
limitations on foreign investments than typically found in developed markets.


EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.


GEOGRAPHIC RISK. Turkey is located in a part of the world that has historically
been prone to natural disasters such as earthquakes and droughts and is
economically sensitive to environmental events. Any such event could result in
a significant adverse impact on the Turkish economy.


ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


                                       2




MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant premiums or discounts than might be experienced at times when the
Fund accepts purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ

                                       3




significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.


NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests

                                       4




in securities included in, or representative of, its Underlying Index
regardless of their investment merits. BGFA does not attempt to take defensive
positions in declining markets.

PRIVATIZATION RISK. Turkey has begun a process of privatization of certain
entities and industries. Historically, investors in some newly privatized
entities have suffered losses due to the inability of the newly privatized
company to adjust quickly to a competitive environment or to changing
regulatory and legal standards, or in some cases due to re-nationalization of
such privatized entities. There is no assurance that such losses will not
recur.

RELIANCE ON TRADING PARTNERS RISK. The Turkish economy is dependent on trade
with certain key trading partners. Reduction in spending by these economies on
Turkish products and services or negative changes in any of these economies may
cause an adverse impact on the Turkish economy:


EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.


U.S. ECONOMIC RISK. The United States is a significant trading partner of and
investor in Turkey. Decreasing U.S. imports, new trade regulations, changes in
the U.S. dollar exchange rates or a recession in the United States may have an
adverse impact on the Turkish economy.

SECURITY RISK. Turkey has historically experienced acts of terrorism and
strained international relations related to border disputes, historical
animosities and other defense concerns. These situations may cause uncertainty
in the Turkish market and adversely affect the performance of the Turkish
economy.

STRUCTURAL RISKS. Certain political, economic, legal and currency risks have
contributed to a high level of price volatility in the Turkish equity and
currency markets and could adversely affect investments in the Fund:

POLITICAL AND SOCIAL RISK. Historically, Turkey's national politics have been
unpredictable and subject to influence by the military and its government may
be subject to sudden change. Disparities of wealth, the pace and success of
democratization and capital market development and religious and racial
disaffection have also led to social and political unrest. Unanticipated or
sudden political or social developments may result in sudden and significant
investment losses.

ECONOMIC AND CURRENCY RISK. Turkey has experienced periods of substantial
inflation, currency devaluations and severe economic recessions, any of which
may have a negative effect on the Turkish economy and securities market.

LARGE GOVERNMENT DEBT RISK. Turkey has experienced a high level of debt and
public spending, which may stifle Turkish economic growth, contribute to
prolonged periods of recession or lower Turkey's sovereign debt rating and
adversely impact investments in the Fund.

                                       5





TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not. BGFA expects that
the Fund may experience higher tracking error than is typical for equity index
ETFs.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).



Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.


Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.


For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Brazil Index Fund, iShares MSCI Chile Investable Market
Index Fund, iShares MSCI Israel Capped Investable Market Index Fund, iShares
MSCI South Africa Index Fund, iShares MSCI South Korea Index Fund, iShares MSCI
Taiwan Index Fund and iShares MSCI Thailand Investable Market Index Fund, which
are offered in separate prospectuses) as follows: 0.74% per annum of the
aggregate net assets less than or equal to $2.0 billion, plus 0.69% per annum
of the aggregate net assets over $2.0 billion, up to and including $4.0
billion, plus 0.64% per annum of the aggregate net assets over $4.0 billion, up
to and including $8.0 billion, plus 0.57% per annum of the aggregate net assets
over $8.0 billion, up to and including $16.0 billion, plus 0.51% per annum of
the aggregate net assets in excess of $16.0 billion.

                                       6





As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.

Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since its inception.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since its inception.

The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund


                                       7





purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "TUR".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly with the Fund. Once created, shares of the
Fund generally trade in the secondary market in amounts less than a Creation
Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

                                       8




Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed or by market data vendors or other information
providers. The IOPV is based on the current market value of the securities
and/or cash required to be deposited in exchange for a Creation Unit. The IOPV
does not necessarily reflect the precise composition of the current portfolio
of securities held by the Fund at a particular point in time nor the best
possible valuation of the current portfolio. Therefore, the IOPV should not be
viewed as a "real-time" update of the NAV, which is computed only once a day.
The IOPV is generally determined by using both current market quotations and/or
price quotations obtained from broker-dealers that may trade in the portfolio
securities held by the Fund. The quotations of certain Fund holdings may not be
updated during U.S. trading hours if such holdings do not trade in the U.S. The
Fund is not involved in, or responsible for, the calculation or dissemination
of the IOPV and makes no representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into


                                       9





three broad levels. Inputs may be based on independent market data ("observable
inputs") or they may be internally developed ("unobservable inputs"). The
hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). The three levels
of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.

The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.

Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.

The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

                                       10




GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income and realized gains will be automatically
reinvested in additional whole shares of the Fund purchased in the secondary
market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the

possible tax consequences when the Fund makes distributions or you sell Fund
shares.


TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with


                                       11





the United States which includes an exchange of information program or if the
stock with respect to which the dividend was paid is readily tradable on an
established United States security market. The term excludes a corporation that
is a passive foreign investment company. Under current Internal Revenue Service
guidance, the United States has an appropriate comprehensive tax treaty with
Turkey.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain preferred stock 91 days during the 181-day period
beginning 90 days before such date. In general, your distributions are subject
to U.S. federal income tax for the year when they are paid. Certain
distributions paid in January, however, may be treated as paid on December 31
of the prior year.


If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


                                       12




If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in block-size Creation Units of 50,000 shares or multiples
thereof. Each "creator" or "Authorized Participant" enters into an authorized
participant agreement with the Distributor. Only an Authorized Participant may
create or redeem Creation Units directly with the Fund. A creation transaction,
which is subject to acceptance by the transfer agent, generally takes place
when an Authorized Participant deposits into the Fund a portfolio of securities
approximating the holdings of the Fund and a specified amount of cash in
exchange for a specified number of Creation Units. To the extent practicable,
the composition of such portfolio generally corresponds PRO RATA to the
holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor

                                       13




with respect to creations and redemptions of Creation Unit aggregations.
Information about the procedures regarding creation and redemption of Creation
Units (including the cut-off times for receipt of creation and redemption
orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.


TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.


                                       14





The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $         50,000             $                 3.0%                  2.0%



-----------
*    As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's historical financial performance since inception. Certain information
reflects financial results for a single share of the Fund. The total return in
the table represents the rate that an investor would have earned (or lost) on
an investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information
The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund from April 1, 2008 through September 30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT
      RANGE         NUMBER OF DAYS   PERCENTAGE OF TOTAL DAYS
=================  ================  ========================
                               
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ----------------  ------------------------
                                                 %
                   ================  ========================



                                       19




II. Total Return Information


The table that follows presents information about the total return of the
Fund's Underlying Index and the total return of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.

"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the period indicated.


The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Since shares of the
Fund did not trade in the secondary market until after the Fund's inception,
for the period from inception to the first day of secondary market trading in
shares of the Fund, the NAV of the Fund is used as a proxy for the Market Price
to calculate market returns. Market and NAV returns assume that dividends and
capital gain distributions have been reinvested in the Fund at Market Price and
NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       20




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM
                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456




Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-TUR-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL.

                        2010 PROSPECTUS TO SHAREHOLDERS


                iSHARES(Reg. TM) MSCI UNITED KINGDOM INDEX FUND

                                JANUARY 1, 2010



                         Ticker: EWU
                         Stock Exchange: NYSE Arca


>>   WOULD YOU PREFER TO RECEIVE MATERIALS LIKE THIS ELECTRONICALLY?

                   SEE THE INSIDE BACK COVER FOR DETAILS.


The Securities and Exchange Commission ("SEC") has not approved or disapproved
these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

[GRAPHIC APPEARS HERE]







Table of Contents


                                                        
          iSHARES(Reg. TM) MSCI UNITED KINGDOM
            INDEX FUND...................................  S-1
          Introduction...................................    1
          A Further Discussion of Principal Risks........    1
          Portfolio Holdings Information.................    5
          Management.....................................    6
          Shareholder Information........................    7
          Distribution...................................   14
          Financial Highlights...........................   16
          Index Provider.................................   17
          Disclaimers....................................   17
          Supplemental Information.......................   19






"MSCI United Kingdom Index(SM)" is a servicemark of MSCI Inc. and has been
licensed for use for certain purposes by Barclays Global Investors, N.A.
("BGI"). iShares is a registered trademark of BGI.


                                       i




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                iSHARES(Reg. TM) MSCI UNITED KINGDOM INDEX FUND
                    Ticker: EWU  Stock Exchange: NYSE Arca

INVESTMENT OBJECTIVE

The Fund seeks investment results that correspond generally to the price and
yield performance, before fees and expenses, of the MSCI United Kingdom Index
(the "Underlying Index"). The Fund's investment objective and the Underlying
Index may not be changed without shareholder approval.

The Underlying Index is sponsored by an organization (the "Index Provider")
that is independent of the Fund and Barclays Global Fund Advisors ("BGFA"). The
Index Provider determines the composition and relative weightings of the
securities in the Underlying Index and publishes information regarding the
market value of the Underlying Index. The Fund's Index Provider is MSCI Inc.
("MSCI"). Additional information regarding the Index Provider is provided in
the INDEX PROVIDER section of the Prospectus. The Fund is a series of iShares,
Inc. (the "Company").

FEES AND EXPENSES

The following table describes the fees and expenses that you will incur if you
own shares of the Fund. You will also incur usual and customary brokerage
commissions when buying or selling shares of the Fund, which are not reflected
in the example that follows:





                             ANNUAL FUND OPERATING EXPENSES/2/
                      (ON GOING EXPENSES THAT YOU PAY EACH YEAR AS A
                       PERCENTAGE OF THE VALUE OF YOUR INVESTMENTS)
               -------------------------------------------------------------
                                DISTRIBUTION                    TOTAL ANNUAL
                                    AND                             FUND
 SHAREHOLDER    MANAGEMENT    SERVICE (12B-1)       OTHER        OPERATING
   FEES/1/         FEES             FEES         EXPENSES/3/      EXPENSES
-------------  ------------  -----------------  -------------  -------------
                                                   
               %                                               %




-----------
/1/  Fees paid directly from your investment.
/2/  Expenses that are deducted from the Fund's assets, expressed as a
     percentage of average net assets.
/3/  The Company's Investment Advisory Agreement provides that BGFA will pay all
     operating expenses of the Fund, except interest expense and taxes, any
     brokerage expenses, future distribution fees or expenses and extraordinary
     expenses.


                                                                             S-1





EXAMPLE. This example is intended to help you compare the cost of owning shares
of the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then sell all
of your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions, your costs would be:





 1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------  ---------  ---------  ---------
                       
     $        $          $          $




PORTFOLIO TURNOVER. The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or "turns over" its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in
higher taxes when Fund shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example, affect
the Fund's performance. During the most recent fiscal year, the Fund's
portfolio turnover rate was __% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Underlying Index consists of stocks traded primarily on the London Stock
Exchange. As of September 30, 2009, the Underlying Index's three largest
industries were _____, _____ and _____.

BGFA uses a "passive" or indexing approach to try to achieve the Fund's
investment objective. Unlike many investment companies, the Fund does not try
to "beat" the index it tracks and does not seek temporary defensive positions
when markets decline or appear overvalued.

Indexing may eliminate the chance that the Fund will substantially outperform
its Underlying Index but also may reduce some of the risks of active
management, such as poor security selection. Indexing seeks to achieve lower
costs and better after-tax performance by keeping portfolio turnover low in
comparison to actively managed investment companies.

The Fund generally invests at least 95% of its assets in the securities of its
Underlying Index and in depositary receipts ("DRs") representing securities in
its Underlying Index. The Fund will at all times invest at least 90% of its
assets in the securities of the Underlying Index or in DRs representing
securities in its Underlying Index. The Fund may invest the remainder of its
assets in other securities, including securities not in the Underlying Index,
futures contracts, options on futures contracts, other types of options and
swaps related to its Underlying Index, as well as cash and cash equivalents,
including shares of money market funds affiliated with BGFA or its affiliates.

BGFA uses a representative sampling indexing strategy to manage the Fund.
"Representative sampling" is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have,
in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as
return variability and yield) and liquidity


S-2                                                       [GRAPHIC APPEARS HERE]





measures similar to those of the Underlying Index. The Fund may or may not hold
all of the securities in the Underlying Index.

TRACKING ERROR. An index is a theoretical financial calculation while the Fund
is an actual investment portfolio. The performance of the Fund and its
Underlying Index may vary due to transaction costs, non-U.S. currency
valuation, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the Fund's portfolio and the
Underlying Index resulting from legal restrictions (such as diversification
requirements) that apply to the Fund but not to the Underlying Index or the use
of representative sampling. "Tracking error" is the difference between the
performance (return) of the Fund's portfolio and that of its Underlying Index.
BGFA expects that, over time, the Fund's tracking error will not exceed 5%.
Because the Fund uses a representative sampling indexing strategy, it can be
expected to have a larger tracking error than if it used a replication indexing
strategy. "Replication" is an indexing strategy in which a fund invests in
substantially all of the securities in its underlying index in approximately
the same proportions as in the underlying index.

INDUSTRY CONCENTRATION POLICY. The Fund will concentrate its investments (I.E.,
hold 25% or more of its total assets) in a particular industry or group of
industries to approximately the same extent that its Underlying Index is
concentrated. For purposes of this limitation, securities of the U.S.
government (including its agencies and instrumentalities) and repurchase
agreements collateralized by U.S. government securities are not considered to
be issued by members of any industry.

SUMMARY OF PRINCIPAL RISKS

As with any investment, you could lose all or part of your investment in the
Fund, and the Fund's performance could trail that of other investments. The
Fund is subject to the principal risks noted below, any of which may adversely
affect the Fund's net asset value ("NAV"), trading price, yield, total return
and ability to meet its investment objective, as well as numerous other risks
that are described in greater detail in the FURTHER DISCUSSION OF PRINCIPAL
RISKS section of the Prospectus and in the Statement of Additional Information
("SAI").

ASSET CLASS RISK. Securities in the Underlying Index or the Fund's portfolio
may underperform in comparison to the general securities markets or other asset
classes.

CONCENTRATION RISK. To the extent that the Fund's investments are concentrated
in a particular country, market, industry or asset class, the Fund will be
susceptible to loss due to adverse occurences affecting that country, market,
industry or asset class.

CURRENCY RISK. Because the Fund's NAV is determined in U.S. dollars, the Fund's
NAV could decline if the currency of the non-U.S. market in which the Fund
invests depreciates against the U.S. dollar.

EQUITY SECURITIES RISK. Equity securities are subject to volatile changes in
value and their values may be more volatile than other asset classes.

ISSUER RISK. Fund performance depends on the performance of individual
companies in which the Fund invests. Changes to the financial


                                                                             S-3





condition of any of those companies may cause the value of their securities to
decline.

MANAGEMENT RISK. The Fund is subject to the risk that BGFA's investment
management strategy may not produce the intended results.

MARKET RISK. The Fund's NAV could decline over short periods due to short-term
market movements and over longer periods during market downturns.

MARKET TRADING RISKS. The Fund faces numerous market trading risks, including
the potential lack of an active market for Fund shares, losses from trading in
secondary markets, and disruption in the creation/redemption process of the
Fund. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S SHARES TRADING AT A PREMIUM
OR DISCOUNT TO NAV.

NON-DIVERSIFICATION RISK. The Fund may invest a large percentage of its assets
in securities issued by or representing a small number of issuers. As a result,
Fund performance may depend on the performance of a small number of issuers.

NON-U.S. SECURITIES RISK. Investments in the securities of non-U.S. issuers are
subject to the risks associated with investing in those non-U.S. markets, such
as heightened risks of inflation or nationalization. You may lose money due to
political, economic and geographic events affecting a non-U.S. issuer or
market. The Fund is specifically exposed to EUROPEAN ECONOMIC RISK and U.S.
ECONOMIC RISK.

PASSIVE INVESTMENT RISK. The Fund is not actively managed and BGFA does not
attempt to take defensive positions in declining markets.

RELIANCE ON TRADING PARTNERS RISK. The Fund invests in an economy that is
heavily dependent upon trading with key partners. Any reduction in this trading
may cause an adverse impact on the economy in which the Fund invests.

STRUCTURAL RISK. Continued governmental involvement or control in certain
sectors may stifle competition in certain sectors or cause adverse effects on
economic growth.

TRACKING ERROR RISK. The performance of the Fund may diverge from that of its
Underlying Index.

VALUATION RISK. The value of the securities in the Fund's portfolio may change
on days when shareholders will not be able to purchase or sell the Fund's
shares.

PERFORMANCE INFORMATION

The bar chart and table that follow show how the Fund has performed on a
calendar year basis and provide an indication of the risks of investing in the
Fund. Both assume that all dividends and distributions have been reinvested in
the Fund. Past performance (before and after taxes) does not necessarily
indicate how the Fund will perform in the future. Supplemental information
about the Fund's performance is shown under the heading TOTAL RETURN
INFORMATION in the SUPPLEMENTAL INFORMATION section of the Prospectus.


S-4                                                       [GRAPHIC APPEARS HERE]





               YEAR BY YEAR RETURNS/1/ (YEARS ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]



      
1998      18.42%
1999      12.14%
2000     -11.67%
2001     -15.94%
2002     -15.25%
2003      30.74%
2004      18.59%
2005       6.63%
2006      29.82%
2007       7.58%






----------
/1/  The Fund's total return for the nine months ended September 30, 2009 was
     ______%.

The best calendar quarter return during the periods shown above was ____% in
the ____ quarter of ____; the worst was ___% in the ___ quarter of _____.

Updated performance information is available at www.ishares.com or by calling
1-800-iShares (1-800-474-2737) (toll free).

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2008)





                                                           1 YEAR    5 YEARS    10 YEARS
                                                          --------  ---------  ---------
                                                                      
(INCEPTION DATE: 03/12/1996)
  Return Before Taxes                                          %         %          %
  Return After Taxes on Distributions(1)                       %         %          %
  Return After Taxes on Distributions and Sale of Fund
  Shares(1)                                                    %         %          %
MSCI UNITED KINGDOM INDEX (Index returns do not reflect
deductions for fees, expenses, or taxes)                       %         %          %




----------
/1/  After-tax returns in the table above are calculated using the historical
     highest individual U.S. federal marginal income tax rates and do not
     reflect the impact of state or local taxes. Actual after-tax returns depend
     on an investor's tax situation and may differ from those shown, and
     after-tax returns shown are not relevant to tax-exempt investors or
     investors who hold shares through tax-deferred arrangements, such as 401(k)
     plans or individual retirement accounts ("IRAs"). Fund returns after taxes
     on distributions and sale of Fund shares are calculated assuming that an
     investor has sufficient capital gains of the same character from other
     investments to offset any capital losses from the sale of Fund shares. As a
     result, Fund returns after taxes on distributions and sale of Fund shares
     may exceed Fund returns before taxes and/or returns after taxes on
     distributions.

MANAGEMENT

INVESTMENT ADVISER. Barclays Global Fund Advisors.

PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage, each a Portfolio Manager, are
primarily responsible for the day-to-day management of the Fund. Each Portfolio
Manager functions as a member of a portfolio manager team. Ms. Hsiung and Mr.
Savage have been Portfolio Managers of the Fund since 2008.


                                                                             S-5





PURCHASE AND SALE OF FUND SHARES

THE FUND IS AN EXCHANGE-TRADED FUND (COMMONLY REFERRED TO AS AN "ETF").
Individual Fund shares may only be purchased and sold on a national securities
exchange through a broker-dealer. The price of Fund shares is based on market
price, and because ETF shares trade at market prices rather than NAV, shares
may trade at a price greater than NAV (a premium) or less than NAV (a
discount). Only authorized participants who have entered into agreements with
the Fund's distributor, SEI Investments Distribution Co. (the "Distributor"),
may engage in creation or redemption transactions directly with the Fund. The
Fund will only issue or redeem shares that have been aggregated into blocks of
200,000 shares or multiples thereof ("Creation Units"). The Fund will issue or
redeem Creation Units in return for a basket of assets that the Fund specifies
each day.

TAX INFORMATION

The Fund intends to make distributions that may be taxable as ordinary income
or capital gains, unless you are investing through a tax-deferred arrangement
such as a 401(k) plan or an IRA. For more information regarding the tax
consequences that may be associated with investing in the Fund, please refer to
the TAXES ON DISTRIBUTIONS section of the Prospectus.


S-6                                                       [GRAPHIC APPEARS HERE]




Introduction

This Prospectus contains important information about investing in the Fund.
Please read this Prospectus carefully before you make any investment decisions.
Additional information regarding the Fund is available at www.iShares.com.


BGFA is the investment adviser to the Fund. Shares of the Fund are listed and
trade at market prices on NYSE Arca, Inc. ("NYSE Arca"). The market price for a
share of the Fund may be different from the Fund's most recent NAV per share.

The Fund is an ETF. ETFs are funds that trade like other publicly-traded
securities. The Fund is designed to track an index. Similar to shares of an
index mutual fund, each share of the Fund represents a partial ownership in an
underlying portfolio of securities intended to track a market index. Unlike
shares of a mutual fund, which can be bought and redeemed from the issuing fund
by all shareholders at a price based on NAV, shares of the Fund may be
purchased or redeemed directly from the Fund at NAV solely by Authorized
Participants. Also unlike shares of a mutual fund, shares of the Fund are
listed on a national securities exchange and trade in the secondary market at
market prices that change throughout the day.


The Fund invests in a particular segment of the securities markets and seeks to
track the performance of a securities index that generally is not
representative of the market as a whole. The Fund is designed to be used as
part of broader asset allocation strategies. Accordingly, an investment in the
Fund should not constitute a complete investment program.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, BGFA or any of its affiliates.


A Further Discussion of Principal Risks

The Fund is subject to the principal risks noted below, any of which may
adversely affect the Fund's NAV, trading price, yield, total return and ability
to meet its investment objective. You could lose all or part of your investment
in the Fund, and the Fund could underperform other investments.

ASSET CLASS RISK. The securities in the Underlying Index or the Fund's
portfolio may underperform the returns of other securities or indexes that
track other industries, groups of industries, markets, asset classes or
sectors. Various types of securities or indexes tend to experience cycles of
outperformance and underperformance in comparison to the general securities
markets.

CONCENTRATION RISK. To the extent that the Fund's portfolio reflects its
Underlying Index's concentration in the securities of companies in a particular
market, industry, group of industries, country, region, group of countries,
sector or asset class, the Fund may be adversely affected by the performance of
those securities, may be subject to increased price volatility and may be more
susceptible to adverse economic, market, political or regulatory occurrences
affecting that market, industry, group of industries, country, region, group of
countries, sector or asset class.


                                       1





CURRENCY RISK. Because the Fund's NAV is determined on the basis of the U.S.
dollar, investors may lose money if the British currency depreciates against
the U.S. dollar, even if the local currency value of the Fund's holdings in
that market increases.

EQUITY SECURITIES RISK. The Fund invests in equity securities, which are
subject to volatile changes in value that may be attributable to market
perception of a particular issuer or to general stock market fluctuations that
affect all issuers. Investments in equity securities may be more volatile than
investments in other asset classes.

ISSUER RISK. The performance of the Fund depends on the performance of
individual companies in which the Fund invests. Any issuer may perform poorly,
causing the value of its securities to decline. Poor performance may be caused
by poor management decisions, competitive pressures, changes in technology,
disruptions in supply, labor problems or shortages, corporate restructurings,
fraudulent disclosures or other factors. Issuers may, in times of distress or
at their own discretion, decide to reduce or eliminate dividends, which may
also cause their stock prices to decline.


MANAGEMENT RISK. The Fund does not fully replicate its Underlying Index and may
hold securities not included in its Underlying Index. As a result, the Fund is
subject to the risk that BGFA's investment management strategy, the
implementation of which is subject to a number of constraints, may not produce
the intended results.


MARKET RISK. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value
due to factors affecting securities markets generally or particular industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security or to factors that affect a particular industry
or industries. During a general economic downturn in the securities markets,
multiple asset classes may be negatively affected.


MARKET TRADING RISKS

ABSENCE OF ACTIVE MARKET. Although shares of the Fund are listed for trading on
one or more stock exchanges, there can be no assurance that an active trading
market for such shares will develop or be maintained.

RISKS OF SECONDARY LISTINGS. The Fund's shares may be listed or traded on U.S.
and non-U.S. stock exchanges other than the U.S. stock exchange where the
Fund's primary listing is maintained. There can be no assurance that the Fund's
shares will continue to trade on any such stock exchange or in any market or
that the Fund's shares will continue to meet the requirements for listing or
trading on any exchange or in any market. The Fund's shares may be less
actively traded in certain markets than others, and investors are subject to
the execution and settlement risks and market standards of the market where
they or their broker direct their trades for execution. Certain information
available to investors who trade Fund shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other
markets, which may result in secondary market prices in such markets being less
efficient.

SECONDARY MARKET TRADING RISKS. Shares of the Fund may trade in the secondary
market at times when the Fund does not accept orders to purchase or redeem
shares. At such times, shares may trade in the secondary market with more
significant

                                       2




premiums or discounts than might be experienced at times when the Fund accepts
purchase and redemption orders.

Secondary market trading in Fund shares may be halted by a stock exchange
because of market conditions or other reasons. In addition, trading in Fund
shares on a stock exchange or in any market may be subject to trading halts
caused by extraordinary market volatility pursuant to "circuit breaker" rules
on the exchange or market. There can be no assurance that the requirements
necessary to maintain the listing or trading of Fund shares will continue to be
met or will remain unchanged.

SHARES OF THE FUND MAY TRADE AT PRICES OTHER THAN NAV. Shares of the Fund trade
on exchanges at prices at, above or below their most recent NAV. The per share
NAV of the Fund is calculated at the end of each business day and fluctuates
with changes in the market value of the Fund's holdings since the most recent
calculation. The trading prices of the Fund's shares fluctuate continuously
throughout trading hours based on market supply and demand rather than NAV. The
trading prices of the Fund's shares may deviate significantly from NAV during
periods of market volatility. ANY OF THESE FACTORS MAY LEAD TO THE FUND'S
SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because shares can be
created and redeemed in Creation Units at NAV (unlike shares of many closed-end
funds, which frequently trade at appreciable discounts from, and sometimes at
premiums to, their NAVs), BGFA believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long-term. While the
creation/redemption feature is designed to make it likely that the Fund's
shares normally will trade on exchanges at prices close to the Fund's next
calculated NAV, exchange prices are not expected to correlate exactly with the
Fund's NAV due to timing reasons as well as market supply and demand factors.
In addition, disruptions to creations and redemptions or the existence of
extreme market volatility may result in trading prices that differ
significantly from NAV. If a shareholder purchases at a time when the market
price is at a premium to the NAV or sells at a time when the market price is at
a discount to the NAV, the shareholder may sustain losses.

COSTS OF BUYING OR SELLING FUND SHARES. Buying or selling Fund shares involves
two types of costs that apply to all securities transactions. When buying or
selling shares of the Fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In
addition, you will also incur the cost of the "spread" - that is, the
difference between what professional investors are willing to pay for Fund
shares (the "bid" price) and the price at which they are willing to sell Fund
shares (the "ask" price). Because of the costs inherent in buying or selling
Fund shares, frequent trading may detract significantly from investment results
and an investment in Fund shares may not be advisable for investors who
anticipate regularly making small investments.

NON-DIVERSIFICATION RISK. The Fund is classified as "non-diversified." This
means that the Fund may invest a large percentage of its assets in securities
issued by or representing a small number of issuers. As a result, the Fund may
be more susceptible to the risks associated with these particular issuers, or
to a single economic, political or regulatory occurrence affecting these
issuers.

                                       3





NON-U.S. SECURITIES RISKS. Investments in the securities of non-U.S. issuers
are subject to all of the risks of investing in the market of such issuers,
including market fluctuations caused by economic and political developments. As
a result of investing in non-U.S. securities, the Fund may be subject to
increased risk of loss caused by any of the factors listed below:

[]  Lower levels of liquidity and market efficiency;

[]  Greater securities price volatility;

[]  Exchange rate fluctuations and exchange controls;

[]  Less availability of public information about issuers;

[]  Limitations on foreign ownership of securities;

[]  Imposition of withholding or other taxes;

[]  Imposition of restrictions on the expatriation of the funds or other assets
    of the Fund;

[]  Higher transaction and custody costs and delays in settlement procedures;

[]  Difficulties in enforcing contractual obligations;

[]  Lower levels of regulation of the securities market;

[]  Weaker accounting, disclosure and reporting requirements; and

[]  Legal principles relating to corporate governance, directors' fiduciary
    duties and liabilities and stockholders' rights in markets in which the
    Fund invests may differ and/or may not be as extensive or protective as
    those that apply in the United States.


PASSIVE INVESTMENT RISK. The Fund is not actively managed and may be affected
by a general decline in market segments relating to its Underlying Index. The
Fund invests in securities included in, or representative of, its Underlying
Index regardless of their investment merits. BGFA does not attempt to take
defensive positions in declining markets.


RELIANCE ON TRADING PARTNERS RISK. The United Kingdom's economy is dependent on
the economies of Europe as key trading partners. Reduction in spending by these
economies on the United Kingdom's products and services or negative changes in
any of these economies may cause an adverse impact on the United Kingdom's
economy:

EUROPEAN ECONOMIC RISK. The Economic and Monetary Union of the European Union
(the "EU") requires compliance with restrictions on inflation rates, deficits,
interest rates, debt levels and fiscal and monetary controls, each of which may
significantly affect every country in Europe. Decreasing imports or exports,
changes in governmental regulations on trade, changes in the exchange rate of
the euro and recessions in EU economies may have a significant adverse effect
on the economies of EU members and their trading partners.

U.S. ECONOMIC RISK. The United States is a large trade and investment partner
of the United Kingdom. Decreasing U.S. imports, new trade regulations, changes
in the U.S. dollar exchange rates or a recession in the United States may have
an adverse impact on the United Kingdom's economy.


                                       4




STRUCTURAL RISK

GOVERNMENT CONTROL OF ECONOMY. Continued governmental involvement or control in
certain sectors may stifle competition in certain sectors or cause adverse
effects on economic growth.


TRACKING ERROR RISK. Imperfect correlation between the Fund's portfolio
securities and those in its Underlying Index, rounding of prices, changes to
the Underlying Index and regulatory requirements may cause tracking error, the
divergence of the Fund's performance from that of its Underlying Index. This
risk may be heightened during times of increased market volatility or other
unusual market conditions. Tracking error also may result because the Fund
incurs fees and expenses while its Underlying Index does not.

VALUATION RISK. Because non-U.S. exchanges may be open on days when the Fund
does not price its shares, the value of the securities in the Fund's portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund's shares.


Portfolio Holdings Information


A description of the Company's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.
The top holdings of the Fund can be found at www.iShares.com. Fund fact sheets
provide information regarding the Fund's top holdings and may be requested by
calling 1-800-iShares (1-800-474-2737).


                                       5





Management


INVESTMENT ADVISER. As investment adviser, BGFA has overall responsibility for
the general management and administration of the Company. BGFA provides an
investment program for the Fund and manages the investment of the Fund's
assets. In seeking to achieve the Fund's investment objective, BGFA uses teams
of portfolio managers, investment strategists and other investment specialists.
This team approach brings together many disciplines and leverages BGFA's
extensive resources.

Pursuant to the Investment Advisory Agreement between BGFA and the Company
(entered into on behalf of the Fund), BGFA is responsible for substantially all
expenses of the Fund, including the cost of transfer agency, custody, fund
administration, legal, audit and other services except interest expense and
taxes, brokerage expenses, future distribution fees or expenses and
extraordinary expenses.

For its investment advisory services to the Fund, BGFA is entitled to receive a
management fee from the Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of the Fund and certain other iShares
funds (iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market 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
Japan Small Cap Index Fund, iShares MSCI Malaysia Index Fund, iShares MSCI
Mexico Investable Market Index Fund, iShares MSCI Netherlands Investable Market
Index Fund, iShares MSCI Singapore Index Fund, iShares MSCI Spain Index Fund,
iShares MSCI Sweden Index Fund and iShares MSCI Switzerland Index Fund, which
are offered in separate prospectuses) as follows: 0.59% per annum of the
aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum
of the aggregate net assets over $7.0 billion, up to and including $11.0
billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion,
up to and including $24.0 billion, plus 0.44% per annum of the aggregate net
assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per
annum of the aggregate net assets in excess of $48.0 billion.


As calculated on August 31, 2009, for its investment advisory services to the
Fund, BGFA is entitled to receive a management fee from the Fund, based on a
percentage of the Fund's average daily net assets, at an annual rate of ____%.

BGFA is located at 400 Howard Street, San Francisco, CA 94105. It is a
wholly-owned subsidiary of BGI, which in turn is a majority-owned subsidiary of
Barclays Bank PLC. As of September 30, 2009, BGI and its affiliates, including
BGFA, provided investment advisory services for assets in excess of $__
trillion. BGI, BGFA, Barclays Global Investors Services, Barclays Bank PLC and
their affiliates deal, trade and invest for their own accounts in the types of
securities in which the Fund may also invest.

A discussion regarding the basis for the Company's Board of Directors' (the
"Board") approval of the Investment Advisory Agreement with BGFA is available
in the Fund's annual report for the period ended August 31.


PORTFOLIO MANAGERS. Diane Hsiung and Greg Savage (the "Portfolio Managers") are
primarily responsible for the day-to-day management of the Fund. Each Portfolio

                                       6




Manager is responsible for various functions related to portfolio management,
including, but not limited to, investing cash inflows, coordinating with
members of his or her team to focus on certain asset classes, implementing
investment strategy, researching and reviewing investment strategy and
overseeing members of his or her portfolio management team with more limited
responsibilities.


Diane Hsiung is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Ms. Hsiung has been a senior portfolio manager for BGFA and BGI since
2007 and a portfolio manager for BGFA and BGI from 2002 to 2006. Ms. Hsiung has
been a Portfolio Manager of the Fund since 2008.

Greg Savage is an employee of BGFA and BGI and, together with the other
Portfolio Manager, is primarily responsible for the day-to-day management of
the Fund. Mr. Savage has been a senior portfolio manager for BGFA and BGI since
2006 and a portfolio manager for BGFA and BGI from 2001 to 2006. Mr. Savage has
been a Portfolio Manager of the Fund since 2008.


The Fund's SAI provides additional information about the Portfolio Managers'
compensation, other accounts managed by the Portfolio Managers and the
Portfolio Managers' ownership (if any) of shares in the Fund.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust
Company ("State Street") is the administrator, custodian and transfer agent for
the Fund.

Shareholder Information

ADDITIONAL SHAREHOLDER INFORMATION, INCLUDING HOW TO BUY AND SELL SHARES OF THE
FUND, IS AVAILABLE FREE OF CHARGE BY CALLING TOLL-FREE: 1-800-ISHARES
(1-800-474-2737) OR VISITING OUR WEBSITE AT WWW.ISHARES.COM.


BUYING AND SELLING SHARES. Shares of the Fund are listed for trading on a
national securities exchange during the trading day. Shares can be bought and
sold throughout the trading day like shares of other publicly-traded companies.
The Company does not impose any minimum investment for shares of the Fund
purchased on an exchange. Buying or selling Fund shares involves two types of
costs that may apply to all securities transactions. When buying or selling
shares of the Fund through a broker, you will likely incur a brokerage
commission or other charges determined by your broker. In addition, you may
incur the cost of the "spread" - that is, any difference between the bid price
and the ask price. The commission is frequently a fixed amount and may be a
significant proportional cost for investors seeking to buy or sell small
amounts of shares. The spread varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally lower if the Fund has
a lot of trading volume and market liquidity and higher if the Fund has little
trading volume and market liquidity. The Fund's shares trade under the trading
symbol "EWU".

Shares of the Fund may be acquired or redeemed directly from the Fund only in
Creation Units or multiples thereof, as discussed in the CREATIONS AND
REDEMPTIONS section of this Prospectus. Only an Authorized Participant (as
defined in the CREATIONS AND REDEMPTIONS section) may engage in creation or
redemption transactions directly


                                       7





with the Fund. Once created, shares of the Fund generally trade in the
secondary market in amounts less than a Creation Unit.

The Board has adopted a policy of not monitoring for frequent purchases and
redemptions of Fund shares ("frequent trading") that appear to attempt to take
advantage of a potential arbitrage opportunity presented by a lag between a
change in the value of the Fund's portfolio securities after the close of the
primary markets for the Fund's portfolio securities and the reflection of that
change in the Fund's NAV ("market timing"), because the Fund sells and redeems
its shares directly through transactions that are in-kind and/or for cash with
a deadline for placing cash-related transactions no later than the close of the
primary markets for the Fund's portfolio securities. The Board has not adopted
a policy of monitoring for other frequent trading activity because shares of
the Fund are listed and traded on national securities exchanges.


The national securities exchange on which the Fund's shares are listed is open
for trading Monday through Friday and is closed on weekends and the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The Fund's primary listing exchange is NYSE Arca.

Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts
investments by registered investment companies in the securities of other
investment companies. Registered investment companies are permitted to invest
in the Fund beyond the limits set forth in Section 12(d)(1), subject to certain
terms and conditions set forth in an SEC exemptive order issued to the Company,
including that such investment companies enter into an agreement with the
Company.

BOOK ENTRY. Shares of the Fund are held in book-entry form, which means that no
stock certificates are issued. The Depository Trust Company ("DTC") or its
nominee is the record owner of all outstanding shares of the Fund and is
recognized as the owner of all shares for all purposes.

Investors owning shares of the Fund are beneficial owners as shown on the
records of DTC or its participants. DTC serves as the securities depository for
shares of the Fund. DTC participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other institutions that
directly or indirectly maintain a custodial relationship with DTC. As a
beneficial owner of shares, you are not entitled to receive physical delivery
of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right
as an owner of shares, you must rely upon the procedures of DTC and its
participants. These procedures are the same as those that apply to any other
securities that you hold in book-entry or "street name" form.

SHARE PRICES. The trading prices of the Fund's shares in the secondary market
generally differ from the Fund's daily NAV per share and are affected by market
forces such as supply and demand, economic conditions and other factors.
Information regarding the intraday value of shares of the Fund, also known as
the "indicative optimized portfolio value" ("IOPV"), is disseminated every 15
seconds throughout the trading day by the national securities exchange on which
the Fund's shares are listed

                                       8




or by market data vendors or other information providers. The IOPV is based on
the current market value of the securities and/or cash required to be deposited
in exchange for a Creation Unit. The IOPV does not necessarily reflect the
precise composition of the current portfolio of securities held by the Fund at
a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a "real-time" update of
the NAV, which is computed only once a day. The IOPV is generally determined by
using both current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the Fund. The
quotations of certain Fund holdings may not be updated during U.S. trading
hours if such holdings do not trade in the U.S. The Fund is not involved in, or
responsible for, the calculation or dissemination of the IOPV and makes no
representation or warranty as to its accuracy.


DETERMINATION OF NET ASSET VALUE. The NAV of the Fund is generally determined
once daily Monday through Friday generally as of the regularly scheduled close
of business of the New York Stock Exchange ("NYSE") (normally 4:00 p.m.,
Eastern time) on each day that the NYSE is open for trading, based on prices at
the time of closing, provided that (a) any assets or liabilities denominated in
currencies other than the U.S. dollar shall be translated into U.S. dollars at
the prevailing market rates on the date of valuation as quoted by one or more
major banks or dealers that makes a two-way market in such currencies (or a
data service provider based on quotations received from such banks or dealers)
and (b) U.S. fixed-income assets may be valued as of the announced closing time
for trading in fixed-income instruments on any day that the Securities Industry
and Financial Markets Association announces an early closing time. The NAV of
the Fund is calculated by dividing the value of the net assets of the Fund
(I.E., the value of its total assets less total liabilities) by the total
number of outstanding shares of the Fund, generally rounded to the nearest
cent.

The securities and other assets of the Fund are valued pursuant to the pricing
policy and procedures approved by the Board. The Fund is subject to a fair
value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Inputs may be based on independent
market data ("observable inputs") or they may be internally developed
("unobservable inputs"). The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:

o    Level 1 - Inputs that reflect unadjusted quoted prices in active markets
     for identical assets or liabilities that the Fund has the ability to access
     at the measurement date;

o    Level 2 - Inputs other than quoted prices included within Level 1 that are
     observable for the asset or liability either directly or indirectly,
     including quoted prices for similar assets or liabilities in active
     markets, quoted prices for identical or similar assets or liabilities in
     markets that are not considered to be active, inputs other than quoted
     prices that are observable for the asset or liability and inputs that are
     derived principally from or corroborated by observable market data by
     correlation or other means; and

o    Level 3 - Inputs that are unobservable for the asset or liability.


                                       9





The availability of observable inputs can vary from security to security and is
affected by a wide variety of factors, including, for example, the type of
security, whether the security is new and not yet established in the
marketplace, the liquidity of markets and other characteristics particular to
the security. Inputs may include price information, volatility statistics,
specific and broad credit data, liquidity statistics and other factors. To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised in determining fair
value is greatest for instruments categorized in Level 3 of the fair value
hierarchy.

The level of a value determined for a financial instrument within the fair
value hierarchy is based on the lowest level of any input that is significant
to the fair value measurement in its entirety. The categorization of a value
determined for a financial instrument within the hierarchy is based upon the
pricing transparency of the instrument and does not necessarily correspond to
the Fund's perceived risk of that instrument.


Valuing the Fund's investments using fair value pricing will result in using
prices for those investments that may differ from current market valuations.
Use of fair value prices and certain current market valuations could result in
a difference between the prices used to calculate the Fund's NAV and the prices
used by the Underlying Index, which, in turn, could result in a difference
between the Fund's performance and the performance of the Underlying Index.


The value of assets denominated in non-U.S currencies is converted into U.S.
dollars using exchange rates deemed appropriate by BGFA as investment adviser.
Use of a rate different from the rate used by the Index Provider may adversely
affect the Fund's ability to track the Underlying Index.


DIVIDENDS AND DISTRIBUTIONS

GENERAL POLICIES. Dividends from net investment income, if any, are generally
declared and paid semi-annually by the Fund. Distributions of net realized
securities gains, if any, generally are declared and paid once a year, but the
Company may make distributions on a more frequent basis for the Fund. The
Company reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable to preserve its
status as a regulated investment company ("RIC") or to avoid imposition of
income or excise taxes on undistributed income or realized gains.

Dividends and other distributions on shares of the Fund are distributed on a
PRO RATA basis to beneficial owners of such shares. Dividend payments are made
through DTC participants and indirect participants to beneficial owners then of
record with proceeds received from the Fund.

DIVIDEND REINVESTMENT SERVICE. No dividend reinvestment service is provided by
the Company. Broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by beneficial owners of the Fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker
to determine the availability and costs of the service and the details of
participation therein. Brokers may require beneficial owners to adhere to
specific procedures and timetables. If this service is available and used,
dividend distributions of both income

                                       10




and realized gains will be automatically reinvested in additional whole shares
of the Fund purchased in the secondary market.

TAXES. As with any investment, you should consider how your investment in
shares of the Fund will be taxed. The tax information in this Prospectus is
provided as general information. You should consult your own tax professional
about the tax consequences of an investment in shares of the Fund.

Unless your investment in Fund shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA, you need to be aware of the
possible tax consequences when the Fund makes distributions or you sell Fund
shares.

TAXES ON DISTRIBUTIONS. Distributions from the Fund's net investment income
(other than qualified dividend income), including distributions of income from
securities lending and distributions out of the Fund's net short-term capital
gains, if any, are taxable to you as ordinary income. Distributions by the Fund
of net long-term capital gains in excess of net short-term capital losses
(capital gain dividends) are taxable to you as long-term capital gains,
generally at a 15% tax rate (0% at certain income levels), regardless of how
long you have held the Fund's shares. Distributions by the Fund that qualify as
qualified dividend income are taxable to you at long-term capital gain rates.
The 15% and 0% tax rates expire for taxable years beginning after December 31,
2010.


Dividends will be qualified dividend income to you if they are attributable to
qualified dividend income received by the Fund. Generally, qualified dividend
income includes dividend income from taxable U.S. corporations and qualified
non-U.S. corporations, provided that the Fund satisfies certain holding period
requirements in respect of the stock of such corporations and has not hedged
its position in the stock in certain ways. For this purpose, a qualified
non-U.S. corporation means any non-U.S. corporation that is eligible for
benefits under a comprehensive income tax treaty with the United States which
includes an exchange of information program or if the stock with respect to
which the dividend was paid is readily tradable on an established United States
security market. The term excludes a corporation that is a passive foreign
investment company. Under current Internal Revenue Service guidance, the United
States has an appropriate comprehensive income tax treaty with the United
Kingdom.


Dividends received by the Fund from a real estate investment trust ("REIT") or
another RIC generally are qualified dividend income only to the extent the
dividend distributions are made out of qualified dividend income received by
such REIT or RIC. It is expected that dividends received by the Fund from a
REIT and distributed to a shareholder generally will be taxable to the
shareholder as ordinary income.

Under current law, the taxation of qualified dividend income at long-term
capital gain rates will no longer apply for taxable years beginning after
December 31, 2010.


For a dividend to be treated as qualified dividend income, the dividend must be
received with respect to a share of stock held without being hedged by the
Fund, and to a share of the Fund held without being hedged by you, for 61 days
during the 121-day period beginning at the date which is 60 days before the
date on which such share becomes ex-dividend with respect to such dividend or
in the case of certain


                                       11




preferred stock 91 days during the 181-day period beginning 90 days before such
date. In general, your distributions are subject to U.S. federal income tax for
the year when they are paid. Certain distributions paid in January, however,
may be treated as paid on December 31 of the prior year.

If the Fund's distributions exceed current and accumulated earnings and
profits, all or a portion of the distributions made in the taxable year may be
recharacterized as a return of capital to shareholders. A return of capital
distribution generally will not be taxable but will reduce the shareholder's
cost basis and result in a higher capital gain or lower capital loss when those
shares on which the distribution was received are sold.


If you are neither a resident nor a citizen of the United States or if you are
a non-U.S. entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies, provided that
withholding tax will generally not apply to any gain or income realized by a
non-U.S. shareholder in respect of any distributions of long-term capital gains
or upon the sale or other disposition of shares of the Fund.

Dividends and interest received by the Fund with respect to non-U.S. securities
may give rise to withholding and other taxes imposed by non-U.S. countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If, as is expected, more than 50% of the total assets of
the Fund at the close of a year consist of non-U.S. stocks or securities, the
Fund may "pass through" to you certain non-U.S. income taxes (including
withholding taxes) paid by the Fund. This means that you would be considered to
have received as an additional dividend your share of such non-U.S. taxes, but
you may, in such case, be entitled to either a corresponding tax deduction in
calculating your taxable income, or, subject to certain limitations, a credit
in calculating your U.S. federal income tax.


If you are a resident or a citizen of the United States, by law, back-up
withholding will apply to your distributions and proceeds if you have not
provided a taxpayer identification number or social security number and made
other required certifications.

TAXES WHEN SHARES ARE SOLD. Currently, any capital gain or loss realized upon a
sale of Fund shares is generally treated as a long-term gain or loss if the
shares have been held for more than one year. Any capital gain or loss realized
upon a sale of Fund shares held for one year or less is generally treated as
short-term gain or loss, except that any capital loss on the sale of shares
held for six months or less is treated as long-term capital loss to the extent
that capital gain dividends were paid with respect to such shares.

THE FOREGOING DISCUSSION SUMMARIZES SOME OF THE CONSEQUENCES UNDER CURRENT U.S.
FEDERAL TAX LAW OF AN INVESTMENT IN THE FUND. IT IS NOT A SUBSTITUTE FOR
PERSONAL TAX ADVICE. YOU MAY ALSO BE SUBJECT TO STATE AND LOCAL TAXATION ON
FUND DISTRIBUTIONS AND SALES OF SHARES. CONSULT YOUR PERSONAL TAX ADVISER ABOUT
THE POTENTIAL TAX CONSEQUENCES OF AN INVESTMENT IN SHARES OF THE FUND UNDER ALL
APPLICABLE TAX LAWS.


CREATIONS AND REDEMPTIONS. Prior to trading in the secondary market, shares of
the Fund are "created" at NAV by market makers, large investors and
institutions only in


                                       12





block-size Creation Units of 200,000 shares or multiples thereof. Each
"creator" or "Authorized Participant" enters into an authorized participant
agreement with the Distributor. Only an Authorized Participant may create or
redeem Creation Units directly with the Fund. A creation transaction, which is
subject to acceptance by the transfer agent, generally takes place when an
Authorized Participant deposits into the Fund a portfolio of securities
approximating the holdings of the Fund and a specified amount of cash in
exchange for a specified number of Creation Units. To the extent practicable,
the composition of such portfolio generally corresponds PRO RATA to the
holdings of the Fund.

Similarly, shares can be redeemed only in Creation Units, generally in-kind for
a portfolio of securities held by the Fund ("Fund Securities") and a specified
amount of cash. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT
REDEEMABLE BY THE FUND. The prices at which creations and redemptions occur are
based on the next calculation of NAV after an order is received in a form
described in the authorized participant agreement.

The Fund intends to comply with the U.S. federal securities laws in accepting
securities for deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the securities used to
satisfy redemption requests will be sold in transactions that would be exempt
from registration under the Securities Act of 1933, as amended (the "1933
Act"). Further, an Authorized Participant that is not a "qualified
institutional buyer," as such term is defined under Rule 144A of the 1933 Act,
will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A.


Creations and redemptions must be made through a firm that is either a member
of the Continuous Net Settlement System of the National Securities Clearing
Corporation or a DTC participant and has executed an agreement with the
Distributor with respect to creations and redemptions of Creation Unit
aggregations. Information about the procedures regarding creation and
redemption of Creation Units (including the cut-off times for receipt of
creation and redemption orders) is included in the SAI.

Because new shares may be created and issued on an ongoing basis, at any point
during the life of the Fund a "distribution," as such term is used in the 1933
Act, may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in their
being deemed participants in a distribution in a manner that could render them
statutory underwriters and subject to the prospectus delivery and liability
provisions of the 1933 Act. Any determination of whether one is an underwriter
must take into account all the relevant facts and circumstances of each
particular case.

Broker-dealers should also note that dealers who are not "underwriters" but are
participating in a distribution (as contrasted to ordinary secondary
transactions), and thus dealing with shares that are part of an "unsold
allotment" within the meaning of Section 4(3)(C) of the 1933 Act, would be
unable to take advantage of the prospectus delivery exemption provided by
Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members,
the prospectus delivery mechanism of Rule 153 under the 1933 Act is available
only with respect to transactions on a national securities exchange.

                                       13





TRANSACTION FEES. Authorized Participants are charged standard creation and
redemption transaction fees to offset transfer and other transaction costs
associated with the issuance and redemption of Creation Units. Purchasers and
redeemers of Creation Units for cash are required to pay an additional variable
charge (up to the maximum amount shown below) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fees
are set forth below. The standard creation transaction fee is charged to each
purchaser on the day such purchaser creates a Creation Unit. The standard
creation transaction fee is the same regardless of the number of Creation Units
purchased by an investor on the same day. BGFA may, from time to time, at its
own expense, compensate purchasers of Creation Units who have purchased
substantial amounts of Creation Units and other financial institutions for
administrative or marketing services. Similarly, the standard redemption
transaction fee is the same regardless of the number of Creation Units redeemed
on the same day. Creations and redemptions through DTC for cash (when cash
creations and redemptions are available or specified) are also subject to an
additional variable charge up to the maximum amount shown in the table below.
In addition, purchasers of shares in Creation Units are responsible for payment
of the costs of transferring securities to the Fund and redeemers of shares in
Creation Units are responsible for the costs of transferring securities from
the Fund. Investors who use the services of a broker or other such intermediary
may pay fees for such services.

The following table also shows, as of September 30, 2009, the approximate value
of one Creation Unit, including standard and maximum additional creation and
redemption transaction fees:





                                   STANDARD       MAXIMUM ADDITIONAL    MAXIMUM ADDITIONAL
  APPROXIMATE                     CREATION/         VARIABLE CHARGE      VARIABLE CHARGE
   VALUE OF A      CREATION       REDEMPTION              FOR                  FOR
 CREATION UNIT    UNIT SIZE    TRANSACTION FEE        CREATIONS*           REDEMPTIONS*
---------------  -----------  -----------------  --------------------  -------------------
                                                           
         $        200,000             $                 3.0%                  2.0%



-----------
* As a percentage of the amount invested.

HOUSEHOLDING. Householding is an option available to certain Fund investors.
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. Please contact your broker-dealer if you are
interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, or if you are currently enrolled
in householding and wish to change your householding status.

Distribution

The Distributor distributes Creation Units for the Fund on an agency basis. The
Distributor does not maintain a secondary market in shares of the Fund. The
Distributor has no role in determining the policies of the Fund or the
securities that are purchased or sold by the Fund. The Distributor's principal
address is One Freedom

                                       14




Valley Drive, Oaks, PA 19456.

                                       15




Financial Highlights

The financial highlights table is intended to help investors understand the
Fund's financial performance for the past five years. Certain information
reflects financial results for a single share of the Fund. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and
distributions. This information has been audited by PricewaterhouseCoopers LLP,
whose report is included, along with the Fund's financial statements, in the
Fund's Annual Report (available upon request).

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)


[TO BE UPDATED BY AMENDMENT.]


                                       16




Index Provider

MSCI is a leading provider of global indexes and benchmark related products and
services to investors worldwide. MSCI is not affiliated with the Company, BGI,
BGFA, State Street, the Distributor or any of their respective affiliates.

BGI has entered into a license agreement with the Index Provider to use the
Underlying Index. BGI sublicenses rights in the Underlying Index to the Company
at no charge.

Disclaimers

THE FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI OR ANY AFFILIATE
OF MSCI. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC
REGARDING ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF THE UNDERLYING INDEX TO TRACK GENERAL STOCK
MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS
AND TRADE NAMES OF MSCI AND OF THE UNDERLYING INDEX WHICH IS DETERMINED,
COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE COMPANY, BGI, BGFA OR THE
FUND. MSCI HAS NO OBLIGATION TO TAKE THE NEEDS OF THE BGI, BGFA OR THE OWNERS
OF THE FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE
UNDERLYING INDEX. MSCI IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUND TO BE
ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE FUND
IS REDEEMABLE FOR CASH. NEITHER MSCI NOR ANY OTHER PARTY HAS ANY OBLIGATION OR
LIABILITY TO OWNERS OF THE FUND IN CONNECTION WITH THE ADMINISTRATION,
MARKETING OR TRADING OF THE FUND.


ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER
MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE
INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE,
LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


SHARES OF THE FUND ARE NOT SPONSORED, ENDORSED OR PROMOTED BY NYSE ARCA. NYSE
ARCA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF
THE SHARES OF THE FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ABILITY OF THE
FUND TO TRACK THE TOTAL RETURN PERFORMANCE OF THE UNDERLYING INDEX OR THE
ABILITY OF THE UNDERLYING INDEX TO TRACK STOCK MARKET PERFORMANCE. NYSE ARCA IS
NOT RESPONSIBLE FOR, NOR HAS IT PARTICIPATED IN, THE DETERMINATION OF THE
COMPILATION OR THE CALCULATION OF THE UNDERLYING INDEX, NOR IN THE
DETERMINATION OF THE TIMING OF,

                                       17




PRICES OF, OR QUANTITIES OF SHARES OF THE FUND TO BE ISSUED, NOR IN THE
DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE SHARES ARE
REDEEMABLE. NYSE ARCA HAS NO OBLIGATION OR LIABILITY TO OWNERS OF THE SHARES OF
THE FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE
SHARES OF THE FUND.

NYSE ARCA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. NYSE ARCA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY ON BEHALF OF
THE FUND AS LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE
SHARES OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE SUBJECT
INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED AS
DESCRIBED HEREIN OR FOR ANY OTHER USE. NYSE ARCA MAKES NO EXPRESS OR IMPLIED
WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE UNDERLYING INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
NYSE ARCA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

BGFA DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE UNDERLYING
INDEX OR ANY DATA INCLUDED THEREIN AND BGFA SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN.

BGFA MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF SHARES OF THE FUND
OR TO ANY OTHER PERSON OR ENTITY, AS TO RESULTS TO BE OBTAINED BY THE FUND FROM
THE USE OF THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. BGFA MAKES NO
EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL BGFA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

                                       18




Supplemental Information

I. Premium/Discount Information

The table that follows presents information about the differences between the
daily market price on secondary markets for shares of the Fund and the Fund's
NAV. NAV is the price per share at which the Fund issues and redeems shares. It
is calculated in accordance with the standard formula for valuing mutual fund
shares. The price used to calculate market returns ("Market Price") of the Fund
generally is determined using the midpoint between the highest bid and the
lowest offer on the primary securities exchange on which shares of the Fund are
listed for trading, as of the time that the Fund's NAV is calculated. The
Fund's Market Price may be at, above or below its NAV. The NAV of the Fund will
fluctuate with changes in the market value of its portfolio holdings. The
Market Price of the Fund will fluctuate in accordance with changes in its NAV,
as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between
the NAV and Market Price of the Fund on a given day, generally at the time the
NAV is calculated. A premium is the amount that the Fund is trading above the
reported NAV, expressed as a percentage of the NAV. A discount is the amount
that the Fund is trading below the reported NAV, expressed as a percentage of
the NAV.


The following information shows the frequency of distributions of premiums and
discounts for the Fund for each full calendar quarter of 2008 through September
30, 2009.


EACH LINE IN THE TABLE SHOWS THE NUMBER OF TRADING DAYS IN WHICH THE FUND
TRADED WITHIN THE PREMIUM/DISCOUNT RANGE INDICATED. THE NUMBER OF TRADING DAYS
IN EACH PREMIUM/DISCOUNT RANGE IS ALSO SHOWN AS A PERCENTAGE OF THE TOTAL
NUMBER OF TRADING DAYS IN THE PERIOD COVERED BY THE TABLE. ALL DATA PRESENTED
HERE REPRESENTS PAST PERFORMANCE, WHICH CANNOT BE USED TO PREDICT FUTURE
RESULTS.




 PREMIUM/DISCOUNT

      RANGE         NUMBER OF DAYS    PERCENTAGE OF TOTAL DAYS
=================  ================  =========================
                                
Greater than 0.5%
and Less than
1.0%
BETWEEN 0.5% AND
-0.5%
Less than -0.5%
and Greater than
-1.0%
                   ----------------  -------------------------
                                                  %
                   ================  =========================



                                       19




II. Total Return Information


The tables that follow present information about the total returns of the
Fund's Underlying Index and the total returns of the Fund. The information
presented for the Fund is as of its fiscal year ended August 31, 2009.


"Average Annual Total Returns" represent the average annual change in value of
an investment over the periods indicated. "Cumulative Total Returns" represent
the total change in value of an investment over the periods indicated.

The Fund's per share NAV is the value of one share of the Fund as calculated in
accordance with the standard formula for valuing mutual fund shares. The NAV
return is based on the NAV of the Fund and the market return is based on the
Market Price of the Fund. The price used to calculate Market Price is
determined by using the midpoint between the highest bid and the lowest offer
on the primary stock exchange on which shares of the Fund are listed for
trading, as of the time that the Fund's NAV is calculated. Market and NAV
returns assume that dividends and capital gain distributions have been
reinvested in the Fund at Market Price and NAV, respectively.

An index is a statistical composite that tracks a specified financial market or
sector. Unlike the Fund, the Underlying Index does not actually hold a
portfolio of securities and therefore does not incur the expenses incurred by
the Fund. These expenses negatively impact the performance of the Fund. Also,
market returns do not include brokerage commissions that may be payable on
secondary market transactions. If brokerage commissions were included, market
returns would be lower. The returns shown in the tables below do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption or sale of Fund shares. The investment return and principal
value of shares of the Fund will vary with changes in market conditions. Shares
of the Fund may be worth more or less than their original cost when they are
redeemed or sold in the market. The Fund's past performance is no guarantee of
future results.


[TO BE UPDATED BY AMENDMENT.]


                                       20




[GRAPHIC APPEARS HERE]


Dear iShares Shareholder:

Electronic delivery is the easiest, most convenient way to receive reporting on
your iShares holdings. In addition, it's a way we can all care for our
environment. To that end, we are pleased to offer shareholder reports and
prospectuses online.

Once you have enrolled, you will no longer receive shareholder reports and
prospectuses in the mail. Instead, you will receive e-mail notifications
announcing that the shareholder report or prospectus has been posted on the
iShares website at www.iShares.com and is available to be viewed or downloaded.
                   ---------------

To sign up for electronic delivery, please follow these simple steps:

1.    Go to www.icsdelivery.com.
            -------------------

2.    From the main page, select the first letter of your brokerage firm's
      name.

3.    Select your brokerage institution from the list that follows. If your
      brokerage firm is not listed, electronic delivery may not be available.
      Please contact your brokerage firm or financial adviser.

4.    Fill out the appropriate information and provide the e-mail address where
      you would like your notifications sent.

Your information and e-mail address will be kept confidential and only used to
deliver documents to you. If at any time you are not satisfied, you can cancel
electronic delivery at www.icsdelivery.com and once again receive physical
                       -------------------
delivery of your materials. If you have any questions, please contact your
brokerage firm or financial adviser.





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                             FOR MORE INFORMATION:

                                WWW.iSHARES.COM

                         1-800-iShares (1-800-474-2737)

Copies of the Prospectus, SAI and recent shareholder reports can be found on
our website at www.iShares.com. For more information about the Fund, you may
request a copy of the SAI. The SAI provides detailed information about the Fund
and is incorporated by reference into this Prospectus. This means that the SAI,
for legal purposes, is a part of this Prospectus.

Additional information about the Fund's investments is available in the Fund's
Annual and Semi-Annual reports to shareholders. In the Fund's Annual Report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during the last fiscal year.

If you have any questions about the Company or shares of the Fund or you wish
to obtain the SAI, Semi-Annual or Annual report free of charge, please:


            
Call:          1-800-iShares
(toll free)    1-800-474-2737
               Monday through Friday
               8:30 a.m. to 6:30 p.m. (Eastern time)

E-mail:        iSharesETFs@barclaysglobal.com

Write:         c/o SEI Investments Distribution Co.
               One Freedom Valley Drive
               Oaks, PA 19456






Information about the Fund (including the SAI) can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090. Reports and other information about the Fund are available on
the EDGAR Database on the SEC's website at www.sec.gov, and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing to
the SEC's Public Reference Section, Washington, D.C. 20549-0102.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
ABOUT THE FUND AND ITS SHARES NOT CONTAINED IN THIS PROSPECTUS AND YOU SHOULD
NOT RELY ON ANY OTHER INFORMATION. READ AND KEEP THE PROSPECTUS FOR FUTURE
REFERENCE.

                   Investment Company Act File No.: 811-09102

BGI-F-EWU-____

[GRAPHIC APPEARS HERE]

[GRAPHIC APPEARS HERE]




[GRAPHIC APPEARS HERE]





THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND
MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED
HEREIN MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE IN WHICH THE OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL.

ISHARES(Reg. TM), INC.


Statement of Additional Information

Dated January 1, 2010


This combined Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the current prospectuses (the
"Prospectuses") for the following funds of iShares, Inc. (the "Company"), as
such Prospectuses may be revised or supplemented from time to time:




FUNDS                                                     TICKER   STOCK EXCHANGE
-------------------------------------------------------   ------   --------------
                                                             
iShares MSCI Australia Index Fund                           EWA       NYSE Arca
iShares MSCI Austria Investable Market Index Fund           EWO       NYSE Arca
iShares MSCI Belgium Investable Market Index Fund           EWK       NYSE Arca
iShares MSCI Brazil Index Fund                              EWZ       NYSE Arca
iShares MSCI BRIC Index Fund                                BKF       NYSE Arca
iShares MSCI Canada Index Fund                              EWC       NYSE Arca
iShares MSCI Chile Investable Market Index Fund             ECH       NYSE Arca
iShares MSCI Emerging Markets Index Fund                    EEM       NYSE Arca
iShares MSCI EMU Index Fund                                 EZU       NYSE Arca
iShares MSCI France Index Fund                              EWQ       NYSE Arca
iShares MSCI Germany Index Fund                             EWG       NYSE Arca
iShares MSCI Hong Kong Index Fund                           EWH       NYSE Arca
iShares MSCI Israel Capped Investable Market Index Fund     EIS       NYSE Arca
iShares MSCI Italy Index Fund                               EWI       NYSE Arca
iShares MSCI Japan Index Fund                               EWJ       NYSE Arca
iShares MSCI Japan Small Cap Index Fund                     SCJ       NYSE Arca
iShares MSCI Malaysia Index Fund                            EWM       NYSE Arca
iShares MSCI Mexico Investable Market Index Fund            EWW       NYSE Arca
iShares MSCI Netherlands Investable Market Index Fund       EWN       NYSE Arca
iShares MSCI Pacific ex-Japan Index Fund                    EPP       NYSE Arca
iShares MSCI Singapore Index Fund                           EWS       NYSE Arca
iShares MSCI South Africa Index Fund                        EZA       NYSE Arca
iShares MSCI South Korea Index Fund                         EWY       NYSE Arca
iShares MSCI Spain Index Fund                               EWP       NYSE Arca
iShares MSCI Sweden Index Fund                              EWD       NYSE Arca
iShares MSCI Switzerland Index Fund                         EWL       NYSE Arca
iShares MSCI Taiwan Index Fund                              EWT       NYSE Arca
iShares MSCI Thailand Investable Market Index Fund          THD       NYSE Arca
iShares MSCI Turkey Investable Market Index Fund            TUR       NYSE Arca
iShares MSCI United Kingdom Index Fund                      EWU       NYSE Arca




The Prospectuses for the various iShares funds included in this SAI are dated
January 1, 2010. Capitalized terms used herein that are not defined have the
same meaning as in the applicable Prospectus, unless otherwise noted. The
financial statements and notes contained in the Annual Reports of the Company
for the above listed funds are incorporated by reference into and are deemed to
be part of this SAI. A copy of each Prospectus and Annual Report may be
obtained without charge by writing to the Company's distributor, SEI
Investments Distribution Co. (the "Distributor"), at One Freedom Valley Drive,
Oaks, PA 19456, calling 1-800-iShares (1-800-474-2737) or visiting
WWW.ISHARES.COM.


iShares(Reg. TM) is a registered trademark of Barclays Global Investors, N.A.
("BGI").




                               TABLE OF CONTENTS




                                                                            PAGE
                                                                            ----
                                                                         
General Description of the Company and its Funds                              1
Exchange Listing and Trading                                                  2
Investment Strategies and Risks                                               3
   Diversification Status                                                     3
   Lending Portfolio Securities                                               3
   Repurchase Agreements                                                      4
   Reverse Repurchase Agreements                                              4
   Currency Transactions                                                      4
   Short-Term Instruments and Temporary Investments                           5
   Non-U.S. Securities                                                        5
   Securities of Investment Companies                                         5
   Illiquid Securities                                                        6
   Futures and Options                                                        6
   Options on Futures Contracts                                               6
   Swap Agreements                                                            7
   Tracking Stocks                                                            7
   Future Developments                                                        7
General Considerations and Risks                                              7
   Risks of Derivatives                                                       7
   Risks of Equity Securities                                                 7
   Risks of Futures and Options Transactions                                  8
   Risks of Swap Agreements                                                   8
   Risks of Investing in Non-U.S. Equity Securities                           8
   Dividend Risk                                                              9
Proxy Voting Policy                                                           9
Portfolio Holdings Information                                               10
Construction and Maintenance of the Underlying Indexes                       11
MSCI Indexes                                                                 11
Investment Limitations                                                       16
Continuous Offering                                                          21
Management                                                                   21
   Directors and Officers                                                    21
   Committees of the Board of Directors                                      26
   Remuneration of Directors                                                 27
   Control Persons and Principal Holders of Securities                       28
Investment Advisory, Administrative and Distribution Services                34



                                       i







                                                                            PAGE
                                                                            ----
                                                                         
   Investment Adviser                                                        34
   Portfolio Managers                                                        36
   Codes of Ethics                                                           40
   Administrator, Custodian and Transfer Agent                               41
   Distributor                                                               42
Brokerage Transactions                                                       44
Additional Information Concerning the Company                                46
   Capital Stock                                                             46
   Termination of the Company or a Fund                                      47
   DTC as Securities Depository for Shares of the Funds                      48
Creation and Redemption of Creation Units                                    49
   General                                                                   49
   Fund Deposit                                                              49
   Role of the Authorized Participant                                        50
   Purchase Order                                                            50
   Timing of Submission of Purchase Orders                                   51
   Acceptance of Order for Creation Unit                                     51
   Issuance of a Creation Unit                                               51
   Cash Purchase Method                                                      52
   Creation Transaction Fee                                                  52
   Redemption of Creation Units                                              53
   Redemption Transaction Fee                                                54
   Taxation on Creation and Redemptions of Creation Units                    56
   Regular Holidays                                                          57
   Redemptions                                                               60
Taxes                                                                        61
   Regulated Investment Company Qualifications                               61
   Taxation of RICs                                                          61
   Excise Tax                                                                62
   Net Capital Loss Carryforwards                                            62
   Taxation of U.S. Shareholders                                             63
   Sales of Shares                                                           64
   Back-Up Withholding                                                       65
   Sections 351 and 362                                                      65
   Taxation of Certain Derivatives                                           65
   Qualified Dividend Income                                                 65
   Corporate Dividends Received Deduction                                    66



                                       ii







                                                                            PAGE
                                                                            ----
                                                                         
   Excess Inclusion Income                                                   66
   Non-U.S. Investments                                                      66
   Passive Foreign Investment Companies                                      67
   Reporting                                                                 67
   Other Taxes                                                               67
   Taxation of Non-U.S. Shareholders                                         67
Financial Statements                                                         70
Miscellaneous Information                                                    70
   Counsel                                                                   70
   Independent Registered Public Accounting Firm                             70
   Shareholder Communications to the Board                                   70



                                       iii




General Description of the Company and its Funds


The Company currently consists of more than ___ investment series or portfolios.
The Company was organized as a Maryland corporation on August 31, 1994 and is
authorized to have multiple series or portfolios. The Company is an open-end
management investment company registered with the Securities and Exchange
Commission (the "SEC") under the Investment Company Act of 1940, as amended (the
"1940 Act"). The offering of the Company's shares is registered under the
Securities Act of 1933, as amended (the "1933 Act"). This SAI relates to the
following funds (each, a "Fund" and collectively, the "Funds"):


iShares MSCI Australia Index Fund


iShares MSCI Austria Investable Market Index Fund

iShares MSCI Belgium Investable Market Index Fund


iShares MSCI Brazil Index Fund

iShares MSCI BRIC Index Fund

iShares MSCI Canada Index Fund


iShares MSCI Chile Investable Market Index Fund


iShares MSCI Emerging Markets 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 Israel Capped Investable Market Index Fund

iShares MSCI Italy Index Fund

iShares MSCI Japan Index Fund

iShares MSCI Japan Small Cap Index Fund

iShares MSCI Malaysia Index Fund


iShares MSCI Mexico Investable Market Index Fund

iShares MSCI Netherlands Investable Market Index Fund


iShares MSCI Pacific ex-Japan Index Fund

iShares MSCI Singapore Index Fund

iShares MSCI South Africa Index Fund

iShares MSCI South Korea Index Fund

iShares MSCI Spain Index Fund

iShares MSCI Sweden Index Fund

iShares MSCI Switzerland Index Fund

                                       1




iShares MSCI Taiwan Index Fund

iShares MSCI Thailand Investable Market Index Fund

iShares MSCI Turkey Investable Market Index Fund

iShares MSCI United Kingdom Index Fund


The investment objective of each Fund is to provide investment results that
correspond generally to the price and yield performance, before fees and
expenses, of a specified benchmark index (each, an "Underlying Index")
representing publicly-traded equity securities of issuers in a particular
country, region or group of countries. Each Fund is managed by Barclays Global
Fund Advisors ("BGFA" or the "Investment Adviser"), a subsidiary of BGI.



Each Fund offers and issues shares at their net asset value per share ("NAV")
only in aggregations of a specified number of shares ("Creation Units"),
generally in exchange for a basket of equity securities included in its
Underlying Index (the "Deposit Securities"), together with the deposit of a
specified cash payment (the "Cash Component"). Shares of the Funds are listed
and trade on NYSE Arca, Inc. ("NYSE Arca" or the "Listing Exchange"). Shares
trade in the secondary market and elsewhere at market prices that may be at,
above or below NAV. Shares are redeemable only in Creation Units, and,
generally, in exchange for portfolio securities and a Cash Component. Creation
Units typically are a specified number of shares, generally ranging from 40,000
to 600,000 shares or multiples thereof.

The Company reserves the right to offer a "cash" option for creations and
redemptions of shares. Shares may be issued in advance of receipt of Deposit
Securities subject to various conditions, including a requirement to maintain
with the Company a cash deposit, equal to at least 115%, which BGFA may change
from time to time, of the market value of the omitted Deposit Securities. See
the CREATION AND REDEMPTION OF CREATION UNITS section of this SAI. Transaction
fees for cash creations or redemptions may be higher than the transaction fees
associated with in-kind creations or redemptions. In all cases, conditions and
fees will be limited in accordance with the requirements of SEC rules and
regulations applicable to management investment companies offering redeemable
securities.


Exchange Listing and Trading


A discussion of exchange listing and trading matters associated with an
investment in each Fund is contained in the SHAREHOLDER INFORMATION section of
each Fund's Prospectus. The discussion below supplements, and should be read in
conjunction with, that section of the Prospectus.

Shares of each Fund are listed for trading and trade throughout the day on the
Listing Exchange and other secondary markets. Shares of the Funds may also be
listed on certain non-U.S. exchanges. There can be no assurance that the
requirements of the Listing Exchange necessary to maintain the listing of shares
of any Fund will continue to be met. The Listing Exchange may, but is not
required to, remove the shares of a Fund from listing if (i) following the
initial 12-month period beginning upon the commencement of trading of Fund
shares, there are fewer than 50 beneficial owners of shares of the Fund for 30
or more consecutive trading days, (ii) the value of the Underlying Index on
which a Fund is based is no longer calculated or available, (iii) the
"indicative optimized portfolio value" ("IOPV") of a Fund is no longer
calculated or available or (iv) any other event shall occur or condition shall
exist that, in the opinion of the Listing Exchange, makes further dealings on
the Listing Exchange inadvisable. The Listing Exchange will also remove shares
of a Fund from listing and trading upon termination of the Fund.


As in the case of other publicly-traded securities, when you buy or sell shares
through a broker you will incur a brokerage commission determined by that
broker.

In order to provide additional information regarding the indicative value of
shares of the Funds, the Listing Exchange or a market data vendor disseminates
every 15 seconds through the facilities of the Consolidated Tape Association or
other widely disseminated means an updated IOPV for the Funds as calculated by
an information provider or market data vendor. The Company is not involved in
or responsible for any aspect of the calculation or dissemination of the IOPVs
and makes no representation or warranty as to the accuracy of the IOPVs.

An IOPV has an equity securities component and a cash component. The equity
securities values included in an IOPV are the values of the Deposit Securities
for a Fund. While the IOPV reflects the current market value of the Deposit
Securities required

                                       2





to be deposited in connection with the purchase of a Creation Unit, it does not
necessarily reflect the precise composition of the current portfolio of
securities held by the Fund at a particular point in time because the current
portfolio of the Fund may include securities that are not a part of the current
Deposit Securities. Therefore, a Fund's IOPV disseminated during the Listing
Exchange trading hours should not be viewed as a real-time update of the Fund's
NAV, which is calculated only once a day.


The cash component included in an IOPV consists of estimated accrued interest,
dividends and other income, less expenses. If applicable, each IOPV also
reflects changes in currency exchange rates between the U.S. dollar and the
applicable currency.

The Company reserves the right to adjust the share prices of Funds in the
future to maintain convenient trading ranges for investors. Any adjustments
would be accomplished through stock splits or reverse stock splits, which would
have no effect on the net assets of the Funds.

Investment Strategies and Risks

Each Fund seeks to achieve its objective by investing primarily in securities
issued by issuers that comprise its relevant Underlying Index and through
transactions that provide substantially similar exposure to securities in the
Underlying Index. Each Fund operates as an index fund and will not be actively
managed. Adverse performance of a security in each Fund's portfolio will
ordinarily not result in the elimination of the security from a Fund's
portfolio.

Each Fund engages in representative sampling, which is investing in a sample of
securities selected by BGFA to have a collective investment profile similar to
that of the Underlying Index. Securities selected have aggregate investment
characteristics (based on market capitalization and industry weightings),
fundamental characteristics (such as return variability, earnings valuation and
yield) and liquidity measures similar to those of the Underlying Index. Funds
that use representative sampling generally do not hold all of the securities
that are in the relevant Underlying Index.


DIVERSIFICATION STATUS.  Each Fund is classified as "non-diversified." A
non-diversified fund is a fund that is not limited by the 1940 Act with regard
to the percentage of its assets that may be invested in the securities of a
single issuer. The securities of a particular issuer (or securities of issuers
in particular industries) may dominate the underlying index of such a fund and,
consequently, the fund's investment portfolio. This may adversely affect the
fund's performance or subject the fund's shares to greater price volatility
than that experienced by more diversified investment companies.

Each Fund intends to maintain the required level of diversification and
otherwise conduct its operations so as to qualify as a Regulated Investment
Company ("RIC") for purposes of the U.S. Internal Revenue Code of 1986, as
amended (the "IRC"), and to relieve the Fund of any liability for U.S. federal
income tax to the extent that its earnings are distributed to shareholders,
provided that the Fund satisfies a minimum distribution requirement. Compliance
with the diversification requirements of the IRC may limit the investment
flexibility of the Funds and may make it less likely that such Funds will meet
their investment objective.


LENDING PORTFOLIO SECURITIES.  Each Fund may lend portfolio securities to
certain creditworthy borrowers, including borrowers affiliated with BGFA. The
borrowers provide collateral that is maintained in an amount at least equal to
the current market value of the securities loaned. No securities loan shall be
made on behalf of a Fund if, as a result, the aggregate value of all securities
loans of the particular Fund exceeds one-third of the value of such Fund's
total assets (including the value of the collateral received). A Fund may
terminate a loan at any time and obtain the return of the securities loaned.
Each Fund receives the value of any interest or cash or non-cash distributions
paid on the loaned securities.

With respect to loans that are collateralized by cash, the borrower will be
entitled to receive a fee based on the amount of cash collateral. The Funds are
compensated by the difference between the amount earned on the reinvestment of
cash collateral and the fee paid to the borrower. In the case of collateral
other than cash, a Fund is compensated by a fee paid by the borrower equal to a
percentage of the market value of the loaned securities. Any cash collateral
may be reinvested in certain short-term instruments either directly on behalf
of each lending Fund or through one or more joint accounts or money market
funds, including those advised by BGFA; such reinvestments are subject to
investment risk.

Securities lending involves exposure to certain risks, including operational
risk (I.E., the risk of losses resulting from problems in the settlement and
accounting process), "gap" risk (I.E., the risk of a mismatch between the
return on cash collateral reinvestments and the fees each Fund has agreed to
pay a borrower), and credit, legal, counterparty and market risk. In the

                                       3




event a borrower does not return a Fund's securities as agreed, the Fund may
experience losses if the proceeds received from liquidating the collateral does
not at least equal the value of the loaned security at the time the collateral
is liquidated plus the transaction costs incurred in purchasing replacement
securities.

Each Fund pays a portion of the interest or fees earned from securities lending
to a borrower as described above and to a securities lending agent who
administers the lending program in accordance with guidelines approved by the
Company's Board of Directors (the "Board" or the "Directors"). To the extent
that the Funds engage in securities lending, BGI acts as securities lending
agent for the Funds subject to the overall supervision of BGFA. BGI receives a
portion of the revenues generated by securities lending activities as
compensation for its services.

REPURCHASE AGREEMENTS.  Each Fund may enter into repurchase agreements with
certain counterparties. Repurchase agreements involve an agreement to purchase
financial instruments and to resell those instruments back to the same
counterparty at an agreed-upon date and price, which price reflects a rate of
interest unrelated to a coupon rate or maturity of the purchased instruments.
The value of the instruments purchased may be more or less than the price at
which the counterparty has agreed to repurchase them. As protection against the
risk that the counterparty will not fulfill its obligation, the instruments are
marked-to-market daily and are maintained at a value at least equal to the sale
price plus the accrued incremental amount. Delays or losses could result if the
counterparty to the repurchase agreement defaults or becomes insolvent. The
Funds will engage in repurchase agreements only with counterparties whose
creditworthiness has been reviewed and found satisfactory by BGFA.

REVERSE REPURCHASE AGREEMENTS.  Each Fund may enter into reverse repurchase
agreements, which involve the sale of securities with an agreement to
repurchase the securities at an agreed-upon price, date and interest payment
and have the characteristics of borrowing. Generally the effect of such
transactions is that the Fund can recover all or most of the cash invested in
the portfolio securities involved during the term of the reverse repurchase
agreement, while in many cases the Fund is able to keep some of the interest
income associated with those securities. Such transactions are advantageous
only if the Fund has an opportunity to earn a rate of interest on the cash
derived from these transactions that is greater than the interest cost of
obtaining the same amount of cash. Opportunities to realize earnings from the
use of the proceeds equal to or greater than the interest required to be paid
may not always be available and each Fund intends to use the reverse repurchase
technique only when BGFA believes it will be advantageous to the Fund. The use
of reverse repurchase agreements may exaggerate any interim increase or
decrease in the value of each Fund's assets. The Fund's exposure to reverse
repurchase agreements will be covered by assets having a value equal to or
greater than such commitments. Each Fund maintains liquid assets in connection
with reverse repurchase agreements. Under the 1940 Act, reverse repurchase
agreements are considered borrowings.


CURRENCY TRANSACTIONS.  The Funds do not expect to engage in currency
transactions for the purpose of hedging against declines in the value of the
Funds' assets that are denominated in a non-U.S. currency. A Fund may enter
into non-U.S. currency forward and non-U.S. currency futures contracts to
facilitate local securities settlements or to protect against currency exposure
in connection with its distributions to shareholders, but may not enter into
such contracts for speculative purposes.

A forward currency contract is an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. A currency futures contract is a contract involving an obligation to
deliver or acquire the specified amount of a specific currency, at a specified
price and at a specified future time. Currency futures contracts may be settled
on a net cash payment basis rather than by the sale and delivery of the
underlying currency. To the extent required by law, liquid assets committed to
futures contracts will be maintained.

Foreign exchange transactions involve a significant degree of risk and the
markets in which foreign exchange transactions are effected are highly
volatile, highly specialized and highly technical. Significant changes,
including changes in liquidity and prices, can occur in such markets within
very short periods of time, often within minutes. Foreign exchange trading
risks include, but are not limited to, exchange rate risk, counterparty risk,
maturity gap, interest rate risk, and potential interference by foreign
governments through regulation of local exchange markets, foreign investment or
particular transactions in non-U.S. currency. If BGFA utilizes foreign exchange
transactions at an inappropriate time or judges market conditions, trends or
correlations incorrectly, foreign exchange transactions may not serve their
intended purpose of improving the correlation of a Fund's return with the
performance of the Underlying Index and may lower the Fund's return. The Fund
could experience losses if the value of its currency forwards, options and
futures positions were poorly correlated with its other investments or


                                        4





if it could not close out its positions because of an illiquid market. In
addition, each Fund could incur transaction costs, including trading
commissions, in connection with certain non-U.S. currency transactions.


SHORT-TERM INSTRUMENTS AND TEMPORARY INVESTMENTS.  Each Fund may invest in
short-term instruments, including money market instruments, on an ongoing basis
to provide liquidity or for other reasons. Money market instruments are
generally short-term investments that may include but are not limited to: (i)
shares of money market funds (including those advised by BGFA); (ii)
obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities (including government-sponsored enterprises); (iii)
negotiable certificates of deposit ("CDs"), bankers' acceptances, fixed-time
deposits and other obligations of U.S. and non-U.S. banks (including non-U.S.
branches) and similar institutions; (iv) commercial paper rated, at the date of
purchase, "Prime-1" by Moody's(Reg. TM) Investors Service, Inc. or "A-1" by
Standard & Poor's(Reg. TM) Rating Service, a division of The McGraw-Hill
Companies, Inc. ("S&P(Reg. TM)"), or if unrated, of comparable quality as
determined by BGFA; (v) non-convertible corporate debt securities (E.G., bonds
and debentures) with remaining maturities at the date of purchase of not more
than 397 days and that satisfy the rating requirements set forth in Rule 2a-7
under the 1940 Act; (vi) repurchase agreements; and (vii) short-term U.S.
dollar-denominated obligations of non-U.S. banks (including U.S. branches)
that, in the opinion of BGFA, are of comparable quality to obligations of U.S.
banks which may be purchased by a Fund. Any of these instruments may be
purchased on a current or  forward-settled basis. Time deposits are
non-negotiable deposits maintained in banking institutions for specified
periods of time at stated interest rates. Bankers' acceptances are time drafts
drawn on commercial banks by borrowers, usually in connection with
international transactions.


NON-U.S. SECURITIES.  Each Fund intends to purchase publicly-traded common
stocks of non-U.S. issuers. To the extent a Fund invests in stocks of non-U.S.
issuers, certain of the Funds' investments in such stocks may be in the form of
American Depositary Receipts ("ADRs"), Global Depositary Receipts ("GDRs"),
Non-Voting Depositary Receipts ("NVDRs") and European Depositary Receipts
("EDRs") (collectively, "Depositary Receipts"). Depositary Receipts are
receipts, typically issued by a bank or trust issuer, which evidence ownership
of underlying securities issued by a non-U.S. issuer. For ADRs, the depository
is typically a U.S. financial institution and the underlying securities are
issued by a non-U.S. issuer. For other forms of Depositary Receipts, the
depository may be a non-U.S. or a U.S. entity, and the underlying securities
may be issued by a non-U.S. or a U.S. issuer. Depositary Receipts are not
necessarily denominated in the same currency as their underlying securities.
Generally, ADRs, issued in registered form, are designed for use in the U.S.
securities markets, and EDRs, issued in bearer form, are designed for use in
European securities markets. NVDRs are designed for use in the Thai securities
market. GDRs are tradable both in the United States and in Europe and are
designed for use throughout the world.


The Funds will not invest in any unlisted Depositary Receipt or any Depositary
Receipt that BGFA deems illiquid at the time of purchase or for which pricing
information is not readily available. In general, Depositary Receipts must be
sponsored but a Fund may invest in unsponsored Depositary Receipts under
certain limited circumstances. The issuers of unsponsored Depositary Receipts
are not obligated to disclose material information in the United States.
Therefore there may be less information available regarding such issuers and
there may be no correlation between available information and the market value
of the Depositary Receipts.


Investing in the securities of non-U.S. issuers involves special risks and
considerations not typically associated with investing in U.S. issuers. These
include differences in accounting, auditing and financial reporting standards,
the possibility of expropriation or confiscatory taxation, adverse changes in
investment or exchange control regulations, political instability which could
affect U.S. investments in non-U.S. countries, and potential restrictions on
the flow of international capital. Non-U.S. issuers may be subject to less
governmental regulation than U.S. issuers. Moreover, individual non-U.S.
economies may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross domestic product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payment positions.


SECURITIES OF INVESTMENT COMPANIES.  Each Fund may invest in the securities of
other investment companies (including money market funds) and real estate
investment trusts ("REITs") to the extent allowed by law. Pursuant to the 1940
Act, a Fund's investment in investment companies is limited to, subject to
certain exceptions: (i) 3% of the total outstanding voting stock of any one
investment company; (ii) 5% of the Fund's total assets with respect to any one
investment company and (iii) 10% of the Fund's total assets with respect to
investment companies in the aggregate. To the extent allowed by law or
regulation, each Fund may invest its assets in the securities of investment
companies that are money market funds, including those advised by BGFA or
otherwise affiliated with BGFA, in excess of the limits discussed above. The
iShares MSCI Emerging Markets Index Fund, in order to improve its portfolio
liquidity and its ability to track the MSCI Emerging Markets Index, may invest
up to 10% of its assets in shares of other iShares Funds that invest in
securities in the MSCI Emerging Markets Index. BGFA will not charge advisory
fees on that portion of the iShares MSCI Emerging Market Index Fund's assets
invested in

                                       5




shares of other iShares Funds. Other investment companies in which a Fund
invests can be expected to incur fees and expenses for operations, such as
investment advisory and administration fees, that would be in addition to those
incurred by the Fund.

ILLIQUID SECURITIES.  Each Fund may invest up to an aggregate amount of 15% of
its net assets in illiquid securities (calculated at the time of investment).
Illiquid securities include securities subject to contractual or other
restrictions on resale and other instruments that lack readily available
markets.


FUTURES AND OPTIONS.  Each Fund may enter into futures contracts and options.
These futures contracts and options will be used to simulate investment in the
respective Underlying Index, to facilitate trading or to reduce transaction
costs. Each Fund will enter into futures contracts and options that are traded
on a U.S. or non-U.S. exchange. No Fund will use futures or options for
speculative purposes. Each Fund intends to use futures and options in
accordance with Rule 4.5 of the Commodity Exchange Act ("CEA"). The Company, on
behalf of each Fund, has claimed an exclusion from the definition of the term
"commodity pool operator" in accordance with Rule 4.5 so that each Fund is not
subject to registration or regulation as a commodity pool operator under the
CEA.

Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of a specific instrument or index at a
specified future time and at a specified price. Each Fund may enter into
futures contracts to purchase securities indexes when BGFA anticipates
purchasing the underlying securities and believes prices will rise before the
purchase will be made. To the extent required by law, liquid assets committed
to futures contracts will be maintained.


A call option gives a holder the right to purchase a specific security at a
specified price ("exercise price") within a specified period of time. A put
option gives a holder the right to sell a specific security at a specified
exercise price within a specified period of time. The initial purchaser of a
call option pays the "writer" a premium, which is paid at the time of purchase
and is retained by the writer whether or not such option is exercised. Each
Fund may purchase put options to hedge its portfolio against the risk of a
decline in the market value of securities held and may purchase call options to
hedge against an increase in the price of securities it is committed to
purchase. Each Fund may write put and call options along with a long position
in options to increase its ability to hedge against a change in the market
value of the securities it holds or is committed to purchase. Investments in
futures contracts and other investments that contain leverage may require each
Fund to maintain liquid assets. Generally, each Fund maintains an amount of
liquid assets equal to its obligations relative to the position involved,
adjusted daily on a marked-to-market basis. With respect to futures contracts
that are contractually required to "cash-settle," each Fund maintains liquid
assets in an amount at least equal to each Fund's daily marked-to-market
obligation (I.E., each Fund's daily net liability, if any), rather than the
contracts' notional value (I.E., the value of the underlying asset). By
maintaining assets equal to its net obligation under cash-settled futures
contracts, the Fund may employ leverage to a greater extent than if each Fund
set aside assets equal to the futures contracts' full notional value. Each Fund
bases its asset maintenance policies on methods permitted by the staff of the
SEC and may modify these policies in the future to comply with any changes in
the guidance articulated from time to time by the SEC or its staff.


OPTIONS ON FUTURES CONTRACTS.  An option on a futures contract, as contrasted
with the direct investment in such a contract, gives the purchaser the right,
in return for the premium paid, to assume a position in the underlying futures
contract at a specified exercise price at any time prior to the expiration date
of the option. Upon exercise of an option, the delivery of the futures position
by the writer of the option to the holder of the option will be accompanied by
delivery of the accumulated balance in the writer's futures margin account that
represents the amount by which the market price of the futures contract exceeds
(in the case of a call) or is less than (in the case of a put) the exercise
price of the option on the futures contract. The potential for loss related to
the purchase of an option on a futures contract is limited to the premium paid
for the option plus transaction costs. Because the value of the option is fixed
at the point of sale, there are no daily cash payments by the purchaser to
reflect changes in the value of the underlying contract; however, the value of
the option changes daily and that change would be reflected in the NAV of each
Fund. The potential for loss related to writing call options is unlimited. The
potential for loss related to writing put options is limited to the agreed upon
price per share, also known as the strike price, less the premium received from
writing the put.


Each Fund may purchase and write put and call options on futures contracts that
are traded on an exchange as a hedge against changes in value of its portfolio
securities, or in anticipation of the purchase of securities, and may enter
into closing transactions with respect to such options to terminate existing
positions. There is no guarantee that such closing transactions can be
effected.

                                       6




Upon entering into a futures contract, a Fund will be required to deposit with
the broker an amount of cash or cash equivalents known as "initial margin,"
which is in the nature of a performance bond or good faith deposit on the
contract and is returned to each Fund upon termination of the futures contract,
assuming all contractual obligations have been satisfied. Subsequent payments,
known as "variation margin," to and from the broker will be made daily as the
price of the index underlying the futures contract fluctuates, making the long
and short positions in the futures contract more or less valuable, a process
known as "marking-to-market." At any time prior to the expiration of a futures
contract, each Fund may elect to close the position by taking an opposite
position, which will operate to terminate a Fund's existing position in the
contract.

SWAP AGREEMENTS. Swap agreements are contracts between parties in which one
party agrees to make periodic payments to the other party based on the change
in market value or level of a specified rate, index or asset. In return, the
other party agrees to make periodic payments to the first party based on the
return of a different specified rate, index or asset. Swap agreements will
usually be performed on a net basis, with each Fund receiving or paying only
the net amount of the two payments. The net amount of the excess, if any, of a
Fund's obligations over its entitlements with respect to each swap is accrued
on a daily basis and an amount of liquid assets having an aggregate value at
least equal to the accrued excess will be maintained by each Fund.

The use of interest-rate and index swaps is a highly specialized activity that
involves investment techniques and risks different from those associated with
ordinary portfolio security transactions. These transactions generally do not
involve the delivery of securities or other underlying assets or principal.

TRACKING STOCKS.  A tracking stock is a separate class of common stock whose
value is linked to a specific business unit or operating division within a
larger company and which is designed to "track" the performance of such
business unit or division. The tracking stock may pay dividends to shareholders
independent of the parent company. The parent company, rather than the business
unit or division, generally is the issuer of tracking stock. However, holders
of the tracking stock may not have the same rights as holders of the company's
common stock.


FUTURE DEVELOPMENTS.  The Board may, in the future, authorize each Fund to
invest in securities contracts and investments other than those listed in this
SAI and in the Prospectus, provided they are consistent with each Fund's
investment objective and do not violate any investment restrictions or
policies.


General Considerations and Risks


A discussion of some of the risks associated with an investment in a Fund is
contained in the Prospectus.


An investment in a Fund should be made with an understanding that the value of
a Fund's portfolio securities may fluctuate in accordance with changes in the
financial condition of the issuers of the portfolio securities, the value of
stocks in general, and other factors that affect the market.

RISKS OF DERIVATIVES.  A derivative is a financial contract, the value of which
depends on, or is derived from, the value of an underlying asset such as a
security or an index. A Fund may invest in stock index futures contracts and
other derivatives. Compared to conventional securities, derivatives can be more
sensitive to changes in interest rates or to sudden fluctuations in market
prices and thus the Fund's losses may be greater if it invests in derivatives
than if it invests only in conventional securities.


RISKS OF EQUITY SECURITIES. An investment in a Fund should be made with an
understanding of the risks inherent in an investment in equity securities,
including the risk that the financial condition of issuers may become impaired
or that the general condition of the stock market may deteriorate (either of
which may cause a decrease in the value of the portfolio securities and thus in
the value of shares of a Fund). Common stocks are susceptible to general stock
market fluctuations and to volatile increases and decreases in value as market
confidence and perceptions of their issuers change. These investor perceptions
are based on various and unpredictable factors, including expectations regarding
government, economic, monetary and fiscal policies, inflation and interest
rates, economic expansion or contraction, and global or regional political,
economic or banking crises. Holders of common stocks incur more risks than
holders of preferred stocks and debt obligations because common stockholders
generally have rights to receive payments from stock issuers inferior to the
rights of creditors, or holders of debt obligations or preferred stocks.
Further, unlike debt securities, which typically have a stated principal amount
payable at maturity (the value of which, however, is subject to market
fluctuations prior to maturity), or


                                       7




preferred stocks, which typically have a liquidation preference and which may
have stated optional or mandatory redemption provisions, common stocks have
neither a fixed principal amount nor a maturity.


Although most of the securities in each Underlying Index are listed on a
national securities exchange, the principal trading market for some may be in
the over-the-counter market. The existence of a liquid trading market for
certain securities may depend on whether dealers will make a market in such
securities. There can be no assurance that a market will be made or maintained
or that any such market will be or remain liquid. The price at which securities
may be sold and the value of a Fund's shares will be adversely affected if
trading markets for a Fund's portfolio securities are limited or absent, or if
bid/ask spreads are wide.


RISKS OF FUTURES AND OPTIONS TRANSACTIONS. There are several risks accompanying
the utilization of futures contracts and options on futures contracts. First, a
position in futures contracts and options on futures contracts may be closed
only on the exchange on which the contract was made (or a linked exchange).
While each Fund plans to utilize futures contracts only if an active market
exists for such contracts, there is no guarantee that a liquid market will exist
for the contract at a specified time. Furthermore, because, by definition,
futures contracts project price levels in the future and not current levels of
valuation, market circumstances may result in a discrepancy between the price of
the stock index future and the movement in the Underlying Index. In the event of
adverse price movements, a Fund would continue to be required to make daily cash
payments to maintain its required margin. In such situations, if a Fund has
insufficient cash, it may have to sell portfolio securities to meet daily margin
requirements at a time when it may be disadvantageous to do so. In addition, a
Fund may be required to deliver the instruments underlying the future contracts
it has sold.

The risk of loss in trading futures contracts or uncovered call options in some
strategies (E.G., selling uncovered stock index futures contracts) is
potentially unlimited. The Funds do not plan to use futures and options
contracts in this way. The risk of a futures position may still be large as
traditionally measured due to the low margin deposits required. In many cases, a
relatively small price movement in a futures contract may result in immediate
and substantial loss or gain to the investor relative to the size of a required
margin deposit. The Funds, however, intend to utilize futures and options
contracts in a manner designed to limit their risk exposure to levels comparable
to a direct investment in the types of stocks in which they invest.

Utilization of futures and options on futures by a Fund involves the risk of
imperfect or even negative correlation to the Underlying Index if the index
underlying the futures contract differs from the Underlying Index. There is
also the risk of loss by a Fund of margin deposits in the event of bankruptcy
of a broker with whom a Fund has an open position in the futures contract or
option. The purchase of put or call options will be based upon predictions by
BGFA as to anticipated trends, which predictions could prove to be incorrect.


Because the futures market generally imposes less burdensome margin
requirements than the securities market, an increased amount of participation
by speculators in the futures market could result in price fluctuations.
Certain financial futures exchanges limit the amount of fluctuation permitted
in futures contract prices during a single trading day. The daily limit
establishes the maximum amount by which the price of a futures contract may
vary either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type of
contract, no trades may be made on that day at a price beyond that limit. It is
possible that futures contract prices could move to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of futures positions and subjecting each Fund to substantial
losses. In the event of adverse price movements, each Fund would be required to
make daily cash payments of variation margin.


RISKS OF SWAP AGREEMENTS. The risk of loss with respect to swaps generally is
limited to the net amount of payments that a Fund is contractually obligated to
make. Swap agreements are subject to the risk that the swap counterparty will
default on its obligations. If such a default occurs, a Fund will have
contractual remedies pursuant to the agreements related to the transaction.
However, such remedies may be subject to bankruptcy and insolvency laws which
could affect such Fund's rights as a creditor (E.G., a Fund may not receive the
net amount of payments that it contractually is entitled to receive).

RISKS OF INVESTING IN NON-U.S. EQUITY SECURITIES. An investment in a Fund
involves risks similar to those of investing in a broad-based portfolio of
equity securities traded on foreign exchanges. These risks include market
fluctuations caused by such factors as economic and political developments,
changes in interest rates and perceived trends in stock prices. Investing in
securities issued by issuers domiciled in countries other than the domicile of
the investor and denominated in currencies other than an investor's local
currency entails certain considerations and risks not typically encountered by
the investor in making investments in its home country and in that country's
currency. These considerations include favorable or

                                       8




unfavorable changes in interest rates, currency exchange rates, exchange control
regulations and the costs that may be incurred in connection with conversions
between various currencies. Investing in a Fund also involves certain risks and
considerations not typically associated with investing in a fund whose portfolio
contains exclusively securities of U.S. issuers. These risks include generally
less liquid and less efficient securities markets; generally greater price
volatility; less publicly available information about issuers; the imposition of
withholding or other taxes; the imposition of restrictions on the expatriation
of funds or other assets of the Fund; higher transaction and custody costs;
delays and risks attendant in settlement procedures; difficulties in enforcing
contractual obligations; lower liquidity and significantly smaller market
capitalization; different accounting and disclosure standards; lower levels of
regulation of the securities markets; more substantial government interference
with the economy; higher rates of inflation; greater social, economic, and
political uncertainty; the risk of nationalization or expropriation of assets;
and the risk of war.

DIVIDEND RISK.  There is no guarantee that the issuer of the stocks held by a
Fund will declare dividends in the future or that if declared, they will either
remain at current levels or increase over time.

Proxy Voting Policy

The Company has adopted, as its proxy voting policies for each Fund, the proxy
voting guidelines of BGFA, the investment adviser to each Fund. The Company has
delegated to BGFA the responsibility for voting proxies on the portfolio
securities held by each Fund. The remainder of this section discusses each
Fund's proxy voting guidelines and BGFA's role in implementing such guidelines.

BGFA votes (or refrains from voting) proxies for each Fund in a manner that
BGFA, in the exercise of its independent business judgment, concludes is in the
best economic interests of such Fund. In some cases, BGFA may determine that it
is in the best economic interests of a Fund to refrain from exercising the
Fund's proxy voting rights (such as, for example, proxies on certain non-U.S.
securities that might impose costly or time-consuming in-person voting
requirements). With regard to the relationship between securities lending and
proxy voting, BGFA's approach is also driven by our clients' economic
interests. The evaluation of the economic desirability of recalling loans
involves balancing the revenue-producing value of loans against the likely
economic value of casting votes. Based on our evaluation of this relationship,
we believe that the likely economic value of casting a vote generally is less
than the securities lending income, either because the votes will not have
significant economic consequences or because the outcome of the vote would not
be affected by BGFA recalling loaned securities in order to ensure they are
voted. Periodically, BGFA analyzes the process and benefits of voting proxies
for securities on loan, and will consider whether any modification of its proxy
voting policies or procedures are necessary in light of any regulatory changes.
BGFA will normally vote on specific proxy issues in accordance with its proxy
voting guidelines. BGFA's proxy voting guidelines provide detailed guidance as
to how to vote proxies on certain important or commonly raised issues. BGFA
may, in the exercise of its business judgment, conclude that the proxy voting
guidelines do not cover the specific matter upon which a proxy vote is
requested, or that an exception to the proxy voting guidelines would be in the
best economic interests of a Fund. BGFA votes (or refrains from voting) proxies
without regard to the relationship of the issuer of the proxy (or any
shareholder of such issuer) to a Fund, a Fund's affiliates (if any), BGFA or
BGFA's affiliates, or the Distributor or the Distributor's affiliates. When
voting proxies, BGFA attempts to encourage issuers to follow practices that
enhance shareholder value and increase transparency and allow the market to
place a proper value on their assets. With respect to certain specific issues:

      o  Each Fund generally supports the board's nominees in the election of
         directors and generally supports proposals that strengthen the
         independence of boards of directors;

      o  Each Fund generally does not support proposals on social issues that
         lack a demonstrable economic benefit to the issuer and the Fund
         investing in such issuer; and

      o  Each Fund generally votes against anti-takeover proposals and
         proposals that would create additional barriers or costs to corporate
         transactions that are likely to deliver a premium to shareholders.

BGFA maintains institutional policies and procedures that are designed to
prevent any relationship between the issuer of the proxy (or any shareholder of
the issuer) and a Fund, a Fund's affiliates (if any), BGFA or BGFA's affiliates
(if any) or the Distributor or the Distributor's affiliates, from having undue
influence on BGFA's proxy voting activity. In certain instances, BGFA may
determine to engage an independent fiduciary to vote proxies as a further
safeguard against potential conflicts of interest or as otherwise required by
applicable law. The independent fiduciary may either vote such proxies or
provide BGFA

                                       9




with instructions as to how to vote such proxies. In the latter case, BGFA
votes the proxy in accordance with the independent fiduciary's determination.


Information with respect to how BGFA voted proxies relating to the Funds'
portfolio securities during the 12-month period ended June 30 is available: (i)
without charge, upon request, by calling 1-800-iShares (1-800-474-2737) or
through the Funds' website at WWW.ISHARES.COM; and (ii) on the SEC's website at
WWW.SEC.GOV.


Portfolio Holdings Information

The Board has adopted a policy regarding the disclosure of the Funds' portfolio
holdings information that requires that such information be disclosed in a
manner that: (i) is consistent with applicable legal requirements and in the
best interests of each Fund's respective shareholders; (ii) does not put the
interests of BGFA, the Distributor or any affiliated person of BGFA or the
Distributor, above those of Fund shareholders; (iii) does not advantage any
current or prospective Fund shareholders over any other current or prospective
Fund shareholders, except to the extent that certain Entities (as described
below) may receive portfolio holdings information not available to other current
or prospective Fund shareholders in connection with the dissemination of
information necessary for transactions in Creation Units, as contemplated by the
iShares Exemptive Orders and as discussed below and (iv) does not provide
selective access to portfolio holdings information except pursuant to the
procedures outlined below and to the extent appropriate confidentiality
arrangements limiting the use of such information are in effect. The "Entities"
referred to in sub-section (iii) above are generally limited to National
Securities Clearing Corporation ("NSCC") members and subscribers to various
fee-based subscription services, including those large institutional investors
(known as "Authorized Participants") that have been authorized by the
Distributor to purchase and redeem large blocks of shares pursuant to legal
requirements, including exemptive orders granted by the SEC pursuant to which
the Funds offer and redeem their shares ("iShares Exemptive Orders") and other
institutional market participants and entities that provide information
services.

Each business day, each Fund's portfolio holdings information is provided to the
Distributor or other agent for dissemination through the facilities of the NSCC
and/or other fee-based subscription services to NSCC members and/or subscribers
to those other fee-based subscription services, including Authorized
Participants, and to entities that publish and/or analyze such information in
connection with the process of purchasing or redeeming Creation Units or trading
shares of Funds in the secondary market. This information typically reflects
each Fund's anticipated holdings on the following business day.

Daily access to information concerning the Funds' portfolio holdings is
permitted (i) to certain personnel of those service providers that are involved
in portfolio management and providing administrative, operational, risk
management, or other support to portfolio management, including affiliated
broker-dealers and Authorized Participants, and (ii) to other personnel of the
Investment Adviser and the Distributor, administrator, custodian and fund
accountant who deal directly with or assist in, functions related to investment
management, distribution, administration, custody and fund accounting, as may be
necessary to conduct business in the ordinary course in a manner consistent with
the iShares Exemptive Orders, agreements with the Funds and the terms of the
Funds' current registration statements. In addition, each Fund discloses its
portfolio holdings and the percentages they represent of the Fund's net assets
at least monthly, and as often as each day the Fund is open for business, at
WWW.ISHARES.COM. More information about this disclosure is available at
WWW.ISHARES.COM.

Portfolio holdings information made available in connection with the
creation/redemption process may be provided to other entities that provide
services to the Funds in the ordinary course of business after it has been
disseminated to the NSCC. From time to time, information concerning portfolio
holdings other than portfolio holdings information made available in connection
with the creation/redemption process, as discussed above, may be provided to
other entities that provide services to the Funds, including rating or ranking
organizations, in the ordinary course of business, no earlier than one business
day following the date of the information.

Each Fund discloses its complete portfolio holdings schedule in public filings
with the SEC within 70 days after the end of each fiscal quarter and will
provide that information to shareholders as required by federal securities laws
and regulations thereunder. A Fund may, however, voluntarily disclose all or
part of its portfolio holdings other than in connection with the
creation/redemption process, as discussed above, in advance of required filings
with the SEC, provided that such information is made generally available to all
shareholders and other interested parties in a manner that is consistent with
the above policy for disclosure of portfolio holdings information. Such
information may be made available through a publicly-available website or other
means that make the information available to all likely interested parties
contemporaneously.

                                       10




The Company's Chief Compliance Officer may authorize disclosure of portfolio
holdings information pursuant to the above policy and procedures.

The Board reviews the policy and procedures for disclosure of portfolio
holdings information at least annually.

Construction and Maintenance of the Underlying Indexes

Descriptions of the Underlying Indexes are provided below.

MSCI Indexes


The MSCI indexes were founded in 1969 by Capital International S.A. as the
first international performance benchmarks constructed to facilitate accurate
comparison of world equity markets. The MSCI single country standard equity
indexes have covered the world's developed markets since 1969 and in 1987 MSCI
commenced coverage of emerging markets.


Local stock exchanges traditionally calculated their own indexes which were
generally not comparable with one another due to differences in the
representation of the local market, mathematical formulas, base dates and
methods of adjusting for capital changes. MSCI, however, applies the same
calculation methodology to all markets for all single country standard equity
indexes, developed and emerging.

MSCI's Global Investable Market Indexes (the "MSCI GIMI") provide exhaustive
coverage and non-overlapping market capitalization size segmentation.


o  MSCI Global Standard Indexes cover all investable large and mid cap
   securities by including approximately 85% of each market's free
   float-adjusted market capitalization.

o  MSCI Global Small Cap Indexes provide coverage to all companies with a market
   capitalization below that of the companies in the enhanced MSCI Global
   Standard Indexes by targeting up to 99% coverage of the free-float adjusted
   market capitalization in each market.


MSCI GLOBAL INVESTABLE MARKET INDEXES


WEIGHTING. All single-country indexes of the MSCI GIMI are free-float weighted,
I.E., companies are included in the indexes at weights determined according to
the value of their free public float (free float multiplied by security price).
MSCI defines "free float" as total shares excluding shares held by strategic
investors and shares subject to foreign ownership restrictions. Indexes of the
MSCI GIMI generally seek to include 99% of the free float-adjusted market
capitalization of a single country's stock market.


REGIONAL WEIGHTS. Market capitalization weighting, combined with a consistent
target of 99% of free float-adjusted market capitalization, helps ensure that
each country's weight in regional and international indexes approximates its
weight in the total universe of developing and emerging markets. A market is
equivalent to a single country except in the developed markets of Europe, where
all markets are aggregated into a single market for index construction
purposes. Individual country indices of the European developed markets are
derived from the constituents of the MSCI GIMI Europe Index.

SELECTION CRITERIA. MSCI's index construction process involves: (i) defining
the equity universe; (ii) determining the market investable equity universe for
each market; (iii) determining market capitalization size segments for each
market; and (iv) applying index continuity rules for the standard index.


DEFINING THE EQUITY UNIVERSE. MSCI begins with securities listed in countries
in the MSCI Global Index Series. Of these countries, 23 are classified as
developed markets and 23 as emerging markets. All listed equity securities and
listed securities that exhibit characteristics of equity securities, except
mutual funds, exchange traded funds, equity derivatives, limited partnerships
and most investment trusts, are eligible for inclusion in the equity universe.
REITs in some countries and certain income trusts in Canada are also eligible
for inclusion. Each company and its securities (I.E., share classes) are
classified in only one country, which allows for a distinctive sorting of each
company by its respective country.


                                       11




DETERMINING THE EQUITY UNIVERSE IN EACH MARKET. The equity universe in any
market is derived by applying investability screens to individual companies and
securities in the equity universe of that market. Some investability
requirements are applied at the individual security level and some at the
overall company level, represented by the aggregation of individual securities
of the company. As a result, the inclusion or exclusion of one security does not
imply the automatic inclusion or exclusion of other securities of the same
company.

DETERMINING MARKET CAPITALIZATION SIZE SEGMENTS FOR EACH MARKET. In each market
MSCI creates an Investable Market Index, Standard Index, Large Cap Index, Mid
Cap Index and Small Cap Index. In order to create size components that can be
meaningfully aggregated into composites, individual market size segments
balance the following two objectives:


o  Achieving global size integrity by ensuring that companies of comparable and
   relevant sizes are included in a given size segment across all markets in a
   composite index; and

o  Achieving consistent market coverage by ensuring that each market's size
   segment is represented in its proportional weight in the composite universe.

INDEX CONTINUITY RULES FOR THE STANDARD INDEX. In order to achieve index
continuity as well as provide some basic level of diversification within a
market index, notwithstanding the effect of other index construction rules
contained herein, a minimum number of five constituents will be maintained for
a developed market Standard Index and a minimum number of three constituents
will be maintained for an emerging market Standard Index.


FREE FLOAT. MSCI defines the free float of a security as the proportion of
shares outstanding that are deemed to be available for purchase in the public
equity markets by international investors. In practice, limitations on free
float available to international investors include: (i) strategic and other
shareholdings not considered part of available free float; and (ii) limits on
share ownership for foreigners.

Under MSCI's free float-adjustment methodology, a constituent's inclusion
factor is equal to its estimated free float rounded-up to the closest 5% for
constituents with free float equal to or exceeding 15%. For example, a
constituent security with a free float of 23.2% will be included in the index
at 25% of its market capitalization. For securities with a free float of less
than 15% that are included on an exceptional basis, the estimated free float is
adjusted to the nearest 1%.

PRICE AND EXCHANGE RATES

PRICES. The prices used to calculate all MSCI indexes are the official exchange
closing prices or those figures accepted as such. MSCI reserves the right to
use an alternative pricing source on any given day.


EXCHANGE RATES. MSCI currently uses the foreign exchange rates published by WM
Reuters at 4:00 p.m., London time. MSCI uses WM Reuters rates for all developed
and emerging markets. Exchange rates are taken daily at 4:00 p.m., London time
by the WM Company and are sourced whenever possible from multi-contributor
quotes on Reuters. Representative rates are selected for each currency based on
a number of "snapshots" of the latest contributed quotations taken from the
Reuters service at short intervals around 4:00 p.m. WM Reuters provides closing
bid and offer rates. MSCI uses these rates to calculate the mid-point up to 15
decimal places.


MSCI continues to monitor exchange rates independently and may, under
exceptional circumstances, elect to use an alternative exchange rate if the WM
Reuters rate is believed not to be representative for a given currency on a
particular day.

CHANGES TO THE INDEXES. The MSCI indexes are maintained with the objective of
reflecting, on a timely basis, the evolution of the underlying equity markets.
In maintaining the MSCI indexes, emphasis is also placed on continuity,
replicability and minimizing turnover in the indexes. Maintaining the MSCI
indexes involves many aspects, including (i) additions to, and deletions from,
the indexes; (ii) changes in number of shares; and (iii) changes in inclusion
factors as a result of updated free float estimates.

Index maintenance can be described by three broad categories of changes:


o  Semi-Annual Index Reviews (SAIRs), conducted on a fixed semi-annual timetable
   that systematically re-assess the various dimensions of the equity universe
   for all countries;

o  Quarterly Index Reviews (QIRs), aimed at promptly reflecting other
   significant market events; and

o  Ongoing event-related changes, such as mergers and acquisitions, which
   generally are implemented in the indexes as they occur.


                                       12





Potential changes in the status of countries (stand-alone, emerging and
developed) are normally implemented in one or more phases at the regular
semi-annual index review and quarterly index review dates.

The MSCI conducts semi-annual index reviews for all the MSCI single country
international equity indexes as of the close of the last business day of
November and May. During the semi-annual reviews MSCI updates country indexes
based on a fully refreshed equity universe. MSCI also conducts two quarterly
index reviews on two dates throughout the year: as of the close of the last
business day of February and August. During the quarterly index review MSCI
updates country indexes to reflect changes in each country market that were not
reflected at the time of their occurrence, and that are significant enough to
be included before the next semi-annual review. Any single country indexes may
be impacted at the quarterly index review. MSCI Index additions and deletions
due to quarterly index rebalancing are generally announced at least two weeks
in advance.


MSCI AUSTRALIA INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION. The MSCI Australia Index consists of stocks traded primarily
on the Australian Stock Exchange. As of September 30, 2009, the Underlying
Index's three largest industries by component weighting were ____, _____ and
_____.


MSCI AUSTRIA INVESTABLE MARKET INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Austria Investable Market Index consists of stocks
traded primarily on the Vienna Stock Exchange. As of September 30, 2009, the
Underlying Index's three largest industries by component weighting were ____,
_____ and _____.


MSCI BELGIUM INVESTABLE MARKET INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Belgium Investable Market Index consists of stocks
traded primarily on the Brussels Stock Exchange. As of September 30, 2009, the
Underlying Index's three largest industries by component weighting were ____,
_____ and _____.


MSCI BRAZIL INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Brazil Index consists of stocks traded primarily
on the BM&FBOVESPA. As of September 30, 2009, the Underlying Index's three
largest industries by component weighting were ____, _____ and _____.


MSCI BRIC INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI BRIC Index is a free float-adjusted market
capitalization index that is designed to measure the combined equity market
performance in Brazil, Russia, India and China ("BRIC") and consists of stocks
traded primarily on the BM&FBOVESPA, Russian Trading System Stock Exchange,
Moscow Interbank Currency Exchange, National Stock Exchange of India, Shanghai
Stock Exchange, Shenzen Stock Exchange and the Stock Exchange of Hong Kong. As
of September 30, 2009, the Underlying Index's three largest industries by
component weighting were ____, _____ and _____.


                                       13





MSCI CANADA INDEX

NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Canada Index consists of stocks traded primarily
on the Toronto Stock Exchange. As of September 30, 2009 the Underlying Index's
three largest industries by component weighting were ____, _____ and _____.


MSCI CHILE INVESTABLE MARKET INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Chile Investable Market Index consists of stocks
traded primarily on the Santiago Stock Exchange. As of September 30, 2009, the
Underlying Index's three largest industries by component weighting were ____,
_____ and _____.


MSCI EMERGING MARKETS INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION. The MSCI Emerging Markets Index is designed to measure equity
market performance in the global emerging markets. As of September 30, 2009, the
Underlying Index consisted of the following 20 emerging market country indexes:
Argentina, Brazil, Chile, China, Colombia, the Czech Republic, Egypt, Hong Kong,
Hungary, India, Indonesia, Israel, Malaysia, Mexico, Peru, the Philippines,
Russia, South Korea, Thailand and Turkey and the Underlying Index's three
largest industries by component weighting were ____, _____ and _____.


MSCI EMU INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION. The MSCI EMU Index consists of stocks from the following 11
markets: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, the
Netherlands, Portugal and Spain. As of September 30, 2009, the Underlying
Index's three largest industries by component weighting were ____, _____ and
_____.


MSCI FRANCE INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI France Index consists of stocks traded primarily
on the Paris Stock Exchange. As of September 30, 2009, the Underlying Index's
three largest industries by component weighting were ____, _____ and _____.


MSCI GERMANY INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION. The MSCI Germany Index consists of stocks traded primarily on
the Frankfurt Stock Exchange. As of September 30, 2009, the Underlying Index's
three largest industries by component weighting were ____, _____ and _____.


MSCI HONG KONG INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION. The MSCI Hong Kong Index consists of stocks traded primarily
on the Stock Exchange of Hong Kong Limited (SEHK). As of September 30, 2009, the
Underlying Index's three largest industries by component weighting were ____,
_____ and _____.


MSCI ISRAEL CAPPED INVESTABLE MARKET INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Israel Capped Investable Market Index consists of
stocks traded primarily on the Tel Aviv Stock Exchange. As of September 30,
2009, the Underlying Index's three largest industries by component weighting
were ____, _____ and _____.


MSCI ITALY INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Italy Index consists of stocks traded primarily on
the Milan Stock Exchange. As of September 30, 2009, the Underlying Index's
three largest industries by component weighting were ____, _____ and _____.


MSCI JAPAN INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Japan Index consists of stocks traded primarily on
the Tokyo Stock Exchange. As of September 30, 2009, the Underlying Index's
three largest industries by component weighting were ____, _____ and _____.


                                       14




MSCI JAPAN SMALL CAP INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Japan Small Cap Index targets 40% of the eligible
small cap universe within each industry group in the MSCI Japan Index, which
consists of stocks traded primarily on the Tokyo Stock Exchange. As of
September 30, 2009, the Underlying Index's three largest industries by
component weighting were ____, _____ and _____.


MSCI KOREA INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Korea Index consists of stocks traded primarily on
the Stock Market Division of the Korea Exchange. As of September 30, 2009, the
Underlying Index's three largest industries by component weighting were ____,
_____ and _____.


MSCI MALAYSIA INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION. The MSCI Malaysia Index consists of stocks traded primarily
on the Kuala Lumpur Stock Exchange. As of September 30, 2009, the Underlying
Index's three largest industries by component weighting were ____, _____ and
_____.


MSCI MEXICO INVESTABLE MARKET INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Mexico Investable Market Index consists of stocks
traded primarily on the Mexican Stock Exchange. As of September 30, 2009, the
Underlying Index's three largest industries by component weighting were ____,
_____ and _____.


MSCI NETHERLANDS INVESTABLE MARKET INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Netherlands Investable Market Index consists of
stocks traded primarily on the Amsterdam Stock Exchange. As of September 30,
2009, the Underlying Index's three largest industries by component weighting
were ____, _____ and _____.


MSCI PACIFIC EX-JAPAN INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Pacific ex-Japan Index is designed to measure
equity market performance in the Australia, Hong Kong, New Zealand and
Singapore equity markets. As of September 30, 2009, the Underlying Index's
three largest industries by component weighting were ____, _____ and _____.


MSCI SINGAPORE INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Singapore Index consists of stocks traded
primarily on the Singapore Stock Exchange. As of September 30, 2009, the
Underlying Index's three largest industries by component weighting were ____,
_____ and _____.


MSCI SOUTH AFRICA INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI South Africa Index consists of stocks traded
primarily on the Johannesburg Stock Exchange. As of September 30, 2009, the
Underlying Index's three largest industries by component weighting were ____,
_____ and _____.


MSCI SPAIN INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Spain Index consists of stocks traded primarily on
the Madrid Stock Exchange. As of September 30, 2009, the Underlying Index's
three largest industries by component weighting were ____, _____ and _____.


                                       15





MSCI SWEDEN INDEX

NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION. The MSCI Sweden Index consists of stocks traded primarily on
the Stockholm Stock Exchange. As of September 30, 2009, the Underlying Index's
three largest industries by component weighting were ____, _____ and _____.


MSCI SWITZERLAND INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Switzerland Index consists of stocks traded
primarily on the Zurich Stock Exchange. As of September 30, 2009, the
Underlying Index's three largest industries by component weighting were ____,
_____ and _____.


MSCI TAIWAN INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Taiwan Index consists of stocks traded primarily
on the Taiwan Stock Exchange. As of September 30, 2009, the Underlying Index's
three largest industries by component weighting were ____, _____ and _____.


MSCI THAILAND INVESTABLE MARKET INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ____
----------------------------------------
INDEX DESCRIPTION.  The MSCI Thailand Investable Market Index consists of
stocks traded primarily on the Stock Exchange of Thailand. As of September 30,
2009, the Underlying Index's three largest industries by component weighting
were ____, _____ and _____.


MSCI TURKEY INVESTABLE MARKET INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI Turkey Investable Market Index consists of stocks
traded primarily on the Istanbul Stock Exchange (ISE). As of September 30,
2009, the Underlying Index's three largest industries by component weighting
were ____, _____ and _____.


MSCI UNITED KINGDOM INDEX


NUMBER OF COMPONENTS: APPROXIMATELY ___
---------------------------------------
INDEX DESCRIPTION.  The MSCI United Kingdom Index consists of stocks traded
primarily on the London Stock Exchange. As of September 30, 2009, the
Underlying Index's three largest industries by component weighting were ____,
_____ and _____.


ADDITIONAL INFORMATION. MSCI, Morgan Stanley Capital International and MSCI
Index are service marks of Morgan Stanley Capital International and have been
licensed for use by BGI. The Funds are not sponsored, endorsed, sold or
promoted by Morgan Stanley Capital International. Nor does Morgan Stanley
Capital International make any representation regarding the advisability of
investing in any of the Funds.

Investment Limitations


The Board has adopted as fundamental policies the investment objectives of the
iShares MSCI Australia Index Fund, iShares MSCI Brazil 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
Japan Index Fund, iShares MSCI Malaysia Index Fund, iShares MSCI Pacific
ex-Japan Index Fund, iShares MSCI Singapore Index Fund, iShares MSCI South Korea
Index Fund, iShares Spain Index Fund, iShares Switzerland Index Fund, iShares
Taiwan Index Fund, and iShares United Kingdom Index Fund. The investment
objective and Underlying Index of each of the Funds cannot be changed without
the approval of the holders of a majority of such Fund's outstanding voting
securities. However, the Board has adopted as non-fundamental policies the
investment objectives of all other Funds discussed in this SAI. Therefore, each
of these Funds may change its investment objective and its Underlying Index
without a shareholder vote.


The Board has adopted as fundamental policies for each Fund set forth below
investment restrictions numbered 1 through 9 below.

The restrictions for such Fund cannot be changed without the approval of the
holders of a majority of that Fund's outstanding voting securities. A vote of a
majority of the outstanding voting securities is defined in the 1940 Act as the
lesser of (a) 67% or more of the voting securities present at a fund meeting,
if the holders of more than 50% of the outstanding voting securities are
present or represented by proxy, and (b) more than 50% of outstanding voting
securities.

                                       16




THE ISHARES MSCI AUSTRALIA INDEX FUND, ISHARES MSCI BRAZIL INDEX FUND, ISHARES
MSCI CANADA INDEX FUND, ISHARES MSCI GERMANY INDEX FUND, ISHARES MSCI HONG KONG
INDEX FUND, ISHARES MSCI MALAYSIA INDEX FUND, ISHARES MSCI NETHERLANDS
INVESTABLE MARKET INDEX FUND, ISHARES MSCI PACIFIC EX-JAPAN INDEX FUND, ISHARES
MSCI SINGAPORE INDEX FUND, ISHARES MSCI SOUTH AFRICA INDEX FUND, ISHARES MSCI
SOUTH KOREA INDEX FUND, ISHARES SWITZERLAND INDEX FUND AND ISHARES TAIWAN INDEX
FUND, WILL NOT:

1. Lend any funds or other assets except through the purchase of all or a
   portion of an issue of securities or obligations of the type in which it is
   permitted to invest (including participation interests in such securities or
   obligations) and except that a Fund may lend its portfolio securities in an
   amount not to exceed 33 1/3% of the value of its total assets;

2. Issue senior securities or borrow money, except borrowings from banks for
   temporary or emergency purposes in an amount up to 33 1/3% of the value of
   the Fund's total assets (including the amount borrowed), valued at the lesser
   of cost or market, less liabilities (not including the amount borrowed)
   valued at the time the borrowing is made, and the Fund will not purchase
   securities while borrowings in excess of 5% of the Fund's total assets are
   outstanding, provided, that for purposes of this restriction, short-term
   credits necessary for the clearance of transactions are not considered
   borrowings;

3. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to
   secure permitted borrowings. (The deposit of underlying securities and other
   assets in escrow and collateral arrangements with respect to initial or
   variation margin for currency transactions and futures contracts will not be
   deemed to be pledges of the Fund's assets);

4. Purchase a security (other than obligations of the U.S. government, its
   agencies or instrumentalities) if as a result 25% or more of its total assets
   would be invested in a single issuer. (This restriction applies to each of
   the iShares MSCI Singapore Index Fund and iShares MSCI South Korea Index Fund
   only);

5. Purchase, hold or deal in real estate, or oil, gas or mineral interests or
   leases, but a Fund may purchase and sell securities that are issued by
   companies that invest or deal in such assets;

6. Act as an underwriter of securities of other issuers, except to the extent
   the Fund may be deemed an underwriter in connection with the sale of
   securities in its portfolio;

7. Purchase securities on margin, except for such short-term credits as are
   necessary for the clearance of transactions, except that a Fund may make
   margin deposits in connection with transactions in currencies, options,
   futures and options on futures;

8. Sell securities short; or

9. Invest in commodities or commodity contracts, except that a Fund may buy and
   sell currencies and forward contracts with respect thereto, and may transact
   in futures contracts on securities, stock indices and currencies and options
   on such futures contracts and make margin deposits in connection with such
   contracts.

                                       17




The Board has adopted as fundamental policies for each Fund set forth below
investment restrictions numbered 1 through 8 below.

The restrictions for such Fund cannot be changed without the approval of the
holders of a majority of that Fund's outstanding voting securities. A vote of a
majority of the outstanding voting securities is defined in the 1940 Act as the
lesser of (a) 67% or more of the voting securities present at a fund meeting,
if the holders of more than 50% of the outstanding voting securities are
present or represented by proxy, and (b) more than 50% of outstanding voting
securities.

THE ISHARES MSCI AUSTRIA INVESTABLE MARKET INDEX FUND, ISHARES MSCI BELGIUM
INVESTABLE MARKET INDEX FUND, ISHARES MSCI EMERGING MARKETS INDEX FUND, ISHARES
MSCI EMU INDEX FUND, ISHARES MSCI FRANCE INDEX FUND, ISHARES MSCI ITALY INDEX
FUND, ISHARES MSCI JAPAN INDEX FUND, ISHARES MSCI MEXICO INVESTABLE MARKET
INDEX FUND, ISHARES MSCI SPAIN INDEX FUND, ISHARES MSCI SWEDEN INDEX FUND AND
ISHARES MSCI UNITED KINGDOM INDEX FUND WILL NOT:

1. Make loans, except as permitted under the 1940 Act, as amended, and as
   interpreted, modified or otherwise permitted by regulatory authority having
   jurisdiction, from time to time;

2. Issue any senior security, except as permitted under the 1940 Act, as
   amended, and as interpreted, modified or otherwise permitted by regulatory
   authority having jurisdiction, from time to time;

3. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to
   secure permitted borrowings. (The deposit of underlying securities and other
   assets in escrow and collateral arrangements with respect to initial or
   variation margin for currency transactions and futures contracts will not be
   deemed to be pledges of the Fund's assets);

4. Purchase, hold or deal in real estate, or oil, gas or mineral interests or
   leases, but a Fund may purchase and sell securities that are issued by
   companies that invest or deal in such assets;

5. Act as an underwriter of securities of other issuers, except to the extent
   the Fund may be deemed an underwriter in connection with the sale of
   securities in its portfolio;

6. Purchase securities on margin, except for such short-term credits as are
   necessary for the clearance of transactions, except that a Fund may make
   margin deposits in connection with transactions in currencies, options,
   futures and options on futures;

7. Sell securities short; or

8. Invest in commodities or commodity contracts, except that a Fund may buy and
   sell currencies and forward contracts with respect thereto, and may transact
   in futures contracts on securities, stock indices and currencies and options
   on such futures contracts and make margin deposits in connection with such
   contracts.

The Board has adopted as fundamental policies for each Fund set forth below
investment restrictions numbered 1 through 6 below.

The restrictions for such Fund cannot be changed without the approval of the
holders of a majority of that Fund's outstanding voting securities. A vote of a
majority of the outstanding voting securities is defined in the 1940 Act as the
lesser of (a) 67% or more of the voting securities present at a fund meeting,
if the holders of more than 50% of the outstanding voting securities are
present or represented by proxy, and (b) more than 50% of outstanding voting
securities.

THE ISHARES MSCI BRIC INDEX FUND, ISHARES MSCI CHILE INVESTABLE MARKET INDEX
FUND, ISHARES MSCI ISRAEL CAPPED INVESTABLE MARKET INDEX FUND, ISHARES MSCI
JAPAN SMALL CAP INDEX FUND, ISHARES MSCI THAILAND INVESTABLE MARKET INDEX FUND
AND ISHARES MSCI TURKEY INVESTABLE MARKET INDEX FUND WILL NOT:

1. Concentrate its investments (I.E., invest 25% or more of its total assets in
   the securities of a particular industry or group of industries), except that
   a Fund will concentrate to approximately the same extent that its Underlying
   Index concentrates in the securities of such particular industry or group of
   industries. For purposes of this limitation, securities of the U.S.
   government (including its agencies and instrumentalities), repurchase
   agreements collateralized by U.S. government securities, and securities of
   state or municipal governments and their political subadvisors are not
   considered to be issued by members of any industry;

2. Borrow money, except that (i) each Fund may borrow from banks for temporary
   or emergency (not leveraging)

                                       18




   purposes, including the meeting of redemption requests which might otherwise
   require the untimely disposition of securities, and (ii) each Fund may, to
   the extent consistent with its investment policies, enter into repurchase
   agreements, reverse repurchase agreements, forward roll transactions and
   similar investment strategies and techniques; To the extent that it engages
   in transactions described in (i) and (ii), each Fund will be limited so that
   no more than 33 1/3% of the value of its total assets (including the amount
   borrowed) is derived from such transactions. Any borrowings which come to
   exceed this amount will be reduced in accordance with applicable law;

3. Issue any senior security, except as permitted under the 1940 Act, as
   amended, and as interpreted, modified or otherwise permitted by regulatory
   authority having jurisdiction, from time to time;

4. Make loans, except as permitted under the 1940 Act, as interpreted, modified
   or otherwise permitted by regulatory authority having jurisdiction, from time
   to time;

5. Purchase or sell real estate unless acquired as a result of ownership of
   securities or other investments (but this restriction shall not prevent each
   Fund from investing in securities of companies engaged in the real estate
   business or securities or other instruments backed by real estate or
   mortgages), or commodities or commodity contracts (but this restriction shall
   not prevent each Fund from trading in futures contracts and options on
   futures contracts, including options on currencies to the extent consistent
   with each Fund's investment objectives and policies); or

6. Engage in the business of underwriting securities issued by other persons,
   except to the extent that each Fund may technically be deemed to be an
   underwriter under the 1933 Act, the disposing of portfolio securities.

INDUSTRY CONCENTRATION. Each of the iShares MSCI Singapore Index Fund and
iShares MSCI South Korea Index Fund has the following concentration policy:
With respect to the two most heavily weighted industries or groups of
industries in its benchmark MSCI Index, a Fund will invest in securities
(consistent with its investment objective and other investment policies) so
that the weighting of each such industry or group of industries in the Fund
does not diverge by more than 10% from the respective weighting of such
industry or group of industries in its benchmark MSCI Index. An exception to
this policy is that if investment in the stock of a single issuer would account
for more than 25% of the Fund, the Fund will invest less than 25% of its net
assets in such stock and will reallocate the excess to stock(s) in the same
industry or group of industries, and/or to stock(s) in another industry or
group of industries, in its benchmark MSCI Index. Each Fund will evaluate these
industry weightings at least weekly, and at the time of evaluation will adjust
its portfolio composition to the extent necessary to maintain compliance with
the above policy. A Fund may not concentrate its investments except as
discussed above. The Board has adopted this policy as fundamental, which means
that it may not be changed with respect to a Fund without the approval of the
holders of a majority of that Fund's outstanding voting securities.


As of September 30, 2009, the following Fund was concentrated (that is,
invested 25% or more of its total assets) in the specified industry:





FUND   INDUSTRY OR INDUSTRIES
----   ----------------------
     
[ ]     [ ]




Each of the iShares MSCI Australia Index Fund, iShares MSCI Austria Investable
Market Index Fund, iShares MSCI Belgium Investable Market Index Fund, iShares
MSCI Brazil Index Fund, iShares MSCI BRIC Index Fund, iShares MSCI Canada Index
Fund, iShares MSCI Chile Investable Market Index Fund, iShares MSCI Emerging
Markets 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 Israel Capped Investable Market Index Fund, iShares MSCI Italy
Index Fund, iShares MSCI Japan Index Fund, iShares MSCI Japan Small Cap Index
Fund, iShares MSCI Malaysia Index Fund, iShares MSCI Mexico Investable Market
Index Fund, iShares MSCI Netherlands Investable Market Index Fund, iShares MSCI
Pacific ex-Japan Index Fund, iShares MSCI South Africa Index Fund, iShares MSCI
Spain Index Fund, iShares MSCI Sweden Index Fund, iShares MSCI Switzerland
Index Fund, iShares MSCI Taiwan Index Fund, iShares MSCI Thailand Investable
Market Index Fund, iShares MSCI Turkey Investable Market Index Fund and iShares
MSCI United Kingdom Index Fund will not concentrate its investments (I.E., hold
25% or more of its total assets in the stocks of a particular industry or group
of industries), except that, to the extent practicable, the Fund will
concentrate to approximately the same extent that its benchmark MSCI Index
concentrates in the stocks of such particular industry or group of industries,
provided that the Fund will comply with the diversification requirements of the
IRC applicable to RICs, any underlying Treasury regulations or any successor
provision.


                                       19





As of September 30, 2009, each of the following Funds was concentrated (that
is, held 25% or more of its total assets) in the specified industries:





FUND   INDUSTRY OR INDUSTRIES
----   ----------------------
     



IN ADDITION TO THE INVESTMENT LIMITATIONS ADOPTED AS FUNDAMENTAL AS SET FORTH
ABOVE, EACH FUND OBSERVES THE FOLLOWING RESTRICTIONS, WHICH MAY BE CHANGED BY
THE BOARD WITHOUT A SHAREHOLDER VOTE. A FUND WILL NOT:

1. Invest in the securities of a company for the purpose of exercising
   management or control, or in any event purchase and hold more than 10% of the
   securities of a single issuer, provided that the Company may vote the
   investment securities owned by each Fund in accordance with its views; or

2. Hold illiquid assets in excess of 15% of its net assets. An illiquid asset is
   any asset which may not be sold or disposed of in the ordinary course of
   business within seven days at approximately the value at which the Fund has
   valued the investment.

FOR PURPOSES OF THE PERCENTAGE LIMITATION ON each FUND'S INVESTMENTS IN
ILLIQUID SECURITIES, FOREIGN EQUITY SECURITIES, THOUGH NOT REGISTERED UNDER THE
1933 ACT, ARE NOT DEEMED ILLIQUID WITH RESPECT TO each FUND IF THEY ARE
OTHERWISE READILY MARKETABLE. SUCH SECURITIES ORDINARILY ARE CONSIDERED TO BE
"READILY MARKETABLE" IF THEY ARE TRADED ON AN EXCHANGE OR OTHER ORGANIZED
MARKET AND ARE NOT LEGALLY RESTRICTED FROM SALE BY THE FUND. BGFA MONITORS THE
LIQUIDITY OF RESTRICTED SECURITIES IN each FUND'S PORTFOLIO. IN REACHING
LIQUIDITY DECISIONS, BGFA CONSIDERS THE FOLLOWING FACTORS:

1. The frequency of trades and quotes for the security;

2. The number of dealers wishing to purchase or sell the security and the number
   of other potential purchasers;


3. Dealer undertakings to make a market in the security; and


4. The nature of the security and the nature of the marketplace in which it
   trades (E.G., the time needed to dispose of the security, the method of
   soliciting offers and the mechanics of transfer).

If any percentage restriction described above is complied with to at the time
of investment, a later increase or decrease in percentage resulting from any
change in value or total or net assets will not constitute in a violation of
such restriction, except that certain percentage limitations will be observed
continuously in accordance with applicable law.

Each Fund has adopted a non-fundamental investment policy in accordance with
Rule 35d-1 under the 1940 Act to invest, under normal circumstances, at least
80% of the value of its net assets, plus the amount of any borrowings for
investment purposes, in securities, and in ADRs based on securities, in its
Underlying Index. Each Fund also has adopted a policy to provide its
shareholders with at least 60 days' prior written notice of any change in such
policy. If, subsequent to an investment, the 80% requirement is no longer met,
a Fund's future investments will be made in a manner that will bring the Fund
into compliance with this policy.

                                       20




Each of the iShares MSCI Canada Index Fund and iShares MSCI Emerging Markets
Index Fund has adopted a non-fundamental investment policy such that each Fund
may invest in shares of other open-end management investment companies or unit
investment trusts subject to the limitations of Section 12(d)(1) of the 1940
Act, including the rules, regulations and exemptive orders obtained thereunder;
provided, however, that if the Fund has knowledge that its shares are purchased
by another investment company investor in reliance on the provisions of
subparagraphs (G) or (F) of Section 12(d)(1) of the 1940 Act, the Fund will not
acquire any securities of other open-end management investment companies or
unit investment trusts in reliance on the provisions of subparagraphs (G) or
(F) of Section 12(d)(1) of the 1940 Act.

Continuous Offering

The method by which Creation Units are created and traded may raise certain
issues under applicable securities laws. Because new Creation Units are issued
and sold by the Funds on an ongoing basis, at any point a "distribution," as
such term is used in the 1933 Act, may occur. Broker-dealers and other persons
are cautioned that some activities on their part may, depending on the
circumstances, result in their being deemed participants in a distribution in a
manner that could render them statutory underwriters and subject them to the
prospectus delivery requirement and liability provisions of the 1933 Act.

For example, a broker-dealer firm or its client may be deemed a statutory
underwriter if it takes Creation Units after placing an order with the
Distributor, breaks them down into constituent shares and sells such shares
directly to customers or if it chooses to couple the creation of new shares
with an active selling effort involving solicitation of secondary market demand
for shares. A determination of whether one is an underwriter for purposes of
the 1933 Act must take into account all the facts and circumstances pertaining
to the activities of the broker-dealer or its client in the particular case and
the examples mentioned above should not be considered a complete description of
all the activities that could lead to a categorization as an underwriter.

Broker-dealer firms should also note that dealers who are not "underwriters"
but are effecting transactions in shares, whether or not participating in the
distribution of shares, generally are required to deliver a prospectus. This is
because the prospectus delivery exemption in Section 4(3) of the 1933 Act is
not available in respect of such transactions as a result of Section 24(d) of
the 1940 Act. Firms that incur a prospectus delivery obligation with respect to
shares of the Funds are reminded that, pursuant to Rule 153 under the 1933 Act,
a prospectus delivery obligation under Section 5(b)(2) of the 1933 Act owed to
an exchange member in connection with a sale on the Listing Exchange is
satisfied by the fact that the prospectus is available at the Listing Exchange
upon request. The prospectus delivery mechanism provided in Rule 153 is
available only with respect to transactions on an exchange.

Management


DIRECTORS AND OFFICERS.  The Board has responsibility for the overall
management and operations of the Company, including general supervision of the
duties performed by BGFA and other service providers. Each Director serves
until his or her successor is duly elected or appointed and qualified. Each
officer serves until he or she resigns, is removed, dies, retires or becomes
disqualified.

The Company, iShares Trust, Master Investment Portfolio ("MIP") and Barclays
Global Investors Funds ("BGIF"), each an open-end management investment company
registered under the 1940 Act, are considered members of the same fund complex,
as defined in Form N-1A under the 1940 Act. Each Director also serves as a
Trustee for iShares Trust and, as a result, oversees a total of ___ funds
within the fund complex. In addition, Lee T. Kranefuss serves as a Trustee for
BGIF and MIP and, as a result, oversees an additional 26 portfolios within the
fund complex. The address of each Director and Officer is c/o Barclays Global
Investors, N.A., 400 Howard Street, San Francisco, CA 94105. The Board has
designated George G.C. Parker as its Lead Independent Director.


                                       21





                              INTERESTED DIRECTOR





                                                PRINCIPAL OCCUPATION(S)                   OTHER DIRECTORSHIPS
      NAME (AGE)          POSITION              DURING THE PAST 5 YEARS                     HELD BY DIRECTOR
--------------------- ---------------- ---------------------------------------- ---------------------------------------
                                                                       
Lee T. Kranefuss/1/   Director and     Global Chief Executive Officer,          Trustee of iShares Trust (since 2003);
(47)                  Chairman         iShares/Intermediary Groups of BGI       Trustee of BGIF and MIP (since
                      (since 2003).    (since 2008); Chief Executive Officer,   2001).
                                       iShares Intermediary Index and
                                       Market Group of BGI (2005-2008);
                                       Chief Executive Officer of the
                                       Intermediary Investor and Exchange
                                       Traded Products Business of BGI
                                       (2003-2005); Director of BGFA (since
                                       2005); Director, President and Chief
                                       Executive Officer of Barclays Global
                                       Investors International, Inc. (since
                                       2005); Director and Chairman of
                                       Barclays Global Investors Services
                                       (since 2005).



-------

/1/  Lee T. Kranefuss is deemed to be an "interested person" (as defined in the
     1940 Act) of the Company due to his affiliations with BGFA, the Funds'
     investment adviser, BGI, the parent company of BGFA, and Barclays Global
     Investors Services, an affiliate of BGFA and BGI.


INDEPENDENT DIRECTORS




                                                PRINCIPAL OCCUPATION(S)                   OTHER DIRECTORSHIPS
      NAME (AGE)          POSITION              DURING THE PAST 5 YEARS                     HELD BY DIRECTOR
--------------------- ---------------- ---------------------------------------- ---------------------------------------
                                                                       
George G.C. Parker    Director (since  Dean Witter Distinguished Professor      Trustee of iShares Trust (since 2000);
(69)                  2002); Lead      of Finance, Emeritus, Stanford           Lead Independent Trustee of iShares
                      Independent      University: Graduate School of           Trust (since 2006); Director of
                      Director         Business (since 1994).                   Continental Airlines, Inc. (since
                      (since 2006).                                             1996); Director of Community First
                                                                                Financial Group (since 1995);
                                                                                Director of Tejon Ranch Company
                                                                                (since 1999); Director of Threshold
                                                                                Pharmaceuticals (since 2004);
                                                                                Director of NETGEAR, Inc. (since
                                                                                2007).

John E. Martinez      Director         Director of Real Estate Equity           Trustee of iShares Trust (since 2003);
(47)                  (since 2003).    Exchange (since 2005).                   Chairman, Independent Review
                                                                                Committee, Canadian iShares Funds
                                                                                (since 2007).

Cecilia H. Herbert    Director         Chair of Investment Committee,           Trustee of iShares Trust (since 2005);
(59)                  (since 2005).    Archdiocese of San Francisco (1994-      Advisory Board Member of Forward
                                       2005); Director (since 1998) and         Funds (since 2009).
                                       President (since 2007) of the Board
                                       of Directors, Catholic Charities CYO;
                                       Trustee of Pacific Select Funds
                                       (2004-2005); Trustee (since 2005)
                                       and Chair of the Finance and
                                       Investment Committees (since 2006)
                                       of the Thacher School.



                                       22







                                                PRINCIPAL OCCUPATION(S)                   OTHER DIRECTORSHIPS
      NAME (AGE)          POSITION              DURING THE PAST 5 YEARS                     HELD BY DIRECTOR
--------------------- ---------------- ---------------------------------------- ---------------------------------------
                                                                       
Charles A. Hurty      Director         Retired; Partner, KPMG LLP (1968-2001).  Trustee of iShares Trust (since 2005);
(65)                  (since 2005).                                             Director of GMAM Absolute Return
                                                                                Strategy Fund (1 portfolio)(since
                                                                                2002); Director of Citigroup
                                                                                Alternative Investments Multi-
                                                                                Adviser Hedge Fund Portfolios LLC (1
                                                                                portfolio)(since 2002); Director of
                                                                                CSFB Alternative Investments Fund
                                                                                (6 portfolios)(since 2005).

John E. Kerrigan      Director         Chief Investment Officer, Santa Clara    Trustee of iShares Trust (since 2005).
(53)                  (since 2005).    University (since 2002).

Robert H. Silver      Director         President and Co-Founder of The          Trustee of iShares Trust (since 2007).
(53)                  (since 2007).    Bravitas Group, Inc. (since 2006);
                                       Member, Non-Investor Advisory
                                       Board of Russia Partners II, LP (since
                                       2006); President and Chief Operating
                                       Officer (2003-2005) and Director
                                       (1999-2005) of UBS Financial
                                       Services, Inc.; President and Chief
                                       Executive Officer of UBS Services
                                       USA, LLC (1999-2005); Managing
                                       Director, UBS America, Inc. (2000-
                                       2005); Director and Vice Chairman of
                                       the YMCA of Greater NYC (since
                                       2001); Broadway Producer (since
                                       2006); Co-Founder and Vice
                                       President of Parentgiving Inc. (since
                                       2008); Director and Member of the
                                       Audit and Compensation Committee
                                       of EPAM Systems, Inc. (2006-2009).

Darrell Duffie        Director         Professor, Stanford University:          Trustee of iShares Trust (since June
(54)                  (since 2008).    Graduate School of Business (since       2008); Director of Moody's
                                       1984).                                   Corporation (since 2008).



OFFICERS



                                                PRINCIPAL OCCUPATION(S)
      NAME (AGE)          POSITION              DURING THE PAST 5 YEARS
--------------------- ---------------- -----------------------------------------
                                 
Michael A. Latham     President        Head of Americas iShares (since
(43)                  (since 2007).    2007); Chief Operating Officer of the
                                       Intermediary Investor and Exchange
                                       Traded Products Business of BGI
                                       (2003-2007); Director and Chief
                                       Financial Officer of Barclays Global
                                       Investors International, Inc. (since
                                       2005).


                                       23







                                                PRINCIPAL OCCUPATION(S)
      NAME (AGE)          POSITION              DURING THE PAST 5 YEARS
--------------------- ---------------- -----------------------------------------
                                 
Geoffrey D. Flynn     Executive Vice   Chief Operating Officer, U.S. iShares,
(52)                  President and    BGI (since 2008); Director, Mutual
                      Chief Operating  Fund Operations of BGI (2007-2008);
                      Officer          President, Van Kampen Investors
                      (since 2008).    Services (2003-2007); Managing
                                       Director, Morgan Stanley (2002-
                                       2007); President, Morgan Stanley
                                       Trust, FSB (2002-2007).

Jack Gee              Treasurer and    Director of Fund Administration of
(49)                  Chief Financial  Intermediary Investor Business of BGI
                      Officer          (since 2004); Treasurer and Chief
                      (since 2008).    Financial Officer of Parnassus
                                       Investments (2004).

Eilleen M. Clavere    Secretary        Director of Legal Administration of
(56)                  (since 2007).    Intermediary Investor Business of BGI
                                       (since 2006); Legal Counsel and Vice
                                       President of Atlas Funds, Atlas
                                       Advisers, Inc. and Atlas Securities,
                                       Inc. (2005-2006); Counsel of
                                       Kirkpatrick & Lockhart LLP (2001-
                                       2005).

Ira P. Shapiro        Vice President   Associate General Counsel, BGI
(45)                  and Chief Legal  (since 2004); First Vice President,
                      Officer          Merrill Lynch Investment Managers
                      (since 2007).    (1993-2004).

Amy Schioldager       Executive Vice   Global Head of Index Equity, BGI
(46)                  President        (since 2008); Global Head of U.S.
                      (since 2007).    Indexing, BGI (2006-2008); Head of
                                       Domestic Equity Portfolio
                                       Management, BGI (2001-2006).

Patrick O'Connor      Vice President   Head of iShares Portfolio
(41)                  (since 2007).    Management, BGI (since 2006);
                                       Senior Portfolio Manager, BGI (1999-
                                       2006).

Lee Sterne            Vice President   Head of U.S. Fixed Income Index and
(43)                  (since 2007).    iShares, BGI (since 2007); Senior
                                       Portfolio Manager, BGI (2004-2007);
                                       Portfolio Manager, BGI (2001-2004).

Matt Tucker           Vice President   Director of Fixed Income Investment
(36)                  (since 2007).    Strategy, BGI (since 2009); Head of
                                       U.S. Fixed Income Investment
                                       Solutions, BGI (2005-2008); Fixed
                                       Income Investment Strategist, BGI
                                       (2003-2005).




The following table sets forth, as of December 31, 2008, the dollar range of
equity securities beneficially owned by each Director in the Funds and in other
registered investment companies overseen by the Director within the same family
of investment companies as the Company. If a fund is not listed below, the
Director did not own any securities in that fund as of the date indicated
above:


                                       24







                                                                                                      AGGREGATE DOLLAR RANGE
                                                                                                    OF EQUITY SECURITIES IN ALL
                                                                                                       REGISTERED INVESTMENT
                                                                                                       COMPANIES OVERSEEN BY
                                                                          DOLLAR RANGE OF EQUITY       DIRECTOR IN FAMILY OF
  NAME OF DIRECTOR                           FUND                         SECURITIES IN THE FUND       INVESTMENT COMPANIES
--------------------  -------------------------------------------------  ------------------------  ----------------------------
                                                                                          
Lee T. Kranefuss      iShares Barclays 1-3 Year Treasury Bond Fund       $50,001-$100,000          Over $100,000

                      iShares Russell 2000 Index Fund                    $50,001-$100,000

John E. Martinez      iShares Barclays 7-10 Year Treasury Bond Fund      Over $100,000             Over $100,000

                      iShares MSCI EAFE Index Fund                       Over $100,000

                      iShares Russell 1000 Index Fund                    Over $100,000

                      iShares Russell 1000 Value Index Fund              Over $100,000

                      iShares S&P 500 Index Fund                         Over $100,000

George G.C. Parker    iShares Dow Jones Select Dividend Index Fund       Over $100,000             Over $100,000

                      iShares FTSE/Xinhua China 25 Index Fund            $50,001-$100,000

                      iShares iBoxx $ Investment Grade Corporate Bond    Over $100,000
                      Fund

                      iShares MSCI EAFE Index Fund                       Over $100,000

                      iShares MSCI Mexico Investable Market Index        $50,001-$100,000
                      Fund

                      iShares Russell 1000 Value Index Fund              $50,001-$100,000

                      iShares Russell 2000 Index Fund                    $10,001-$50,000

                      iShares Russell 2000 Value Index Fund              $50,001-$100,000

                      iShares S&P 100 Index Fund                         $50,001-$100,000

                      iShares S&P 500 Index Fund                         Over $100,000

                      iShares S&P 500 Value Index Fund                   Over $100,000

                      iShares S&P MidCap 400 Index Fund                  $10,001-$50,000

                      iShares S&P MidCap 400 Value Index Fund            $50,001-$100,000

                      iShares S&P Small Cap 600 Index Fund               $10,001-$50,000

Cecilia H. Herbert    iShares Barclays 1-3 Year Treasury Bond fund       $10,001-$50,000           Over $100,000

                      iShares Barclays TIPS Bond Fund                    $10,001-$50,000

                      iShares FTSE/Xinhua China 25 Index Fund            $50,001-$100,000

                      iShares MSCI BRIC Index Fund                       $10,001-$50,000

                      iShares MSCI EAFE Index Fund                       $50,001-$100,000

                      iShares MSCI Emerging Markets Index Fund           $10,001-$50,000

                      iShares Russell 1000 Index Fund                    $10,001-$50,000

                      iShares Russell 2000 Index Fund                    $10,001-$50,000

                      iShares S&P 500 Index Fund                         Over $100,000

                      iShares S&P MidCap 400 Index Fund                  $10,000-$50,000

Charles A. Hurty      iShares Dow Jones Financial Sector Index Fund      $1-$10,000                Over $100,000



                                       25







                                                                                                     AGGREGATE DOLLAR RANGE
                                                                                                   OF EQUITY SECURITIES IN ALL
                                                                                                      REGISTERED INVESTMENT
                                                                                                      COMPANIES OVERSEEN BY
                                                                          DOLLAR RANGE OF EQUITY      DIRECTOR IN FAMILY OF
  NAME OF DIRECTOR                           FUND                         SECURITIES IN THE FUND      INVESTMENT COMPANIES
--------------------  -------------------------------------------------  ------------------------  ----------------------------
                                                                                          
                      iShares Dow Jones Select Dividend Index Fund       $1-$10,000

                      iShares Dow Jones U.S. Energy Sector Index Fund    $10,001-$50,000

                      iShares Dow Jones U.S. Technology Sector Index     $1-$10,000
                      Fund

                      iShares FTSE/Xinhua China 25 Index Fund            $10,001-$50,000

                      iShares MSCI EAFE Index Fund                       $10,001-$50,000

                      iShares MSCI Japan Index Fund                      $10,001-$50,000

                      iShares S&P 500 Index Fund                         $10,001-$50,000

John E. Kerrigan      iShares MSCI ACWI ex US Index Fund                 Over $100,000             Over $100,000

Robert H. Silver      iShares Dow Jones U.S. Broker-Dealers Index Fund   Over $100,000             Over $100,000

                      iShares Dow Jones U.S. Financial Services Index    $10,001-$50,000
                      Fund

                      iShares Dow Jones U.S. Regional Banks Index        $50,001-$100,000
                      Fund

                      iShares MSCI ACWI ex US Index Fund                 $10,001-$50,000

                      iShares MSCI BRIC Index Fund                       $10,001-$50,000

                      iShares MSCI EAFE Index Fund                       Over $100,000

                      iShares Russell 3000 Index Fund                    $50,001-$100,000

                      iShares S&P Europe 350 Index Fund                  $10,001-$50,000

                      iShares S&P 500 Index Fund                         Over $100,000

Darrell Duffie        None                                               None                      None





As of December 31, 2008, none of the Directors who are not interested persons
(as defined in the 1940 Act) of the Company ("Independent Directors") or their
immediate family members owned beneficially or of record any securities of BGFA
(the Funds' investment adviser), the Distributor or any person controlling,
controlled by or under common control with BGFA or the Distributor.

COMMITTEES OF THE BOARD OF DIRECTORS.  Each Independent Director serves on the
Audit Committee and the Nominating and Governance Committee of the Board. Mr.
Martinez was not a member of these committees prior to August 13, 2009. The
purposes of the Audit Committee are to assist the Board (i) in its oversight of
the Company's accounting and financial reporting principles and policies and
related controls and procedures maintained by or on behalf of the Company; (ii)
in its oversight of the Company's financial statements and the independent
audit thereof; (iii) in 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);
(iv) in evaluating the independence of the independent accountants; (v) in
complying with legal and regulatory requirements that relate to the Company's
accounting and financial reporting, internal controls and independent audits;
and (vi) to assume such other responsibilities as may be delegated by the
Board. The Audit Committee met four times during the fiscal year ended August
31, 2009.


The Nominating and Governance Committee nominates individuals for Independent
Director membership on the Board. The Nominating and Governance Committee
functions include, but are not limited to, the following: (i) reviewing the
qualifications of any person properly identified or nominated to serve as an
Independent Director; (ii) recommending to the

                                       26





Board and current Independent Directors the nominee(s) for appointment as an
Independent Director by the Board and current Independent Directors and/or for
election as Independent Directors by shareholders to fill any vacancy for a
position of Independent Director(s) on the Board; (iii) recommending to the
Board and current Independent Directors the size and composition of the Board
and Board committees and whether they comply with applicable laws and
regulations; (iv) recommending a current Independent Director to the Board and
current Independent Directors to serve as Lead Independent Director; (v)
periodic review of the Board's retirement policy; and (vi) recommending an
appropriate level of compensation for the Independent Directors for their
services as Directors, members or chairpersons of committees of the Board, Lead
Independent Director, Chairperson of the Board and any other positions as the
Nominating and Governance Committee considers appropriate. The Nominating and
Governance Committee does not consider Board nomination(s) recommended by
shareholders (acting solely in their capacity as a shareholder and not in any
other capacity). The Nominating and Governance Committee is comprised of all
members of the Board that are Independent Directors. The Nominating and
Governance Committee met three times during the fiscal year ended August 31,
2009.

REMUNERATION OF DIRECTORS.  The Company pays each Independent Director and John
Martinez (who was categorized as an Interested Trustee in 2008), an annual fee
of $90,000 for meetings of the Board attended by the Director; also the Company
pays Charles Hurty an annual fee of $20,000 for service as the chairperson of
the Board's Audit Committee and George G. C. Parker an annual fee of $25,000
for service as the Board's Lead Independent Director. The Company also
reimburses each Director for travel and other out-of-pocket expenses incurred
by him/her in connection with attending such meetings.

The table below sets forth the total compensation paid to each Interested
Director for the calendar year ended December 31, 2008:





                                                     PENSION OR
                                  AGGREGATE          RETIREMENT                                   TOTAL
                                COMPENSATION    BENEFITS ACCRUED AS    ESTIMATED ANNUAL       COMPENSATION
                                  FROM THE        PART OF COMPANY        BENEFITS UPON       FROM THE FUNDS
 NAME OF INTERESTED DIRECTOR       COMPANY          EXPENSES/1/          RETIREMENT/1/     AND FUND COMPLEX/2/
-----------------------------  --------------  ---------------------  ------------------  --------------------
                                                                              
Lee T. Kranefuss/3/                $     0         Not Applicable       Not Applicable          $      0
John E. Martinez/4/                 90,000         Not Applicable       Not Applicable           180,000



-------
/1/  No Director or Officer is entitled to any pension or retirement benefits
     from the Company.
/2/  Includes compensation for service on the Board of Trustees of iShares
     Trust.
/3/  Lee T. Kranefuss was not compensated by the Company due to his employment
     with BGI during the time period reflected in the table.


/4/  Prior to August 13, 2009, John E. Martinez was deemed to be an "interested
     person" (as defined in the 1940 Act) of the Company. As of August 13, 2009,
     John E. Martinez has been determined to be a non-interested person
     notwithstanding his former affiliation with BGI prior to 2002.

The table below sets forth the total compensation paid to each Independent
Director for the calendar year ended December 31, 2008:





                                                     PENSION OR
                                  AGGREGATE          RETIREMENT                                   TOTAL
                                COMPENSATION    BENEFITS ACCRUED AS    ESTIMATED ANNUAL       COMPENSATION
                                  FROM THE        PART OF COMPANY        BENEFITS UPON       FROM THE FUNDS
NAME OF INDEPENDENT DIRECTOR       COMPANY          EXPENSES/1/          RETIREMENT/1/     AND FUND COMPLEX/2/
------------------------------ --------------  ---------------------  ------------------  --------------------
                                                                              
George G.C. Parker                $115,000         Not Applicable       Not Applicable          $230,000
John E. Kerrigan                    90,000         Not Applicable       Not Applicable           180,000
Charles A. Hurty                   110,000         Not Applicable       Not Applicable           220,000
Cecilia H. Herbert                  90,000         Not Applicable       Not Applicable           180,000
Robert H. Silver                    90,000         Not Applicable       Not Applicable           180,000
Darrell Duffie*                     67,500         Not Applicable       Not Applicable           135,000



-------

*    Appointed to serve as Independent Director of the Company effective June
     18, 2008.
/1/  No Director or Officer is entitled to any pension or retirement benefits
     from the Company.
/2/  Includes compensation for service on the Board of Trustees of iShares
     Trust.


                                       27




CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.


The Directors and Officers of the Company collectively owned less than 1% of
each of the Funds' outstanding shares as of November 30, 2009.

Although the Company does not have information concerning the beneficial
ownership of shares held in the names of Depository Trust Company ("DTC")
participants (as defined below), as of November 30, 2009, the name and
percentage ownership of each DTC participant that owned of record 5% or more of
the outstanding shares of a Fund were as follows:





                                                                     PERCENTAGE
                       FUND                                 NAME    OF OWNERSHIP
---------------------------------------------------------  ------  -------------
                                                              
iShares MSCI Australia Index Fund

iShares MSCI Austria Investable Market Index Fund

iShares MSCI Belgium Investable Market Index Fund

iShares MSCI Brazil Index Fund



                                       28







                                                                     PERCENTAGE
                       FUND                                 NAME    OF OWNERSHIP
---------------------------------------------------------  ------  -------------
                                                             
iShares MSCI BRIC Index Fund

iShares MSCI Canada Index Fund

iShares MSCI Chile Investable Market Index Fund

iShares MSCI Emerging Markets Index Fund

iShares MSCI EMU Index Fund

iShares MSCI France Index Fund



                                       29







                                                                     PERCENTAGE
                       FUND                                 NAME    OF OWNERSHIP
---------------------------------------------------------  ------  -------------
                                                             
iShares MSCI Germany Index Fund

iShares MSCI Hong Kong Index Fund

iShares MSCI Israel Capped Investable Market Index Fund

iShares MSCI Italy Index Fund

iShares MSCI Japan Index Fund



                                       30







                                                                     PERCENTAGE
                       FUND                                 NAME    OF OWNERSHIP
---------------------------------------------------------  ------  -------------
                                                             
iShares MSCI Japan Small Cap Index Fund

iShares MSCI Malaysia Index Fund

iShares MSCI Mexico Investable Market Index Fund

iShares MSCI Netherlands Investable Market Index Fund

iShares MSCI Pacific ex-Japan Index Fund



                                       31







                                                                     PERCENTAGE
                       FUND                                 NAME    OF OWNERSHIP
---------------------------------------------------------  ------  -------------
                                                             
iShares MSCI Singapore Index Fund

iShares MSCI South Africa Index Fund

iShares MSCI South Korea Index Fund

iShares MSCI Spain Index Fund

iShares MSCI Sweden Index Fund



                                       32








                                                                     PERCENTAGE
                       FUND                                 NAME    OF OWNERSHIP
---------------------------------------------------------  ------  -------------
                                                             
iShares MSCI Switzerland Index Fund

iShares MSCI Taiwan Index Fund

iShares MSCI Thailand Investable Market Index Fund

iShares MSCI Turkey Investable Market Index Fund

iShares MSCI United Kingdom Index Fund



                                       33




Investment Advisory, Administrative and Distribution Services

INVESTMENT ADVISER.  BGFA serves as investment adviser to each Fund pursuant to
an Investment Advisory Agreement between the Company and BGFA. BGFA is a
California corporation indirectly owned by Barclays Bank PLC, and is registered
as an investment adviser under the Investment Advisers Act of 1940, as amended.
Under the Investment Advisory Agreement, BGFA, subject to the supervision of
the Board and in conformity with the stated investment policies of each Fund,
manages and administers the Company and the investment of each Fund's assets.
BGFA is responsible for placing purchase and sale orders and providing
continuous supervision of the investment portfolio of each Fund.


For its investment advisory services to the iShares MSCI Brazil Index Fund,
iShares MSCI Chile Investable Market Index Fund, iShares MSCI Israel Capped
Investable Market Index Fund, iShares MSCI South Africa Index Fund, iShares
MSCI South Korea Index Fund, iShares MSCI Taiwan Index Fund, iShares MSCI
Thailand Investable Market Index Fund and iShares MSCI Turkey Investable Market
Index Fund, BGFA is entitled to receive a management fee from each Fund based
on the Fund's allocable portion of the aggregate of the average daily net
assets of these Funds together with the iShares MSCI All Peru Capped Index Fund
(which is offered in a separate prospectus and statement of additional
information) as follows: 0.74% per annum of the aggregate net assets less than
or equal to $2.0 billion, plus 0.69% per annum of the aggregate net assets over
$2.0 billion, up to and including $4.0 billion, plus 0.64% per annum of the
aggregate net assets over $4.0 billion, up to and including $8.0 billion, plus
0.57% per annum of the aggregate net assets over $8.0 billion, up to and
including $16.0 billion, plus 0.51% per annum of the aggregate net assets in
excess of $16.0 billion.

For its investment advisory services to the iShares MSCI Pacific ex-Japan Index
Fund, BGFA is paid a management fee based on a percentage of the Fund's average
daily net assets at an annual rate of 0.50%.

For its investment advisory services to the iShares MSCI BRIC Index Fund and
iShares MSCI Emerging Markets Index Fund, BGFA is entitled to receive a
management fee from each Fund based on the Fund's allocable portion of the
aggregate of the average daily net assets of these Funds together with other
iShares funds (iShares MSCI Emerging Markets Eastern Europe Index Fund and
iShares MSCI All Country Asia ex Japan Index Fund, which are offered in
separate prospectuses and statements of additional information) as follows:
0.75% per annum of the aggregate net assets less than or equal to $14.0
billion, plus 0.68% per annum of the aggregate net assets over $14.0 billion,
up to and including $28.0 billion, plus 0.61% per annum of the aggregate net
assets in excess of $28.0 billion.

For its investment advisory services to the iShares MSCI Australia Index Fund,
iShares MSCI Austria Investable Market Index Fund, iShares MSCI Belgium
Investable Market 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 Japan Small Cap Index Fund, iShares MSCI
Malaysia Index Fund, iShares MSCI Mexico Investable Market Index Fund, iShares
MSCI Netherlands Investable Market Index Fund, iShares MSCI Singapore Index
Fund, iShares MSCI Spain Index Fund, iShares MSCI Sweden Index Fund, iShares
MSCI Switzerland Index Fund and iShares MSCI United Kingdom Index Fund, BGFA is
entitled to receive a management fee from the Fund based on the Fund's
allocable portion of the aggregate of the average daily net assets of the Fund
as follows: 0.59% per annum of the aggregate net assets less than or equal to
$7.0 billion, plus 0.54% per annum of the aggregate net assets over $7.0
billion, up to and including $11.0 billion, plus 0.49% per annum of the
aggregate net assets over $11.0 billion, up to and including $24.0 billion,
plus 0.44% per annum of the aggregate net assets over $24.0 billion, up to and
including $48.0 billion, plus 0.40% per annum of the aggregate net assets in
excess of $48.0 billion.

Under the Investment Advisory Agreement, BGFA, subject to the supervision of
the Company's Board and in conformity with the stated investment policies of
each Fund, manages and administers the Company and the investment of each
Fund's assets. BGFA is responsible for placing purchase and sale orders and
providing continuous supervision of the investment portfolio of each Fund.


Under the Investment Advisory Agreement, BGFA is responsible for all expenses of
the Funds, including the cost of transfer agency, custody, fund administration,
legal, audit and other services, except interest expense taxes, brokerage
expenses, distribution fees or expenses and extraordinary expenses. For its
investment management services to each Fund, BGFA is paid a management fee at
the annual rates (as a percentage of such Fund's average net assets) listed
below:

                                       34







                                                                              MANAGEMENT    MANAGEMENT     MANAGEMENT
                                                                               FEES PAID     FEES PAID      FEES PAID
                                                                              FOR FISCAL    FOR FISCAL     FOR FISCAL
                                                                     FUND     YEAR ENDED    YEAR ENDED     YEAR ENDED
                                                     MANAGEMENT   INCEPTION   AUGUST 31,    AUGUST 31,     AUGUST 31,
FUND                                                     FEE         DATE        2009          2008           2007
--------------------------------------------------- ------------ ----------- ------------ -------------- --------------
                                                                                          
iShares MSCI Australia Index Fund                        0.52%    03/12/96   $             $  8,205,849   $  5,418,181
iShares MSCI Austria Investable Market Index Fund        0.52%    03/12/96                    1,803,461      2,601,711
iShares MSCI Belgium Investable Market Index
  Fund                                                   0.52%    03/12/96                    1,386,685      1,332,129
iShares MSCI Brazil Index Fund                           0.63%    07/10/00                   47,028,502     21,514,644
iShares MSCI BRIC Index Fund                             0.72%    11/12/07                      578,683        N/A
iShares MSCI Canada Index Fund                           0.52%    03/12/96                   10,043,541      5,946,553
iShares MSCI Chile Investable Market Index Fund          0.63%    11/12/07                      272,532        N/A
iShares MSCI Emerging Markets Index Fund/1/              0.72%    04/07/03                  174,932,398    114,234,720
iShares MSCI EMU Index Fund                              0.52%    07/25/00                   13,126,393     12,839,319
iShares MSCI France Index Fund                           0.52%    03/12/96                    2,443,788      1,269,129
iShares MSCI Germany Index Fund                          0.52%    03/12/96                    8,738,608      6,219,398
iShares MSCI Hong Kong Index Fund                        0.52%    03/12/96                   11,183,414      6,192,082
iShares MSCI Israel Capped Investable Market
  Index Fund                                             0.63%    03/26/08                      265,058        N/A
iShares MSCI Italy Index Fund                            0.52%    03/12/96                    1,220,048      1,055,455
iShares MSCI Japan Index Fund                            0.52%    03/12/96                   47,063,599     70,930,669
iShares MSCI Japan Small Cap Index Fund                  0.53%    12/20/07                       51,470        N/A
iShares MSCI Malaysia Index Fund                         0.52%    03/12/96                    4,929,062      3,843,835
iShares MSCI Mexico Investable Market Index Fund         0.52%    03/12/96                    7,064,281      6,123,156
iShares MSCI Netherlands Investable Market Index
  Fund                                                   0.52%    03/12/96                    1,322,904      1,140,068
iShares MSCI Pacific ex-Japan Index Fund                 0.50%    10/25/01                   19,183,343     14,285,783
iShares MSCI Singapore Index Fund                        0.52%    03/21/96                    9,514,088      7,038,174
iShares MSCI South Africa Index Fund                     0.63%    02/03/03                    3,789,441      2,554,012
iShares MSCI South Korea Index Fund                      0.63%    05/09/00                   18,749,352     12,507,997
iShares MSCI Spain Index Fund                            0.52%    03/12/96                    3,129,000      2,757,796
iShares MSCI Sweden Index Fund                           0.51%    03/12/96                    1,842,608      2,071,508
iShares MSCI Switzerland Index Fund                      0.52%    03/12/96                    1,995,890      1,413,051
iShares MSCI Taiwan Index Fund                           0.63%    06/20/00                   19,861,527     15,295,138
iShares MSCI Thailand Investable Market Index
  Fund                                                   0.63%    03/26/08                      153,669        N/A
iShares MSCI Turkey Investable Market Index Fund         0.63%    03/26/08                      148,727        N/A
iShares MSCI United Kingdom Index Fund                   0.52%    03/12/96                    5,668,706      5,507,753



-------

/1/  BGFA has contractually agreed to waive its management fees in an amount
     equal to the Fund's PRO RATA share of the fees and expenses anticipated to
     be incurred by investing in other investing companies, "Acquired Fund Fees
     and Expenses," through June 30, 2011.

The Investment Advisory Agreement with respect to each Fund continues in effect
for two years from its effective date, and thereafter is subject to annual
approval by (i) the Board or (ii) the 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 Investment Advisory Agreement with respect to each Fund is terminable
without penalty, on 60 days' notice, by the Board or by a vote of the holders
of a majority of the Fund's outstanding voting securities (as defined in the
1940 Act). The Investment 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).


Current interpretations of U.S. federal banking laws and regulations (i) may
prohibit Barclays Bank PLC, BGI and BGFA from controlling or underwriting the
shares of the Funds, but (ii) do not prohibit Barclays Bank PLC or BGFA
generally from acting

                                       35




as an investment adviser, administrator, transfer agent or custodian to the
Funds or from purchasing shares as agent for and upon the order of a customer.

BGFA believes that it may perform advisory and related services for the Company
without violating applicable banking laws or regulations. However, the legal
requirements and interpretations about the permissible activities of banks and
their affiliates may change in the future. These changes could prevent BGFA
from continuing to perform services for the Company. If this happens, the Board
would consider selecting other qualified firms. Any new investment advisory
agreement would be subject to shareholder approval.

If current restrictions on bank activities with mutual funds were relaxed,
BGFA, or its affiliates, would consider performing additional services for the
Company. BGFA cannot predict whether these changes will be enacted, or the
terms under which BGFA, or its affiliates, might offer to provide additional
services.

BGFA and/or BGI may pay certain broker-dealers and intermediaries for
participating in activities that are designed to make registered
representatives and other professionals more knowledgeable about exchange
traded products, including the Funds, or for other activities, such as
participation in marketing activities and presentations, educational training
programs, conferences, the development of technology platforms and reporting
systems. BGFA and/or BGI may also pay broker-dealers or intermediaries for
certain printing, publishing and mailing costs associated with the Funds or
materials relating to exchange traded products in general. Payments to a
broker-dealer or intermediary may create potential conflicts of interest
between the broker-dealer or intermediary and its clients. These amounts, which
may be significant, are paid by BGFA and/or BGI from their own resources and
not from the assets of the Funds.


PORTFOLIO MANAGERS.  The individuals named as Portfolio Managers in the Funds'
Prospectuses were also primarily responsible for the day-to-day management of
other iShares funds and certain other types of portfolios and/or accounts as
indicated in the tables below as of August 31, 2009:





DIANE HSIUNG
TYPES OF ACCOUNTS                                  NUMBER    TOTAL ASSETS
------------------------------------------------  --------  -------------
                                                      
Registered Investment Companies                             $
Other Pooled Investment Vehicles
Other Accounts                                              $
Accounts with Incentive-Based Fee Arrangements






GREG SAVAGE
TYPES OF ACCOUNTS                                  NUMBER    TOTAL ASSETS
------------------------------------------------  --------  -------------
                                                      
Registered Investment Companies                             $
Other Pooled Investment Vehicles
Other Accounts                                              $
Accounts with Incentive-Based Fee Arrangements



Each of the portfolios or accounts for which the Portfolio Managers are
primarily responsible for the day-to-day management seeks to track the rate of
return, risk profile and other characteristics of independent third-party
indexes by either replicating the same combination of securities that constitute
those indexes or through a representative sampling of the securities that
constitute those indexes based on objective criteria and data. Pursuant to BGI
and BGFA policy, investment opportunities are allocated equitably among the
Funds and other portfolios and accounts. For example, under certain
circumstances, an investment opportunity may be restricted due to limited supply
on the market, legal constraints or other factors, in which event the investment
opportunity will be allocated equitably among those portfolios and accounts,
including the Funds seeking such investment opportunity. As a consequence, from
time to time the Funds may receive a smaller allocation of an investment
opportunity than they would have if the Portfolio Managers and BGFA and its
affiliates did not manage other portfolios or accounts.

                                       36





Like the Funds, the other portfolios or accounts for which the Portfolio
Managers are primarily responsible for the day-to-day portfolio management
generally pay an asset-based fee to BGFA or BGI, as applicable, for its
advisory services. One or more of those other portfolios or accounts, however,
may pay BGI an incentive-based fee in lieu of, or in addition to, an
asset-based fee for its advisory services. A portfolio or account with an
incentive-based fee would pay BGI a portion of that portfolio's or account's
gains, or would pay BGI more for its services than would otherwise be the case
if BGI meets or exceeds specified performance targets. By their nature,
incentive-based fee arrangements could present an incentive for BGI to devote
greater resources, and allocate more investment opportunities, to the
portfolios or accounts that have those fee arrangements, relative to other
portfolios or accounts, in order to earn larger fees. Although BGI has an
obligation to allocate resources and opportunities equitably among portfolios
and accounts and intends to do so, shareholders of the Funds should be aware
that, as with any group of portfolios and accounts managed by an investment
adviser and/or its affiliates pursuant to varying fee arrangements, including
incentive-based fee arrangements, there is the potential for a conflict of
interest that may result in the Portfolio Managers' favoring those portfolios
or accounts with incentive-based fee arrangements.


                                       37





The table below shows, for each Portfolio Manager, the number of portfolios or
accounts of the types set forth in the above table and the aggregate of total
assets in those portfolios or accounts with respect to which the investment
management fees are based on the performance of those portfolios or accounts as
of August 31, 2009:





DIANE HSIUNG
                                          NUMBER OF OTHER
                                           ACCOUNTS WITH            AGGREGATE
TYPES OF ACCOUNTS                    PERFORMANCE FEES MANAGED    OF TOTAL ASSETS
----------------------------------  --------------------------  ----------------
                                                          
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts






GREG SAVAGE
                                          NUMBER OF OTHER
                                           ACCOUNTS WITH            AGGREGATE
TYPES OF ACCOUNTS                    PERFORMANCE FEES MANAGED    OF TOTAL ASSETS
----------------------------------  --------------------------  ----------------
                                                          
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts




As of August 31, 2009, with respect to all iShares funds and other portfolios
and/or accounts managed by the Portfolio Managers, on behalf of BGFA, the
Portfolio Managers receive a salary and are eligible to receive an annual
bonus. Each Portfolio Manager's salary is a fixed amount generally determined
annually based on a number of factors, including, but not limited to, the
Portfolio Manager's title, scope of responsibilities, experience and knowledge.
Each Portfolio Manager's bonus is a discretionary amount determined annually
based on the overall profitability of the various Barclays Global Investors
companies worldwide, the performance of the Portfolio Manager's business unit,
and an assessment of the Portfolio Manager's individual performance. Each
Portfolio Manager's salary and annual bonus are paid in cash. BGFA also
operates a mandatory bonus deferral plan for employees whose bonuses exceed
certain thresholds which generally becomes payable three years after grant. One
half of the mandatory deferral award is "notionally invested" in funds managed
by BGI, and the other half is provisionally allocated to shares in Barclays PLC
(the ultimate parent company of BGFA). Thus, the value of the final award may
be increased or decreased over the three-year period. In addition, a Portfolio
Manager may be paid a signing bonus or other amounts in connection with
initiation of employment with BGFA. If a Portfolio Manager satisfied the
requirements for being part of a "select group of management or highly
compensated employees" (within the meaning of ERISA Section 401(a)) as so
specified under the terms of BGI's compensation deferral plan, the Portfolio
Manager may elect to defer a portion of his or her bonus under that plan.


If a Portfolio Manager is part of a select group of management or highly
compensated employees and is designated by the plan administrators (in their
discretion) to be eligible for participation in BGI's Voluntary Levered Alpha
Participation Plan ("VLAPP"), the Portfolio Manager may elect to defer a
portion of his or her bonus under VLAPP. Under this plan, the Portfolio Manager
would receive an award corresponding to the deferred bonus portion if he or she
voluntarily elects in advance to defer. VLAPP awards generally vest after three
years. The award will be "notionally invested" in a fund(s) managed by BGI over
the three-year period, and the return on that notional investment will
determine the final award amount. If the referenced fund's return exceeds its
benchmark, the excess return is multiplied by a factor of two (2) for the sole
purpose of determining the return on the award's notional investment.


Portfolio Managers may be selected, on a fully discretionary basis, for awards
under BGI's Levered Alpha Participation Plan ("LAPP"). Under LAPP, these awards
are determined annually, and generally vest in three equal installments over
three years. Each vested installment is paid out upon vesting. At the option of
the plan administrators, the award may be "notionally invested" in a fund(s)
managed by BGI. If notionally invested, the return on that notional investment
during the relevant vesting period will determine the award payout amount. If
the referenced fund's return exceeds its benchmark, the excess return is
multiplied by the factor specified by the plan administrators at the time of
the award grant for the sole purpose of determining the return on the award's
notional investment.


Prior to December 31, 2007, Portfolio Managers were eligible for selection, on
a fully discretionary basis, for awards under BGI's Compensation Enhancement
Plan ("CEP"). Under CEP, these awards were determined annually, and were
generally scheduled to vest after two years. At the option of the CEP
administrators, the award was "notionally invested" in funds

                                       38




managed by BGI, which means that the final award amount may be increased or
decreased according to the performance of the BGI-managed funds over the
two-year period. If the award was not notionally invested, the original award
amount was paid once vested.

A Portfolio Manager may be granted options to purchase shares in Barclays
Global Investors UK Holdings Limited ("BGI UK Holdings"), a company organized
under the laws of England and Wales that directly or indirectly owns all of the
Barclays Global Investors companies worldwide, which options generally vest in
three equal installments over three years and are generally exercisable during
prescribed exercise windows. Shares purchased must generally be held 355 days
prior to sale. For such purposes, the value of BGI UK Holdings is based on its
fair value as determined by an independent public accounting firm.


As of August 31, 2009, the Portfolio Managers beneficially owned shares of the
Funds in the amounts reflected in the following tables:





DIANE HSIUNG
                                                                                  DOLLAR RANGE
                                                   --------------------------------------------------------------------------
                                                                          $10,001     $50,001    $100,001    $500,001    OVER
FUND                                                NONE    $1 TO $10K    TO $50K    TO $100K    TO $500K     TO $1M     $1M
-------------------------------------------------  ------  ------------  ---------  ----------  ----------  ----------  -----
                                                                                                   
iShares MSCI Australia Index Fund
iShares MSCI Austria Investable Market Index
  Fund
iShares MSCI Belgium Investable Market Index
  Fund
iShares MSCI Brazil Index Fund
iShares MSCI BRIC Index Fund
iShares MSCI Canada Index Fund
iShares MSCI Chile Investable Market Index Fund
iShares MSCI Emerging Markets 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 Israel Capped Investable Market
  Index Fund
iShares MSCI Italy Index Fund
iShares MSCI Japan Index Fund
iShares MSCI Japan Small Cap Index Fund
iShares MSCI Malaysia Index Fund
iShares MSCI Mexico Investable Market Index
  Fund
iShares MSCI Netherlands Investable Market
  Index Fund
iShares MSCI Pacific ex-Japan Index Fund
iShares MSCI Singapore Index Fund
iShares MSCI South Africa Index Fund
iShares MSCI South Korea Index Fund
iShares MSCI Spain Index Fund
iShares MSCI Sweden Index Fund
iShares MSCI Switzerland Index Fund
iShares MSCI Taiwan Index Fund
iShares MSCI Thailand Investable Market Index
  Fund
iShares MSCI Turkey Investable Market Index
  Fund



                                       39







DIANE HSIUNG
                                                                                  DOLLAR RANGE
                                                   --------------------------------------------------------------------------
                                                                          $10,001     $50,001    $100,001    $500,001    OVER
FUND                                                NONE    $1 TO $10K    TO $50K    TO $100K    TO $500K     TO $1M     $1M
-------------------------------------------------  ------  ------------  ---------  ----------  ----------  ----------  -----
                                                                                                   
iShares MSCI United Kingdom Index Fund






GREG SAVAGE
                                                                                  DOLLAR RANGE
                                                   --------------------------------------------------------------------------
                                                                          $10,001     $50,001    $100,001    $500,001    OVER
FUND                                                NONE    $1 TO $10K    TO $50K    TO $100K    TO $500K     TO $1M     $1M
-------------------------------------------------  ------  ------------  ---------  ----------  ----------  ----------  -----
                                                                                                   
iShares MSCI Australia Index Fund
iShares MSCI Austria Investable Market Index
  Fund
iShares MSCI Belgium Investable Market Index
  Fund
iShares MSCI Brazil Index Fund
iShares MSCI BRIC Index Fund
iShares MSCI Canada Index Fund
iShares MSCI Chile Investable Market Index Fund
iShares MSCI Emerging Markets 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 Israel Capped Investable Market
  Index Fund
iShares MSCI Italy Index Fund
iShares MSCI Japan Index Fund
iShares MSCI Japan Small Cap Index Fund
iShares MSCI Malaysia Index Fund
iShares MSCI Mexico Investable Market Index
  Fund
iShares MSCI Netherlands Investable Market
  Index Fund
iShares MSCI Pacific ex-Japan Index Fund
iShares MSCI Singapore Index Fund
iShares MSCI South Africa Index Fund
iShares MSCI South Korea Index Fund
iShares MSCI Spain Index Fund
iShares MSCI Sweden Index Fund
iShares MSCI Switzerland Index Fund
iShares MSCI Taiwan Index Fund
iShares MSCI Thailand Investable Market Index
  Fund
iShares MSCI Turkey Investable Market Index
  Fund
iShares MSCI United Kingdom Index Fund



CODES OF ETHICS.  The Company, BGFA and the Distributor have adopted Codes of
Ethics pursuant to Rule 17j-1 of the 1940 Act. The Codes of Ethics permit
personnel subject to the Codes of Ethics to invest in securities, subject to
certain limitations, including securities that may be purchased or held by the
Funds. The Codes of Ethics are on public file with, and are available from, the
SEC.

                                       40





ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT.  State Street Bank and Trust
Company ("State Street") serves as administrator, custodian and transfer agent
for the Funds. State Street's principal address is 200 Clarendon Street,
Boston, MA 02116. Pursuant to an Administration Agreement with the Company,
State Street provides necessary administrative, legal, tax and accounting and
financial reporting services for the maintenance and operations of the Company
and each Fund. In addition, State Street makes available the office space,
equipment, personnel and facilities required to provide such services. Pursuant
to a Custodian Agreement with the Company, State Street maintains in separate
accounts cash, securities and other assets of the Company and each Fund, keeps
all necessary accounts and records and provides other services. State Street is
required, upon the order of the Company, to deliver securities held by State
Street and to make payments for securities purchased by the Company for each
Fund. Also, pursuant to a Delegation Agreement with the Company, State Street
is authorized to appoint certain foreign custodians or foreign custody managers
for Fund investments outside the United States. Pursuant to a Transfer Agency
and Service Agreement with the Company, State Street acts as a transfer agent
for each Fund's authorized and issued shares of beneficial interest, and as
dividend disbursing agent of the Company. As compensation for these services,
State Street receives certain out-of-pocket costs, transaction fees and
asset-based fees which are accrued daily and paid monthly by BGFA from its
management fee.


The following table sets forth the administration, transfer agency and
custodian expenses of each Fund for the fiscal years noted:




                                                                 CUSTODY,            CUSTODY,            CUSTODY,
                                                              ADMINISTRATION,     ADMINISTRATION,    ADMINISTRATION,
                                                              TRANSFER AGENCY     TRANSFER AGENCY    TRANSFER AGENCY
                                                                 EXPENSES            EXPENSES            EXPENSES
                                                                PAID DURING         PAID DURING        PAID DURING
                                                   FUND         FISCAL YEAR         FISCAL YEAR        FISCAL YEAR
                                                INCEPTION    ENDED AUGUST 31,    ENDED AUGUST 31,    ENDED AUGUST 31,
FUND                                               DATE            2009                2008                2007
---------------------------------------------  -----------  ------------------  ------------------  -----------------
                                                                                        
iShares MSCI Australia Index Fund                03/12/96                           $  278,040          $  266,529
iShares MSCI Austria Investable Market Index
  Fund                                           03/12/96                               97,413             161,631
iShares MSCI Belgium Investable Market Index
  Fund                                           03/12/96                               62,330              60,170
iShares MSCI Brazil Index Fund                   07/10/00                            5,577,639           5,102,401
iShares MSCI BRIC Index Fund                     11/12/07                               49,596             N/A
iShares MSCI Canada Index Fund                   03/12/96                              194,366             135,281
iShares MSCI Chile Investable Market Index
  Fund                                           11/12/07                              136,959             N/A
iShares MSCI Emerging Markets Index Fund         04/07/03                            6,109,897           5,707,078
iShares MSCI EMU Index Fund                      07/25/00                              445,211             508,751
iShares MSCI France Index Fund                   03/12/96                               87,619              72,818
iShares MSCI Germany Index Fund                  03/12/96                              197,848             168,144
iShares MSCI Hong Kong Index Fund                03/12/96                              282,733             188,508
iShares MSCI Israel Capped Investable Market
  Index Fund                                     03/26/08                               43,748             N/A
iShares MSCI Italy Index Fund                    03/12/96                               35,405              46,124
iShares MSCI Japan Index Fund                    03/12/96                              573,182           1,047,176
iShares MSCI Japan Small Cap Index Fund          12/20/07                                6,582             N/A
iShares MSCI Malaysia Index Fund                 03/12/96                              555,721             577,302
iShares MSCI Mexico Investable Market Index
  Fund                                           03/12/96                              469,019             652,627
iShares MSCI Netherlands Investable Market
  Index Fund                                     03/12/96                               42,891              42,313
iShares MSCI Pacific ex-Japan Index Fund         10/25/01                              657,164             711,922
iShares MSCI Singapore Index Fund                03/12/96                              602,037             753,276
iShares MSCI South Africa Index Fund             02/03/03                              188,842             181,744
iShares MSCI South Korea Index Fund              05/09/00                            1,480,317           1,485,700
iShares MSCI Spain Index Fund                    03/12/96                               90,546             116,348



                                       41







                                                                 CUSTODY,            CUSTODY,            CUSTODY,
                                                              ADMINISTRATION,     ADMINISTRATION,    ADMINISTRATION,
                                                              TRANSFER AGENCY     TRANSFER AGENCY    TRANSFER AGENCY
                                                                 EXPENSES            EXPENSES            EXPENSES
                                                                PAID DURING         PAID DURING        PAID DURING
                                                   FUND         FISCAL YEAR         FISCAL YEAR        FISCAL YEAR
                                                INCEPTION    ENDED AUGUST 31,    ENDED AUGUST 31,    ENDED AUGUST 31,
FUND                                               DATE            2009                2008                2007
---------------------------------------------  -----------  ------------------  ------------------  -----------------
                                                                                        
iShares MSCI Sweden Index Fund                   03/12/96                               67,251             94,767
iShares MSCI Switzerland Index Fund              03/12/96                               62,910             63,264
iShares MSCI Taiwan Index Fund                   06/20/00                            1,922,252          2,523,403
iShares MSCI Thailand Investable Market Index
  Fund                                           03/26/08                                8,818             N/A
iShares MSCI Turkey Investable Market Index
  Fund                                           03/26/08                               20,918             N/A
iShares MSCI United Kingdom Index Fund           03/12/96                               67,659            105,612




DISTRIBUTOR.  The Distributor's principal address is One Freedom Valley Drive,
Oaks, PA 19456. The Distributor has entered into a Distribution Agreement with
the Company pursuant to which it distributes shares of each Fund. The
Distribution Agreement will continue for two years from its effective date and
is renewable annually. Shares are continuously offered for sale by the Funds
through the Distributor only in Creation Units, as described in the Prospectus
and below in the CREATION AND REDEMPTION OF CREATION UNITS section of this SAI.
Shares in less than Creation Units are not distributed by the Distributor. The
Distributor will deliver the Prospectus and, upon request, the SAI to persons
purchasing Creation Units and will maintain records of both orders placed with
it and confirmations of acceptance furnished by it. The Distributor is a
broker-dealer registered under the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and a member of the Financial Industry Regulatory Authority
("FINRA").


The Distribution Agreement for each Fund provides that it may be terminated at
any time, without the payment of any penalty, on at least 60 days' prior
written notice to the other party following (i) the vote of a majority of the
Independent Directors, or (ii) the vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the relevant Fund. The Distribution
Agreement will terminate automatically in the event of its assignment (as
defined in the 1940 Act).


The Distributor may also enter into agreements with securities dealers
("Soliciting Dealers") who will solicit purchases of Creation Units of Fund
shares. Such Soliciting Dealers may also be Authorized Participants (as defined
below), DTC participants and/or Investor Services Organizations.


BGFA or BGI may, from time to time and from its own resources, pay, defray or
absorb costs relating to distribution, including payments out of its own
resources to the Distributor, or to otherwise promote the sale of shares.

The following table sets forth the compensation paid by BGFA to the Distributor
for certain services, not primarily intended to result in the sale of Fund
shares, provided to each Fund during the periods noted below:




                                                               COMPENSATION        COMPENSATION        COMPENSATION
                                                                PAID DURING         PAID DURING        PAID DURING
                                                   FUND         FISCAL YEAR         FISCAL YEAR        FISCAL YEAR
                                                INCEPTION    ENDED AUGUST 31,    ENDED AUGUST 31,    ENDED AUGUST 31,
FUND                                               DATE            2009                2008                2007
---------------------------------------------  -----------  ------------------  ------------------  -----------------
                                                                                        
iShares MSCI Australia Index Fund                03/12/96                           $36,898            $50,592
iShares MSCI Austria Investable Market Index
  Fund                                           03/12/96                            36,898             50,592
iShares MSCI Belgium Investable Market Index
  Fund                                           03/12/96                            36,898             50,592
iShares MSCI Brazil Index Fund                   07/10/00                            36,898             50,592
iShares MSCI BRIC Index Fund                     11/12/07                            28,067              N/A
iShares MSCI Canada Index Fund                   03/12/96                            36,898             50,592
iShares MSCI Chile Investable Market Index
  Fund                                           11/12/07                            28,067              N/A
iShares MSCI Emerging Markets Index Fund         04/07/03                            36,898             50,592
iShares MSCI EMU Index Fund                      07/25/00                            36,898             50,592



                                       42







                                                               COMPENSATION        COMPENSATION        COMPENSATION
                                                                PAID DURING         PAID DURING         PAID DURING
                                                   FUND         FISCAL YEAR         FISCAL YEAR          FISCAL YEAR
                                                INCEPTION    ENDED AUGUST 31,    ENDED AUGUST 31,    ENDED AUGUST 31,
FUND                                               DATE            2009                2008                2007
---------------------------------------------  -----------  ------------------  ------------------  -----------------
                                                                                         
iShares MSCI France Index Fund                   03/12/96                            36,898             50,592
iShares MSCI Germany Index Fund                  03/12/96                            36,898             50,592
iShares MSCI Hong Kong Index Fund                03/12/96                            36,898             50,592
iShares MSCI Israel Capped Investable Market
  Index Fund                                     03/26/08                            10,398               N/A
iShares MSCI Italy Index Fund                    03/12/96                            36,898             50,592
iShares MSCI Japan Index Fund                    03/12/96                            36,898             50,592
iShares MSCI Japan Small Cap Index Fund          12/20/07                            18,386               N/A
iShares MSCI Malaysia Index Fund                 03/12/96                            36,898             50,592
iShares MSCI Mexico Investable Market Index
  Fund                                           03/12/96                            36,898             50,592
iShares MSCI Netherlands Investable Market
  Index Fund                                     03/12/96                            36,898             50,592
iShares MSCI Pacific ex-Japan Index Fund         10/25/01                            36,898             50,592
iShares MSCI Singapore Index Fund                03/12/96                            36,898             50,592
iShares MSCI South Africa Index Fund             02/03/03                            36,898             50,592
iShares MSCI South Korea Index Fund              05/09/00                            36,898             50,592
iShares MSCI Spain Index Fund                    03/12/96                            36,898             50,592
iShares MSCI Sweden Index Fund                   03/12/96                            36,898             50,592
iShares MSCI Switzerland Index Fund              03/12/96                            36,898             50,592
iShares MSCI Taiwan Index Fund                   06/20/00                            36,898             50,592
iShares MSCI Thailand Investable Market Index
  Fund                                           03/26/08                            10,398               N/A
iShares MSCI Turkey Investable Market Index
  Fund                                           03/26/08                            10,398               N/A
iShares MSCI United Kingdom Index Fund           03/12/96                            36,898             50,592



                                       43




Brokerage Transactions

BGFA assumes general supervision over placing orders on behalf of each Fund for
the purchase and sale of portfolio securities. In selecting brokers or dealers
for any transaction in portfolio securities, BGFA's policy is to make such
selection based on factors deemed relevant, including but not limited to, the
breadth of the market in the security, the price of the security, the
reasonableness of the commission or mark-up or mark-down, if any, execution
capability, settlement capability, back office efficiency and the financial
condition of the broker or dealer, both for the specific transaction and on a
continuing basis. The overall reasonableness of brokerage commissions paid is
evaluated by BGFA based upon its knowledge of available information as to the
general level of commissions paid by other institutional investors for
comparable services. Brokers may also be selected because of their ability to
handle special or difficult executions, such as may be involved in large block
trades, less liquid securities, broad distributions, or other circumstances.
BGFA does not consider the provision or value of research, products or services
a broker or dealer may provide, if any, as a factor in the selection of a
broker or dealer or the determination of the reasonableness of commissions paid
in connection with portfolio transactions. The Company has adopted policies and
procedures that prohibit the consideration of sales of a Fund's shares as a
factor in the selection of a broker or a dealer to execute its portfolio
transactions.

The table below sets forth the brokerage commissions paid by each Fund for the
fiscal years noted. Any differences in brokerage commissions paid by a Fund
from year to year are due to increases or decreases in that Fund's assets over
those periods:




                                                                COMMISSIONS         COMMISSIONS        COMMISSIONS
                                                                PAID DURING         PAID DURING        PAID DURING
                                                   FUND         FISCAL YEAR         FISCAL YEAR        FISCAL YEAR
                                                INCEPTION    ENDED AUGUST 31,    ENDED AUGUST 31,    ENDED AUGUST 31,
FUND                                               DATE            2009                2008                2007
---------------------------------------------  -----------  ------------------  ------------------  -----------------
                                                                                        
iShares MSCI Australia Index Fund                03/12/96                           $  190,106          $  150,264
iShares MSCI Austria Investable Market Index
  Fund                                           03/12/96                              150,770             224,572
iShares MSCI Belgium Investable Market Index
 Fund                                            03/12/96                               95,026              72,646
iShares MSCI Brazil Index Fund                   07/10/00                            2,382,012             626,251
iShares MSCI BRIC Index Fund                     11/12/07                                9,606             N/A
iShares MSCI Canada Index Fund                   03/12/96                              318,661             251,510
iShares MSCI Chile Investable Market Index
  Fund                                           11/12/07                               19,335             N/A
iShares MSCI Emerging Markets Index Fund         04/07/03                            4,360,370           2,129,900
iShares MSCI EMU Index Fund                      07/25/00                              589,966             129,208
iShares MSCI France Index Fund                   03/12/96                               30,916              13,158
iShares MSCI Germany Index Fund                  03/12/96                              118,584              52,232
iShares MSCI Hong Kong Index Fund                03/12/96                              101,228              70,338
iShares MSCI Israel Capped Investable Market
  Index Fund                                     03/26/08                               19,216             N/A
iShares MSCI Italy Index Fund                    03/12/96                               62,742              33,919
iShares MSCI Japan Index Fund                    03/12/96                              226,491             249,884
iShares MSCI Japan Small Cap Index Fund          12/20/07                                1,121             N/A
iShares MSCI Malaysia Index Fund                 03/12/96                              289,931             365,787
iShares MSCI Mexico Investable Market Index
  Fund                                           03/12/96                              237,428             324,446
iShares MSCI Netherlands Investable Market
 Index Fund                                      03/12/96                               78,349              33,790
iShares MSCI Pacific ex-Japan Index Fund         10/25/01                              507,720             489,046
iShares MSCI Singapore Index Fund                03/12/96                              366,027             260,531
iShares MSCI South Africa Index Fund             02/03/03                              336,694              92,616
iShares MSCI South Korea Index Fund              05/09/00                              712,192             124,150
iShares MSCI Spain Index Fund                    03/12/96                              173,721              82,292



                                       44







                                                                COMMISSIONS         COMMISSIONS        COMMISSIONS
                                                                PAID DURING         PAID DURING        PAID DURING
                                                   FUND         FISCAL YEAR         FISCAL YEAR        FISCAL YEAR
                                                INCEPTION    ENDED AUGUST 31,    ENDED AUGUST 31,    ENDED AUGUST 31,
FUND                                               DATE            2009                2008                2007
---------------------------------------------  -----------  ------------------  ------------------  -----------------
                                                                                        
iShares MSCI Sweden Index Fund                   03/12/96                              66,278             57,105
iShares MSCI Switzerland Index Fund              03/12/96                              44,826             22,495
iShares MSCI Taiwan Index Fund                   06/20/00                             562,575            463,491
iShares MSCI Thailand Investable Market Index
  Fund                                           03/26/08                              27,267              N/A
iShares MSCI Turkey Investable Market Index
  Fund                                           03/26/08                              48,787              N/A
iShares MSCI United Kingdom Index Fund           03/12/96                              95,464             77,455




The following table sets forth the names of the Funds' "regular broker
dealers," as defined under the 1940 Act, which derive more than 15% of their
gross revenues from securities-related activities and in which the Funds
invest, together with the market value of each investment as of the applicable
Fund's fiscal year ended August 31, 2009:





                                                       MARKET VALUE
FUND                           ISSUER                  OF INVESTMENT
-----------------------------  ---------------------  --------------
                                                
MSCI EMU Index Fund            Societe Generale       $

                               Deutsche Bank AG

MSCI France Index Fund         Societe Generale

MSCI Germany Index Fund        Deutsche Bank AG

MSCI Switzerland Index Fund    UBS AG

                               Credit Suisse Group




None of the Funds paid any brokerage commissions to Barclays Global Investor
Services, an affiliate of BGFA, and a subsidiary of BGI, during the fiscal year
ended August 31, 2009.


The Funds' purchase and sale orders for securities may be combined with those
of other investment companies, clients or accounts that BGFA manages or advises
and for which it has brokerage placement authority. If purchases or sales of
portfolio securities of the Funds and one or more other accounts managed or
advised by BGFA are considered at or about the same time, transactions in such
securities are allocated among the Fund and the other accounts in a manner
deemed equitable to all by BGFA. In some cases, this procedure could have a
detrimental effect on the price or volume of the security as far as the Funds
are concerned. However, in other cases, it is possible that the ability to
participate in volume transactions and to negotiate lower transaction costs
will be beneficial to the Fund. BGFA may deal, trade and invest for its own
account in the types of securities in which the Funds may invest. BGFA may,
from time to time, effect trades on behalf of and for the account of the Funds
with brokers or dealers that are affiliated with BGFA, in conformity with the
1940 Act and SEC rules and regulations. Under these provisions, any commissions
paid to affiliated brokers or dealers must be reasonable and fair compared to
the commissions charged by other brokers or dealers in comparable transactions.
The Funds will not deal with affiliates in principal transactions unless
permitted by applicable SEC rule or regulation or by SEC exemptive order.

Portfolio turnover may vary from year to year as well as within a year. High
turnover rates may result in comparatively greater brokerage expenses. The
portfolio turnover rate for each Fund is generally expected to be under 50%.
The overall reasonableness of brokerage commissions is evaluated by BGFA based
upon its knowledge of available information as to the general level of
commissions paid by the other institutional investors for comparable services.

                                       45




The table below sets forth the portfolio turnover rates of each Fund for the
                                periods noted:




                                                              FISCAL YEAR        FISCAL YEAR
                                                                 ENDED              ENDED
FUND                                                        AUGUST 31, 2009    AUGUST 31, 2008
---------------------------------------------------------  -----------------  ----------------
                                                                        
iShares MSCI Australia Index Fund                                                     10%
iShares MSCI Austria Investable Market Index Fund                                     26%
iShares MSCI Belgium Investable Market Index Fund                                     31%
iShares MSCI Brazil Index Fund                                                        30%
iShares MSCI BRIC Index Fund                                                           9%
iShares MSCI Canada Index Fund                                                        11%
iShares MSCI Chile Investable Market Index Fund                                       16%
iShares MSCI Emerging Markets Index Fund                                              11%
iShares MSCI EMU Index Fund                                                           27%
iShares MSCI France Index Fund                                                        10%
iShares MSCI Germany Index Fund                                                       11%
iShares MSCI Hong Kong Index Fund                                                     17%
iShares MSCI Israel Capped Investable Market Index Fund                                8%
iShares MSCI Italy Index Fund                                                         29%
iShares MSCI Japan Index Fund                                                          4%
iShares MSCI Japan Small Cap Index Fund                                                7%
iShares MSCI Malaysia Index Fund                                                      92%
iShares MSCI Mexico Investable Market Index Fund                                      13%
iShares MSCI Netherlands Investable Market Index Fund                                 26%
iShares MSCI Pacific ex-Japan Index Fund                                              14%
iShares MSCI Singapore Index Fund                                                     16%
iShares MSCI South Africa Index Fund                                                  21%
iShares MSCI South Korea Index Fund                                                   42%
iShares MSCI Spain Index Fund                                                         22%
iShares MSCI Sweden Index Fund                                                        17%
iShares MSCI Switzerland Index Fund                                                   11%
iShares MSCI Taiwan Index Fund                                                        33%
iShares MSCI Thailand Investable Market Index Fund                                    19%
iShares MSCI Turkey Investable Market Index Fund                                      27%
iShares MSCI United Kingdom Index Fund                                                14%



Additional Information Concerning the Company


CAPITAL STOCK. The Company currently is comprised of [31]series referred to as
funds. Each series issues shares of common stock, par value $0.001 per share.
The Company has authorized and issued the following funds as separate series of
capital stock: the iShares MSCI Australia Index Fund, the iShares MSCI Austria
Index Fund, the iShares MSCI Belgium Index Fund, the iShares MSCI Brazil Index
Fund, the iShares MSCI BRIC Index Fund, the iShares MSCI Canada Index Fund, the
iShares MSCI Chile Index Fund, the iShares MSCI Emerging Markets Index Fund, the
iShares MSCI Emerging Markets Eastern Europe Index Fund, the iShares MSCI EMU
Index Fund, the iShares MSCI France Index Fund, the iShares MSCI Germany Index
Fund, the iShares MSCI Hong Kong Index Fund, the iShares MSCI Israel Capped
Investable Market Index, the iShares MSCI Italy Index Fund, the iShares MSCI
Japan Index Fund, the iShares MSCI Japan Small Cap Index Fund, the iShares MSCI
Malaysia Index Fund, the iShares MSCI Mexico Index Fund, the iShares MSCI
Netherlands Index Fund, the iShares MSCI Pacific ex-Japan Index Fund, the
iShares MSCI Singapore Index Fund, the iShares MSCI South Africa Index Fund, the
iShares MSCI South Korea Index Fund, the iShares MSCI Spain Index Fund, the
iShares MSCI Sweden Index Fund, the iShares MSCI Switzerland Index Fund, the
iShares MSCI Taiwan Index Fund, the iShares MSCI Thailand Investable Market
Index Fund, the iShares MSCI Turkey Investable Market Index Fund and the iShares
MSCI United Kingdom Index Fund. The Company has authorized for issuance, but is
not currently offering for sale to the public, eight additional series of shares
of common stock. The Board may designate additional series of common stock and
classify shares of a particular series into one or more


                                       46





classes of that series. The Amended and Restated Articles of Incorporation
confers upon the Board the power to establish the number of shares which
constitute a Creation Unit or by resolution, restrict the redemption right to
Creation Units.

Each share issued by a Fund has a pro rata interest in the assets of that Fund.
The Company is currently authorized to issue 16.85 billion shares of common
stock. The following number of shares is currently authorized for each of the
Funds: the iShares MSCI Australia Index Fund, 127.8 million shares; the iShares
MSCI Austria Investable Market Index Fund, 100 million shares; the iShares MSCI
Belgium Investable Market Index Fund, 136.2 million shares; the iShares MSCI
Brazil Index Fund, 500 million shares; the iShares MSCI BRIC Index Fund, 500
million shares; the iShares MSCI Canada Index Fund, 340.2 million shares; the
iShares MSCI Chile Investable Market Index Fund, 200 million shares; the
iShares MSCI Emerging Markets Index Fund, 1.5 billion shares; the iShares MSCI
Emerging Markets Eastern Europe Index Fund, 200 million shares; the iShares
MSCI EMU Index Fund, 1 billion shares; the iShares MSCI France Index Fund,
340.2 million shares; the iShares MSCI Germany Index Fund, 382.2 million
shares; the iShares MSCI Hong Kong Index Fund, 250 million shares; the iShares
MSCI Israel Capped Investable Market Index Fund, 500 million; the iShares MSCI
Italy Index Fund, 63.6 million shares; the iShares MSCI Japan Index Fund,
2,124.6 million shares; the iShares MSCI Japan Small Cap Index Fund, 500
million shares; the iShares MSCI Malaysia Index Fund, 300 million shares; the
iShares MSCI Mexico Investable Market Index Fund, 255 million shares; the
iShares MSCI Netherlands Investable Market Index Fund, 255 million shares; the
iShares MSCI Pacific ex-Japan Index Fund, 1 billion shares; the iShares MSCI
Singapore Index Fund, 300 million shares; the iShares MSCI South Africa Index
Fund, 400 million shares; the iShares MSCI South Korea Index Fund, 200 million
shares; the iShares MSCI Spain Index Fund, 127.8 million shares; the iShares
MSCI Sweden Index Fund, 63.6 million shares; the iShares MSCI Switzerland Index
Fund, 318.625 million shares; the iShares MSCI Taiwan Index Fund, 400 million
shares; the iShares MSCI Thailand Investable Market Index Fund, 200 million;
the iShares MSCI Turkey Investable Market Index Fund, 200 million; and the
iShares MSCI United Kingdom Index Fund, 934.2 million shares. Fractional shares
will not be issued. Shares have no preemptive, exchange, subscription or
conversion rights and are freely transferable. Each share is entitled to
participate equally in dividends and distributions declared by the Board with
respect to the relevant Fund, and in the net distributable assets of such Fund
on liquidation. Shareholders are entitled to require the Company to redeem
Creation Units of their shares. The Articles of Incorporation confer upon the
Board the power, by resolution, to alter the number of shares constituting a
Creation Unit or to specify that shares of common stock of the Company may be
individually redeemable.


Each share has one vote with respect to matters upon which a stockholder vote
is required consistent with the requirements of the 1940 Act and the rules
promulgated thereunder and the Maryland General Corporation Law. Stockholders
have no cumulative voting rights with respect to their shares. Shares of all
Funds vote together as a single class except that, if the matter being voted on
affects only a particular Fund or, if a matter affects a particular Fund
differently from other Funds, that Fund will vote separately on such matter.


Under Maryland law, the Company is not required to hold an annual meeting of
stockholders unless required to do so under the 1940 Act. The policy of the
Company is not to hold an annual meeting of stockholders unless required to do
so under the 1940 Act. Under Maryland law, Directors of the Company may be
removed by vote of the stockholders.


Following the creation of the initial Creation Unit(s) of shares of a fund and
immediately prior to the commencement of trading in such fund's shares, a
holder of shares may be a "control person" of the fund, as defined in the 1940
Act. A fund cannot predict the length of time for which one or more
stockholders may remain a control person of the fund.


Shareholders may make inquiries by writing to the Company, c/o the Distributor,
SEI Investments Distribution Co., at One Freedom Valley Drive, Oaks, PA 19456.


Absent an applicable exemption or other relief from the SEC or its staff,
beneficial owners of more than 5% of the shares of a fund may be subject to the
reporting provisions of Section 13 of the 1934 Act and the SEC's rules
promulgated thereunder. In addition, absent an applicable exemption or other
relief from the SEC staff, officers and directors of a fund and beneficial
owners of 10% of the shares of a fund ("Insiders") may be subject to the
insider reporting, short-swing profit and short sale provisions of Section 16
of the 1934 Act and the SEC's rules promulgated thereunder. Beneficial owners
and Insiders should consult with their own legal counsel concerning their
obligations under Sections 13 and 16 of the 1934 Act.

TERMINATION OF THE COMPANY OR A FUND. The Company or a Fund may be terminated
by a majority vote of the Board or the affirmative vote of a supermajority of
the holders of the Company or such Fund entitled to vote on termination.
Although the shares are not automatically redeemable upon the occurrence of any
specific event, the Company's organizational documents provide that the Board
will have the unrestricted power to alter the number of shares in a Creation
Unit. In the

                                       47




event of a termination of the Company or a Fund, the Board, in its sole
discretion, could determine to permit the shares to be redeemable in
aggregations smaller than Creation Units or to be individually redeemable. In
such circumstance, the Company may make redemptions in kind, for cash or for a
combination of cash or securities.

DTC AS SECURITIES DEPOSITORY FOR SHARES OF THE FUNDS.  Shares of each Fund are
represented by securities registered in the name of DTC or its nominee and
deposited with, or on behalf of, DTC.


DTC, a limited-purpose trust company, was created to hold securities of its
participants ("DTC Participants") and to facilitate the clearance and
settlement of securities transactions among the DTC Participants in such
securities through electronic book-entry changes in accounts of the DTC
Participants, thereby eliminating the need for physical movement of securities'
certificates. DTC Participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own DTC. More specifically, DTC is owned by
a number of its DTC Participants and by the NYSE, the NYSE Amex Equities and
the FINRA. Access to the DTC system is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a DTC Participant, either directly or indirectly ("Indirect
Participants").


Beneficial ownership of shares is limited to DTC Participants, Indirect
Participants and persons holding interests through DTC Participants and
Indirect Participants. Ownership of beneficial interests in shares (owners of
such beneficial interests are referred to herein as "Beneficial Owners") is
shown on, and the transfer of ownership is effected only through, records
maintained by DTC (with respect to DTC Participants) and on the records of DTC
Participants (with respect to Indirect Participants and Beneficial Owners that
are not DTC Participants). Beneficial Owners will receive from or through the
DTC Participant a written confirmation relating to their purchase of shares.
The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
laws may impair the ability of certain investors to acquire beneficial
interests in shares.

Conveyance of all notices, statements and other communications to Beneficial
Owners is effected as follows. Pursuant to the Depositary Agreement between the
Company and DTC, DTC is required to make available to the Company upon request
and for a fee to be charged to the Company a listing of the shares of each Fund
held by each DTC Participant. The Company shall inquire of each such DTC
Participant as to the number of Beneficial Owners holding shares, directly or
indirectly, through such DTC Participant. The Company shall provide each such
DTC Participant with copies of such notice, statement or other communication,
in such form, number and at such place as such DTC Participant may reasonably
request, in order that such notice, statement or communication may be
transmitted by such DTC Participant, directly or indirectly, to such Beneficial
Owners. In addition, the Company shall pay to each such DTC Participant a fair
and reasonable amount as reimbursement for the expenses attendant to such
transmittal, all subject to applicable statutory and regulatory requirements.

Share distributions shall be made to DTC or its nominee, Cede & Co., as the
registered holder of all shares of the Company. DTC or its nominee, upon
receipt of any such distributions, shall credit immediately DTC Participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in shares of each Fund as shown on the records of DTC or its nominee.
Payments by DTC Participants to Indirect Participants and Beneficial Owners of
shares held through such DTC Participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in a "street name,"
and will be the responsibility of such DTC Participants.

The Company has no responsibility or liability for any aspect of the records
relating to or notices to Beneficial Owners, or payments made on account of
beneficial ownership interests in such shares, or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests, or
for any other aspect of the relationship between DTC and the DTC Participants
or the relationship between such DTC Participants and the Indirect Participants
and Beneficial Owners owning through such DTC Participants. DTC may decide to
discontinue providing its service with respect to shares of the Company at any
time by giving reasonable notice to the Company and discharging its
responsibilities with respect thereto under applicable law. Under such
circumstances, the Company shall take action to find a replacement for DTC to
perform its functions at a comparable cost.

                                       48




Creation and Redemption of Creation Units


GENERAL.  The Company issues and sells shares of each Fund only in Creation
Units on a continuous basis through the Distributor, without a sales load, at
the Fund's NAV next determined after receipt, on any Business Day (as defined
herein), of an order in proper form. The following table sets forth the number
of shares of a Fund that constitute a Creation Unit for such Fund and the value
of such Creation Unit as of September 30, 2009:





                                                                              VALUE PER
                                                              SHARES PER       CREATION
FUND                                                        CREATION UNIT    UNIT ($U.S.)
---------------------------------------------------------  ---------------  -------------
                                                                      
iShares MSCI Australia Index Fund                              200,000            $
iShares MSCI Austria Investable Market Index Fund              100,000
iShares MSCI Belgium Investable Market Index Fund               40,000
iShares MSCI Brazil Index Fund                                  50,000
iShares MSCI BRIC Index Fund                                    50,000
iShares MSCI Canada Index Fund                                 100,000
iShares MSCI Chile Investable Market Index Fund                 50,000
iShares MSCI Emerging Markets Index Fund                       450,000
iShares MSCI EMU Index Fund                                    100,000
iShares MSCI France Index Fund                                 200,000
iShares MSCI Germany Index Fund                                300,000
iShares MSCI Hong Kong Index Fund                               75,000
iShares MSCI Israel Capped Investable Market Index Fund         50,000
iShares MSCI Italy Index Fund                                  150,000
iShares MSCI Japan Index Fund                                  600,000
iShares MSCI Japan Small Cap Index Fund                        100,000
iShares MSCI Malaysia Index Fund                                75,000
iShares MSCI Mexico Investable Market Index Fund               100,000
iShares MSCI Netherlands Investable Market Index Fund           50,000
iShares MSCI Pacific ex-Japan Index Fund                       300,000
iShares MSCI Singapore Index Fund                              100,000
iShares MSCI South Africa Index Fund                           100,000
iShares MSCI South Korea Index Fund                             50,000
iShares MSCI Spain Index Fund                                   75,000
iShares MSCI Sweden Index Fund                                  75,000
iShares MSCI Switzerland Index Fund                            125,000
iShares MSCI Taiwan Index Fund                                 200,000
iShares MSCI Thailand Investable Market Index Fund              50,000
iShares MSCI Turkey Investable Market Index Fund                50,000
iShares MSCI United Kingdom Index Fund                         200,000



The Board reserves the right to declare a split or a consolidation in the
number of shares outstanding of any Fund of the Company, and to make a
corresponding change in the number of shares constituting a Creation Unit, in
the event that the per share price in the secondary market rises (or declines)
to an amount that falls outside the range deemed desirable by the Board.


A "Business Day" with respect to each Fund is any day on which the Listing
Exchange on which the Fund is listed for trading is open for business. As of
the date of this SAI, each Listing Exchange observes the following holidays, as
observed: New Year's Day, Dr. Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.


FUND DEPOSIT.  The consideration for purchase of Creation Units of a Fund
(except for the iShares MSCI Brazil Index Fund, iShares MSCI Chile Investable
Market Index Fund, iShares MSCI Malaysia Index Fund, iShares MSCI South Korea
Index Fund and iShares MSCI Taiwan Index Fund, which are currently offered in
Creation Units solely for cash, and the iShares MSCI BRIC Index Fund and
iShares MSCI Emerging Markets Index Fund which are currently offered in
Creation Units partially for cash),

                                       49




generally consists of the in kind deposit of a designated portfolio of equity
securities (I.E., the "Deposit Securities"), which constitutes an optimized
representation of the securities of the relevant Fund's Underlying Index and the
Cash Component computed as described below. Together, the Deposit Securities and
the Cash Component constitute the "Fund Deposit," which represents the minimum
initial and subsequent investment amount for a Creation Unit of any Fund. The
Cash Component is an amount equal to the difference between the NAV of the
shares (per Creation Unit) and the "Deposit Amount," which is an amount equal to
the market value of the Deposit Securities and serves to compensate for any
differences between the NAV per Creation Unit and the Deposit Amount. Payment of
any stamp duty or other similar fees and expenses payable upon transfer of
beneficial ownership of the Deposit Securities shall be the sole responsibility
of the Authorized Participant that purchased the Creation Unit.


BGFA makes available through the NSCC on each Business Day, prior to the
opening of business on the Listing Exchange, the list of names and the required
number of shares of each Deposit Security to be included in the current Fund
Deposit (based on information at the end of the previous Business Day) for each
Fund. Such Fund Deposit is applicable, subject to any adjustments as described
below, in order to effect purchases of Creation Units of shares of a given Fund
until such time as the next-announced Fund Deposit is made available.


The identity and number of shares of the Deposit Securities pursuant to changes
in composition of the Fund's portfolio and changes as rebalancing adjustments
and corporate action events are reflected from time to time by BGFA with a view
to the investment objective of the Fund. The composition of the Deposit
Securities may also change in response to adjustments to the weighting or
composition of the component securities constituting the relevant Underlying
Index.

The Company reserves the right to permit or require the substitution of a "cash
in lieu" amount to be added to the Cash Component to replace any Deposit
Security that may not be available in sufficient quantity for delivery or that
may not be eligible for transfer through the systems of DTC of the Clearing
Process (discussed below). The Company also reserves the right to permit or
require a "cash in lieu" amount where the delivery of the Deposit Security by
the Authorized Participant (as described below) would be restricted under
applicable securities laws or where the delivery of the Deposit Security to the
Authorized Participant would result in the disposition of the Deposit Security
by the Authorized Participant becoming restricted under applicable securities
laws, or in certain other situations. The adjustments described above will
reflect changes, known to BGFA on the date of announcement to be in effect by
the time of delivery of the Fund Deposit, in the composition of the subject
index being tracked by the relevant Fund, or resulting from stock splits and
other corporate actions.

ROLE OF THE AUTHORIZED PARTICIPANT.  Creation Units may be purchased only by or
through a DTC Participant that has entered into an Authorized Participant
Agreement with the Distributor (an "Authorized Participant"). Such Authorized
Participant will agree, pursuant to the terms of such Authorized Participant
Agreement and on behalf of itself or any investor on whose behalf it will act,
to certain conditions, including that such Authorized Participant will make
available in advance of each purchase of shares an amount of cash sufficient to
pay the Cash Component, once the NAV of a Creation Unit is next determined
after receipt of the purchase order in proper form, together with the
transaction fee described below. The Authorized Participant may require the
investor to enter into an agreement with such Authorized Participant with
respect to certain matters, including payment of the Cash Component. Investors
who are not Authorized Participants must make appropriate arrangements with an
Authorized Participant. Investors should be aware that their particular broker
may not be a DTC Participant or may not have executed an Authorized Participant
Agreement and that orders to purchase Creation Units may have to be placed by
the investor's broker through an Authorized Participant. As a result, purchase
orders placed through an Authorized Participant may result in additional
charges to such investor. The Company does not expect to enter into an
Authorized Participant Agreement with more than a small number of DTC
Participants. A list of current Authorized Participants may be obtained from
the Distributor.

PURCHASE ORDER.  To initiate an order for a Creation Unit, an Authorized
Participant must submit to the Distributor an irrevocable order to purchase
shares of a Fund. The Distributor will notify BGFA and the Custodian of such
order. The Custodian will then provide such information to the appropriate
subcustodian. For each Fund, the Custodian shall cause the subcustodian to
maintain an account into which the Authorized Participant shall deliver, on
behalf of itself or the party on whose behalf it is acting, the securities
included in the designated Fund Deposit (or the cash value of all or a part of
such securities, in the case of a permitted or required cash purchase or "cash
in lieu" amount), with any appropriate adjustments as advised by the Company.
Deposit Securities must be delivered to an account maintained at the applicable
local subcustodian. Those placing orders to purchase Creation Units through an
Authorized Participant should allow sufficient time to permit proper submission
of the purchase order to the Distributor by the cut-off time on such Business
Day.

                                       50





The Authorized Participant must also make available on or before the
contractual settlement date, by means satisfactory to the Company, immediately
available or same day funds estimated by the Company to be sufficient to pay
the Cash Component next determined after acceptance of the purchase order,
together with the applicable purchase transaction fee. Any excess funds will be
returned following settlement of the issue of the Creation Unit. Those placing
orders should ascertain the deadline for cash transfers by contacting the
operations department of the broker or depositary institution effectuating the
transfer of the Cash Component. This deadline is likely to be significantly
earlier than the closing time of the regular trading session on the Listing
Exchange.


Investors should be aware that an Authorized Participant may require orders for
purchases of shares placed with it to be in the particular form required by the
individual Authorized Participant.

TIMING OF SUBMISSION OF PURCHASE ORDERS.  For most Funds, an Authorized
Participant must submit an irrevocable purchase before 4:00 p.m., Eastern time
on any Business Day in order to receive that day's NAV. An Authorized
Participant must submit an irrevocable order to purchase shares of the iShares
MSCI Malaysia Index Fund, iShares MSCI South Korea Index Fund and iShares MSCI
Taiwan Index Fund by 11:59 p.m., Eastern time on any Business Day in order to
receive the next Business Day's NAV. Orders to purchase shares of the iShares
MSCI Malaysia Index Fund, iShares MSCI South Korea Index Fund or iShares MSCI
Taiwan Index Fund that are submitted on the Business Day immediately preceding
a holiday or a day (other than a weekend) when the equity markets in the
relevant foreign market are closed will not be accepted. An Authorized
Participant must submit an irrevocable order to purchase shares of the iShares
MSCI Brazil Index Fund, iShares MSCI BRIC Index Fund and iShares MSCI Chile
Investable Market Index Fund before 3:00 p.m., Eastern time on any Business Day
in order to receive that day's NAV. In addition, orders to purchase shares of
the iShares MSCI Brazil Index Fund, iShares MSCI BRIC Index Fund and iShares
MSCI Chile Investable Market Index Fund will not be accepted on any day when
the equity markets in the relevant foreign market are closed. An Authorized
Participant must submit an irrevocable request to redeem shares of the iShares
MSCI Emerging Markets Index Fund by 5:00 p.m., Eastern time (or by one hour
after the close of the Listing Exchange, if earlier) on any Business Day in
order to receive the next Business Day's NAV. Orders to redeem shares of the
Fund that are submitted on the Business Day immediately preceding a holiday or
day (other than a weekend) when the equity markets in the relevant foreign
market are closed may not be accepted. The Distributor in its discretion may
permit the submission of such orders and requests by or through an Authorized
Participant at any time (including on days on which the Listing Exchange is not
open for business) via communication through the facilities of the
Distributor's proprietary website maintained for this purpose. Purchase orders
and redemption requests, if accepted by the Company, will be processed based on
the NAV next determined after such acceptance in accordance with the Company's
standard cut-off times as provided in the Authorized Participant Agreement and
disclosed in this SAI.

ACCEPTANCE OF ORDER FOR CREATION UNIT.  Subject to the conditions that (i) an
irrevocable purchase order has been submitted by the Authorized Participant
(either on its own or another investor's behalf) and (ii) arrangements
satisfactory to the Company are in place for payment of the Cash Component and
any other cash amounts which may be due, the Company will accept the order,
subject to its right (and the right of the Distributor and BGFA) to reject any
order until acceptance.

Once the Company has accepted an order, upon next determination of the NAV of
the shares, the Company will confirm the issuance of a Creation Unit, against
receipt of payment, at such NAV. The Distributor will then transmit a
confirmation of acceptance to the Authorized Participant that placed the order.

The Company reserves the absolute right to reject or revoke a creation order
transmitted to it by the Distributor in respect of any Fund if (i) the order is
not in proper form; (ii) the investor(s) upon obtaining the shares ordered,
would own 80% or more of the currently outstanding shares of any Fund; (iii)
the Deposit Securities delivered do not conform to the identity and number of
shares specified by BGFA, as described above; (iv) acceptance of the Deposit
Securities would have certain adverse tax consequences to the Fund; (v)
acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful;
(vi) acceptance of the Fund Deposit would, in the discretion of the Company or
BGFA, have an adverse effect on the Company or the rights of beneficial owners;
or (vii) circumstances outside the control of the Company, the Distributor and
BGFA make it impracticable to process purchase orders. The Company shall notify
a prospective purchaser of a Creation Unit and/or the Authorized Participant
acting on behalf of such purchaser of its rejection of such order. The Company,
State Street, the subcustodian and the Distributor are under no duty, however,
to give notification of any defects or irregularities in the delivery of
Portfolio Deposits nor shall any of them incur any liability for failure to
give such notification.

ISSUANCE OF A CREATION UNIT.  Except as provided herein, a Creation Unit will
not be issued until the transfer of good title to the Company of the Deposit
Securities and the payment of the Cash Component have been completed. When the
subcustodian

                                       51





has confirmed to the Custodian that the securities included in the Fund Deposit
(or the cash value thereof) have been delivered to the account of the relevant
subcustodian or subcustodians, the Distributor and the Adviser shall be notified
of such delivery and the Company will issue and cause the delivery of the
Creation Unit. Creation Units typically are issued on a "T+3 basis" (I.E., three
Business Days after trade date). However, as discussed in the REGULAR HOLIDAYS
section, each Fund reserves the right to settle Creation Unit transactions on a
basis other than T+3 in order to accommodate non-U.S. market holiday schedules,
to account for different treatment among non-U.S. and U.S. markets of dividend
record dates and ex-dividend dates (I.E., the last day the holder of a security
can sell the security and still receive dividends payable on the security) and
in certain other circumstances.


To the extent contemplated by an Authorized Participant's agreement with the
Distributor, the Company will issue Creation Units to such Authorized
Participant notwithstanding the fact that the corresponding Portfolio Deposits
have not been received in part or in whole, in reliance on the undertaking of
the Authorized Participant to deliver the missing Deposit Securities as soon as
possible, which undertaking shall be secured by such Authorized Participant's
delivery and maintenance of collateral having a value at least equal to 115%,
which BGFA may change from time to time, of the value of the missing Deposit
Securities in accordance with the Company's then-effective procedures. The only
collateral that is acceptable to the Company is cash in U.S. dollars or an
irrevocable letter of credit in form, and drawn on a bank, that is satisfactory
to the Company. The cash collateral posted by the Authorized Participant may be
invested at the risk of the Authorized Participant, and income, if any, on
invested cash collateral will be paid to that Authorized Participant.
Information concerning the Company's current procedures for collateralization of
missing Deposit Securities is available from the Distributor. The Authorized
Participant Agreement will permit the Company to buy the missing Deposit
Securities at any time and will subject the Authorized Participant to liability
for any shortfall between the cost to the Company of purchasing such securities
and the cash collateral or the amount that may be drawn under any letter of
credit.

In certain cases, Authorized Participants may create and redeem Creation Units
on the same trade date and in these instances, the Company reserves the right to
settle these transactions on a net basis. All questions as to the number of
shares of each security in the Deposit Securities and the validity, form,
eligibility and acceptance for deposit of any securities to be delivered shall
be determined by the Company and the Company's determination shall be final and
binding.

CASH PURCHASE METHOD. Although the Company does not ordinarily permit cash
purchases of Creation Units of iShares funds, when Creation Units are available
or specified for a Fund (Creation Units of the iShares MSCI Brazil Index Fund,
iShares MSCI Chile Investable Market Index Fund, iShares MSCI Malaysia Index
Fund, iShares MSCI South Korea Index Fund and iShares MSCI Taiwan Index Fund are
currently offered only for cash and Creation Units of the iShares MSCI BRIC
Index Fund and iShares MSCI Emerging Markets Index Fund are currently offered
partially for cash), they will be effected in essentially the same manner as
in-kind purchases thereof. In the case of a cash purchase, the investor must pay
the cash equivalent of the Deposit Securities it would otherwise be required to
provide through an in-kind purchase, plus the same Cash Component required to be
paid by an in-kind purchaser. In addition, to offset the Company's brokerage and
other transaction costs associated with using the cash to purchase the requisite
Deposit Securities, the investor will be required to pay a fixed purchase
transaction fee, plus an additional variable charge for cash purchases, which is
expressed as a percentage of the value of the Deposit Securities.


CREATION TRANSACTION FEE. A standard creation transaction fee is imposed to
offset the transfer and other transaction costs associated with the issuance of
Creation Units. The standard creation transaction fee will be the same
regardless of the number of Creation Units purchased by a purchaser on the same
day. Purchasers of Creation Units for cash are required to pay an additional
variable charge to compensate the relevant Fund for brokerage and market impact
expenses. When the Company permits an in-kind purchaser to substitute cash in
lieu of depositing a portion of the Deposit Securities, the purchaser will be
assessed the additional variable charge for cash purchases on the cash in lieu
portion of its investment up to a maximum additional variable charge as
indicated in the chart below. Investors will also bear the costs of transferring
the Deposit Securities to the Company. Investors who use the services of a
broker or other such intermediary may be charged a fee for such services.


                                       52





The following table sets forth each Fund's standard maximum creation
transaction fees and maximum additional variable charges:





                                                            STANDARD CREATION    MAXIMUM ADDITIONAL
FUND                                                         TRANSACTION FEE      VARIABLE CHARGE*
---------------------------------------------------------  -------------------  -------------------
                                                                          
iShares MSCI Australia Index Fund                          $                           3.0%
iShares MSCI Austria Investable Market Index Fund                                      3.0%
iShares MSCI Belgium Investable Market Index Fund                                      3.0%
iShares MSCI Brazil Index Fund                                                         3.0%
iShares MSCI BRIC Index Fund                                                           3.0%.
iShares MSCI Canada Index Fund                                                         3.0%
iShares MSCI Chile Investable Market Index Fund                                        3.0%
iShares MSCI Emerging Markets Index Fund                                               3.0%
iShares MSCI EMU Index Fund                                                            3.0%
iShares MSCI France Index Fund                                                         3.0%
iShares MSCI Germany Index Fund                                                        3.0%
iShares MSCI Hong Kong Index Fund                                                      3.0%
iShares MSCI Israel Capped Investable Market Index Fund                                3.0%
iShares MSCI Italy Index Fund                                                          3.0%
iShares MSCI Japan Index Fund                                                          3.0%
iShares MSCI Japan Small Cap Index Fund                                                3.0%
iShares MSCI Malaysia Index Fund                                                       3.0%
iShares MSCI Mexico Investable Market Index Fund                                       3.0%
iShares MSCI Netherlands Investable Market Index Fund                                  3.0%
iShares MSCI Pacific ex-Japan Index Fund                                               3.0%
iShares MSCI Singapore Index Fund                                                      3.0%
iShares MSCI South Africa Index Fund                                                   3.0%
iShares MSCI South Korea Index Fund                                                    3.0%
iShares MSCI Spain Index Fund                                                          3.0%
iShares MSCI Sweden Index Fund                                                         3.0%
iShares MSCI Switzerland Index Fund                                                    3.0%
iShares MSCI Taiwan Index Fund                                                         3.0%
iShares MSCI Thailand Investable Market Index Fund                                     3.0%
iShares MSCI Turkey Investable Market Index Fund                                       3.0%
iShares MSCI United Kingdom Index Fund                                                 3.0%



-------
*    As a percentage of the amount invested.

REDEMPTION OF CREATION UNITS. Shares of a Fund may be redeemed only in Creation
Units at their NAV next determined after receipt of a redemption request in
proper form by the Distributor and only on a Business Day. The Company will not
redeem shares in amounts less than Creation Units. Beneficial owners also may
sell shares in the secondary market but must accumulate enough shares to
constitute a Creation Unit in order to have such shares redeemed by the Company.
There can be no assurance, however, that there will be sufficient liquidity in
the public trading market at any time to permit assembly of a Creation Unit.
Investors should expect to incur brokerage and other costs in connection with
assembling a sufficient number of shares to constitute a redeemable Creation
Unit.

With respect to each Fund (other than the iShares MSCI Brazil Index Fund,
iShares MSCI Chile Investable Market Index Fund, iShares MSCI Malaysia Index
Fund, iShares MSCI South Korea Index Fund and iShares MSCI Taiwan Index Fund,
which currently redeem Creation Units of iShares solely for cash and iShares
MSCI BRIC Index Fund and iShares MSCI Emerging Markets Index Fund which
currently redeem Creation Units of iShares partially for cash), BGFA makes
available through the NSCC, prior to the opening of business on the Listing
Exchange on each Business Day, the identity and number of shares that will be
applicable (subject to possible amendment or correction) to redemption requests
received in proper form (as defined below) on that day ("Fund Securities"). Fund
Securities received on redemption may not be identical to Deposit Securities
that are applicable to creations of Creation Units.

                                       53




Unless cash redemptions are available or specified for a Fund, the redemption
proceeds for a Creation Unit generally consist of Fund Securities plus cash in
an amount equal to the difference between the NAV of the shares being redeemed,
as next determined after a receipt of a request in proper form, and the value
of the Fund Securities, less the redemption transaction fee described below.
Notwithstanding the foregoing, a resident Australian or New Zealand holder is
entitled only to receive cash upon redemption of Creation Units.


REDEMPTION TRANSACTION FEE.  A standard redemption transaction fee is imposed
to offset transfer and other transaction costs that may be incurred by the
relevant Fund. The standard redemption transaction fee will be the same
regardless of the number of Creation Units redeemed by an investor on the same
day. The redeeming investor may be assessed an additional variable charge on
the cash in lieu portion of its redemption proceeds, up to a maximum additional
variable charge as indicated in the chart below. The standard redemption
transaction fee and the additional variable charge for cash in lieu redemptions
are set forth below. Investors will also bear the costs of transferring the
Fund Securities from the Company to their account or on their order. Investors
who use the services of a broker or other such intermediary may be charged a
fee for such services.

The following table sets forth each Fund's standard redemption transaction fees
and maximum additional variable charges:





                                                            STANDARD REDEMPTION    MAXIMUM ADDITIONAL
FUND                                                          TRANSACTION FEE       VARIABLE CHARGE*
---------------------------------------------------------  ---------------------  -------------------
                                                                            
iShares MSCI Australia Index Fund                          $                             2.0%
iShares MSCI Austria Investable Market Index Fund                                        2.0%
iShares MSCI Belgium Investable Market Index Fund                                        2.0%
iShares MSCI Brazil Index Fund                                                           2.0%
iShares MSCI BRIC Index Fund                                                             2.0%
iShares MSCI Canada Index Fund                                                           2.0%
iShares MSCI Chile Investable Market Index Fund                                          2.0%
iShares MSCI Emerging Markets Index Fund                                                 2.0%
iShares MSCI EMU Index Fund                                                              2.0%
iShares MSCI France Index Fund                                                           2.0%
iShares MSCI Germany Index Fund                                                          2.0%
iShares MSCI Hong Kong Index Fund                                                        2.0%
iShares MSCI Israel Capped Investable Market Index Fund                                  2.0%
iShares MSCI Italy Index Fund                                                            2.0%
iShares MSCI Japan Index Fund                                                            2.0%
iShares MSCI Japan Small Cap Index Fund                                                  2.0%
iShares MSCI Malaysia Index Fund                                                         2.0%
iShares MSCI Mexico Investable Market Index Fund                                         2.0%
iShares MSCI Netherlands Investable Market Index Fund                                    2.0%
iShares MSCI Pacific ex-Japan Index Fund                                                 2.0%
iShares MSCI Singapore Index Fund                                                        2.0%
iShares MSCI South Africa Index Fund                                                     2.0%
iShares MSCI South Korea Index Fund                                                      2.0%
iShares MSCI Spain Index Fund                                                            2.0%
iShares MSCI Sweden Index Fund                                                           2.0%
iShares MSCI Switzerland Index Fund                                                      2.0%
iShares MSCI Taiwan Index Fund                                                           2.0%
iShares MSCI Thailand Investable Market Index Fund                                       2.0%
iShares MSCI Turkey Investable Market Index Fund                                         2.0%
iShares MSCI United Kingdom Index Fund                                                   2.0%



-------
*    As a percentage of the amount invested.

Redemption requests for Creation Units of any Fund must be submitted to the
Distributor by or through an Authorized Participant. For most Funds, an
Authorized Participant must submit an irrevocable redemption request before
4:00 p.m., Eastern time on any Business Day in order to receive that day's NAV.
An Authorized Participant must submit an irrevocable

                                       54




request to redeem shares of the iShares MSCI Malaysia Index Fund, iShares MSCI
South Korea Index Fund or iShares MSCI Taiwan Index Fund by 11:59 p.m., Eastern
time on any Business Day in order to receive the next Business Day's NAV.
Orders to redeem shares of the iShares MSCI Malaysia Index Fund, iShares MSCI
South Korea Index Fund or iShares MSCI Taiwan Index Fund that are submitted the
Business Day immediately preceding a holiday or a day (other than a weekend)
that the equity markets in the relevant foreign market are closed will not be
accepted. An Authorized Participant must submit an irrevocable request to
redeem shares of the iShares MSCI Brazil Index Fund, iShares MSCI BRIC Index
Fund or iShares MSCI Chile Investable Market Index Fund before 3:00 p.m.,
Eastern time in order to receive that day's NAV. In addition, orders to redeem
shares of the iShares MSCI Brazil Index Fund, iShares MSCI BRIC Index Fund and
iShares MSCI Chile Investable Market Index Fund will not be accepted on any day
when the equity markets in the relevant foreign market are closed. An
Authorized Participant must submit an irrevocable request to redeem shares of
the iShares MSCI Emerging Markets Index Fund by 5:00 p.m., Eastern time (or by
one hour after the close of the Listing Exchange, if earlier) on any Business
Day in order to receive the next Business Day's NAV. Orders to redeem shares of
the Fund that are submitted on the Business Day immediately preceding a holiday
or day (other than a weekend) when the equity markets in the relevant foreign
market are closed may not be accepted. Investors other than through Authorized
Participants are responsible for making arrangements for a redemption request
to be made through an Authorized Participant. The Distributor will provide a
list of current Authorized Participants upon request.

The Authorized Participant must transmit the request for redemption in the form
required by the Company to the Distributor in accordance with procedures set
forth in the Authorized Participant Agreement. Investors should be aware that
their particular broker may not have executed an Authorized Participant
Agreement and that, therefore, requests to redeem Creation Units may have to be
placed by the investor's broker through an Authorized Participant who has
executed an Authorized Participant Agreement in effect. At any time, only a
limited number of broker-dealers will have an Authorized Participant Agreement.
Investors making a redemption request should be aware that such request must be
in the form specified by such Authorized Participant. Investors making a
request to redeem Creation Units should allow sufficient time to permit proper
submission of the request by an Authorized Participant and transfer of the
shares to the Company's Transfer Agent; such investors should allow for the
additional time that may be required to effect redemptions through their banks,
brokers or other financial intermediaries if such intermediaries are not
Authorized Participants.

A redemption request is considered to be in "proper form" if (i) an Authorized
Participant has transferred or caused to be transferred to the Company's
Transfer Agent the Creation Unit being redeemed through the book-entry system
of DTC so as to be effective by the Listing Exchange closing time on any
Business Day, (ii) a request in form satisfactory to the Company is received by
the Distributor from the Authorized Participant on behalf of itself or another
redeeming investor within the time periods specified above and (iii) all other
procedures set forth in the Participant Agreement are properly followed. If the
Transfer Agent does not receive the investor's shares through DTC's facilities
by 10:00 a.m., Eastern time, on the Business Day next following the day that
the redemption request is received, the redemption request shall be rejected.
Investors should be aware that the deadline for such transfers of shares
through the DTC system may be significantly earlier than the close of business
on the Listing Exchange. Those making redemption requests should ascertain the
deadline applicable to transfers of shares through the DTC system by contacting
the operations department of the broker or depositary institution effecting the
transfer of the shares.

Upon receiving a redemption request, the Distributor shall notify the Company
and the Company's Transfer Agent of such redemption request. The tender of an
investor's shares for redemption and the distribution of the cash redemption
payment in respect of Creation Units redeemed will be made through DTC and the
relevant Authorized Participant to the beneficial owner thereof as recorded on
the book-entry system of DTC or the DTC Participant through which such investor
holds, as the case may be, or by such other means specified by the Authorized
Participant submitting the redemption request.

A redeeming Beneficial Owner or Authorized Participant acting on behalf of such
Beneficial Owner must maintain appropriate security arrangements with a
qualified broker-dealer, bank or other custody providers in each jurisdiction
in which any of the Portfolio Securities are customarily traded, to which
account such Portfolio Securities will be delivered.


Deliveries of redemption proceeds by the Funds generally will be made within
three Business Days (I.E., "T+3"). However, as discussed in the REGULAR
HOLIDAYS section, each Fund reserves the right to settle redemption
transactions and deliver redemption proceeds on another basis to accommodate
non-U.S. market holiday schedules, to account for different treatment among
non-U.S. and U.S. markets of dividend record dates and dividend ex-dates (I.E.,
the last date the holder of a security can sell the security and still receive
dividends payable on the security sold) and in certain other circumstances. The
REGULAR HOLIDAYS section hereto identifies the instances, if any, where more
than seven days would be needed to deliver


                                       55




redemption proceeds. Pursuant to an order of the SEC, the Company will make
delivery of in-kind redemption proceeds within the number of days stated in the
REGULAR HOLIDAYS section to be the maximum number of days necessary to deliver
redemption proceeds.


If neither the redeeming Beneficial Owner nor the Authorized Participant acting
on behalf of such redeeming Beneficial Owner has appropriate arrangements to
take delivery of Fund Securities in the applicable non-U.S. jurisdiction and it
is not possible to make other such arrangements, or if it is not possible to
effect deliveries of Fund Securities in such jurisdiction, the Company may in
its discretion exercise its option to redeem such shares in cash, and the
redeeming Beneficial Owner will be required to receive its redemption proceeds
in cash. In such case, the investor will receive a cash payment equal to the
net asset value of its shares based on the NAV of shares of the relevant Fund
next determined after the redemption request is received in proper form (minus
a redemption transaction fee and additional variable charge for cash
redemptions specified above, to offset the Company's brokerage and other
transaction costs associated with the disposition of Portfolio Securities of
the Fund). Redemptions of shares for Fund Securities will be subject to
compliance with applicable U.S. federal and state securities laws and each Fund
(whether or not it otherwise permits cash redemptions) reserves the right to
redeem Creation Units for cash to the extent that the Fund could not lawfully
deliver specific Fund Securities upon redemptions or could not do so without
first registering the Fund Securities under such laws.

Although the Company does not ordinarily permit cash redemptions of Creation
Units (except that, as noted above, Creation Units of the iShares MSCI Brazil
Index Fund, iShares MSCI Malaysia Index Fund, iShares MSCI South Korea Index
Fund and iShares MSCI Taiwan Index Fund may be redeemed only for cash, and
resident Australian and New Zealand holders may redeem solely for cash, and
Creation Units of iShares MSCI BRIC Index Fund and iShares MSCI Emerging
Markets Index Fund may be redeemed partially for cash), in the event that cash
redemptions are permitted or required by the Company proceeds will be paid to
the Authorized Participant redeeming shares on behalf of the redeeming investor
as soon as practicable after the date of redemption (within seven calendar days
thereafter, except for the instances listed in the REGULAR HOLIDAYS section
hereto where more than seven calendar days would be needed).

To the extent contemplated by an Authorized Participant's agreement with the
Distributor, in the event an Authorized Participant has submitted a redemption
request in proper form but is unable to transfer all or part of the Creation
Unit to be redeemed to the Company, at or prior to 10:00 a.m., Eastern time, on
the Listing Exchange business day after the date of submission of such
redemption request, the Distributor will accept the redemption request in
reliance on the undertaking by the Authorized Participant to deliver the
missing shares as soon as possible. Such undertaking shall be secured by the
Authorized Participant's delivery and maintenance of collateral consisting of
cash, in U.S. dollars in immediately available funds, having a value at least
equal to 115%, which BGFA may change from time to time, of the value of the
missing shares. Such cash collateral must be delivered no later than 10:00
a.m., Eastern time on the day after the date of submission of such redemption
request and shall be held by State Street and marked to market daily. The fees
of State Street and any subcustodians in respect of the delivery, maintenance
and redelivery of the cash collateral shall be payable by the Authorized
Participant. The cash collateral posted by the Authorized Participant may be
invested at the risk of the Authorized Participant, and income, if any, on
invested cash collateral will be paid to that Authorized Participant. The
Authorized Participant Agreement permits the Company to acquire Fund Securities
and the Cash Component underlying such shares at any time and subjects the
Authorized Participant to liability for any shortfall between the cost to the
Company of purchasing such shares, Fund Securities or Cash Component and the
value of the cash collateral.

Because the Portfolio Securities of a Fund may trade on exchange(s) on days
that the Listing Exchange is closed or are otherwise not Business Days for such
Fund, shareholders may not be able to redeem their shares of such Fund, or
purchase or sell shares of such Fund on the Listing Exchange on days when the
NAV of such Fund could be significantly affected by events in the relevant
non-U.S. markets.

The right of redemption may be suspended or the date of payment postponed with
respect to any Fund (i) for any period during which the NYSE is closed (other
than customary weekend and holiday closings), (ii) for any period during which
trading on the NYSE is suspended or restricted, (iii) for any period during
which an emergency exists as a result of which disposal of the shares of the
Fund's portfolio securities or determination of its net asset value is not
reasonably practicable or (iv) in such other circumstance as is permitted by
the SEC.

TAXATION ON CREATION AND REDEMPTIONS OF CREATION UNITS.  An Authorized
Participant generally will recognize either gain or loss upon the exchange of
Deposit Securities for Creation Units. This gain or loss is calculated by
taking the market value of the Creation Units purchased over the Authorized
Participant's aggregate basis in the Deposit Securities exchanged therefor.


                                       56





However, the Internal Revenue Service (the "IRS") may apply the wash sales
rules to determine that any loss realized upon the exchange of Deposit
Securities for Creation Units is not currently deductible. Authorized
Participants should consult their own tax advisors.

Current federal tax laws dictate that capital gain or loss realized from the
redemption of Creation Units will generally create long-term capital gain or
loss if the Authorized Participant holds the Creation Units for more than one
year, or short-term capital gain or loss if the Creation Units were held for
one year or less.

REGULAR HOLIDAYS. For every occurrence of one or more intervening holidays in
the applicable non-U.S. market that are not holidays observed in the U.S.
equity market, the redemption settlement cycle will be extended by the number
of such intervening holidays. In addition to holidays, other unforeseeable
closings in a non-U.S. market due to emergencies may also prevent the Company
from delivering securities within normal settlement period.

The securities delivery cycles currently practicable for transferring portfolio
securities to redeeming investors, coupled with non-U.S. market holiday
schedules, will require a delivery process longer than seven calendar days, in
certain circumstances. The holidays applicable to each Fund during such periods
are listed below, as are instances where more than seven days will be needed to
deliver redemption proceeds. Although certain holidays may occur on different
dates in subsequent years, the number of days required to deliver redemption
proceeds in any given year is not expected to exceed the maximum number of days
listed below for each Fund. The proclamation of new holidays, the treatment by
market participants of certain days as "informal holidays" (E.G., days on which
no or limited securities transactions occur, as a result of substantially
shortened trading hours), the elimination of existing holidays, or changes in
local securities delivery practices, could affect the information set forth
herein at some time in the future.

The dates in calendar years 2010 and 2011 in which the regular holidays
affecting the relevant securities markets of the below listed countries are as
follows (please note these holiday schedules are subject to potential changes
in the relevant securities markets):

2010




               ARGENTINA
-----------------------------------
                  
January 1   May 25      October 11
March 24    June 21     December 8
April 1     July 9      December 24
April 2     August 16   December 31




                      AUSTRALIA
--------------------------------------------------
                              
January 1    April 5    August 2       December 27
January 26   April 26   August 11      December 28
March 1      May 3      September 27
March 8      June 7     October 4
April 2      June 14    November 2



                 AUSTRIA
------------------------------------
                   
January 1   May 13       November 1
January 6   May 24       December 8
April 2     June 3       December 24
April 5     October 26   December 31



                BELGIUM
-----------------------------------
                  
January 1   May 14      November 1
April 2     May 24      November 11
April 5     July 21
May 13      August 16



                        BRAZIL
--------------------------------------------------
                              
January 1     April 2    September 7   December 24
January 20    April 21   October 12    December 31
January 25    April 23   November 2
February 15   June 3     November 15
February 16   July 9     November 30



                        CANADA
--------------------------------------------------
                              
January 1     May 24     September 6   December 28
January 4     June 24    October 11
February 15   July 1     November 11
April 2       August 2   December 27


                                       57





                  CHILE
------------------------------------
                   
January 1   July 16      December 31
April 2     October 11
May 21      November 1
June 28     December 8



                         CHINA
---------------------------------------------------
                              
January 1     April 2   July 1         September 29
January 18    April 5   July 5         September 30
February 15   April 6   September 6    October 1
February 16   May 3     September 22   October 11
February 17   May 21    September 23   November 11
February 18   May 31    September 27   November 25
February 19   June 16   September 28   December 27



            THE CZECH REPUBLIC
--------------------------------------
                     
January 1   September 28   December 31
April 5     October 28
July 5      November 17
July 6      December 24



                   EGYPT
--------------------------------------
                     
January 7   July 1         November 16
April 4     September 12   November 17
April 5     October 6      December 7
April 25    November 15



                 FINLAND
-------------------------------------
                    
January 1   May 13        December 31
January 6   June 25
April 2     December 6
April 5     December 24



           FRANCE
-----------------------
         
January 1   July 14
April 2     November 1
April 5     November 11
May 13



                GERMANY
-----------------------------------
                  
January 1     April 5   November 1
January 6     May 13    December 24
February 15   May 24    December 31
April 2       June 3



           GREECE
------------------------
           
January 1     April 2
January 6     April 5
February 15   May 24
March 25      October 28



                      HONG KONG
--------------------------------------------------
                              
January 1     April 5   July 1         December 27
February 15   April 6   September 23   December 31
February 16   May 21    October 1
April 2       June 16   December 24



          HUNGARY
-----------------------
         
January 1   August 20
March 15    November 1
April 5     December 24
May 24



                         INDIA
---------------------------------------------------
                               
January 26    March 24   May 27         October 2
February 12   April 1    July 1         November 5
February 27   April 2    August 19      November 18
March 1       April 14   September 11   December 17
March 16      May 1      September 30   December 25



                         INDONESIA
-------------------------------------------------------
                                  
January 1     May 13        September 7    September 13
February 26   May 28        September 8    November 17
March 16      August 17     September 9    December 7
April 2       September 6   September 10   December 31



                 IRELAND
------------------------------------
                   
January 1   May 3        December 27
March 17    June 7       December 28
April 2     August 2     December 29
April 5     October 25



                         ISRAEL
----------------------------------------------------
                               
February 28   April 19   September 8    September 23
March 29      April 20   September 9    September 29
March 30      May 18     September 10   September 30
April 4       May 19     September 17
April 5       July 20    September 22


                                       58





                  ITALY
------------------------------------
                   
January 1   June 2       December 24
January 6   June 29      December 31
April 2     November 1
April 5     December 8



                         JAPAN
---------------------------------------------------
                               
January 1     April 29   July 19        November 3
January 11    May 3      September 20   November 23
February 11   May 4      September 23   December 23
March 22      May 5      October 11     December 31



                        MALAYSIA
-----------------------------------------------------
                                  
January 1     February 26   August 31      December 7
February 1    May 28        September 10
February 15   May 31        November 5
February 16   June 1        November 17



            MEXICO
-------------------------
          
January 1    April 2
February 1   September 16
March 15     November 2
April 1      November 15



  THE NETHERLANDS
------------------
         
January 1   May 5
April 2     May 13
April 5     May 24
April 30



             NEW ZEALAND
-------------------------------------
                    
January 1    April 2      December 27
January 4    April 5      December 28
January 25   June 7
February 1   October 25



                 PERU
----------------------------------
                  
January 1   July 28     November 1
April 1     July 29     December 8
April 2     August 30
June 29     October 8



                    THE PHILIPPINES
----------------------------------------------------
                                
January 1     April 12    August 30      December 24
February 25   May 10      September 10   December 30
April 1       June 14     November 1     December 31
April 2       August 23   November 29



                 PORTUGAL
--------------------------------------
                     
January 1     June 3       December 1
February 16   June 10      December 8
April 2       October 5    December 24
April 5       November 1



                      RUSSIA
----------------------------------------------
                           
January 1   January 7     March 8   November 4
January 4   January 8     May 3
January 5   February 22   May 10
January 6   February 23   June 14



                  SINGAPORE
----------------------------------------
                       
January 1     May 28         November 17
February 15   August 9
February 16   September 10
April 2       November 5



            SOUTH AFRICA
--------------------------------------
                     
January 1   April 27       December 16
March 22    June 16        December 27
April 2     August 9
April 5     September 24



                 SOUTH KOREA
-----------------------------------------
                       
January 1     May 21         September 23
February 15   June 2         December 31
March 1       September 21
May 5         September 22



                        SPAIN
-------------------------------------------------
                             
January 1   April 2      November 1   December 24
January 6   April 5      November 9   December 31
March 19    August 16    December 6
April 1     October 12   December 8


                                       59





         SWEDEN
-----------------------
         
January 1   May 13
January 6   June 25
April 2     December 24
April 5     December 31



                    SWITZERLAND
-----------------------------------------------
                           
January 1   April 5   June 29       December 24
January 6   May 13    September 9   December 31
March 19    May 24    November 1
April 2     June 3    December 8



                   TAIWAN
----------------------------------------
                      
January 1     February 16   April 5
February 11   February 17   June 16
February 12   February 18   September 22
February 15   February 19



                     THAILAND
----------------------------------------------
                          
January 1   April 14   May 27      October 25
March 1     April 15   July 1      December 6
April 6     May 3      July 26     December 10
April 13    May 5      August 12   December 31



                         TURKEY
----------------------------------------------------
                                
January 1   September 8    October 29    November 18
April 23    September 9    November 15   November 19
May 19      September 10   November 16
August 30   October 28     November 17



   THEUNITED KINGDOM
-----------------------
         
January 1   May 31
April 2     August 30
April 5     December 27
May 3       December 28



2011 [to be updated]

REDEMPTIONS. The longest redemption cycle for a Fund is a function of the
longest redemption cycle among the countries whose stocks compromise the Funds.
In the calendar year 2010* and 2011*, the dates of regular holidays affecting
the following securities markets present the worst-case redemption cycle for a
Fund as follows:


                              
2010
China          02/10/10    02/22/10    12
               02/11/10    02/23/10    12
               02/12/10    02/24/10    12
               03/29/10    04/07/10     9
               03/30/10    04/08/10     9
               04/01/10    04/09/10     8
               09/20/10    10/04/10    14
               09/21/10    10/05/10    14
               09/24/10    10/06/10    12
Egypt          11/10/10    11/18/10     8
               11/11/10    11/21/10    10
               11/14/10    11/22/10     8
Indonesia      09/01/10    09/14/10    13
               09/02/10    09/15/10    13
               09/03/10    09/16/10    13
Japan          04/28/10    05/06/10     8
               04/29/10    05/07/10     8
               04/30/10    05/10/10    10
Malaysia       05/25/10    06/02/10     8
               05/26/10    06/03/10     8



                                       60





                              
               05/27/10    06/04/10     8
South Korea    09/16/10    09/24/10     8
               09/17/10    09/27/10    10
               09/20/10    09/28/10     8
Spain          03/29/10    04/06/10     8
               03/30/10    04/07/10     8
               03/31/10    04/08/10     8
Taiwan         02/10/10    02/22/10    12
Thailand       04/08/10    04/16/10     8
               04/09/10    04/19/10    10
               04/12/10    04/20/10     8
Turkey         11/11/10    11/22/10    11
               11/12/10    11/23/10    11

2011 [to be updated]




-------

*    Settlement dates in the table above have been confirmed as of ________.
     Holidays are subject to change without further notice.


Taxes


REGULATED INVESTMENT COMPANY QUALIFICATIONS.  Each Fund intends to continue to
qualify for treatment as a separate RIC under Subchapter M of the IRC. To
qualify for treatment as a RIC, each Fund must annually distribute at least 90%
of its investment company taxable income (which includes dividends, interest
and net short-term capital gains) and meet several other requirements. Among
such other requirements are the following: (i) at least 90% of each Fund's
annual gross income must be derived from dividends, interest, payments with
respect to securities loans, gains from the sale or other disposition of stock
or securities or non-U.S. currencies, other income (including, but not limited
to, gains from options, futures or forward contracts) derived with respect to
its business of investing in such stock, securities or currencies, and net
income derived from interests in qualified publicly-traded partnerships (I.E.,
partnerships that are traded on an established securities market or tradable on
a secondary market, other than partnerships that derive 90% of their income
from interest, dividends, capital gains and other traditionally permitted
mutual fund income); and (ii) at the close of each quarter of each Fund's
taxable year, (a) at least 50% of the market value of each Fund's total assets
must be represented by cash and cash items, U.S. government securities,
securities of other RICs and 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 the value of each Fund's total assets may be invested in the
securities (other than U.S. government securities or the securities of other
RICs) of any one issuer, of two or more issuers of which 20% or more of the
voting stock is held by the Fund and that are engaged in the same or similar
trades or businesses or related trades or businesses or the securities of one
or more qualified publicly-traded partnerships.

Although in general the passive loss rules of the IRC do not apply to RICs,
such rules do apply to a RIC with respect to items attributable to an interest
in a qualified publicly-traded partnership. A Fund's investments in
partnerships, including in qualified publicly-traded partnerships, may result
in a Fund being subject to state, local, or non-U.S. income, franchise or
withholding tax liabilities.

TAXATION OF RICS.  As a RIC, a Fund will not be subject to U.S. federal income
tax on the portion of its taxable investment income and capital gains that it
distributes to its shareholders, provided that it satisfies a minimum
distribution requirement. To satisfy the minimum distribution requirement, a
Fund must distribute to its shareholders at least the sum of (i) 90% of its
"investment company taxable income" (I.E., income other than its net realized
long-term capital gain over its net realized short-term capital loss), plus or
minus certain adjustments, and (ii) 90% of its net tax-exempt income for the
taxable year. A Fund will be subject to income tax at regular corporation rates
on any taxable income or gains that it does not distribute to its shareholders.
If a Fund fails to qualify for any taxable year as a RIC or fails to meet the
distribution requirement, all of its taxable income will be subject to tax at
regular corporate income tax rates without any deduction for distributions to
shareholders, and such distributions generally will be taxable to shareholders
as ordinary dividends to the extent of the Fund's current and accumulated
earnings and profits. In such event, distributions to individuals should be
eligible to be treated as qualified dividend income and distributions to
corporate shareholders generally should be eligible for the dividends


                                       61




received deduction. Although each Fund intends to distribute substantially all
of its net investment income and its capital gains for each taxable year, each
Fund will be subject to U.S. federal income taxation to the extent any such
income or gains are not distributed. If a Fund fails to qualify as a RIC in any
year, it must pay out its earnings and profits accumulated in that year in
order to qualify again as a RIC. If a Fund fails to qualify as a RIC for a
period greater than two taxable years, the Fund may be required to recognize
any net built-in gains with respect to certain of its assets (I.E., the excess
of the aggregate gains, including items of income, over aggregate losses that
would have been realized with respect to such assets if the Fund had been
liquidated) if it qualifies as a RIC in a subsequent year.


EXCISE TAX.  A Fund will be subject to a 4% excise tax on certain undistributed
income if it does not distribute to its shareholders in each calendar year at
least 98% of its ordinary income for the calendar year plus 98% of its capital
gain net income for the 12 months ended October 31 of such year. For this
purpose, however, any ordinary income or capital gain net income retained by a
Fund that is subject to corporate income tax will be considered to have been
distributed by year-end. In addition, the minimum amounts that must be
distributed in any year to avoid the excise tax will be increased or decreased
to reflect any underdistribution or overdistribution, as the case may be, from
the previous year. Each Fund intends to declare and distribute dividends and
distributions in the amounts and at the times necessary to avoid the
application of this 4% excise tax.


NET CAPITAL LOSS CARRYFORWARDS. Net capital loss carryforwards may be applied
against any net realized capital gains in each succeeding year, or until their
respective expiration dates, whichever occurs first.


The following Funds had tax basis net capital loss carryforwards as of August
31, 2009, the tax year-end for the Funds listed:






                         EXPIRING    EXPIRING                      EXPIRING    EXPIRING    EXPIRING    EXPIRING
FUND                      [2010]      [2011]     EXPIRING[2012]     [2013]      [2014]      [2015]      [2016]    TOTAL
----------------------  ----------  ----------  ----------------  ----------  ----------  ----------  ---------  ------
                                                                                         
iShares MSCI            $           $           $                 $           $           $           $          $
 Australia Index
 Fund
iShares MSCI Austria
 Investable Market
 Index Fund
iShares MSCI
 Belgium Investable
 Market Index Fund
iShares MSCI Brazil
 Index Fund
iShares MSCI BRIC
 Index Fund
iShares MSCI Canada
 Index Fund
iShares MSCI Chile
 Investable Market
 Index Fund
iShares MSCI
 Emerging Markets
 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 Israel
 Capped Investable
 Market Index Fund
iShares MSCI Italy
 Index Fund



                                       62







                         EXPIRING    EXPIRING                      EXPIRING    EXPIRING    EXPIRING    EXPIRING
FUND                      [2010]      [2011]     EXPIRING[2012]     [2013]      [2014]      [2015]      [2016]    TOTAL
----------------------  ----------  ----------  ----------------  ----------  ----------  ----------  ---------  ------
                                                                                         
iShares MSCI Japan
 Index Fund
iShares MSCI Japan
 Small Cap Index
 Fund
iShares MSCI
 Malaysia Index
 Fund
iShares MSCI Mexico
 Investable Market
 Index Fund
iShares MSCI
 Netherlands
 Investable Market
 Index Fund
iShares MSCI Pacific
 ex-Japan Index
 Fund
iShares MSCI
 Singapore Index
 Fund
iShares MSCI South
 Africa Index Fund
iShares MSCI South
 Korea Index Fund
iShares MSCI Spain
 Index Fund
IShares MSCI
 Sweden Index
 Fund
iShares MSCI
 Switzerland Index
 Fund
iShares MSCI Taiwan
 Index Fund
iShares MSCI
 Thailand
 Investable Market
 Index Fund
iShares MSCI Turkey
 Investable Market
 Index Fund
iShares MSCI United
 Kingdom Index
 Fund



TAXATION OF U.S. SHAREHOLDERS.  Dividends and other distributions by a Fund are
generally treated under the IRC as received by the shareholders at the time the
dividend or distribution is made. However, any dividend or distribution
declared by a Fund in October, November or December of any calendar year and
payable to shareholders of record on a specified date in such a month shall be
deemed to have been received by each shareholder on December 31 of such
calendar year and to have been paid by the Fund not later than such December
31, provided such dividend is actually paid by the Fund during January of the
following calendar year.

Each Fund intends to distribute annually to its shareholders substantially all
of its investment company taxable income and any net realized long-term capital
gains in excess of net realized short-term capital losses (including any
capital loss carryovers). However, if a Fund retains for investment an amount
equal to all or a portion of its net long-term capital gains in excess of its
net short-term capital losses (including any capital loss carryovers), it will
be subject to a corporate tax (currently at a maximum rate of 35%) on the
amount retained. In that event, the Fund will designate such retained amounts
as undistributed capital gains in a notice to its shareholders who (a) will be
required to include in income for U.S. federal income tax purposes, as
long-term capital gains, their proportionate shares of the undistributed
amount, (b) will be entitled

                                       63





to credit their proportionate shares of the 35% tax paid by the Fund on the
undistributed amount against their U.S. federal income tax liabilities, if any,
and to claim refunds to the extent their credits exceed their liabilities, if
any, and (c) will be entitled to increase their tax basis, for U.S. federal
income tax purposes, in their shares by an amount equal to 65% of the amount of
undistributed capital gains included in the shareholder's income. Organizations
or persons not subject to U.S. federal income tax on such capital gains will be
entitled to a refund of their PRO RATA share of such taxes paid by the Fund
upon filing appropriate returns or claims for refund with the IRS.


Distributions of net realized long-term capital gains, if any, that a Fund
designates as capital gains dividends are taxable as long-term capital gains,
whether paid in cash or in shares and regardless of how long a shareholder has
held shares of the Fund. All other dividends of a Fund (including dividends
from short-term capital gains) from its current and accumulated earnings and
profits ("regular dividends") are generally subject to tax as ordinary income,
subject to the discussion of qualified dividend income below.

If an individual receives a regular dividend qualifying for the long-term
capital gains rates and such dividend constitutes an "extraordinary dividend,"
and the individual subsequently recognizes a loss on the sale or exchange of
stock in respect of which the extraordinary dividend was paid, then the loss
will be long-term capital loss to the extent of such extraordinary dividend. An
"extraordinary dividend" on common stock for this purpose is generally a
dividend (i) in an amount greater than or equal to 10% of the taxpayer's tax
basis (or trading value) in a share of stock, aggregating dividends with
ex-dividend dates within an 85-day period or (ii) in an amount greater than 20%
of the taxpayer's tax basis (or trading value) in a share of stock, aggregating
dividends with ex-dividend dates within a 365-day period.


Distributions in excess of a Fund's current and accumulated earnings and
profits will, as to each shareholder, be treated as a tax-free return of
capital to the extent of a shareholder's basis in shares of the Fund, and as a
capital gain thereafter (if the shareholder holds shares of the Fund as capital
assets). Shareholders receiving dividends or distributions in the form of
additional shares should be treated for U.S. federal income tax purposes as
receiving a distribution in an amount equal to the amount of money that the
shareholders receiving cash dividends or distributions will receive and should
have a cost basis in the shares received equal to such amount. Dividends paid
by a Fund that are attributable to dividends received by a Fund from domestic
corporations may qualify for the federal dividends received deduction for
corporations.

Investors considering buying shares just prior to a dividend or capital gain
distribution should be aware that, although the price of shares purchased at
that time may reflect the amount of the forthcoming distribution, such dividend
or distribution may nevertheless be taxable to them. If a Fund is the holder of
record of any security on the record date for any dividends payable with
respect to such security, such dividends will be included in the Fund's gross
income not as of the date received but as of the later of (a) the date such
security became ex-dividend with respect to such dividends (I.E., the date on
which a buyer of the security would not be entitled to receive the declared,
but unpaid, dividends); or (b) the date the Fund acquired such security.
Accordingly, in order to satisfy its income distribution requirements, a Fund
may be required to pay dividends based on anticipated earnings, and
shareholders may receive dividends in an earlier year than would otherwise be
the case.


In certain situations, a Fund may, for a taxable year, defer all or a portion
of its capital losses and currency losses realized after October until the next
taxable year in computing its investment company taxable income and net capital
gain, which will defer the recognition of such realized losses. Such deferrals
and other rules regarding gains and losses realized after October may affect
the tax character of shareholder distributions.


SALES OF SHARES.  Upon the sale or exchange of shares of a Fund, a shareholder
will realize a taxable gain or loss equal to the difference between the amount
realized and the shareholder's basis in shares of the Fund. A redemption of
shares by a Fund will be treated as a sale for this purpose. Such gain or loss
will be treated as capital gain or loss if the shares are capital assets in the
shareholder's hands and will be long-term capital gain or loss if the shares
are held for more than one year and short-term capital gain or loss if the
shares are held for one year or less. Any loss realized on a sale or exchange
will be disallowed to the extent the shares disposed of are replaced, including
replacement through the reinvesting of dividends and capital gains
distributions in the Fund, within a 61-day period beginning 30 days before and
ending 30 days after the disposition of the shares. In such a case, the basis
of the shares acquired will be increased to reflect the disallowed loss. Any
loss realized by a shareholder on the sale of a Fund share held by the
shareholder for six months or less will be treated for U.S. federal income tax
purposes as a long-term capital loss to the extent of any distributions or
deemed distributions of long-term capital gains received by the shareholder
with respect to such share.


If a shareholder incurs a sales charge in acquiring shares of a Fund, disposes
of those shares within 90 days and then acquires shares in a mutual fund for
which the otherwise applicable sales charge is reduced by reason of a
reinvestment right

                                       64




(E.G., an exchange privilege), the original sales charge will not be taken into
account in computing gain/loss on the original shares to the extent the
subsequent sales charge is reduced. Instead, the disregarded portion of the
original sales charge will be added to the tax basis of the newly acquired
shares. Furthermore, the same rule also applies to a disposition of the newly
acquired shares made within 90 days of the second acquisition. This provision
prevents shareholders from immediately deducting the sales charge by shifting
their investments within a family of mutual funds.

BACK-UP WITHHOLDING.  In certain cases, a Fund will be required to withhold at
the applicable withholding rate (currently 28%), and remit to the U.S. Treasury
such amounts withheld from any distributions paid to a shareholder who: (i) has
failed to provide a correct taxpayer identification number; (ii) is subject to
back-up withholding by the IRS; (iii) has failed to certify to a Fund that such
shareholder is not subject to back-up withholding; or (iv) has not certified
that such shareholder is a U.S. person (including a U.S. resident alien).
Back-up withholding is not an additional tax and any amount withheld may be
credited against a shareholder's U.S. federal income tax liability.

SECTIONS 351 AND 362.  The Company, on behalf of each Fund, has the right to
reject an order for a purchase of shares of the Fund if the purchaser (or group
of purchasers) would, upon obtaining the shares so ordered, own 80% or more of
the outstanding shares of a given Fund and if, pursuant to Sections 351 and 362
of the IRC, that Fund would have a basis in the securities different from the
market value of such securities on the date of deposit. If a Fund's basis in
such securities on the date of deposit was less than market value on such date,
the Fund, upon disposition of the securities, would recognize more taxable gain
or less taxable loss than if its basis in the securities had been equal to
market value. It is not anticipated that the Company will exercise the right of
rejection except in a case where the Company determines that accepting the
order could result in material adverse tax consequences to a Fund or its
shareholders. The Company also has the right to require information necessary
to determine beneficial share ownership for purposes of the 80% determination.


TAXATION OF CERTAIN DERIVATIVES.  A Fund's transactions in zero coupon
securities, non-U.S. currencies, forward contracts, options and futures
contracts (including options and futures contracts on non-U.S. currencies), to
the extent permitted, will be subject to special provisions of the IRC
(including provisions relating to "hedging transactions" and "straddles") that,
among other things, may affect the character of gains and losses realized by
the Fund (I.E., may affect whether gains or losses are ordinary or capital),
accelerate recognition of income to the Fund and defer Fund losses. These rules
could therefore affect the character, amount and timing of distributions to
shareholders. These provisions also (a) will require a Fund to mark-to-market
certain types of the positions in its portfolio (I.E., treat them as if they
were closed out at the end of each year) and (b) may cause a Fund to recognize
income without receiving cash with which to pay dividends or make distributions
in amounts necessary to satisfy the distribution requirements for avoiding
income and excise taxes. Each Fund will monitor its transactions, will make the
appropriate tax elections and will make the appropriate entries in its books
and records when it acquires any zero coupon security, non-U.S. currency,
forward contract, option, futures contract or hedged investment in order to
mitigate the effect of these rules and prevent disqualification of the Fund as
a RIC.

A Fund's investment in so-called "Section 1256 contracts," such as regulated
futures contracts, most non-U.S. currency forward contracts traded in the
interbank market and options on most security indexes, are subject to special
tax rules. All Section 1256 contracts held by a Fund at the end of its taxable
year are required to be marked to their market value, and any unrealized gain
or loss on those positions will be included in the Fund's income as if each
position had been sold for its fair market value at the end of the taxable
year. The resulting gain or loss will be combined with any gain or loss
realized by the Fund from positions in Section 1256 contracts closed during the
taxable year. Provided such positions were held as capital assets and were not
part of a "hedging transaction" nor part of a "straddle," 60% of the resulting
net gain or loss will be treated as long-term capital gain or loss, and 40% of
such net gain or loss will be treated as short-term capital gain or loss,
regardless of the period of time the positions were actually held by the Fund.


As a result of entering into swap contracts, a Fund may make or receive
periodic net payments. A Fund may also make or receive a payment when a swap is
terminated prior to maturity through an assignment of the swap or other closing
transaction. Periodic net payments will generally constitute ordinary income or
deductions, while termination of a swap will generally result in capital gain
or loss (which will be a long-term capital gain or loss if the Fund has been a
party to the swap for more than one year). With respect to certain types of
swaps, a Fund may be required to currently recognize income or loss with
respect to future payments on such swaps or may elect under certain
circumstances to mark such swaps to market annually for tax purposes as
ordinary income or loss. The tax treatment of many types of credit default
swaps is uncertain.

QUALIFIED DIVIDEND INCOME.  Distributions by a Fund of investment company
taxable income (including any short-term capital gains), whether received in
cash or shares, will be taxable either as ordinary income or as qualified
dividend income,

                                       65





eligible for the reduced maximum rate to individuals of 15% (0% for individuals
in lower tax brackets) to the extent the Fund receives qualified dividend
income on the securities it holds and the Fund designates the distribution as
qualified dividend income. Qualified dividend income is, in general, dividend
income from taxable U.S. corporations (but generally not from U.S. REITs) and
certain non-U.S. corporations (E.G., non-U.S. corporations that are not
"passive foreign investment companies" and which are incorporated in a
possession of the U.S. or in certain countries with a comprehensive tax treaty
with the U.S., or the stock of which is readily tradable on an established
securities market in the U.S.). Under current IRS guidance, the United States
has appropriate comprehensive income tax treaties with the following countries:
Australia, Austria, Bangladesh, Barbados, Belgium, Canada, China (but not with
Hong Kong, which is treated as a separate jurisdiction for U.S. tax purposes),
Cyprus, the Czech Republic, Denmark, Egypt, Estonia, Finland, France, Germany,
Greece, Hungary, Iceland, India, Indonesia, Ireland, Israel, Italy, Jamaica,
Japan, Kazakhstan, Latvia, Lithuania, Luxembourg, Mexico, Morocco, the
Netherlands, New Zealand, Norway, Pakistan, the Philippines, Poland, Portugal,
Romania, Russia, Slovak Republic, Slovenia, South Africa, South Korea, Spain,
Sri Lanka, Sweden, Switzerland, Thailand, Trinidad and Tobago, Tunisia, Turkey,
Ukraine, the United Kingdom, and Venezuela.

A dividend from a Fund will not be treated as qualified dividend income to the
extent that (i) the shareholder has not held the shares on which the dividend
was paid for 61 days during the 121-day period that begins on the date that is
60 days before the date on which the shares become ex-dividend with respect to
such dividend or the Fund fails to satisfy those holding period requirements
with respect to the securities it holds that paid the dividends distributed to
the shareholder (or, in the case of certain preferred stocks, the holding
requirement of 91 days during the 181-day period beginning on the date that is
90 days before the date on which the stock becomes ex-dividend with respect to
such dividend); (ii) the Fund or the shareholder is under an obligation
(whether pursuant to a short sale or otherwise) to make related payments with
respect to substantially similar or related property; or (iii) the shareholder
elects to treat such dividend as investment income under Section 163(d)(4)(B)
of the IRC. Dividends received by a Fund from a REIT or another RIC may be
treated as qualified dividend income only to the extent the dividend
distributions are attributable to qualified dividend income received by such
REIT or other RIC. It is expected that dividends received by a Fund from a REIT
and distributed to a shareholder generally will be taxable to the shareholder
as ordinary income. Absent further legislation, the maximum 15% rate on
qualified dividend income will not apply to dividends received in taxable years
beginning after December 31, 2010. Distributions by a Fund of its net
short-term capital gains will be taxable as ordinary income. Capital gain
distributions consisting of a Fund's net capital gains will be taxable as
long-term capital gains.

If you lend your Fund shares pursuant to securities lending arrangements you
may lose the ability to use non-U.S. tax credits passed through by the Fund or
to treat Fund dividends (paid while the shares are held by the borrower) as
tax-exempt income or as qualified dividends. Consult your financial
intermediary or tax advisor. If you enter into a short sale with respect to
shares of the Fund, substitute payments made to the lender of such shares may
not be deductible. Consult your financial intermediary or tax advisor.

CORPORATE DIVIDENDS RECEIVED DEDUCTION. Each Fund does not expect dividends
that are paid to its corporate shareholders to be eligible, in the hands of
such shareholders, for the corporate dividends received deduction.


EXCESS INCLUSION INCOME.  Under current law, the Funds serve to block unrelated
business taxable income from being realized by their tax-exempt shareholders.
Notwithstanding the foregoing, a tax-exempt shareholder could realize unrelated
business taxable income by virtue of its investment in a Fund if shares in the
Fund constitute debt-financed property in the hands of the tax-exempt
shareholder within the meaning of IRC Section 514(b). Certain types of income
received by a Fund from REITs, real estate mortgage investment conduits,
taxable mortgage pools or other investments may cause the Fund to designate
some or all of its distributions as "excess inclusion income." To Fund
shareholders, such excess inclusion income may (i) constitute taxable income,
as "unrelated business taxable income" for those shareholders who would
otherwise be tax-exempt such as individual retirement accounts, 401(k)
accounts, Keogh plans, pension plans and certain charitable entities; (ii) not
be offset by otherwise allowable deductions for tax purposes; (iii) not be
eligible for reduced U.S. withholding for non-U.S. shareholders even from tax
treaty countries; and (iv) cause the Fund to be subject to tax if certain
"disqualified organizations" as defined by the IRC are Fund shareholders. If a
charitable remainder annuity trust or a charitable remainder unitrust (each as
defined in IRC Section 664) has UBTI for a taxable year, a 100% excise tax on
the UBTI is imposed on the trust.


NON-U.S. INVESTMENTS.  Under Section 988 of the IRC, gains or losses
attributable to fluctuations in exchange rates between the time a Fund accrues
income or receivables or expenses or other liabilities denominated in a
non-U.S. currency and the time the Fund actually collects such income or pays
such liabilities are generally treated as ordinary income or ordinary loss.


                                       66





In general, gains (and losses) realized on debt instruments will be treated as
Section 988 gain (or loss) to the extent attributable to changes in exchange
rates between the U.S. dollar and the currencies in which the instruments are
denominated. Similarly, gain or losses on non-U.S. currency, non-U.S. currency
forward contracts and certain non-U.S. currency options or futures contracts
denominated in non-U.S currency, to the extent attributable to fluctuations in
exchange rates between the acquisition and disposition dates, are also treated
as ordinary income or loss unless the Fund were to elect otherwise.

Each Fund may be subject to non-U.S. income taxes withheld at the source. Each
Fund, if permitted to do so, may elect to "pass through" to its investors the
amount of non-U.S. income taxes paid by the Fund provided that the Fund held
the security on the dividend settlement date and for at least 15 additional
days immediately before and/or thereafter, with the result that each investor
with respect to shares of the Fund held for a minimum 16-day holding period at
the time of deemed distribution will (i) include in gross income, even though
not actually received, the investor's PRO RATA share of the Fund's non-U.S.
income taxes, and (ii) either deduct (in calculating U.S. taxable income) or
credit (in calculating U.S. federal income tax) the investor's PRO RATA share
of the Fund's non-U.S. income taxes. A non-U.S. person invested in the Fund in
a year that the Fund elects to "pass through" its non-U.S. taxes may be treated
as receiving additional dividend income subject to U.S. withholding tax. A
non-U.S. tax credit may not exceed the investor's U.S. federal income tax
otherwise payable with respect to the investor's non-U.S. source income. For
this purpose, shareholders must treat as non-U.S. source gross income (i) their
proportionate shares of non-U.S. taxes paid by the Fund and (ii) the portion of
any dividend paid by the Fund that represents income derived from non-U.S.
sources; the Fund's gain from the sale of securities will generally be treated
as U.S.-source income. Certain limitations will be imposed to the extent to
which the non-U.S. tax credit may be claimed.


PASSIVE FOREIGN INVESTMENT COMPANIES.  If a Fund purchases shares in "passive
foreign investment companies" ("PFICs"), it may be subject to U.S. federal
income tax on a portion of any "excess distribution" or gain from the
disposition of such shares even if such income is distributed as a taxable
dividend by the Fund to its shareholders. Additional charges in the nature of
interest may be imposed on the Fund in respect of deferred taxes arising from
such distributions or gains.

If a Fund were to invest in a PFIC and elect to treat the PFIC as a "qualified
electing fund" under the IRC, in lieu of the foregoing requirements, the Fund
might be required to include in income each year a portion of the ordinary
earnings and net capital gains of the qualified electing fund, even if not
distributed to the Fund, and such amounts would be subject to the 90% and
excise tax distribution requirements described above. In order to make this
election, the Fund would be required to obtain certain annual information from
the PFICs in which it invests, which may be difficult or impossible to obtain.


Alternatively, a Fund may make a mark-to-market election that would result in
the Fund being treated as if it had sold and repurchased its PFIC stock at the
end of each year. In such case, the Fund would report any such gains as
ordinary income and would deduct any such losses as ordinary losses to the
extent of previously recognized gains. The election must be made separately for
each PFIC owned by the Fund and, once made, would be effective for all
subsequent taxable years, unless revoked with the consent of the IRS. By making
the election, the Fund could potentially ameliorate the adverse tax
consequences with respect to its ownership of shares in a PFIC, but in any
particular year may be required to recognize income in excess of the
distributions it receives from PFICs and its proceeds from dispositions of PFIC
stock. The Fund may have to distribute this "phantom" income and gain to
satisfy the 90% distribution requirement and to avoid imposition of the 4%
excise tax.


A Fund will make the appropriate tax elections, if possible, and take any
additional steps that are necessary to mitigate the effects of these rules.


REPORTING.  If a shareholder recognizes a loss with respect to a Fund's shares
of $2 million or more for an individual shareholder or $10 million or more for
a corporate shareholder, the shareholder must file with the IRS a disclosure
statement on Form 8886. Direct shareholders of portfolio securities are in many
cases exempted from this reporting requirement, but under current guidance,
shareholders of a RIC are not exempted. The fact that a loss is reportable
under these regulations does not affect the legal determination of whether the
taxpayer's treatment of the loss is proper. Shareholders should consult their
tax advisors to determine the applicability of these regulations in light of
their individual circumstances.

OTHER TAXES.  Dividends, distributions and redemption proceeds may also be
subject to additional state, local and non-U.S. taxes depending on each
shareholder's particular situation.


TAXATION OF NON-U.S. SHAREHOLDERS.  Dividends paid by a Fund to non-U.S.
shareholders are generally subject to withholding tax at a 30% rate or a
reduced rate specified by an applicable income tax treaty to the extent derived
from investment income

                                       67




and short-term capital gains. In order to obtain a reduced rate of withholding,
a non-U.S. shareholder will be required to provide an IRS Form W-8BEN
certifying its entitlement to benefits under a treaty. The withholding tax does
not apply to regular dividends paid to a non-U.S. shareholder who provides a
Form W-8ECI, certifying that the dividends are effectively connected with the
non-U.S. shareholder's conduct of a trade or business within the United States.
Instead, the effectively connected dividends will be subject to regular U.S.
income tax as if the non-U.S. shareholder were a U.S. shareholder. A non-U.S.
corporation receiving effectively connected dividends may also be subject to
additional "branch profits tax" imposed at a rate of 30% (or lower treaty
rate). A non-U.S. shareholder who fails to provide an IRS Form W-8BEN or other
applicable form may be subject to back-up withholding at the appropriate rate.

In general, U.S. federal withholding tax will not apply to any gain or income
realized by a non-U.S. shareholder in respect of any distributions of net
long-term capital gains over net short-term capital losses, exempt-interest
dividends, or upon the sale or other disposition of shares of a Fund.


For non-U.S. shareholders of a Fund, a distribution attributable to a Fund's
sale or exchange of U.S. real property or of a REIT or other U.S. real property
holding corporation will be treated as real property gain subject to 35%
withholding tax if 50% or more of the value of the Fund's assets is invested in
REITs and other U.S. real property holding corporations and if the non-U.S.
shareholder has held more than 5% of a class of stock at any time during the
one-year period ending on the date of the distribution. In addition, non-U.S.
shareholders may be subject to certain tax filing requirements if 50% or more
of a Fund's assets are invested in REITs and other U.S. real property holding
corporations. After December 31, 2009, distributions by a Fund that are
attributable to gain received from the sale or exchange of U.S. real property
or an interest in a U.S. real property holding corporation will only be subject
to withholding and taxed to the shareholder as income effectively connected to
a U.S. trade or business if the distributions are attributable to distributions
from a REIT to the Fund.

Disposition of Fund shares by non-U.S. shareholders on or before December 31,
2009 will be subject to withholding tax and treated as income effectively
connected to a U.S. trade or business if 50% or more of the value of a Fund's
assets are invested in REITs and other U.S. real property holding corporations,
the Fund is not domestically controlled, and the foreign shareholder owns more
than 5% of the outstanding shares of the Fund at any time during the five-year
period ending on the date of disposition. After December 31, 2009, such
dispositions will be subject to withholding and treated as income effectively
connected to a U.S. trade or business even if the Fund is domestically
controlled.


The rules laid out in the previous two paragraphs, other than the withholding
rules, will apply notwithstanding a Fund's participation in a wash sale
transaction or its payment of a substitute dividend.

Provided that 50% or more of the value of a Fund's stock is held by U.S.
shareholders, distributions of U.S. real property interests (including
securities in a U.S. real property holding corporation, unless such corporation
is regularly traded on an established securities market and the Fund has held
5% or less of the outstanding shares of the corporation during the five-year

period ending on the date of distribution) occurring on or before December 31,
2009, in redemption of a non-U.S. shareholder's shares of the Fund will cause
the Fund to recognize gain. If a Fund is required to recognize gain, the amount
of gain recognized will equal to the fair market value of such interests over
the Fund's adjusted bases to the extent of the greatest non-U.S. ownership
percentage of the Fund during the five-year period ending on the date of
redemption for redemptions.


For taxable years beginning before January 1, 2010, properly-designated
dividends are generally exempt from U.S. federal withholding tax where they (i)
are paid in respect of a Fund's "qualified net interest income" (generally, the
Fund's U.S. source interest income, other than certain contingent interest and
interest from obligations of a corporation or partnership in which the Fund is
at least a 10% shareholder, reduced by expenses that are allocable to such
income) or (ii) are paid in respect of a Fund's "qualified short-term capital
gains" (generally, the excess of the Fund's net short-term capital gain over
the Fund's long-term capital loss for such taxable year). However, depending on
its circumstances, a Fund may designate all, some or none of its potentially
eligible dividends as such qualified net interest income or as qualified
short-term capital gains and/or treat such dividends, in whole or in part, as
ineligible for this exemption from withholding. In order to qualify for this
exemption from withholding, a non-U.S. shareholder will need to comply with
applicable certification requirements relating to its non-U.S. status
(including, in general, furnishing an IRS Form W-8BEN or substitute Form). In
the case of shares held through an intermediary, the intermediary may withhold
even if a Fund designates the payment as qualified net interest income or
qualified short-term capital gain. Non-U.S. shareholders should contact their
intermediaries with respect to the application of these rules to their
accounts.

For taxable years beginning before January 1, 2010, distributions that a Fund
designates as "short-term capital gains

                                       68





dividends" or "long-term capital gains dividends" may not be treated as such to
a recipient non-U.S. shareholder if the distribution is attributable to gain
received from the sale or exchange of U.S. real property or an interest in a
U.S. real property holding corporation and the non-U.S. shareholder has not
owned more than 5% of the outstanding shares of the Fund at any time during the
one-year period ending on the date of distribution. Such distributions will be
subject to 30% withholding by the Fund and will be treated as ordinary
dividends to the non-U.S. shareholder.


Shares of a Fund held by a non-U.S. shareholder at death will be considered
situated within the United States and subject to the U.S. estate tax for
decedents dying after December 31, 2009.


The foregoing discussion is a summary of certain material U.S. federal income
tax considerations only and is not intended as a substitute for careful tax
planning. Purchasers of shares should consult their own tax advisers as to the
tax consequences of investing in such shares, including under state, local and
non-U.S tax laws. Finally, the foregoing discussion is based on applicable
provisions of the IRC, regulations, judicial authority and administrative
interpretations in effect on the date of this SAI. Changes in applicable
authority could materially affect the conclusions discussed above, and such
changes often occur.


                                       69




Financial Statements

Each Fund's audited Financial Statements, including the Financial Highlights,
appearing in the Annual Report to Shareholders and the report therein of
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
are hereby incorporated by reference in this SAI. The applicable Annual Report
to Shareholders is delivered with this SAI to shareholders requesting this SAI.

Miscellaneous Information

COUNSEL. Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York,
NY 10019, is counsel to the Company.


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. ________________________, serves
as the Company's independent registered public accounting firm, audits the
Funds' financial statements, and may perform other services.


SHAREHOLDER COMMUNICATIONS TO THE BOARD.  The Board has established a process
for shareholders to communicate with the Board. Shareholders may contact the
Board by mail. Correspondence should be addressed to iShares Board of
Directors, c/o Barclays Global Investors, N.A. - Mutual Fund Administration,
400 Howard Street, San Francisco, CA 94105. Shareholder communications to the
Board should include the following information: (i) the name and address of the
shareholder; (ii) the number of shares owned by the shareholder; (iii) the
Fund(s) of which the shareholder owns share; and (iv) if these shares are owned
indirectly through a broker, financial intermediary or other record owner, the
name of the broker, financial intermediary or other record owner. All
correspondence received as set forth above shall be reviewed by the Secretary
of the Company and reported to the Board.

                                       70




BGI-F-___-_____



                                 iShares, Inc.
                  Files Nos. File Nos. 33-97598 and 811-09102
                                    Part C

                               Other Information

Item 23. Exhibits                                            PEA # 102

Exhibit
Number   Description
-------  -----------

(a.1)    Articles of Restatement, filed September 15, 2006, are incorporated
         herein by reference to Post-Effective Amendment No. 31 to the
         Registration Statement, filed on December 26, 2006 ("PEA No. 31").

(a.2)    Articles of Amendment, filed December 20, 2006, are incorporated
         herein by reference to PEA No. 31.

(a.3)    Articles Supplementary, filed December 20, 2006, are incorporated
         herein by reference to PEA No. 31.

(a.4)    Articles Supplementary, filed July 18, 2007, are incorporated herein
         by reference to Post-Effective Amendment No. 35 to the Registration
         Statement, filed on July 19, 2007.

(a.5)    Articles of Amendment, filed March 5, 2008, are incorporated herein
         by reference to Post-Effective Amendment No. 55 to the Registration
         Statement, filed on March 26, 2008 ("PEA No. 55").

(a.6)    Articles Supplementary, filed March 5, 2008, are incorporated herein
         by reference to PEA No. 55.

(a.7)    Articles Supplementary, dated June 19, 2008 are incorporated herein
         by reference to Post Effective Amendment No. 79, filed on December
         23, 2008 ("PEA No. 79").

(a.8)    Articles Supplementary, dated February 24, 2009 are incorporated
         herein by reference to Post Effective Amendment No. 100, filed on
         September 28, 2009 ("PEA No. 100").

(b.1)    Amended and Restated By-Laws, dated December 8, 2006, are
         incorporated herein by reference to Post-Effective Amendment No. 32
         to the Registration Statement, filed on April 16, 2007 ("PEA No. 32").

(c.)     Article II of the Amended and Restated By-Laws incorporated herein by
         reference to PEA No. 32.

(d.1)    Investment Management Agreement, dated December 19, 2001, between
         Registrant and Barclays Global Fund Advisors ("BGFA") is incorporated
         herein by reference to PEA No. 31.

(d.2)    Schedule A to Investment Management Agreement is filed herein.

(d.3)    Fee Waiver Agreement, dated June 17, 2009, between Registrant and
         BGFA for iShares MSCI Emerging Markets Index Fund is incorporated
         herein by reference to PEA No. 100.

(e.1)    Distribution Agreement between Registrant and SEI Investments
         Distribution Co., dated March 27, 2000, is incorporated herein by
         reference to Post-Effective Amendment No. 18 to the Registration
         Statement, filed on December 29, 2000 ("PEA No. 18").

(e.2)    Exhibit A to Distribution Agreement is filed herein.

(e.3)    Form of Authorized Participant Agreement is incorporated herein by
         reference to Post-Effective Amendment No. 27 to the Registration
         Statement, filed on December 30, 2003.

(e.4)    Form of Sales and Investor Services Agreement incorporated herein by
         reference to PEA No. 18.

(f.)     None.

(g.1)    Custodian Agreement between Registrant and Investors Bank & Trust
         Company ("IBT/1/"), dated May 21, 2002, is incorporated herein by
         reference to exhibit (g.3) of Post-Effective Amendment No. 26 to the
         Registration Statement, filed on December 30, 2002 ("PEA No. 26").

(g.2)    Amendment, dated December 31, 2002, to the Custodian Agreement is
         incorporated herein by reference to exhibit (g.3) to PEA No. 31.

(g.3)    Amendment, dated January 1, 2006, to the Custodian Agreement is
         incorporated herein by reference to exhibit (g.4) to PEA No. 31.

(g.4)    Appendix A to Custodian Agreement is filed herein.

(h.1)    Administration Agreement between Registrant and IBT/1/, dated May 21,
         2002, is incorporated herein by reference to exhibit (h.3) of PEA No.
         26.

(h.2)    Amendment, dated January 1, 2006, to the Administration Agreement is
         incorporated herein by reference to exhibit (h.3) to PEA No. 31.

(h.3)    Amendment, dated January 1, 2007, to the Administration Agreement is
         incorporated herein by reference to exhibit (h.4) to PEA No. 32.



Exhibit
Number   Description
-------  -----------

(h.4)    Appendix A to Administration Agreement is filed herein.

(h.5)    Transfer Agency and Service Agreement between Registrant and IBT/1/,
         dated May 21, 2002, is incorporated herein by reference to exhibit
         (h.7) of PEA No. 26.

(h.6)    Amendment, dated May 21, 2002, to the Transfer Agency and Service
         Agreement is incorporated herein by reference to PEA No. 31.

(h.7)    Amendment, dated September 1, 2004, to the Transfer Agency and
         Service Agreement is incorporated herein by reference to PEA No. 31.

(h.8)    Amendment, dated January 1, 2006, to the Transfer Agency and Service
         Agreement is incorporated herein by reference to PEA No. 31.

(h.9)    Appendix A to Transfer Agency and Service Agreement is filed herein.

(h.10)   Sub-License Agreement between Registrant and Barclays Global
         Investors, N.A. ("BGI") with respect to the use of the MSCI Indexes,
         dated May 8, 2000, is incorporated herein by reference to exhibit
         (h.4) to PEA No. 18.

(h.11)   Amendment to the Sub-License Agreement between Registrant and BGI
         with respect to the use of the MSCI Indexes is incorporated herein by
         reference to PEA No. 79.

(h.12)   Securities Lending Agency Agreement, dated April 2, 2007, between
         Registrant and iShares Trust and BGI is incorporated herein by
         reference to PEA No. 32.

(h.13)   Schedule A to Securities Lending Agency Agreement between BGI and the
         Registrant is filed herein.

(i.)     Legal Opinion and Consent of Venable LLP to be filed by amendment.

(j.)     Consent of PricewaterhouseCoopers LLP to be filed by amendment.

(k.)     None.

(l.1)    Subscription Agreement between the Registrant and Funds Distributor,
         Inc. is incorporated herein by reference to Pre-Effective Amendment
         No. 3 to the Registration Statement, filed on March 6, 1996.

(l.2)    Letter of Representations among the Registrant, The Depository Trust
         Company ("DTC") and Morgan Stanley Trust Company Exhibit is
         incorporated herein by reference to Pre-Effective Amendment No. 2 to
         the Registration Statement, filed on March 1, 1996, to the Company's
         initial registration statement on Form N-1A filed on September 29,
         1995.

(l.3)    Letter of Representations between the Registrant and DTC, dated May
         5, 2000, is incorporated herein by reference to PEA No. 18.

(l.4)    Letter of Representations between the Registrant and DTC dated
         October 15, 2001 is incorporated herein by reference to
         Post-Effective Amendment No. 21 to the Registration Statement, filed
         on October 22, 2001.

(m.)     Not applicable.

(n.)     None.

(o.)     Not applicable.

(p.1)    Code of Ethics of the Registrant is incorporated herein by reference
         to Post-Effective Amendment No. 30 to the Registration Statement,
         filed on December 22, 2005 ("PEA No. 30").

(p.2)    Code of Ethics of BGFA is incorporated herein by reference to PEA No.
         30.

(q.1)    Powers of Attorney, each dated February 23, 2009, for Michael A.
         Latham, Lee T. Kranefuss, John E. Martinez, George G.C. Parker,
         Cecilia H. Herbert, John E. Kerrigan, Charles A. Hurty, Robert H.
         Silver and Darrell Duffie are incorporated herein by reference to PEA
         No. 100.



Item 24. Persons Controlled By or Under Common Control with Registrant.

None.

Item 25. Indemnification.

       It is the Fund's policy to indemnify officers, directors, employees and
other agents to the maximum extent permitted by Section 2-418 of the Maryland
General Corporation Law, Article EIGHTH of the Fund's Articles of Restatement,
and Article VI of the Fund's By-Laws (each set forth below).

Section 2-418 of the Maryland General Corporation Law reads as follows:

       (a)  (1) In this section the following words have the meanings indicated.

            (2) "Corporation" includes any domestic or foreign predecessor
            entity of a corporation in a merger, consolidation, or other
            transaction in which the predecessor's existence ceased upon
            consummation of the transaction.

            (3) "Director" means any person who is or was a director of a
            corporation and any person who, while a director of a corporation,
            is or was serving at the request of the corporation as a director,
            officer, partner, trustee, employee, or agent of another foreign or
            domestic corporation, partnership, joint venture, trust, limited
            liability company, other enterprise, or employee benefit plan.

            (4) "Expenses" include attorney's fees.

            (5) "Official capacity" means the following:

                (i) When used with respect to a director, the office of
                director in the corporation; and

                (ii) When used with respect to a person other than a director
                as contemplated in subsection (j) of this section, the elective
                or appointive office in the corporation held by the officer, or
                the employment or agency relationship undertaken by the
                employee or agent in behalf of the corporation.

                (iii) "Official capacity" does not include service for any
                other foreign or domestic corporation or any partnership, joint
                venture, trust, other enterprise, or employee benefit plan.

            (6) "Party" includes a person who was, is, or is threatened to be
            made a named defendant or respondent in a proceeding.

            (7) "Proceeding" means any threatened, pending or completed action,
            suit or proceeding, whether civil, criminal, administrative, or
            investigative.

       (b)  (1) A corporation may indemnify any director made a party to any
       proceeding by reason of service in that capacity unless it is
       established that:

                (i) The act or omission of the director was material to the
                matter giving rise to the proceeding; and

                     1. Was committed in bad faith; or

                     2. Was the result of active and deliberate dishonesty; or

                (ii) The director actually received an improper personal
                benefit in money, property, or services; or

                (iii) In the case of any criminal proceeding, the director had
                reasonable cause to believe that the act or omission was
                unlawful.

            (2) (i) Indemnification may be against judgments, penalties, fines,
            settlements, and reasonable expenses actually incurred by the
            director in connection with the proceeding.

                (ii) However, if the proceeding was one by or in the right of
                the corporation, indemnification may not be made in respect of
                any proceeding in which the director shall have been adjudged
                to be liable to the corporation.

            (3) (i) The termination of any proceeding by judgment, order, or
            settlement does not create a presumption that the director did not
            meet the requisite standard of conduct set forth in this subsection.



                (ii) The termination of any proceeding by conviction, or a plea
                of nolo contendere or its equivalent, or an entry of an order
                of probation prior to judgment, creates a rebuttable
                presumption that the director did not meet that standard of
                conduct.

            (4) A corporation may not indemnify a director or advance expenses
            under this section for a proceeding brought by that director
            against the corporation, except:

                (i) For a proceeding brought to enforce indemnification under
                this section; or

                (ii) If the charter or bylaws of the corporation, a resolution
                of the board of directors of the corporation, or an agreement
                approved by the board of directors of the corporation to which
                the corporation is a party expressly provide otherwise.

       (c)  A director may not be indemnified under subsection (b) of this
       section in respect of any proceeding charging improper personal benefit
       to the director, whether or not involving action in the director's
       official capacity, in which the director was adjudged to be liable on
       the basis that personal benefit was improperly received.

       (d)  Unless limited by the charter:

            (1) A director who has been successful, on the merits or otherwise,
            in the defense of any proceeding referred to in subsection (b) of
            this section, or in the defense of any claim, issue, or matter in
            the proceeding, shall be indemnified against reasonable expenses
            incurred by the director in connection with the proceeding, claim,
            issue, or matter in which the director has been successful.

            (2) A court of appropriate jurisdiction, upon application of a
            director and such notice as the court shall require, may order
            indemnification in the following circumstances:

                (i) If it determines a director is entitled to reimbursement
                under paragraph (1) of this subsection, the court shall order
                indemnification, in which case the director shall be entitled
                to recover the expenses of securing such reimbursement; or

                (ii) If it determines that the director is fairly and
                reasonably entitled to indemnification in view of all the
                relevant circumstances, whether or not the director has met the
                standards of conduct set forth in subsection (b) of this
                section or has been adjudged liable under the circumstances
                described in subsection (c) of this section, the court may
                order such indemnification as the court shall deem proper.
                However, indemnification with respect to any proceeding by or
                in the right of the corporation or in which liability shall
                have been adjudged in the circumstances described in subsection
                (c) of this section shall be limited to expenses.

            (3) A court of appropriate jurisdiction may be the same court in
            which the proceeding involving the director's liability took place.

       (e)  (1) Indemnification under subsection (b) of this section may not be
       made by the corporation unless authorized for a specific proceeding
       after a determination has been made that indemnification of the director
       is permissible in the circumstances because the director has met the
       standard of conduct set forth in subsection (b) of this section.

            (2) Such determination shall be made:

                (i) By the board of directors by a majority vote of a quorum
                consisting of directors not, at the time, parties to the
                proceeding, or, if such a quorum cannot be obtained, then by a
                majority vote of a committee of the board consisting solely of
                one or more directors not, at the time, parties to such
                proceeding and who were duly designated to act in the matter by
                a majority vote of the full board in which the designated
                directors who are parties may participate;

                (ii) By special legal counsel selected by the board of
                directors or a committee of the board by vote as set forth in
                subparagraph (i) of this paragraph, or, if the requisite quorum
                of the full board cannot be obtained therefor and the committee
                cannot be established, by a majority vote of the full board in
                which directors who are parties may participate; or

                (iii) By the stockholders.

            (3) Authorization of indemnification and determination as to
            reasonableness of expenses shall be made in the same manner as the
            determination that indemnification is permissible. However, if the
            determination that indemnification is permissible is made by
            special legal counsel, authorization of indemnification and
            determination as to reasonableness of expenses shall be made in the
            manner specified in paragraph (2)(ii) of this subsection for
            selection of such counsel.

            (4) Shares held by directors who are parties to the proceeding may
            not be voted on the subject matter under this subsection.



       (f)  (1) Reasonable expenses incurred by a director who is a party to a
       proceeding may be paid or reimbursed by the corporation in advance of
       the final disposition of the proceeding upon receipt by the corporation
       of:

                (i) A written affirmation by the director of the director's
                good faith belief that the standard of conduct necessary for
                indemnification by the corporation as authorized in this
                section has been met; and

                (ii) A written undertaking by or on behalf of the director to
                repay the amount if it shall ultimately be determined that the
                standard of conduct has not been met.

            (2) The undertaking required by paragraph (1)(ii) of this
            subsection shall be an unlimited general obligation of the director
            but need not be secured and may be accepted without reference to
            financial ability to make the repayment.

            (3) Payments under this subsection shall be made as provided by the
            charter, bylaws, or contract or as specified in subsection (e)(2)
            of this section.

       (g)  The indemnification and advancement of expenses provided or
       authorized by this section may not be deemed exclusive of any other
       rights, by indemnification or otherwise, to which a director may be
       entitled under the charter, the bylaws, a resolution of stockholders or
       directors, an agreement or otherwise, both as to action in an official
       capacity and as to action in another capacity while holding such office.

       (h)  This section does not limit the corporation's power to pay or
       reimburse expenses incurred by a director in connection with an
       appearance as a witness in a proceeding at a time when the director has
       not been made a named defendant or respondent in the proceeding.

       (i)  For purposes of this section:

            (1) The corporation shall be deemed to have requested a director to
            serve an employee benefit plan where the performance of the
            director's duties to the corporation also imposes duties on, or
            otherwise involves services by, the director to the plan or
            participants or beneficiaries of the plan;

            (2) Excise taxes assessed on a director with respect to an employee
            benefit plan pursuant to applicable law shall be deemed fines; and

            (3) Action taken or omitted by the director with respect to an
            employee benefit plan in the performance of the director's duties
            for a purpose reasonably believed by the director to be in the
            interest of the participants and beneficiaries of the plan shall be
            deemed to be for a purpose which is not opposed to the best
            interests of the corporation.

       (j)  Unless limited by the charter:

            (1) An officer of the corporation shall be indemnified as and to
            the extent provided in subsection (d) of this section for a
            director and shall be entitled, to the same extent as a director,
            to seek indemnification pursuant to the provisions of subsection
            (d) of this section;

            (2) A corporation may indemnify and advance expenses to an officer,
            employee, or agent of the corporation to the same extent that it
            may indemnify directors under this section; and

            (3) A corporation, in addition, may indemnify and advance expenses
            to an officer, employee, or agent who is not a director to such
            further extent, consistent with law, as may be provided by its
            charter, bylaws, general or specific action of its board of
            directors, or contract.

       (k)  (1) A corporation may purchase and maintain insurance on behalf of
       any person who is or was a director, officer, employee, or agent of the
       corporation, or who, while a director, officer, employee, or agent of
       the corporation, is or was serving at the request of the corporation as
       a director, officer, partner, trustee, employee, or agent of another
       foreign or domestic corporation, partnership, joint venture, trust,
       other enterprise, or employee benefit plan against any liability
       asserted against and incurred by such person in any such capacity or
       arising out of such person's position, whether or not the corporation
       would have the power to indemnify against liability under the provisions
       of this section.

            (2) A corporation may provide similar protection, including a trust
            fund, letter of credit, or surety bond, not inconsistent with this
            section.

            (3) The insurance or similar protection may be provided by a
            subsidiary or an affiliate of the corporation.

       (l)  Any indemnification of, or advance of expenses to, a director in
       accordance with this section, if arising out of a proceeding by or in
       the right of the corporation, shall be reported in writing to the
       stockholders with the notice of the next stockholders' meeting or prior
       to the meeting.

Article EIGHTH of the Fund's Articles of Restatement provides as follows:

       The Corporation shall indemnify to the fullest extent permitted by law
(including the Investment Company Act of 1940) any person made or threatened to
be made a party to any action, suit or proceeding, whether criminal,



civil, administrative or investigative, by reason of the fact that such person
or such person's testator or intestate is or was a director, officer or
employee of the Corporation or serves or served at the request of the
Corporation any other enterprise as director, officer or employee. To the
fullest extent permitted by law (including the Investment Company Act of 1940),
expenses incurred by any such person in defending any such action, suit or
proceeding shall be paid or reimbursed by the Corporation promptly upon receipt
by it of an undertaking of such person to repay such expenses if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation. The rights provided to any person by this Article EIGHTH shall
be enforceable against the Corporation by such person who shall be presumed to
have relied upon it in serving or continuing to serve as a director, officer or
employee as provided above. No amendment of this Article EIGHTH shall impair
the rights of any person arising at any time with respect to events occurring
prior to such amendment. For purposes of this Article EIGHTH, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed
by the Corporation in a consolidation or merger; the term "other enterprise"
shall include any corporation, partnership, joint venture, trust or employee
benefit plan; service "at the request of the Corporation" shall include service
as a director, officer or employee of the corporation which imposes duties on,
or involves services by, such director, officer or employee with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed
to be indemnifiable expenses; and action by a person with respect to any
employee benefit plan which such person reasonably believes to be in the
interest of the participants and beneficiaries of such plan shall be deemed to
be action not opposed to the best interests of the Corporation.

       Nothing in Article SEVENTH or in this Article EIGHTH protects or
purports to protect any director or officer against any liability to the
Corporation or its security holders to which he or she would otherwise be
subject by reason of willful malfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office.

Article VI of the Fund's Amended and Restated By-Laws provides as follows:

       Section 1. Insurance. Subject to the provisions of the 1940 Act, the
Corporation, directly, through third parties or through affiliates of the
Corporation, may purchase, or provide through a trust fund, letter of credit or
surety bond insurance on behalf of any person who is or was a Director,
officer, employee or agent of the Corporation, or who, while a Director,
officer, employee or agent of the Corporation, is or was serving at the request
of the Corporation as a Director, officer, employee, partner, trustee or agent
of another foreign or domestic corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against and incurred by such
person in any such capacity or arising out of such person's position, whether
or not the Corporation would have the power to indemnify such person against
such liability.

       Section 2. Indemnification and Advance of Expenses. To the maximum
extent permitted by Maryland law, in effect from time to time, the Corporation
shall indemnify and, without requiring a preliminary determination of the
ultimate entitlement to indemnification, shall pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any individual
who is a present or former director or officer of the Corporation and who is
made, or threatened to be made, a party to the proceeding by reason of his or
her service in any such capacity or (b) any individual who, while a director or
officer of the Corporation and at the request of the Corporation, serves or has
served as a director or officer of any other enterprise and who is made, or
threatened to be made, a party to the proceeding by reason of his or her
service in any such capacity. The Corporation may, with the approval of its
Board of Directors or any duly authorized committee thereof, provide such
indemnification and advance for expenses to a person who served a predecessor
of the Corporation in any of the capacities described in (a) or (b) above and
to any employee or agent of the Corporation or a predecessor of the
Corporation. Any indemnification or advance of expenses made pursuant to this
Article shall be subject to applicable requirements of the 1940 Act. The
indemnification and payment of expenses provided in these Bylaws shall not be
deemed exclusive of or limit in any way other rights to which any person
seeking indemnification or payment of expenses may be or may become entitled
under any bylaw, regulation, insurance, agreement or otherwise.

       Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Bylaws or charter of the Corporation
inconsistent with this Article, shall apply to or affect in any respect the
applicability of the preceding paragraph with respect to any act or failure to
act which occurred prior to such amendment, repeal or adoption.



Securities Act of 1933

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Fund pursuant to the foregoing provisions, or otherwise, the
Fund has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Fund of expenses incurred or paid by a director,
officer or controlling person of the Fund in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Fund
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

Section 1.9 of the Distribution Agreement between Registrant and SEI
Investments Distribution Co. provides as follows:

       The Fund authorizes you and any dealers with whom you have entered into
dealer agreements to use any prospectus in the form most recently furnished by
the Fund in connection with the sale of Shares in Creation Units. The Fund
agrees to indemnify, defend and hold you, your several officers and directors,
and any person who controls you within the meaning of Section 15 of the 1933
Act, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any reasonable counsel fees incurred in
connection therewith) which you, your officers and directors, or any such
controlling persons, may incur under the 1933 Act, the 1940 Act or common law
or otherwise, (a) arising out of or on the basis of any untrue statement, or
alleged untrue statement, of a material fact required to be stated in either
any registration statement or any prospectus or any statement of additional
information, or (b) arising out of or based upon any omission, or alleged
omission, to state a material fact required to be stated in any registration
statement, any prospectus or any statement of additional information or
necessary to make the statements in any of them not misleading, (c) arising out
of breach of any obligation, representation or warranty pursuant to this
Agreement by the Fund, or (d) the Fund's failure to comply with applicable
securities laws, except that the Fund's agreement to indemnify you, your
officers or directors, and any such controlling person will not be deemed to
cover any such claim, demand, liability or expense to the extent that it arises
out of or is based upon any such untrue statement, alleged untrue statement,
omission or alleged omission made in any registration statement, any prospectus
or any statement of additional information in reliance upon information
furnished by you, your officers, directors or any such controlling person to
the Fund or its representatives for use in the preparation thereof, and except
that the Fund's agreement to indemnify you and the Fund's representations and
warranties set out in paragraph 1.8 of this Agreement will not be deemed to
cover any liability to the Funds or their shareholders to which you would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties, or by reason of your reckless
disregard of your obligations and duties under this Agreement ("Disqualifying
Conduct"). The Fund's agreement to indemnity you, your officers and directors,
and any such controlling person, as aforesaid, is expressly conditioned upon
the Fund's being notified of any action brought against you, your officers or
directors, or any such controlling person, such notification to be given by
letter, by facsimile or by telegram addressed to the Fund at its address set
forth above within a reasonable period of time after the summons or other first
legal process shall have been served. The failure so to notify the Fund of any
such action shall not relieve the Fund from any liability which the Fund may
have to the person against whom such action is brought by reason of any such
untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of the Fund's indemnity agreement contained in this
paragraph 1.9. The Fund will be entitled to assume the defense of any suit
brought to enforce any such claim, demand or liability, but, in such case, such
defense shall be conducted by counsel of good standing chosen by the Fund and
approved by you. In the event the Fund elects to assume the defense of any such
suit and retain counsel of good standing approved by you, the defendant or
defendants in such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Fund does not elect to assume
the defense of any such suit, the Fund will reimburse you, your officers and
directors, or the controlling person or persons named as defendant or
defendants in such suit, for the reasonable fees and expenses of any counsel
retained by you or them. The Fund's indemnification agreement contained in this
paragraph 1.9 and the Fund's representations and warranties in this Agreement
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of you, your officers and directors, or any
controlling person, and shall survive the delivery of any Shares. This
agreement of indemnity will inure exclusively to your benefit, to the benefit
of your several officers and directors, and their respective estates, and to
the benefit of any controlling persons or other affiliates, and their
successors. The Fund agrees promptly to notify you of the



commencement of any litigation or proceedings against the Fund or any of its
officers or Board members in connection with the issue and sale of Shares.

In certain circumstances, an Authorized Participant may be deemed an affiliate
of the Fund. Section 10 of the Authorized Participant Agreement provides
indemnification of Authorized Participants as follows:

(b) The Distributor hereby agrees to indemnify and hold harmless the
Participant, its respective subsidiaries, affiliated persons, directors,
officers, employees and agents, and each person, if any, who controls such
persons within the meaning of Section 15 of the 1933 Act (each an "Indemnified
Party") from and against any loss, liability, cost and expense (including
attorneys' fees) incurred by such Indemnified Party as a result of (i) any
breach by the Distributor of any provision of this Agreement that relates to
the Distributor; (ii) any failure on the part of the Distributor to perform any
of its obligations set forth in this Agreement; (iii) any failure by the
Distributor to comply with applicable laws, including rules and regulations of
self-regulatory organizations; or (iv) actions of such Indemnified Party in
reliance upon any representations made in accordance with the iShares
Procedures Handbook reasonably believed by the Participant to be genuine and to
have been given by the Distributor.

(c) The Participant shall not be liable to the Distributor for any damages
arising out of (i) mistakes or errors in data provided in connection with
purchase or redemption transactions except for data provided by the
Participant, or (ii) mistakes or errors by or out of interruptions or delays of
communications with the Distributor or any Indemnified Party who is a service
provider to the Fund. The Participant shall not be liable for any action,
representation, or solicitation made by the wholesalers of the Fund.

Item 26. Business and Other Connections of Investment Adviser.

   The Fund is advised by BGFA, a wholly owned subsidiary of BGI, 400 Howard
Street, San Francisco, CA 94105. BGFA's business is that of a registered
investment adviser to certain open-end, management investment companies and
various other institutional investors.

   The directors and officers of BGFA consist primarily of persons who during
the past two years have been active in the investment management business. Each
of the directors and executive officers of BGFA will also have substantial
responsibilities as directors and/or officers of BGI. To the knowledge of the
Registrant, except as set forth below, none of the directors or executive
officers of BGFA is or has been at any time during the past two fiscal years
engaged in any other business, profession, vocation or employment of a
substantial nature.

Name and Position  Principal Business(es) During the Last Two Fiscal Years
-----------------  -----------------------------------------------------------
Blake Grossman     Director and Chairman of the Board of Directors of BGFA and
Chairman           Chief Executive Officer and Director of BGI
                   400 Howard Street, San Francisco, CA 94105

Anthony Spinale    Chief Financial Officer of BGFA and Chief Financial Officer
Officer            and Cashier of BGI
                   400 Howard Street, San Francisco, CA 94105

Rohit Bhagat       Director and Chief Operating Officer of BGFA and BGI
Director           400 Howard Street, San Francisco, CA 94105

Item 27. Principal Underwriters:

(a) Furnish the name of each investment company (other than the Registrant) for
    which each principal underwriter currently distributing the securities of
    the Registrant also acts as a principal underwriter, distributor or
    investment adviser.

Registrant's distributor, SEI Investments Distribution Co. ("SEI") acts as
distributor for:

SEI Daily Income Trust                                  July 15, 1982
SEI Liquid Asset Trust                                  November 29, 1982
SEI Tax Exempt Trust                                    December 3, 1982



SEI Institutional Managed Trust                         January 22, 1987
SEI Institutional International Trust                   August 30, 1988
The Advisors' Inner Circle Fund                         November 14, 1991
The Advisors' Inner Circle Fund II                      January 28, 1993
Bishop Street Funds                                     January 27, 1995
SEI Asset Allocation Trust                              April 1, 1996
SEI Institutional Investments Trust                     June 14, 1996
Oak Associates Funds                                    February 27, 1998
CNI Charter Funds                                       April 1, 1999
iShares Trust                                           April 25, 2000
Optique Funds, Inc.                                     November 1, 2000
Causeway Capital Management Trust                       September 20, 2001
Barclays Global Investors Funds                         March 31, 2003
SEI Opportunity Fund, LP                                October 1, 2003
The Arbitrage Funds                                     May 17, 2005
The Turner Funds                                        January 1, 2006
ProShares Trust                                         November 14, 2005
Community Reinvestment Act Qualified Investment Fund    January 8, 2007
SEI Alpha Strategy Portfolios, LP                       June 29, 2007
TD Asset Management USA Funds                           July 25, 2007
SEI Structured Credit Fund, LP                          July 31, 2007
Wilshire Mutual Funds, Inc.                             July 12, 2008
Wilshire Variable Insurance Trust                       July 12, 2008
Forward Funds                                           August 14, 2008
Global X Funds                                          October 24, 2008
Veritas Funds                                           January 16, 2009

SEI provides numerous financial services to investment managers, pension plan
sponsors, and bank trust departments. These services include portfolio
evaluation, performance measurement and consulting services ("Funds
Evaluation") and automated execution, clearing and settlement of securities
transactions ("MarketLink").

(b) Furnish the information required by the following table with respect to
    each director, officer or partner of each principal underwriter named in
    the answer to Item 20 of Part B. Unless otherwise noted, the business
    address of each director or officer is One Freedom Valley Drive, Oaks, PA
    19456.



                    Position and Office                                            Positions and Offices
Name                with Underwriter                                                  with Registrant
----                -------------------                                            ---------------------
                                                                             
William M. Doran    Director                                                                --
Edward D. Loughlin  Director                                                                --
Wayne M. Withrow    Director                                                                --
Kevin Barr          President & Chief Executive Officer                                     --
Maxine Chou         Chief Financial Officer, Chief Operations Officer & Treasurer           --
John Munch          General Counsel & Secretary                                             --
Karen LaTourette    Chief Compliance Officer, Anti-Money Laundering
                    Officer & Assistant Secretary                                           --
Mark J. Held        Senior Vice President                                                   --
Lori L. White       Vice President & Assistant Secretary                                    --
Robert Silvestri    Vice President                                                          --
John Coary          Vice President & Assistant Secretary                                    --
John Cronin         Vice President                                                          --


(c) Not applicable.

Item 28. Location of Accounts and Records

(a) The Company maintains accounts, books and other documents required by
Section 31(a) of the Investment Company Act of 1940 and the rules thereunder
(collectively, the "Records") at the offices of IBT/1/, 200 Clarendon Street,
Boston, MA 02116.



(b) BGFA maintains all Records relating to its services as investment adviser
at 400 Howard Street, San Francisco, CA, 94105.

(c) SEI maintains all Records relating to its services as distributor at One
Freedom Valley Drive, Oaks, PA 19456.

(d) IBT/1/ maintains all Records relating to its services as transfer agent,
fund accountant and custodian at 200 Clarendon Street, Boston, MA 02116.

Item 29. Management Services.

Not applicable.

Item 30. Undertakings.

Not applicable.
--------
/1/ On July 2, 2007, State Street Corporation acquired Investors Financial
    Services Corporation, the parent company of IBT which provides
    administrative, custodial and transfer agency services for the Funds.



                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Post-Effective Amendment No. 102 to the Registration Statement to be signed on
its behalf by the undersigned, duly authorized, in the City of San Francisco
and the State of California on the 30th day of October 2009.

                                             By:
                                                  -----------------------------
                                                  Michael A. Latham*
                                                  President

                                                  Date: October 30, 2009

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 102 to the Registration Statement has been signed
below by the following persons in the capacity and on the dates indicated.

                                             By:
                                                  -----------------------------
                                                  Lee T. Kranefuss*
                                                  Director

                                                  Date: October 30, 2009

                                                  -----------------------------
                                                  John E. Martinez*
                                                  Director

                                                  Date: October 30, 2009

                                                  -----------------------------
                                                  George G. C. Parker*
                                                  Director

                                                  Date: October 30, 2009

                                                  -----------------------------
                                                  Cecilia H. Herbert*
                                                  Director

                                                  Date: October 30, 2009

                                                  -----------------------------
                                                  Charles A. Hurty*
                                                  Director

                                                  Date: October 30, 2009

                                                  -----------------------------
                                                  John E. Kerrigan*
                                                  Director

                                                  Date: October 30, 2009

                                                  -----------------------------




                                                  -----------------------------
                                                  Robert H. Silver*
                                                  Director

                                                  Date: October 30, 2009

                                                  -----------------------------
                                                  J. Darrell Duffie*
                                                  Director

                                                  Date: October 30, 2009

                                                  -----------------------------
                                                  Michael Latham*
                                                  President

                                                  Date: October 30, 2009

                                                  /s/ Jack Gee
                                                  -----------------------------
                                                  Jack Gee
                                                  Treasurer

                                                  Date: October 30, 2009

                                            *By:  /s/ Jack Gee
                                                  -----------------------------
                                                  Jack Gee
                                                  Attorney in fact

                                                  Date: October 30, 2009
--------
*  Powers of Attorney, each dated February 23, 2009, for Michael A. Latham, Lee
   T. Kranefuss, John E. Martinez, George G.C. Parker, Cecilia H. Herbert,
   Charles A. Hurty, John E. Kerrigan, Robert H. Silver and Darrell Duffie are
   incorporated herein by reference to PEA No. 100, filed September 28, 2009.



Exhibit Index

(d.2)   Schedule A to Investment Management Agreement is filed herein
(e.2)   Exhibit A to Distribution Agreement is filed herein.
(g.4)   Appendix A to Custodian Agreement is filed herein.
(h.4)   Appendix A to Administration Agreement is filed herein.
(h.9)   Appendix A to Transfer Agency and Service Agreement is filed herein.
(h.13)  Appendix A to Securities Lending Agency Agreement between BGI and the
        Registrant is filed herein.

EX-99.(D.2)

                                                                   Exhibit (d.2)

                                   Schedule A
                                     to the
                   Advisory Agreement dated December 19, 2001
                                     between
                                  iShares, Inc.
                                       and
                          Barclays Global Fund Advisors

Advisory Fee for the Category I Funds:
0.59% per annum of the aggregate net assets of the Category I Funds less than or
equal to $7.0 billion
plus 0.54% per annum of the aggregate net assets of the Category I Funds between
$7.0 billion and $11.0 billion
plus 0.49% per annum of the aggregate net assets of the Category I Funds between
$11.0 billion and $24.0 billion
plus 0.44% per annum of the aggregate net assets of the Category I Funds between
$24.0 billion and $48.0 billion
plus 0.40% per annum of the aggregate net assets of the Category I Funds in
excess of $48.0 billion

Category I Funds:
iShares MSCI Australia Index Fund
iShares MSCI Austria Investable Market Index Fund
iShares MSCI Belgium Investable Market 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 Japan Small Cap Index Fund
iShares MSCI Malaysia Index Fund
iShares MSCI Mexico Investable Market Index Fund
iShares MSCI Netherlands Investable Market Index Fund
iShares MSCI Singapore Index Fund
iShares MSCI Spain 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 $2.0 billion
plus 0.69% per annum of the aggregate net assets of the Category II Funds
between $2.0 billion and $4.0 billion
plus 0.64% per annum of the aggregate net assets of the Category II Funds
between $4.0 billion and $8.0 billion
plus 0.57% per annum of the aggregate net assets of the Category II Funds
between $8.0 billion and $16.0 billion
plus 0.51% per annum of the aggregate net assets of the Category II Funds in
excess of $16.0 billion

Category II Funds:
iShares MSCI All Peru Capped Index Fund*
iShares MSCI Brazil Index Fund
iShares MSCI Chile Investable Market Index Fund
iShares MSCI Israel Capped Investable Market Index Fund
iShares MSCI South Africa Index Fund
iShares MSCI South Korea Index Fund
iShares MSCI Taiwan Index Fund
iShares MSCI Thailand Investable Market Index Fund
iShares MSCI Turkey Investable Market Index Fund




Advisory Fee for Category III Funds:
0.50% per annum of the aggregate net assets of the Category III Funds

Category III Funds:
iShares MSCI Pacific ex-Japan Index Fund

Advisory Fee for Category IV Funds:
0.75% per annum of the aggregate net assets of the Category IV Funds less than
or equal to $14.0 billion
plus 0.68% per annum of the aggregate net assets of the Category IV Funds
between $14.0 billion and $28.0 billion
plus 0.61% per annum of the aggregate net assets of the Category IV Funds in
excess of $28.0 billion

Category IV Funds:
iShares MSCI All Country Asia ex Japan Index Fund*
iShares MSCI BRIC Index Fund
iShares MSCI Emerging Markets Index Fund
iShares MSCI Emerging Markets Eastern Europe Index Fund

*    This Fund is a fund of iShares Trust.

Amended and Approved by the Board of Directors of iShares, Inc. on September
16-17, 2009.

EX-99.(E.2)

                                                                   Exhibit (e.2)

Distribution Agreement

                                    EXHIBIT A

                                  iShares, Inc.

iShares MSCI Australia Index Fund
iShares MSCI Austria Investable Market Index Fund
iShares MSCI Belgium Investable Market Index Fund
iShares MSCI Brazil Index Fund
iShares MSCI BRIC Index Fund
iShares MSCI Canada Index Fund
iShares MSCI Chile Investable Market Index Fund
iShares MSCI Emerging Markets Index Fund
iShares MSCI Emerging Markets Eastern Europe 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 Israel Capped Investable Market Index Fund
iShares MSCI Italy Index Fund
iShares MSCI Japan Index Fund
iShares MSCI Japan Small Cap Index Fund
iShares MSCI Malaysia Index Fund
iShares MSCI Mexico Investable Market Index Fund
iShares MSCI Netherlands Investable Market Index Fund
iShares MSCI Pacific ex-Japan Index Fund
iShares MSCI Singapore Index Fund
iShares MSCI South Africa Index Fund
iShares MSCI South Korea Index Fund
iShares MSCI Spain Index Fund
iShares MSCI Sweden Index Fund
iShares MSCI Switzerland Index Fund
iShares MSCI Taiwan Index Fund
iShares MSCI Thailand Investable Market Index Fund
iShares MSCI Turkey Investable Market Index Fund
iShares MSCI United Kingdom Index Fund

Amended and Approved by the Board of Directors of iShares, Inc. on September
16-17, 2009.

EX-99.(G.4)

                                                                   Exhibit (g.4)

Custodian Agreement

                                   APPENDIX A

                                  iShares, Inc.

iShares MSCI Australia Index Fund
iShares MSCI Austria Investable Market Index Fund
iShares MSCI Belgium Investable Market Index Fund
iShares MSCI Brazil Index Fund
iShares MSCI BRIC Index Fund
iShares MSCI Canada Index Fund
iShares MSCI Chile Investable Market Index Fund
iShares MSCI Emerging Markets Index Fund
iShares MSCI Emerging Markets Eastern Europe 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 Israel Capped Investable Market Index Fund
iShares MSCI Italy Index Fund
iShares MSCI Japan Index Fund
iShares MSCI Japan Small Cap Index Fund
iShares MSCI Malaysia Index Fund
iShares MSCI Mexico Investable Market Index Fund
iShares MSCI Netherlands Investable Market Index Fund
iShares MSCI Pacific ex-Japan Index Fund
iShares MSCI Singapore Index Fund
iShares MSCI South Africa Index Fund
iShares MSCI South Korea Index Fund
iShares MSCI Spain Index Fund
iShares MSCI Sweden Index Fund
iShares MSCI Switzerland Index Fund
iShares MSCI Taiwan Index Fund
iShares MSCI Thailand Investable Market Index Fund
iShares MSCI Turkey Investable Market Index Fund
iShares MSCI United Kingdom Index Fund

Amended and Approved by the Board of Directors of iShares, Inc. on September
16-17, 2009.

EX-99.(H.4)

                                                                   Exhibit (h.4)

Administration Agreement

                                   APPENDIX A

                                  iShares, Inc.

iShares MSCI Australia Index Fund
iShares MSCI Austria Investable Market Index Fund
iShares MSCI Belgium Investable Market Index Fund
iShares MSCI Brazil Index Fund
iShares MSCI BRIC Index Fund
iShares MSCI Canada Index Fund
iShares MSCI Chile Investable Market Index Fund
iShares MSCI Emerging Markets Index Fund
iShares MSCI Emerging Markets Eastern Europe 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 Israel Capped Investable Market Index Fund
iShares MSCI Italy Index Fund
iShares MSCI Japan Index Fund
iShares MSCI Japan Small Cap Index Fund
iShares MSCI Malaysia Index Fund
iShares MSCI Mexico Investable Market Index Fund
iShares MSCI Netherlands Investable Market Index Fund
iShares MSCI Pacific ex-Japan Index Fund
iShares MSCI Singapore Index Fund
iShares MSCI South Africa Index Fund
iShares MSCI South Korea Index Fund
iShares MSCI Spain Index Fund
iShares MSCI Sweden Index Fund
iShares MSCI Switzerland Index Fund
iShares MSCI Taiwan Index Fund
iShares MSCI Thailand Investable Market Index Fund
iShares MSCI Turkey Investable Market Index Fund
iShares MSCI United Kingdom Index Fund

Amended and Approved by the Board of Directors of iShares, Inc. on September
16-17, 2009.

EX-99.(H.9)

                                                                   Exhibit (h.9)

Transfer Agency and Service Agreement

                                   APPENDIX A

                                  iShares, Inc.

iShares MSCI Australia Index Fund
iShares MSCI Austria Investable Market Index Fund
iShares MSCI Belgium Investable Market Index Fund
iShares MSCI Brazil Index Fund
iShares MSCI BRIC Index Fund
iShares MSCI Canada Index Fund
iShares MSCI Chile Investable Market Index Fund
iShares MSCI Emerging Markets Index Fund
iShares MSCI Emerging Markets Eastern Europe 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 Israel Capped Investable Market Index Fund
iShares MSCI Italy Index Fund
iShares MSCI Japan Index Fund
iShares MSCI Japan Small Cap Index Fund
iShares MSCI Malaysia Index Fund
iShares MSCI Mexico Investable Market Index Fund
iShares MSCI Netherlands Investable Market Index Fund
iShares MSCI Pacific ex-Japan Index Fund
iShares MSCI Singapore Index Fund
iShares MSCI South Africa Index Fund
iShares MSCI South Korea Index Fund
iShares MSCI Spain Index Fund
iShares MSCI Sweden Index Fund
iShares MSCI Switzerland Index Fund
iShares MSCI Taiwan Index Fund
iShares MSCI Thailand Investable Market Index Fund
iShares MSCI Turkey Investable Market Index Fund
iShares MSCI United Kingdom Index Fund

Amended and Approved by the Board of Directors of iShares, Inc. on September
16-17, 2009.

EX-99.(H.13)

                                                                  Exhibit (h.13)

Securities Lending Agreement

                                   Schedule A
                                     Lenders

iShares, Inc.

iShares MSCI Australia Index Fund
iShares MSCI Austria Investable Market Index Fund
iShares MSCI Belgium Investable Market Index Fund
iShares MSCI Brazil Index Fund
iShares MSCI BRIC Index Fund
iShares MSCI Canada Index Fund
iShares MSCI Chile Investable Market Index Fund
iShares MSCI Emerging Markets Index Fund
iShares MSCI Emerging Markets Eastern Europe 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 Israel Capped Investable Market Index Fund
iShares MSCI Italy Index Fund
iShares MSCI Japan Index Fund
iShares MSCI Japan Small Cap Index Fund
iShares MSCI Malaysia Index Fund
iShares MSCI Mexico Investable Market Index Fund
iShares MSCI Netherlands Investable Market Index Fund
iShares MSCI Pacific ex-Japan Index Fund
iShares MSCI Singapore Index Fund
iShares MSCI South Africa Index Fund
iShares MSCI South Korea Index Fund
iShares MSCI Spain Index Fund
iShares MSCI Sweden Index Fund
iShares MSCI Switzerland Index Fund
iShares MSCI Taiwan Index Fund
iShares MSCI Thailand Investable Market Index Fund
iShares MSCI Turkey Investable Market Index Fund
iShares MSCI United Kingdom Index Fund

iShares Trust

iShares Barclays 1-3 Year Credit Bond Fund (formerly known as Lehman  1-3
  Year Credit Bond Fund)
iShares Barclays 1-3 Year Treasury Bond Fund (formerly known as Lehman 1-3
  Year Treasury Bond Fund)
iShares Barclays 3-7 Year Treasury Bond Fund (formerly known as Lehman 3-7
  Year Treasury Bond Fund)
iShares Barclays 7-10 Year Treasury Bond Fund (formerly known as Lehman
  7-10 Year Treasury Bond Fund)
iShares Barclays 10-20 Year Treasury Bond Fund (formerly known as Lehman
  10-20 Year Treasury Bond Fund)
iShares Barclays 20+ Year Treasury Bond Fund (formerly known as Lehman 20+
  Year Treasury Bond Fund)
iShares Barclays Agency Bond Fund
iShares Barclays Aggregate Bond Fund (formerly known as Lehman Aggregate
  Bond Fund)
iShares Barclays Credit Bond Fund (formerly known as Lehman Credit Bond
  Fund)
iShares Barclays Government/Credit Bond Fund (formerly known as Lehman
  Government/Credit Bond Fund)
iShares Barclays Intermediate Credit Bond Fund (formerly known as Lehman
  Intermediate Credit Bond Fund)
iShares Barclays Intermediate Government/Credit Bond Fund (formerly




Securities Lending Agreement

                             Schedule A (continued)
                                     Lenders

  known as Lehman Intermediate Government/Credit Bond Fund)
iShares Barclays MBS Bond Fund (formerly known as iShares Lehman MBS   Bond
  Fund)
iShares Barclays Short Treasury Bond Fund (formerly known as Lehman Short
  Treasury Bond Fund)
iShares Barclays TIPS Bond Fund (formerly known as Lehman TIPS Bond Fund)

iShares Cohen & Steers Realty Majors Index Fund

iShares Dow Jones International Select Dividend Index Fund (formerly known as
  iShares Dow Jones EPAC Select Dividend Index Fund)
iShares Dow Jones Select Dividend Index Fund
iShares Dow Jones Transportation Average Index Fund
iShares Dow Jones U.S. Aerospace & Defense Index Fund
iShares Dow Jones U.S. Basic Materials Sector Index Fund
iShares Dow Jones U.S. Broker-Dealers Index Fund
iShares Dow Jones U.S. Consumer Goods Sector Index Fund
iShares Dow Jones U.S. Consumer Services Sector Index Fund
iShares Dow Jones U.S. Energy Sector Index Fund
iShares Dow Jones U.S. Financial Sector Index Fund
iShares Dow Jones U.S. Financial Services Index Fund
iShares Dow Jones U.S. Healthcare Providers Index Fund
iShares Dow Jones U.S. Healthcare Sector Index Fund
iShares Dow Jones U.S. Home Construction Index Fund
iShares Dow Jones U.S. Industrial Sector Index Fund
iShares Dow Jones U.S. Insurance Index Fund
iShares Dow Jones U.S. Medical Devices Index Fund
iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund
iShares Dow Jones U.S. Oil Equipment & Services Index Fund
iShares Dow Jones U.S. Pharmaceuticals Index Fund
iShares Dow Jones U.S. Real Estate Index Fund
iShares Dow Jones U.S. Regional Banks Index Fund
iShares Dow Jones U.S. Technology Sector Index Fund
iShares Dow Jones U.S. Telecommunications Sector Index Fund
iShares Dow Jones U.S. Index Fund (formerly known as iShares Dow Jones U.S.
  Total Markets Index Fund)
iShares Dow Jones U.S. Utilities Sector Index Fund

iShares FTSE China (HK Listed) Index Fund
iShares FTSE Developed Small Cap ex-North America Index Fund
iShares FTSE EPRA/NAREIT Developed Asia Index Fund (formerly known as iShares
  FTSE EPRA/NAREIT Asia Index Fund)
iShares FTSE EPRA/NAREIT Developed Europe Index Fund (formerly known as iShares
  FTSE EPRA/NAREIT Europe Index Fund)
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund (formerly
  known as iShares FTSE EPRA/NAREIT Global Real Estate ex-U.S. Index Fund)
iShares FTSE EPRA/NAREIT North America Index Fund
iShares FTSE KLD Social Index Fund (formerly known as iShares KLD 400 Social
  Index Fund)
iShares FTSE KLD Select Social Index Fund (formerly known as iShares KLD Select
  Social(SM) Index Fund)
iShares FTSE NAREIT Industrial/Office Capped Index Fund (formerly known as
   iShares FTSE NAREIT Industrial/Office Index Fund)
iShares FTSE NAREIT Real Estate 50 Index Fund
iShares FTSE NAREIT Residential Plus Capped Index Fund (formerly known as
   iShares FTSE NAREIT Residential Index Fund)




Securities Lending Agreement

                             Schedule A (continued)
                                     Lenders

iShares FTSE NAREIT Retail Capped Index Fund (formerly known as iShares FTSE
  NAREIT Retail Index Fund)
iShares FTSE NAREIT Mortgage Plus Capped Index Fund (formerly known as iShares
  FTSE NAREIT Mortgage REITs Index Fund)
iShares FTSE/Xinhua China 25 Index Fund

iShares iBoxx $ High Yield Corporate Bond Fund
iShares iBoxx $ Investment Grade Corporate Bond Fund (formerly know as iShares
  GS $ InvesTop(TM) Corporate Bond Fund)

iShares JPMorgan USD Emerging Markets Bond Fund

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
iShares Morningstar Small Value Index Fund

iShares MSCI ACWI Index Fund
iShares MSCI ACWI ex US Index Fund
iShares MSCI All Country Asia ex Japan Index Fund
iShares MSCI All Peru Capped Index Fund
iShares MSCI EAFE Growth Index Fund
iShares MSCI EAFE Index Fund
iShares MSCI EAFE Small Cap Index Fund
iShares MSCI EAFE Value Index Fund
iShares MSCI Kokusai Index Fund

iShares Nasdaq Biotechnology Index Fund

iShares NYSE 100 Index Fund
iShares NYSE Composite Index Fund

iShares Russell 1000 Growth Index Fund
iShares Russell 1000 Index Fund
iShares Russell 1000 Value Index Fund
iShares Russell 2000 Growth Index Fund
iShares Russell 2000 Index Fund
iShares Russell 2000 Value Index Fund
iShares Russell 3000 Growth Index Fund
iShares Russell 3000 Index Fund
iShares Russell 3000 Value Index Fund
iShares Russell Microcap Index Fund
iShares Russell Midcap Growth Index Fund
iShares Russell Midcap Index Fund
iShares Russell Midcap Value Index Fund

iShares S&P 100 Index Fund
iShares S&P 1500 Index Fund
iShares S&P 500 Growth Index Fund
iShares S&P 500 Index Fund
iShares S&P 500 Value Index Fund
iShares S&P Aggressive Allocation Fund
iShares S&P Asia 50 Index Fund




Securities Lending Agreement

                             Schedule A (continued)
                                     Lenders


iShares S&P/Citigroup International Treasury Bond Fund
iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund
iShares S&P California AMT-Free Municipal Bond Fund (formerly known as iShares
  S&P California Municipal Bond Fund)
iShares S&P Conservative Allocation Fund
iShares S&P Developed ex-U.S. Property Index Fund (formerly known as iShares S&P
  World ex-U.S. Property Index Fund)
iShares S&P Emerging Markets Infrastructure Index Fund
iShares S&P Europe 350 Index Fund
iShares S&P Global 100 Index Fund
iShares S&P Global Clean Energy Index Fund
iShares S&P Global Consumer Discretionary Sector Index Fund
iShares S&P Global Consumer Staples Sector Index Fund
iShares S&P Global Energy Sector Index Fund
iShares S&P Global Financials Sector Index Fund
iShares S&P Global Healthcare Sector Index Fund
iShares S&P Global Industrials Sector Index Fund
iShares S&P Global Infrastructure Index Fund
iShares S&P Global Materials Sector Index Fund
iShares S&P Global Nuclear Energy Index Fund
iShares S&P Global Technology Sector Index Fund
iShares S&P Global Telecommunications Sector Index Fund
iShares S&P Global Timber & Forestry Index Fund
iShares S&P Global Utilities Sector Index Fund
iShares S&P Growth Allocation Fund
iShares S&P Latin America 40 Index Fund
iShares S&P MidCap 400 Growth Index Fund
iShares S&P MidCap 400 Index Fund
iShares S&P MidCap 400 Value Index Fund
iShares S&P Moderate Allocation Fund
iShares S&P National AMT-Free Municipal Bond Fund (formerly known as iShares S&P
  National Municipal Bond Fund)
iShares S&P New York AMT-Free Municipal Bond Fund (formerly known as iShares S&P
  New York Municipal Bond Fund)
iShares S&P North American Natural Resources Sector Index Fund
iShares S&P North American Technology-Multimedia Networking Index Fund
iShares S&P North American Technology-Semiconductors Index Fund
iShares S&P North American Technology-Software Index Fund
iShares S&P North American Technology Sector Index Fund
iShares S&P Short Term National AMT-Free Municipal Bond Fund (formerly known as
  iShares S&P Short Term National Municipal Bond Fund)
iShares S&P SmallCap 600 Growth Index Fund
iShares S&P SmallCap 600 Index Fund
iShares S&P SmallCap 600 Value Index Fund
iShares S&P Target Date Retirement Income Index Fund
iShares S&P Target Date 2010 Index Fund
iShares S&P Target Date 2015 Index Fund
iShares S&P Target Date 2020 Index Fund
iShares S&P Target Date 2025 Index Fund
iShares S&P Target Date 2030 Index Fund
iShares S&P Target Date 2035 Index Fund
iShares S&P Target Date 2040 Index Fund
iShares S&P/TOPIX 150 Index Fund




Securities Lending Agreement

                             Schedule A (continued)
                                     Lenders

iShares S&P U.S. Preferred Stock Index Fund

Amended and Approved by the Board of Trustees of iShares Trust and Board of
Directors of iShares, Inc. on February 23-24, 2009.

CORRESP

[LOGO] WILLKIE FARR & GALLAGHER LLP                         1875 K Street, NW
                                                            Washington, DC 20006

                                                            Tel: 202 303 1000
                                                            Fax: 202 303 2000

October 31, 2009

VIA EDGAR

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re:  iShares Inc.
     File Nos. 33-97598 and 811-09102
     Post-Effective Amendment No. 102

Ladies and Gentlemen:

On behalf of iShares Inc. (the "Company"), we hereby transmit for filing under
the Securities Act of 1933 (the "1933 Act") and the Investment Company Act of
1940, Post-Effective Amendment No. 102 to the Company's Registration Statement
on Form N-1A.

The Amendment relates to the following funds, each a series of the Company:

S0000 04246   iShares MSCI Australia Index Fund
S0000 04257   iShares MSCI Austria Investable Market Index
S0000 04263   iShares MSCI Belgium Investable Market Index
S0000 04264   iShares MSCI Brazil Index Fund
S0000 18069   iShares MSCI BRIC Index Fund
S0000 04265   iShares MSCI Canada Index Fund
S0000 18070   iShares MSCI Chile Investable Market Index Fund
S0000 04266   iShares MSCI Emerging Markets Index Fund
S0000 04268   iShares MSCI EMU Index Fund
S0000 04267   iShares MSCI France Index Fund
S0000 04269   iShares MSCI Germany Index Fund
S0000 04247   iShares MSCI Hong Kong Index Fund
S0000 21462   iShares MSCI Israel Capped Investable Market Index Fund
S0000 04248   iShares MSCI Italy Index Fund
S0000 04249   iShares MSCI Japan Index Fund
S0000 19126   iShares MSCI Japan Small Cap Index Fund
S0000 04250   iShares MSCI Malaysia Index Fund
S0000 04251   iShares MSCI Mexico Investable Market Index Fund

 NEW YORK   WASHINGTON DC   PARIS   LONDON   MILAN   ROME   FRANKFURT   BRUSSELS




Securities and Exchange Commission
October 31, 2009
Page 2

S0000 04252   iShares MSCI Netherlands Investable Market Index Fund
S0000 04253   iShares MSCI Pacific ex-Japan Index Fund
S0000 04254   iShares MSCI Singapore Index Fund
S0000 04255   iShares MSCI South Africa Index Fund
S0000 04258   iShares MSCI South Korea Index Fund
S0000 04256   iShares MSCI Spain Index Fund
S0000 04259   iShares MSCI Sweden Index Fund
S0000 04260   iShares MSCI Switzerland Index Fund
S0000 04261   iShares MSCI Taiwan Index Fund
S0000 18072   iShares MSCI Thailand Investable Market Index Fund
S0000 18073   iShares MSCI Turkey Investable Market Index Fund
S0000 04262   iShares MSCI United Kingdom Index Fund

The Amendment is being filed pursuant to Rule 485(a) under the 1933 Act and the
purpose of this filing is to file the initial version of the prospectus
for each series pursuant to the revised Form N-1A.

If you have any questions or need further information, please call me at (202)
303-1151.

Sincerely,

David Solander

cc:  Robert Zivnuska
     Benjamin Haskin
     Anthony Vertuno