Definitive Pricing Supplement No. 104

0001193125-11-206203.txt : 20110802 0001193125-11-206203.hdr.sgml : 20110802 20110802150607 ACCESSION NUMBER: 0001193125-11-206203 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20110802 DATE AS OF CHANGE: 20110802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO & CO/MN CENTRAL INDEX KEY: 0000072971 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410449260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-159738 FILM NUMBER: 111003321 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 6126671234 MAIL ADDRESS: STREET 1: WELLS FARGO & COMPANY STREET 2: 420 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94163 FORMER COMPANY: FORMER CONFORMED NAME: NORWEST CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST BANCORPORATION DATE OF NAME CHANGE: 19830516 424B2 1 d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 104 Definitive Pricing Supplement No. 104

Filed Pursuant to Rule 424(b)(2)

File No. 333-159738

Title of Each Class of

Securities Offered

Maximum Aggregate
Offering Price

Amount of
Registration Fee⁽¹⁾

Medium Term Notes, Series K, Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due February 6, 2015

1,568,000

182.04

⁽¹⁾

The total filing fee of $182.04 is calculated in accordance with Rule 457(r) of the Securities Act of 1933 (the “Securities Act”) and will be paid by wire transfer within the time required by Rule 456(b) of the Securities Act.

PRICING SUPPLEMENT No. 104 dated July 29, 2011

(To Product Supplement No. 4 dated May 28, 2010,

Prospectus Supplement dated April 23, 2010

and Prospectus dated June 4, 2009)



		Wells Fargo & Company Medium-Term Notes, Series K ETF Linked Securities Upside Participation To A Cap And Fixed Percentage Buffered Downside

		Enhanced Growth Securities Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due February 6, 2015

n Linked to the iShares^® MSCI Emerging Markets Index Fund n 150% participation in the upside performance of the iShares MSCI Emerging Markets Index Fund, subject to a capped value of 133% of the original offering price per note n Protection against a decline in the iShares MSCI Emerging Markets Index Fund as long as the ending price has not declined by more than 15% from the starting price n 1-to-1 downside exposure to decreases in the value of the iShares MSCI Emerging Markets Index Fund in excess of 15% n Term of approximately 3.5 years n No periodic interest payments n May receive less, and possibly 85% less, than the original offering price

Investing in the notes involves risks. See “Risk Factors” on page PRS-7.

The notes are unsecured obligations of Wells Fargo and all payments on the notes are subject to the credit risk of Wells Fargo. The notes are not deposits or other obligations of a depository institution and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency of the United States or any other jurisdiction.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


	Original Offering Price	Agent Discount⁽¹⁾	Proceeds to Wells Fargo
Per Note	100.00%	2.25%	97.75%
Total	$1,568,000	$35,280	$1,532,720

⁽¹⁾

In addition to the agent discount, the original offering price specified above includes structuring and development costs and offering expenses. The agent discount and structuring and development costs total approximately $31.54 per $1,000 note. See “Plan of Distribution” in the prospectus supplement for further information including information regarding how we may hedge our obligations under the notes.

Wells Fargo Securities

Enhanced Growth Securities

Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due

February 6, 2015

Investment Description

The Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due February 6, 2015 are senior unsecured debt securities of Wells Fargo & Company that provide (i) the possibility of a leveraged return if the value of the iShares MSCI Emerging Markets Index Fund (the “Fund”) increases from its starting price to its ending price, provided that the amount received per note will not be more than the capped value of 133% of the original offering price per note, (ii) return of principal if, and only if, the ending price of the Fund does not decline by more than 15% from the starting price and (iii) exposure to decreases in the value of the Fund if and to the extent the ending price declines by more than 15% from the starting price, in each case subject to the credit risk of Wells Fargo. If the ending price declines by more than 15% from the starting price, you will receive less, and possibly 85% less, than the original offering price of your notes.

The Fund is an exchange traded fund that seeks to track the MSCI Emerging Markets Index, an equity index that is designed to measure equity performance in global emerging markets.

You should read this pricing supplement together with product supplement no. 4 dated May 28, 2010, the prospectus supplement dated April 23, 2010 and the prospectus dated June 4, 2009 for additional information about the notes. Information included in this pricing supplement supersedes information in the product supplement, prospectus supplement and prospectus to the extent it is different from that information. Certain defined terms used but not defined herein have the meanings set forth in the product supplement.

You may access the product supplement, prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant date on the SEC website):

•

Product Supplement No. 4 dated May 28, 2010 and filed with the SEC on May 28, 2010:

http://www.sec.gov/Archives/edgar/data/72971/000095013010000775/d424b2.htm

•

Prospectus Supplement dated April 23, 2010 and filed with the SEC on April 23, 2010:

http://www.sec.gov/Archives/edgar/data/72971/000119312510091748/d424b2.htm

•

Prospectus contained in Registration Statement No. 333-159738 dated June 4, 2009 and filed with the SEC on June 4, 2009:

http://www.sec.gov/Archives/edgar/data/72971/000119312509125207/ds3asr.htm

PRS-2

Enhanced Growth Securities

Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due

February 6, 2015

Investor Considerations

We have designed the notes for investors who:

seek exposure to the upside performance of the Fund and desire to enhance any increase in the Fund, in each case subject to the capped value, and want to protect against a decline of up to 15% in the Fund by:

participating 150% in any increase in the ending price over the starting price, subject to the capped value of 133% of the original offering price per note; and

protecting against any decline in the Fund, as long as the ending price has not declined by more than 15% from the starting price;

understand that if any decline in the ending price is more than 15% of the starting price, they will receive less, and possibly 85% less, than the original offering price of the notes;

do not seek current income; and

are willing to hold the notes until maturity.

The notes are not designed for, and may not be a suitable investment for, investors who:

seek a liquid investment or are unable or unwilling to hold the notes to maturity;

expect the value of the Fund to decrease more than 15% from its starting price;

seek full exposure to the upside performance of the Fund;

seek full return of the original offering price of the notes at stated maturity;

seek current income;

are unwilling to accept the risk of exposure to foreign emerging equity markets;

seek exposure to the Fund but are unwilling to accept the risk/return trade-offs inherent in the payment at stated maturity for the notes;

are unwilling to accept the credit risk of Wells Fargo to obtain exposure to the Fund generally, or to the exposure to the Fund that the notes provide specifically; and

prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.

iShares^® is a registered mark of BlackRock Institutional Trust Company, N.A. (“BTC”). The notes are not sponsored, endorsed, sold or promoted by BTC, its affiliate, BlackRock Fund Advisors (“BFA”) or iShares, Inc. None of BTC, BFA or iShares, Inc. makes any representations or warranties to the holders of the notes or any member of the public regarding the advisability of investing in the notes. None of BTC, BFA or iShares, Inc. will have any obligation or liability in connection with the registration, operation, marketing, trading or sale of the notes or in connection with Wells Fargo & Company’s use of information about the iShares^® MSCI Emerging Markets Index Fund.

PRS-3

Enhanced Growth Securities

Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due

February 6, 2015

Terms of the Notes

Market Measure:

iShares MSCI Emerging Markets Index Fund (the “Fund”)

Pricing Date:

July 29, 2011

Issue Date:

August 5, 2011

The “redemption amount” per note will equal:

• If the ending price is greater than the starting price: the lesser of:

(i) the original offering price per note plus:

original offering

price per note

ending price – starting price

x participation rate

; and

starting price

Redemption Amount:

(ii) the capped value;

• If the ending price is less than or equal to the starting price, but greater than or equal to the threshold price: the original offering price per note; or

• If the ending price is less than the threshold price: the original offering price per note minus:

original offering price per note

threshold price – ending price

starting price

If the ending price is less than the threshold price, you will receive less, and possibly 85% less, than the original offering price of your notes.

Stated Maturity

Date:

February 6, 2015, subject to postponement if a market disruption event occurs or is continuing.

Starting Price:

47.15, the fund closing price of the Fund on the pricing date.

Ending Price:

The “ending price” will be the fund closing price of the Fund on the calculation day.

Capped Value:

The “capped value” is 133% of the original offering price per note ($1,330 per $1,000 note). References in this pricing supplement to a “$1,000 note” are to a note with an original offering price of $1,000.

Threshold Price:

40.08, which is equal to 85% of the starting price.

PRS-4

Enhanced Growth Securities

Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due

February 6, 2015

Terms of the Notes (Continued)

Participation Rate:

150%

Calculation Day:

January 30, 2015 or, if such day is not a trading day, the next succeeding trading day. The calculation day is subject to postponement due to the occurrence of a market disruption event.

Calculation Agent:

Wells Fargo Securities, LLC

Tax Consequences:

The United States federal income tax consequences of your investment in the notes are uncertain. The discussion below supplements the discussion under “United States Federal Income Tax Considerations” in the product supplement and is subject to the limitations and exceptions set forth therein.

The terms of the notes require you and Wells Fargo (in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary) to characterize and treat a note as a pre-paid derivative contract with respect to the Fund. If the notes are so characterized and treated (and such characterization and treatment is respected by the Internal Revenue Service (the “IRS”)), and subject to the discussion of Section 1260 of the Internal Revenue Code of 1986, as amended (the “Code”), below, you should generally recognize capital gain or loss upon the sale, exchange or maturity of your notes in an amount equal to the difference between the amount you receive at such time and the price you paid for them. Such gain or loss should generally be long-term capital gain or loss if you held your notes for more than one year.

In the opinion of our special tax counsel, Sullivan & Cromwell LLP, it would be reasonable to characterize and treat your notes in the manner described above. However, because there is no authority that specifically addresses the tax treatment

of the notes, it is possible that your notes could alternatively be treated for tax purposes in the manner described under “United States Federal Income Tax Considerations—Alternative Treatments” on page PS-23 of the product supplement.

Although not entirely clear, it is possible that the purchase and ownership of the notes will be treated as a “constructive ownership transaction” which would be subject to the constructive ownership rules of Section 1260 of the Code. If your notes were subject to the constructive ownership rules, then any long-term capital gain that you realize upon the sale, exchange or maturity of your notes would be recharacterized as ordinary income (and you would be subject to an interest charge on deferred tax liability with respect to such recharacterized capital gain) to the extent that such capital gain exceeds the “net underlying long-term capital gain” as defined in Section 1260 of the Code in respect of the notes (such excess, the “Excess Gain Amount”). Although the matter is not entirely clear, we believe that it is more likely than not that the “net underlying long-term capital gain” in respect of the notes should equal the amount of long-term capital gain that you would have realized had you purchased an actual interest in the Fund on the date that you purchased your notes (in an amount equal to the number of shares of the Fund that are referenced by your notes, after taking into account the participation

PRS-5

Enhanced Growth Securities

Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due

February 6, 2015

Terms of the Notes (Continued)

rate) and sold such interest in the Fund on the date of the sale, exchange or maturity of the notes. If the “net underlying long-term capital gain” is determined in this manner, the Excess Gain Amount in respect of the notes at maturity should be zero because the maturity payment under the notes will only reflect the appreciation, if any, in the value of the shares of the Fund and will not be determined by reference to any short-term capital gains or ordinary income, if any, that is recognized by holders of shares of the Fund. Under this approach, the application of the constructive ownership rules would thus not have any adverse effects to you. However, it is possible that the Excess Gain Amount could be greater than zero if the IRS successfully asserts that the number of the shares of the Fund used to determine the Excess Gain Amount should be calculated by dividing the amount you paid for your notes by the price of the shares of the Fund on the date you acquired your notes, as opposed to making such determination based on the actual number of shares of the Fund that, after taking into account the participation rate, are effectively referenced in determining the actual return on your notes. Because the application of the constructive ownership rules is unclear, you are strongly urged to consult your tax advisor with respect to the possible application of the constructive ownership rules to your investment in the notes.

The IRS has released a notice that may affect the taxation of holders of the notes. According to the notice, the IRS and the Treasury Department are actively considering whether the holder of an instrument such as the notes should be required to accrue ordinary income on a current basis. It is not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, if issued, holders of the notes will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The IRS and the Treasury Department are also considering other relevant issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital, whether foreign holders of such instruments should be subject to withholding tax on any deemed income accruals, and whether the special “constructive ownership rules” of Section 1260 of the Code should be applied to such instruments. You are urged to consult your tax advisor concerning the significance, and the potential impact, of the above considerations.

You are urged to read the more detailed discussion in “United States Federal Income Tax Considerations” on page PS-22 of the product supplement and to consult your own tax advisor.

Agent:

Wells Fargo Securities, LLC. The agent may resell the notes to other securities dealers at the original offering price of the notes less a concession not in excess of 2.25% of the original offering price of the notes. Such securities dealers may include Wells Fargo Advisors, LLC (“WFA”), one of our affiliates. In addition to any sales concession paid to WFA, WFA will receive $0.45 of the structuring and development costs discussed in the cover page hereof for each $1,000 note it sells.

Denominations:

$1,000 and any integral multiple of $1,000.

CUSIP:

94986REK3

PRS-6

Enhanced Growth Securities

Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due

February 6, 2015

Risk Factors

If The Ending Price Is Less Than The Threshold Price, You Will Receive Less, And Possibly 85% Less, Than The Original Offering Price Of Your Notes.

If the ending price is less than the threshold price, the redemption amount that you receive at stated maturity will be reduced by an amount equal to the decline in the price of the Fund in excess of the threshold price (expressed as a percentage of the starting price). The threshold price is 85% of the starting price. As a result, you may receive less, and possibly 85% less, than the original offering price per note even if the value of the Fund is greater than or equal to the starting price or the threshold price at certain times during the term of the notes.

The risks set forth below are discussed more fully in the product supplement.

•

Your Investment May Result In A Loss.

•

Your Yield May Be Lower Than The Yield On Other Debt Securities Of Comparable Maturity.

•

Your Return Will Be Limited By A Capped Value And May Not Reflect The Return On A Direct Investment In The Market Measure.

•

The Notes Are Subject To The Credit Risk Of Wells Fargo.

•

No Periodic Interest Will Be Paid On The Notes.

•

The Inclusion Of The Agent Discount Or Commission And Structuring And Development Costs In The Original Offering Price Of The Notes And Certain Hedging Costs Are Likely To Adversely Affect The Price At Which You Can Sell Your Notes.

•

The Value Of The Notes Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.

•

We Do Not Expect A Trading Market For The Notes To Develop.

•

Your Return On The Notes Could Be Less Than If You Owned The Shares Of An Exchange Traded Fund.

•

Historical Values Of A Market Measure Or The Securities Included In A Market Measure Should Not Be Taken As An Indication Of The Future Performance Of Such Market Measure During The Term Of The Notes.

•

Changes That Affect An Exchange Traded Fund Or Its Related Underlying Index May Affect The Value Of The Notes And The Amount You Will Receive At Stated Maturity.

•

We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In An Exchange Traded Fund Or Its Underlying Index.

•

We And Our Affiliates Have No Affiliation With Any Of The Sponsors And Are Not Responsible For Their Public Disclosure Of Information.

•

An Investment Linked To The Shares Of An Exchange Traded Fund Is Different From An Investment Linked To The Related Underlying Index.

•

You Will Not Have Any Shareholder Rights With Respect To The Shares Of Any Exchange Traded Fund.

•

Anti-dilution Adjustments Relating To The Shares Of An Exchange Traded Fund Do Not Address Every Event That Could Affect Such Shares.

PRS-7

Enhanced Growth Securities

Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due

February 6, 2015

Risk Factors (Continued)

•

An Investment In The Notes Is Subject To Risks Associated With Foreign Securities Markets.

•

Exchange Rate Movements May Impact The Value Of The Notes.

•

The Calculation Agent Can Postpone The Stated Maturity Date If A Market Disruption Event Occurs.

•

Research Reports And Other Transactions May Create Conflicts Of Interest Between You And Us.

•

Potential Conflicts Of Interest Could Arise.

•

Trading And Other Transactions By Us Or Our Affiliates Could Affect The Level Of A Market Measure, Prices Of Securities Included In A Market Measure Or The Value Of The Notes.

•

Significant Aspects Of The Tax Treatment Of The Notes Are Uncertain.

PRS-8

Enhanced Growth Securities

Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due

February 6, 2015

Determining Payment at Stated Maturity

On the stated maturity date, you will receive a cash payment per $1,000 note (the redemption amount) calculated as follows:

LOGO

Hypothetical Payout Profile

The following profile is based on the capped value of 133% or $1,330 per $1,000 note, a participation rate of 150% and a threshold price equal to 85% of the starting price. This graph has been prepared for purposes of illustration only. Your actual return will depend on the actual ending price and the term of your investment.

LOGO

PRS-9

Enhanced Growth Securities

Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due

February 6, 2015

Hypothetical Payments at Stated Maturity

Set forth below are four examples of payment at stated maturity calculations (rounded to two decimal places), assuming hypothetical ending prices as indicated in the examples.

Example 1. Redemption amount is greater than the original offering price but less than the capped value:

Starting price: $47.15

Hypothetical ending price: $55.00

Since the hypothetical ending price is greater than the starting price, the redemption amount would equal:


$	1,000 +	$1,000	x	55.00 – 47.15	x 150%	= $	1,249.73
$	1,000 +	$1,000	x	47.15	x 150%	= $	1,249.73

On the stated maturity date you would receive $1,249.73 per $1,000 note.

Example 2. Redemption amount is equal to the capped value:

Starting price: $47.15

Hypothetical ending price: $65.00

The redemption amount would be equal to the capped value since the capped value is less than:


$	1,000 +	$1,000	x	65.00 – 47.15	x 150%	= $	1,567.87
$	1,000 +	$1,000	x	47.15	x 150%	= $	1,567.87

On the stated maturity date you would receive $1,330.00 per $1,000 note.

In addition to limiting your return on the notes, the capped value limits the positive effect of the participation rate. If the ending price is greater than the starting price, you will participate in the performance of the Fund at a rate of 150% up to a certain point. However, the effect of the participation rate will be progressively reduced for ending prices that are greater than 122% of the starting price since your return on the notes for any ending price greater than 122% of the starting price will be limited to the capped value.

PRS-10

Enhanced Growth Securities

Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due

February 6, 2015

Hypothetical Payments at Stated Maturity (Continued)

Example 3. Redemption amount is equal to the original offering price:

Starting price: $47.15

Hypothetical ending price: $42.00

Threshold price: $40.08, which is 85% of the starting price

Since the hypothetical ending price is less than the starting price, but not by more than 15%, you would not lose any of the original public offering price of your notes.

On the stated maturity date you would receive $1,000 per $1,000 note.

Example 4. Redemption amount is less than the original offering price:

Starting price: $47.15

Hypothetical ending price: $30.00

Threshold price: $40.08, which is 85% of the starting price

Since the hypothetical ending price is less than the starting price by more than 15%, you would lose a portion of the original public offering price of your notes and receive the redemption amount equal to:


$	1,000 –	$1,000	x	40.08 – 30.00	= $	786.21
$	1,000 –	$1,000	x	47.15	= $	786.21

On the stated maturity date you would receive $786.21 per $1,000 note.

To the extent that the ending price differs from the values assumed above, the results indicated above would be different.

PRS-11

Enhanced Growth Securities

Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due

February 6, 2015

Hypothetical Returns

The following table illustrates, for a range of hypothetical ending prices of the Fund:

•

the hypothetical percentage change from the starting price to the hypothetical ending price;

•

the hypothetical redemption amount payable at stated maturity per $1,000 note;

•

the hypothetical total pre-tax rate of return; and

•

the hypothetical pre-tax annualized rate of return.


Hypothetical ending price	Hypothetical percentage change from the starting price to the hypothetical ending price	Hypothetical redemption amount payable at stated maturity per $1,000 note	Hypothetical pre-tax total rate of return	Hypothetical pre-tax annualized rate of return⁽¹⁾
70.73	50.00%	$1,330.00	33.00%	8.29%
66.01	40.00%	$1,330.00	33.00%	8.29%
61.30	30.00%	$1,330.00	33.00%	8.29%
57.52	22.00%	$1,330.00	33.00%	8.29%
56.58	20.00%	$1,300.00	30.00%	7.62%
51.87	10.00%	$1,150.00	15.00%	4.02%
47.15⁽²⁾	0.00%	$1,000.00	0.00%	0.00%
44.79	-5.00%	$1,000.00	0.00%	0.00%
42.44	-10.00%	$1,000.00	0.00%	0.00%
40.08	-15.00%	$1,000.00	0.00%	0.00%
39.61	-16.00%	$ 990.00	-1.00%	-0.29%
33.01	-30.00%	$ 850.00	-15.00%	-4.58%
28.29	-40.00%	$ 750.00	-25.00%	-8.03%
23.58	-50.00%	$ 650.00	-35.00%	-11.91%

(1)	The annualized rates of return are calculated on a semi-annual bond equivalent basis.

(2)	The starting price.

The above figures are for purposes of illustration only. The actual amount you receive at stated maturity and the resulting pre-tax rates of return will depend on the actual ending price.

PRS-12

Enhanced Growth Securities

Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due

February 6, 2015

iShares MSCI Emerging Markets Index Fund

The iShares MSCI Emerging Markets Index Fund is an exchange traded fund that seeks to track the MSCI Emerging Markets Index, an equity index that is designed to measure equity performance in global emerging markets. As of the date of this pricing supplement, the current iShares Prospectus relating to the iShares MSCI Emerging Markets Index Fund is dated January 1, 2011, as revised June 15, 2011, which is part of Post-Effective Amendment No. 120 to the Registration Statement filed with the SEC on Form N-1A, on December 17, 2010 under the Securities Act and the Investment Company Act (File Nos. 33-97598 and 811-09102). The following emerging markets are included in the MSCI Emerging Markets Index: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, South Korea, Taiwan, Thailand and Turkey. As described in the iShares Prospectus, the iShares MSCI Emerging Markets Index 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 the MSCI Emerging Markets Index Fund is concentrated. See “The iShares MSCI Emerging Markets Index Fund” in Annex A to the product supplement for additional information about the iShares MSCI Emerging Markets Index Fund. The information about the iShares MSCI Emerging Markets Index Fund contained herein updates the information in the product supplement.

We obtained the closing prices listed below from Bloomberg Financial Markets (“Bloomberg”). You can obtain the value of the iShares MSCI Emerging Markets Index Fund at any time from Bloomberg under the symbol “EEM” or from the iShares website at www.ishares.com. We make no representation or warranty as to the accuracy or completeness of the information obtained from these sources. No information contained on the iShares website is incorporated by reference into this pricing supplement.

The following graph sets forth daily closing prices of the Fund for the period from April 11, 2003 to July 29, 2011. The closing price on July 29, 2011 was $47.15.

LOGO

PRS-13

Enhanced Growth Securities

Notes Linked to the iShares^® MSCI Emerging Markets Index Fund due

February 6, 2015

The iShares MSCI Emerging Markets Index Fund (Continued)

The following table sets forth the high and low closing prices, as well as end-of-period closing prices, of the Fund for each quarter in the period from April 11, 2003 through June 30, 2011 and for the period from July 1, 2011 to July 29, 2011.


	High		Low		Last
2003
April 11, 2003 to June 30, 2003.	$	13.62	$	11.08	$	13.32
Third Quarter	$	15.89	$	13.47	$	15.10
Fourth Quarter	$	18.21	$	15.50	$	18.21
2004
First Quarter	$	19.84	$	18.38	$	19.50
Second Quarter	$	20.20	$	15.88	$	17.96
Third Quarter	$	19.17	$	16.96	$	19.17
Fourth Quarter	$	22.43	$	18.90	$	22.43
2005
First Quarter	$	24.65	$	21.21	$	22.53
Second Quarter	$	24.37	$	21.70	$	23.87
Third Quarter	$	28.34	$	23.94	$	28.29
Fourth Quarter	$	29.83	$	25.05	$	29.42
2006
First Quarter	$	33.59	$	30.52	$	33.00
Second Quarter	$	37.03	$	27.32	$	31.30
Third Quarter	$	33.10	$	29.20	$	32.26
Fourth Quarter	$	38.20	$	31.77	$	38.06
2007
First Quarter	$	39.54	$	35.10	$	38.83
Second Quarter	$	44.40	$	39.15	$	43.88
Third Quarter	$	50.13	$	39.50	$	49.82
Fourth Quarter	$	55.73	$	47.18	$	50.10
2008
First Quarter	$	50.37	$	42.17	$	44.79
Second Quarter	$	51.70	$	44.43	$	45.19
Third Quarter	$	44.43	$	31.33	$	34.53
Fourth Quarter	$	33.90	$	18.22	$	24.97
2009
First Quarter	$	27.09	$	19.94	$	24.81
Second Quarter	$	34.64	$	25.65	$	32.23
Third Quarter	$	39.29	$	30.75	$	38.91
Fourth Quarter	$	42.07	$	37.56	$	41.50
2010
First Quarter	$	43.22	$	36.83	$	42.12
Second Quarter	$	43.98	$	36.16	$	37.32
Third Quarter	$	44.77	$	37.59	$	44.77
Fourth Quarter	$	48.58	$	44.77	$	47.62
2011
First Quarter	$	48.69	$	44.63	$	48.69
Second Quarter	$	50.21	$	45.50	$	47.60
July 1, 2011 to July 29, 2011	$	48.46	$	46.12	$	47.15

PRS-14

YB3KNL^ZNGZMM=0MNOM;66B0=C>[BN6S+-:'$='- MH$=$S-D84RF1-1>3Z"EBG8=@[G21S-SXMY'(L1.F6FG!V71:*()F`AEU1**AB.=@, M!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@, M!@,"(?SD?'.F;!8ZBT@_-P:1[1%1T\43`Y4U71T42F\.Q;B<.HNJ)$2<0`3< M1`!4'#&,D94)%"PJ,QBW!@2;1,8H^3'PZ3@3@K(RA5&:[PSU,A>HW*DD@4AC M)'ZY1YANG)$ZW;MVB"35H@BU;()E20;MTB(H(I$#@1-)),I4TTR@'``````R M*^V!;VG?GR4^BA^.-L-V<9;$971__]+W\8#`8&KV]?Y\UM_2.S_XSJK)+G?R M5UAAUO7BUT^C=UK*N6<;TL>R6[5ZM/?1W=7LFFQ;:+LNJG&WF-=N, M<$\\2%FR]5*H/&2P1969FS=$BI>3LAPA@,!@,!@,!@,!@,!@,!@,!@,!@,#^ M&,4A3'.8"E*`F,8P@4I2E#B8QC#P````](X$6XGH-H\9QSJ9B6TA(@F:/8N) M%FB\?%5.*:1F;918J[D%5`$I1(4W,(<`].!R%)*.1*0ZS]DD11ZG&IG4=()E M/(JK`W28$,90`,]47'D*D'^()_0``\!#_O@<63E(R$CGLO,R+&(B8ULJ\D923=MV$-&RK-!RZ;-UI%R9G'HKKI)*OG9 M&CJ0.U9IJ&*=RY(P8KKB0@&,"*)S\.4AA`.1@,!@,!@,!@,!@,!@,!@,!@,# MA2$E'Q+87*JZQQY2$*`G.8>``(XI7@(LY MIJ36D68H+0,:5-5LWE$W3-69T6ZUE6K9W`]N='UY?(NO7NI3(WD*0VV8IO M>=D&UFB%W%?C&46L29EV3-F_0015=D3+RJ[/\(8#`8#`8#`8#`8#`8#`8#`8 M#`8#`I?N,KDA<=$;;J,14I&\RUHH5CKL558I_!1;V5DIJ/6C6``_LL_5X1LV M9.W)'"XKOD0%!$X%!4XE2.(XM4[!IG85GV%IO8%>U[;:7>6VN=55&USET)VZ M6FC52#I5BN*\Q&R+2KH'LK MGIBBV!M,:Y0UPY@--ZQIL91:E8:61OLG:U*H.[J5L._!,-F;^,C1V!&;/CFL M1:WR32W-E(A)TZ;-NBFW5+7TML>WBE;RU]9+?6K])A/4I,9.6:V1=O46B-HN M%AGE)Z1LU=9P(C9F`SRTB_\E5NZ MUQ>U-[MK7UBM(&V[)Q41=(R`[K-;WFM3&K&E7M$9,ZRA=?=OD/+L):.'U6O) M3@M5T2/WK0DLY+6.3:NZ:?-;.Y'1NSW3215KVKM:;MCDU&ELFX>/972W6+1_ MNGXRKQDRQC[$BI7J]8/_`';5TV0.1,Q@*J#8Q3-=):RTK7/=;:IW5U>V@IL6 MNT>KU32E'V=+QVY48F4V#+TG5W=M`[0OL-)Z^N"=N8QUZOEBUZ]37.M'SCDJ M2*JZ#91BH"9=-7RUOJ?N8=[+[=+'N=G:[#*:]E*78)^W#LB%6HD5%F[*[#K* M[P[R@1UA9-939SON-LDN^5F&\(Y*:&DD2(R/0!1FV$TUH[*<(8#`8#`8#`8# M`8#`8#`8'\,8I2B8P@4I0$QC&$`*4H!Q$1$?0``&!!*2CMVZ=QL4S5NW2(P:G(B4O(3B8Q2ASF.;B89,]."IG`8#`8# M`M[3OSY*?10_'&V&[.,MB,KH_]3V!?\`(?MG>^J=`V^3T-5[HO.I4+:5IEMB MTV%J]E>Z\;T.DO[##)(U^S/DD'C^X6$C9F9?PSDC&)3D'!`\6D9:59/9>V.UD"&2@1+%!E_;=W(;B/LJA:NW"R"SO[[4Z7%P%KCY5NU: M/V-2[5TRC@B)^FJHL&ZLHY12#8;=CUROLJ MB-%8B19H-*CLGP\FY5B3,9/JR^JS'\"FTDW4DGX<0Y3^);M^(_N

L]JH[DN;[6D_.5R;=WR$'U?+0\^Z5\$_C8EZVF5`M:#L7=WK>2 MO3Z4;[VV01]O3;"R]2>5?6,[%5NE6^G7>PZ49:JF8V)@7DA3HVUN8F.DCR,Q M)'ASII)NE$&Y7BHA(TMGWP6Y+7SBX;(V+0%;5M]G6+JS@:!I($:3JQIVI6.U M+VN/&QZ[LZ_KF4[C6S./5+>VZ&3:F7=&;$BY]=P@"8JJ"0"<.8W#B(63@,!@, )!@,!@,!@?__9 ` end