UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx                            Filed by a Party other than the Registrant¨

Check the appropriate box:

iShares, Inc.

iShares Trust

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

iShares, Inc.

iShares Trust

400 Howard Street

San Francisco, CA 94105

September [4],4, 2009

Dear Shareholder:

Two separate special meetings (each, a “Meeting,” and together, the “Meetings”) of the shareholders of each series of iShares, Inc. and iShares Trust (each, a “Fund,” and collectively, the “Funds”)* will be held at the offices of Barclays Global Fund Advisors, 400 Howard Street, San Francisco, CA 94105, on November 4, 2009, to vote on the proposals listed in the enclosed joint proxy statement for each Meeting. The first Meeting for the Funds will be held at 9:00 a.m. (Pacific time) and the second Meeting for the Funds will be held at 9:30 a.m. (Pacific time).

As discussed in more detail in the enclosed joint proxy statement, on June 16, 2009, Barclays Bank PLC (“Barclays”) entered into an agreement (the “Transaction Agreement”) to sell its interest in the Barclays Global Investors asset management business (the “BGI business”), which includes Barclays Global Investors, N.A. (“BGI”) and BGI’s business of advising, sponsoring and distributing exchange-traded funds (the “iShares Business”), to BlackRock, Inc. (“BlackRock”), one of the world’s largest publicly traded investment management firms. BGI operates the iShares Business through several subsidiary companies, including Barclays Global Fund Advisors (the “Adviser”), each Fund’s investment adviser. Assuming the receipt of the requisite regulatory approvals and the satisfaction of other conditions to closing, the subsidiaries of Barclays operating the BGI business, including the subsidiaries operating the iShares Business, including the Adviser, will be sold to BlackRock (the “Transaction”) for cash and BlackRock stock, as described in more detail in the enclosed joint proxy statement. The Transaction is expected to close at the end of 2009.

The Transaction, when consummated, will cause the Funds’ current investment advisory agreements with the Adviser to terminate. In order for the management of each Fund to continue uninterrupted after the consummation of the Transaction, we are asking the shareholders of each Fund at the first Meeting to approve a new investment advisory agreement to be entered into with the Adviser (each, a “New Advisory Agreement”). Each Fund’s advisory fee rate for services under its New Advisory Agreement will be identical to the fee rate currently payable under its current investment advisory agreement. It is expected that substantially all of the current employees of the Adviser will remain employees of the Adviser and will continue to provide uninterrupted services to your Funds following the Transaction. The BoardsBoard of Directors/Trustees of iShares, Inc. and iShares Trust, as applicable, have unanimously approved the New Advisory Agreement in respect of each Fund subject to shareholder approval.

In addition, at the first Meeting, shareholders of certain Funds are being asked to approve a change in the classification of their Fund’s investment objective from a fundamental investment policy to a non-fundamental investment policy. This is not expected to have any impact on the way the Funds operate.

At the second Meeting, shareholders of the Funds are being asked to elect the Board of Directors of iShares, Inc. or the Board of Trustees of iShares Trust, as applicable.

The Board of Directors/Trustees of iShares, Inc. and iShares Trust, as applicable, unanimously recommends that you vote FOR each of these proposals at the respective Meetings.

Each enclosed proxy is being solicited on behalf of the BoardsBoard of Directors/Trustees of iShares, Inc. and iShares Trust, as applicable. You are cordially invited to attend each Meeting for any Fund in which you own shares.Shareholders of record who do not expect to vote in person at the Meetings are requested to

complete, date and sign the forms of proxy, if received by mail, and return them promptly in the envelope provided for this purpose. You have been provided with the opportunity on your proxy cards or voting instruction forms to provide voting instructions via touchtoneautomated telephone or the Internet, and otherwise authorize the persons named as proxy holders in the enclosed proxies to act on your behalf at the Meetings; please take advantage of these prompt and efficient voting options. You may also vote by live operator. By calling the live operator, you will be able to vote on all proposals for all Funds that you own simultaneously. If you own shares in more than one Fund, calling the live operator may be the fastest way to vote.

If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact our proxy solicitor, Broadridge Financial Solutions, Inc., at 1-866-450-8471.

Sincerely,

Lee T. Kranefuss

Chairman of the Boards of Directors/Trustees

Important Information to Help You Understand and Vote on the Proposals at the Meetings

While we strongly encourage you to read the full text of the enclosed joint proxy statement, we are also providing you with a brief overview of the proposals on which shareholders are requested to vote. Your vote is important.

Questions and Answers

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE “FOR” EACH OF THESE PROPOSALS.

It is important that you vote promptly.

iSHARES, INC.                    iSHARES TRUST

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 4, 2009

NOTICE IS HEREBY GIVEN that a first special meeting (the “Meeting”) of shareholders of each series (each, a “Fund”) of iShares, Inc. and iShares Trust (each, a “Company”) will be held at the offices of Barclays Global Fund Advisors, 400 Howard Street, San Francisco, CA 94105, on November 4, 2009, at 9:00 a.m. (Pacific time) for the following purposes:

Proposal 1. For each Fund: To approve a new investment advisory agreement between each Company, on behalf of each of its Funds, and Barclays Global Fund Advisors (the “Adviser”).

Proposal 2.For the following Funds only:

To approve a change in the classification of the Fund’s investment objective from a fundamental investment policy to a non-fundamental investment policy.

Proposal 3. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Each Company’s Board of Directors/Trustees has fixed the close of business on August 25, 2009 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting or any adjournment or postponement thereof.

The enclosed proxy is being solicited on behalf of the Board of Directors/Trustees of each Company. You are cordially invited to attend the Meeting for any Fund in which you own shares.Shareholders are requested to complete, date and sign the enclosed form of proxy and return it promptly in the envelope provided for this purpose, even if you expect to attend the Meeting in person. You also have the opportunity to provide voting instructions via the live operator, the automated telephone process or the Internet. The Fund encouragesFunds encourage shareholders to take advantage of these prompt and efficient voting options.

If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact our proxy solicitor, Broadridge Financial Solutions, Inc., at 1-866-450-8471.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on November 4, 2009: This Notice of Special Meeting of Shareholders, the Joint Proxy Statement and the form of proxy cards are available on the Internet at [www.proxyvote.com].www.proxyvote.com. On this

website, you will be able to access the Notice of Special Meeting of Shareholders, the Joint Proxy Statement, the form of proxy cards and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.

By Order of the Boards of Directors/Trustees.

Eilleen M. Clavere

Secretary

iShares, Inc.

iShares Trust

San Francisco, California

Dated: September [4],4, 2009

iSHARES, INC.                    iSHARES TRUST

NOTICE OF ADDITIONAL SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 4, 2009

NOTICE IS HEREBY GIVEN that a second and separate special meeting (the “Meeting”) of shareholders of each series (each, a “Fund”) of iShares, Inc. and iShares Trust (each, a “Company”) will be held at the offices of Barclays Global Fund Advisors, 400 Howard Street, San Francisco, CA 94105, on November 4, 2009, at 9:30 a.m. (Pacific time) for the following purposes:

Proposal 1. For each Company: To elect a Board of Directors/Trustees of the Company.

Proposal 2. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Each Company’s Board of Directors/Trustees has fixed the close of business on August 25, 2009 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting or any adjournment or postponement thereof.

The enclosed proxy is being solicited on behalf of the Board of Directors/Trustees of each Company. You are cordially invited to attend the Meeting for any Fund in which you own shares.Shareholders are requested to complete, date and sign the enclosed form of proxy and return it promptly in the envelope provided for this purpose, even if you expect to attend the Meeting in person. You also have the opportunity to provide voting instructions via the live operator, the automated telephone process or the Internet. The Fund encouragesFunds encourage shareholders to take advantage of these prompt and efficient voting options.

If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact our proxy solicitor, Broadridge Financial Solutions, Inc., at 1-866-450-8471.

Important Notice Regarding the Availability of Proxy Materials for the Additional Special Meeting of Shareholders to Be Held on November 4, 2009:This Notice of Special Meeting of Shareholders, the Joint Proxy Statement and the form of proxy cards are available on the Internet at [www.proxyvote.com].www.proxyvote.com. On this website, you will be able to access the Notice of Special Meeting of Shareholders, the Joint Proxy Statement, the form of proxy cards and any amendments or supplements to the foregoing material that are required to be furnished to shareholders.

By Order of the Boards of Directors/Trustees.

Eilleen M. Clavere

Secretary

iShares, Inc.

iShares Trust

San Francisco, California

Dated: September [4],4, 2009

TABLE OF CONTENTS

i

iShares, Inc.

iShares Trust

400 Howard Street

San Francisco, CA 94105

SPECIAL MEETINGS OF SHAREHOLDERS

November  4, 2009

JOINT PROXY STATEMENT

Introduction

This joint proxy statement (the “Joint Proxy Statement”) is being furnished in connection with the solicitation of proxies from the shareholders of each series (each, a “Fund” and collectively, the “Funds”) of iShares, Inc. and iShares Trust (together,(each, a “Company” and together, the “Companies”) by the Board of Directors/Trustees of the Companies (together, the “Board,” with the members of each Board referred to herein as “Directors”“Directors/Trustees”) to be voted at two separate special meetings of the shareholders of each Fund (each, a “Meeting” and together, the “Meetings”). The names of the individual Funds covered by this Joint Proxy Statement are listed inAppendix Ahereto. iShares, Inc. is a corporation organized under the laws of the State of Maryland. iShares Trust is a statutory trust organized under the laws of the State of Delaware. Each Company is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Meetings are scheduled to be held at the offices of Barclays Global Fund Advisors, 400 Howard Street, San Francisco, CA 94105, on November 4, 2009, to vote on the proposals described in this Joint Proxy Statement. The first Meeting will be held at 9:00 a.m. (Pacific time) and the second Meeting will be held at 9:30 a.m. (Pacific time). The Board has determined that the use of this Joint Proxy Statement for the Meetings is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of each Fund at the Meetings. The approximate mailing date of this Joint Proxy Statement is September [    ],8, 2009.

The Board has fixed the close of business on August 25, 2009 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at each Meeting and at any adjournment or postponement thereof. Shareholders on the Record Date will be entitled to one vote for each share of a particular Fund held, with no shares having cumulative voting rights. The number of shares of each Fund outstanding on the Record Date and the net assets of each Fund as of the Record Date are shown inAppendix A. Persons who, to the best knowledge of each Fund, beneficially or of record own more than five percent of a Fund’s outstanding shares as of [            ],June 30, 2009 are listed inAppendix Nunder “Share Ownership of Certain Beneficial Owners.”

With respect to the Funds that are series of iShares, Inc., no business other than Proposal 1 and Proposal 2 may properly be presented for consideration at the first Meeting, and no business other than Proposal 1 may be properly presented for consideration at the second Meeting. If any procedural matter relating to the Proposals at the Meetings is properly presented at the respective Meeting, it is the intention of the persons named in the enclosed forms of proxy to vote in accordance with their discretion.

The Fund of which you are a shareholder is named on each proxy card you receive. If you own shares in more than one Fund as of the Record Date, you may receive more than one proxy card for each Meeting. Even if you plan to attend the Meetings, please sign, date and return EACH proxy card you receive, or if you provide voting instructions by telephone or over the Internet, please vote on the proposals affecting EACH Fund you own. If you authorize your proxies by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you for EACH Fund you own, which is printed on your proxy cards. This code is designed to confirm your identity, provide access into the voting sites and confirm that your instructions are properly recorded.

By calling the live operator, you will be able to vote on all proposals for all Funds that you own simultaneously. If you own shares in more than one Fund, calling the live operator may be the fastest way to vote.

All properly executed proxies received prior to a Fund’s Meetings will be voted at the appropriate Meeting. On the matters coming before each Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly. If you are the record owner of your Fund shares and your proxy is properly executed and returned and no choice is specified, the shares will be voted at the first Meeting as follows: (a)(i) FOR the approval of the new investment advisory agreement for each Fund in which you own shares and (b)(ii) if applicable, FOR the change in the classification of your Fund’s investment objective from a fundamental investment policy to a non-fundamental investment policy. If you are the record owner of your Fund shares and your proxy is properly executed and returned and no choice is specified, the shares will be voted at the second Meeting FOR the election of the Director/Trustee nominees listed in this Joint Proxy Statement. Shareholders who execute proxies may revoke them at any time before they are voted by filing with the applicable Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date or by attending the Meetings and voting in person. If your shares are held by your broker or dealer, you must provide voting instructions to such broker or dealer in order to vote your shares.

Photographic identification will be required for admission to the Meetings.

Each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the Fund at iShares c/o SEI Investments Distribution Co., One Freedom Valley Drive, Oaks, PA 19456, or via email at iSharesETFs@barclaysglobal.com, or by calling toll free at 1-800-474-2737. Copies are also available on www.ishares.com. Copies of the annual and semi-annual reports of each Fund are also available on the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov.

Please note that only one annual or semi-annual report or Joint Proxy Statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report, semi-annual report or this Joint Proxy Statement, shareholders should contact the applicable Fund at the address and phone number set forth above.

YOUR VOTE IS IMPORTANT

To avoid the unnecessary expense and delay of further solicitation, we urge you to indicate voting instructions on each enclosed proxy card, and if received by mail, date and sign each proxy card and return it promptly in the envelope provided, no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your shares to be voted, your shares will be voted in accordance with the recommendations of the Board.If your shares are held in the name of your broker or dealer (i.e., in “street name”), you must provide voting instructions to your broker or dealer about how to vote your shares in order to instruct your broker or dealer to vote your shares on any proposal.

SUMMARY OF PROPOSALS AND FUNDS AFFECTED

The following chart specifies the Funds whose shareholders will be entitled to vote at each Meeting on each of the proposals being presented for shareholder consideration. The proposals are set forth in each Notice of Special Meeting of Shareholders and are discussed in detail in this Joint Proxy Statement.

MEETING #1

BACKGROUND

Description of the Transaction

On June 16, 2009, Barclays Bank PLC (“Barclays”) entered into an agreement (the “Transaction Agreement”) to sell its interest in the Barclays Global Investors asset management business (the “BGI business”), which includes Barclays Global Investors, N.A. (“BGI”) and BGI’s business of advising, sponsoring and distributing exchange-traded funds (the “iShares Business”), to BlackRock, Inc. (“BlackRock”), one of the world’s largest publicly traded investment management firms. BGI operates the iShares Business through several subsidiary companies, including Barclays Global Fund Advisors (the “Adviser”), each Fund’s investment adviser. Assuming the receipt of the requisite regulatory approvals and the satisfaction of other conditions to closing, the subsidiaries of Barclays operating the BGI business, including the subsidiaries operating the iShares Business, including the Adviser, will be sold to BlackRock (the “Transaction”) for cash and BlackRock stock, as described in more detail below.

Pursuant to the terms of the Transaction Agreement, BlackRock will acquire BGI for approximately $13.5 billion. As part of the Transaction, Barclays will receive 37.784 million shares of common stock and common stock equivalents in BlackRock worth approximately $6.9 billion (based upon the closing price of BlackRock’s common stock on June 11, 2009) and $6.6 billion in cash. The shares will represent a 4.9% voting interest and approximately an aggregate 19.9% economic interest in the combined company. Under the terms of the Transaction Agreement, Barclays will have certain restrictions on the sale or acquisition of shares in BlackRock and will have the right to maintain its ownership percentage if BlackRock issues additional shares in the future. In addition, John Varley, Barclays Group Chief Executive, and Robert E. Diamond, Jr., Barclays Group President and Chief Executive Officer of Investment Banking and Investment Management, are expected to be nominated to the Board of Directors of BlackRock.

The Transaction is subject to certain regulatory approvals and several other conditions precedent to closing. The closing is expected to take place at the end of 2009.

It is expected that substantially all of the current employees of the Adviser will remain employees of the Adviser and will continue to provide services to the Funds following the Transaction. In addition, it is expected that Blake Grossman, chief executive officerChief Executive Officer of BGI, will serve as a Vice Chairman of the combined company, head of Scientific Investing, and as a member of the Office of the Chairman of the combined company.

At closing, the combined company is expected to be the world’s largest asset management company with more than $3 trillion in assets under management (based on figures as of June 30, 2009) and will have more than 9,000 employees in 24 countries worldwide. The common stock of the combined company is expected to operate under the name BlackRock Global Investors and its shares of common stock will continue to be listed on the New York Stock Exchange, Inc. (the “NYSE”). BlackRock currentlyThe firm manages assets on behalf of institutions and individuals worldwide through a variety of equity, fixed income, cash management equity and alternative investment products on behalfproducts. In addition, a growing number of institutional and individual investors worldwide. useBlackRock also offersSolutions^® for risk management, investment system outsourcing and financial advisory services to institutional investors worldwide under theBlackRock Solutions^®brand name.services.

BlackRock is independent in ownership and governance, with no single stockholder owning a majority of its stock, and its Board of Directors is comprised of a majority of independent directors. Merrill Lynch & Co., Inc. (“Merrill Lynch”), a wholly-owned subsidiary of Bank of America, and The PNC Financial Services Group, Inc. (“PNC”) own, as of June 30, 2009, approximately 4.6% and 43.9% of BlackRock’s voting common stock, respectively, and approximately 46.3% and 30.8% of BlackRock’s capital stock on a fully diluted basis, respectively. The remaining approximately 25.3%22.9% of the capital stock is held by employees and the public. After the closing of the Transaction, it is anticipated that Bank of America, through its subsidiary, Merrill Lynch, Barclays and PNC will own 3.4%, 4.9% and 32.8%, respectively, of BlackRock’s voting common stock and approximately 34.2%, 19.9% and 24.6%, respectively, of BlackRock’s capital stock on a fully diluted basis.

The strategic rationale of the Transaction for BlackRock and Barclays is to bring together the highly complementary strengths of BlackRock and BGI in asset classes, investment products, distribution channels and global platforms and achieve larger operating and financial scale. BlackRock and BGI believe they share similar values and cultures with a commitment to teamwork and excellence and a strong emphasis on performance and regulatory compliance. As one combined company, BlackRock and BGI believe they will have a world-class product offering across virtually all asset classes and will bring an even greater solutions-centered approach to retail and institutional clients. BlackRock believes that BGI’s record of product development, risk analytics and leadership in quantitative investing, indexing, and retirement solutions will complement BlackRock’s expertise in active fund management, tailored solutions, innovative culture and risk management viaBlackRock Solutions^®. The combined company’s products will include equities, fixed income, cash management and alternative investments, and will offer clients diversified access to global markets through separate accounts, common and collective trust funds, mutual funds, exchange-traded funds, hedge funds, and closed-end funds.

BGI, the Adviser and BlackRock anticipate that the Transaction will benefit them and the Funds in a number of ways, including:

The Advisory Agreements

The Adviser currently serves as the investment adviser to each Fund pursuant to an investment advisory agreement with each Company (each, a “Current Advisory Agreement” and together, the “Current Advisory Agreements”). The Transaction, if consummated, will result in the “assignment,” as defined in 1940 Act, of each Current Advisory Agreement. Under the terms of the Current Advisory Agreements, and as required by the 1940 Act, an assignment will result in the automatic termination of each Current Advisory Agreement. As a result, shareholders are being asked to approve a new investment advisory agreement (each, a “New Advisory Agreement” and together, the “New Advisory Agreements”) between each Company, on behalf each Fund, and the Adviser.

In anticipation of the Transaction, the DirectorsDirectors/Trustees have held a number of telephonic and in-person meetings during the past months for purposes of, among other things, considering whether it would be in the best interests of each Fund and its shareholders to approve the New Advisory Agreements. In addition, in preparation for their consideration of the New Advisory Agreements, the DirectorsDirectors/Trustees requested and received comprehensive information from various sources and covering a range of issues about the Transaction and its expected impact on the Funds, their shareholders and the Adviser.

At an in-person meeting held on August 13, 2009, for the reasons discussed below (see “Board Considerations in Approving the New Advisory Agreements” below), the Board, including a majority of the Board members who are not “interested persons,” as defined in the 1940 Act (the “Independent Directors”Directors/Trustees”), approved the New Advisory Agreement applicable to each Fund and unanimously recommended its approval by shareholders as being in the best interests of that Fund and its shareholders. The 1940 Act requires that the New Advisory Agreement be approved by each Fund’s shareholders in order for it to become effective. In the event shareholders of a Fund do not approve the New Advisory Agreement, the Board will take such action as it deems necessary and in the best interests of the Fund and its shareholders, which may include further solicitation of shareholders. The approval of a New Advisory Agreement by the shareholders of one Fund is not contingent

contingent upon the approval of a New Advisory Agreement in respect ofby any other Fund, including Funds that are series of the same Company.

At the August 13, 2009 in-person Board meeting, the BoardsBoard also approved an interim investment advisory agreement between each Company, on behalf of its Funds, and the Adviser (together, the “Interim Advisory Agreements”) pursuant to Rule 15a-4 under the 1940 Act to take effect upon the consummation of the Transaction in the event that shareholder approval of a New Advisory Agreement has not yet been obtained for any Fund. In reliance on Rule 15a-4, each Interim Advisory Agreement will allow the Adviser to continue performing advisory services with respect to each Fund for a maximum of 150 days following the consummation of the Transaction, while such Funds continue to seek shareholder approval of their New Advisory Agreements. Compensation earned by the Adviser under the Interim Advisory Agreements will be held in an interest-bearing escrow account pending shareholder approval of the New Advisory Agreements. If shareholders approve the New Advisory Agreement within the 150 day-period, the amount held in the escrow account, including interest, will be paid to the Adviser. If shareholders of a Fund do not approve the New Advisory Agreement, the Adviser will be paid the lesser of the costs incurred in performing services under the Interim Advisory Agreement or the total amount in the escrow account, including interest earned. Shareholder approval of the Interim Advisory Agreements is not required by the 1940 Act and is not being sought.

Section 15(f) of the 1940 Act

Section 15(f) of the 1940 Act offers a safe harbor for persons selling advisory businesses from claims that they have sold a fiduciary office (i.e., their investment advisory contractual relationship with the funds they advise) in exchange for compensation in the sale of their business. Section 15(f) provides in substance that when a sale of a controlling interest in an investment adviser of a registered investment company occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. The first condition of Section 15(f) is that during the three-year period following the completion of the transaction, at least 75% of the investment company’s board of directors must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. Each Company currently satisfies this test. Second, an “unfair burden” must not be imposed on the investment company as a result of the transaction relating to the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” (as defined in the 1940 Act) includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any “interested person” (as defined in the 1940 Act) of such an adviser, receives or is entitled to receive any compensation, directly or indirectly, (i) from any person in connection with the purchase or sale of securities or other property to, from, or on behalf of, an investment company, other than bona fide ordinary compensation as principal underwriter, or (ii) from an investment company or its security holders for other than bona fide investment advisory or other services.

The parties to the Transaction Agreement have agreed to conduct their respective businesses in compliance with the conditions of Section 15(f) of the 1940 Act in relation to the Funds.

PROPOSAL 1. TO APPROVE NEW ADVISORY AGREEMENTS

At the Meeting #1, you will be asked to approve a New Advisory Agreement for your Fund. A comparison of the proposed New Advisory Agreement and the Current Advisory Agreement is included below. A form of New Advisory Agreement is attached hereto asAppendix G. The date of the Current Advisory Agreement applicable to each Fund, the date on which it was last submitted for approval by shareholders and the date on which it was last approved for continuance by the Board are provided inAppendix B. The approval of one Fund’s New Advisory Agreement is not contingent upon the approval of any other Fund’s New Advisory Agreement, including Funds that are series of the same Company.

The New Advisory Agreement

The Current Advisory Agreements between the Adviser and each of iShares, Inc. and iShares Trust are not identical, although each Current Advisory Agreement contains generally the same provisions as to the nature of the services provided to the Funds. It is proposed that the Funds use this opportunity to both standardize the terms of the agreements used inby the iShares Fund complexCompanies and to update the advisory agreements, generally, while maintainingas necessary. Although the natureNew Advisory Agreements state the Adviser’s duties and quality ofobligations to the Funds with greater specificity, the services to be provided.provided by the Adviser are not expected to change in any material respect. Importantly, the proposed fee rate payable to the Adviser by each Fund under its New Advisory Agreement is identical to the fee rate payable by the Fund under its Current Advisory Agreement.

The Adviser and BlackRock have provided information to the Board to support their intention that the same level of advisory and management services will be provided to each Fund by the Adviser under the New Advisory Agreements as are currently provided by the Adviser under the Current Advisory Agreements and that the nature and scope of services provided under the Current Advisory Agreements will continue undiminished under the New Advisory Agreements.

If approved by shareholders of a Fund, a New Advisory Agreement will expire two years from its effective date, unless specifically reapproved in the manner required by the 1940 Act.

Comparison of the Current Advisory Agreements to the New Advisory Agreements

Set forth below is a general description of the key terms of the New Advisory Agreements and a general comparison of those terms to the terms of the Current Advisory Agreements. A copy of the form of the New Advisory Agreement is attached to this Joint Proxy Statement asAppendix G.Please refer toAppendix Gfor the completespecific terms of the New Advisory Agreement.

Investment Advisory Services. The investment advisory services to be provided by the Adviser to the Funds under the New Advisory Agreements are the same as the services provided by the Adviser to the Funds under the Current Advisory Agreements. Both the Current Advisory Agreements and the New Advisory Agreements provide that, subject to the supervision of the Board, the Adviser will conduct a continual program of investment, evaluation, sale, and reinvestment of each Fund’s assets and will provide certain general management and administrative services to the Funds. The New Advisory Agreements describe with more specificity the services that the Adviser will provide to the Funds. Specifically, under the New Advisory Agreements, the Adviser will be responsible for performing or arranging for the performance of the management and administrative services necessary for the operation of each Fund, including administering shareholder accounts and handling shareholder relations. In addition, the Adviser will provide the Funds with office space, facilities, equipment and necessary personnel, and the Adviser, on behalf of the Funds, will conduct relations with service providers, including custodians, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, brokers and dealers. The Adviser will also be responsible for maintaining all books and records required to be maintained under the 1940 Act and rendering reports to the Board as necessary and appropriate. The Adviser currently is performing these services pursuant to the Current Advisory Agreements.

Under each New Advisory Agreement, the Adviser also will continue to be responsible for placing orders for the purchase or sale of securities or other investments with brokers or dealers selected by the Adviser. In placing orders with brokers and dealers, the Adviser is directed to seek to obtain the best price and the most favorable execution of its orders. Consistent with this obligation and in seeking the best overall terms available, the Adviser may select brokers on the basis of the research and other services they provide to a Fund. Subject to the best execution requirement and the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and other applicable provisions of law, the Adviser may select brokers and dealers that are affiliated with it or the Funds to effect securities transactions. Each Current Advisory Agreement contains similar provisions regarding the selection of brokers or dealers to execute transactions on behalf of a Fund.

Each New Advisory Agreement provides that the services of the Adviser are not exclusive to the Funds, and the Adviser and its affiliates may render services to others. Each Current Investment Advisory Agreement contains similar provisions.

Retention of a Subadviser. The New Advisory Agreements contain provisions relating to the ability of the Adviser to employ and retain a subadviser to perform some or all of the advisory services. The Current Advisory Agreements do not contain a similar provision. While the Adviser currently does not expect to retain a subadviser to perform advisory services, the inclusion of this express provision provides the Adviser with the flexibility to retain a subadviser should the Adviser and the Board believe the employment of a subadviser is appropriate in the future.

The New Advisory Agreements provide that the retention of an investment subadviser in no way reduces the responsibilities of the Adviser under the New Advisory Agreements and the Adviser is responsible to each Company and each Fund for all acts and omissions of the investment subadviser in connection with the performance by the subadviser of duties for which the Adviser is responsible under the New Advisory Agreement. See “Limitation on Liability,” below.

Fees. Under the Current Advisory Agreements and the New Advisory Agreements, each Company, on behalf of its Funds, has agreed to pay the Adviser a fee at an annual rate of (i) the aggregate of the average daily value of the Fund’s net assets.assets, or (ii) the Fund’s allocable portion of the aggregate of the average daily net assets of the Fund and certain other Funds, as applicable. The proposed advisory fee rates under the New Advisory Agreements are identical to the advisory fee rates payable to the Adviser under the Current Advisory Agreements with respect to all Funds. The New Advisory Agreements require that the Funds pay the Adviser its fee periodically on a schedule approved by the Board, but no less frequently than quarterly. In contrast, the Current Advisory Agreement for iShares Trust requires that the Funds pay the Adviser its fee on a monthly basis and the Current Advisory Agreement for iShares, Inc. requires that the Funds pay the Adviser on a quarterly basis. As a result, the frequency of payment may change under the New Advisory Agreement, as determined by the Board.

Appendix C lists the advisory fee rate described in each Fund’s Current Advisory Agreement and New Advisory Agreement. Amounts paid (after waivers and reimbursements, if any) by each Fund to the Adviser during the Fund’s last fiscal year are shown inAppendix D.

Payment of Expenses. Under the New Advisory Agreements, as is the case under the Current Advisory Agreements, the Adviser will be responsible for all expenses of the Funds with the exception of certain enumerated expenses. The New Advisory Agreements specify that the Funds will be responsible for (i) interest and taxes; (ii) expenses of the Fund incurred with respect to the acquisition and disposition of portfolio securities and the execution of portfolio transactions, including brokerage commissions; (iii) expenses incurred in connection with any distribution plan adopted by a Company in compliance with Rule 12b-1 under the 1940 Act, including distribution fees; (iv) the advisory fee payable to the Adviser; and (v) litigation expenses and any extraordinary expenses (in each case as determined by a majority of the Independent Directors). The expenses the Funds are responsible for under the New Advisory Agreements are substantially similar to the expenses the Funds are responsible for under the Current Advisory Agreements. The New Advisory Agreements clarify that

the Funds bear the costs incurred with respect to the acquisition and disposition of portfolio securities, which have historically been treated as a Fund expense. Additionally, the New Advisory Agreements specifically require that the Funds bear any litigation expense, as determined by a majority of the Independent Directors.Directors/Trustees. While the Current Advisory Agreement for iShares, Inc. requires the Funds to bear litigation expenses, the Current Advisory Agreement for iShares Trust does not specifically list litigation expenses as a Fund expense.

Limitation on Liability. Under the New Advisory Agreements, the Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the performance of the New Advisory Agreements, except a loss resulting from the Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard of its obligations and duties under the New Advisory Agreement. Each Current Advisory Agreement includes similar provisions.

Term and Continuance. If approved by shareholders of a Fund, the New Advisory Agreement for the Fund will continue, unless sooner terminated as set forth therein, for a period of two years from the date of execution. Thereafter, if not terminated, each New Advisory Agreement will continue in effect from year to year only if such continuance is specifically approved at least annually by both (a)(i) the vote of a majority of the Fund’s Board or the vote of a “majority of the outstanding voting securities” of the Fund, and (b)(ii) the vote of a majority of the Independent Directors,Directors/Trustees, cast in person at a meeting called for the purpose of voting on such approval. The Current Advisory Agreements have similar provisions for their term and continuance, although the initial dates of the Agreements differ and the initial two year period has elapsed for many Funds.

A vote of a “majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the voting securities of the Fund that are present at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the Fund are present or represented by proxy or (ii) more than 50% of the outstanding voting securities of the Fund (a “1940 Act Majority”).

Termination. Each New Advisory Agreement provides for its termination with respect to any Fund, without penalty, (i) by the Board or by vote of holders of a 1940 Act Majority of Fund shares upon sixty (60) days’ written notice to the Adviser, or (ii) by the Adviser upon sixty (60) days’ written notice to the Fund. The Current Advisory Agreement for iShares Trust differs slightly as it may be terminated on not less than thirty (30) days’ and no more than sixty (60) days’ prior written notice by the parties, and the Current Advisory Agreement for iShares, Inc. may be terminated on sixty (60) days’ prior written notice by the parties. As with the Current Advisory Agreements, the New Advisory Agreements for each Fund also will terminate automatically in the event of their assignment.

Other Differences. The New Advisory Agreements contain representations and covenants of the Adviser and the Companies, on behalf of the Funds. These representations and covenants, although not included in the Current Advisory Agreements, are common in advisory agreements of this type. In addition, each New Advisory Agreement also makes clear that such Agreement is made by the Company, on behalf of its Funds, pursuant to authority granted by the Directors,Directors/Trustees, and the obligations created by the New Advisory Agreement are not binding on any of the DirectorsDirectors/Trustees or shareholders of the Funds individually, but bind only the property of that Fund and no other Funds of the Company.

Each New Advisory Agreement includes a provision regarding the use of the “iShares” name. While the Current Advisory Agreement for iShares, Inc. includes such a provision, the Current Advisory Agreement for iShares Trust does not. Under the New Advisory Agreements, the Adviser consents to the Companies’ and the Funds’ use of the “iShares” name; however, the use of the iShares name is conditioned upon the continued employment of the Adviser, its successor or any affiliate as the investment adviser to the Fund using the name.

Information about the Adviser

The Adviser is located at 400 Howard Street, San Francisco, CA 94105. It is a wholly-owned indirect subsidiary of BGI, which in turn is currently an indirect subsidiary of Barclays. BGI is located at 400 Howard

Street, San Francisco, CA 94105 and Barclays is located at 1 Churchill Place, Canary Wharf, London England, E14 5HP, England.United Kingdom. As of June 30, 2009, BGI and its affiliates, including the Adviser, provided investment advisory services for assets in excess of $1.68 trillion. BGI, the Adviser, Barclays and their affiliates deal, trade and invest for their own accounts in the types of securities in which the Funds may also invest. The names and principal occupations of the directors and/orand officers of the Adviser are set forth inAppendix F. Following the consummation of the Transaction, the Adviser is expected to be renamed “BlackRock Global Fund Advisors.” Following the closing of the Transaction, it is expected that the Adviser will be a subsidiary of BlackRock.

The Adviser provides investment advisory services to certain other registered funds that may have investment objectives and policies similar to those of the Funds. The table set forth inAppendix Elists such other registered mutual funds advised by the Adviser, the net assets of those funds, and the management fees the Adviser received from those funds during the fiscal years ended on the dates noted.

Information about BlackRock

BlackRock is located at 40 East 52nd Street, New York, New York 10022. BlackRock is one of the world’s largest publicly traded investment management firms. As of June 30, 2009, BlackRock’s assets under management were approximately $1.373 trillion. The firm manages assets on behalf of institutions and individuals worldwide through a variety of equity, fixed income, cash management and alternative investment products. In addition, a growing number of institutional investors useBlackRock Solutions^® for risk management, investment system outsourcing and financial advisory services. Headquartered in New York City, BlackRock has employees in 21 countries and a major presence in key global markets, including the U.S., Europe, Asia, Australia and the Middle East.

Board Considerations in Approving the New Advisory Agreements

The New Advisory Agreements were approved by the Board on behalf of each Fund after consideration of all factors determined to be relevant to the Board’s deliberations, including those discussed below. Each Company’s Board authorized the submission of the New Advisory Agreement for consideration by the Fund’s shareholders in this Joint Proxy Statement.

At an in-person Board meeting held on August 13, 2009, the Board, including the Independent Directors,Directors/Trustees, unanimously approved each New Advisory Agreement between each Company, on behalf of its Funds, and the Adviser.

The Approval Process. At telephonic and in-person meetings held in June, July and August of this year, the Board, including the Independent Directors,Directors/Trustees, discussed the Transaction and the New Advisory Agreements for the Funds.

In preparation for their consideration of the New Advisory Agreements, the DirectorsDirectors/Trustees received, in response to a written due diligence request prepared by the Board and its independent counsel and provided to BlackRock, BGI and the Adviser, comprehensive written information covering a range of issues and received, in response to their additional requests, further information in advance of and at the August 13, 2009 in-person Board meeting. To assist the Board in its consideration of the New Advisory Agreements, BlackRock provided materials and information about itself, including its history, management, investment, risk management and compliance capabilities and processes, and financial condition, and the Adviser provided materials and information about the Transaction. In addition, the Independent DirectorsDirectors/Trustees consulted with their independent legal counsel and Fund counsel on numerous occasions, discussing, among other things, the legal standards and certain other considerations relevant to the Board’s deliberations.

In June 2009, the Board had performed a full annual review of, or initially approved, as applicable, the Current Advisory Agreement for each Fund (other than the iShares S&P Emerging Markets Infrastructure Index

Fund (“EMIF”) and the iShares MSCI All Peru Capped Index Fund (“EPU”), whose Current Advisory Agreements were not required to be approved at the June meeting) as required by the 1940 Act and, after reviewing, among other things, the investment capabilities, resources and personnel of the Adviser, determined that the nature, extent and quality of the services provided by the Adviser under the Current Advisory Agreements were appropriate. The Board also determined that the advisory fees paid by each Fund, taking into account any applicable agreed-upon fee waivers and breakpoints, were fair and reasonable in light of the services provided, the costs to the Adviser of providing those services, economies of scale, the fees and other expenses paid by similar funds (including information provided by Lipper, Inc. (“Lipper”)), and such other circumstances as the DirectorsDirectors/Trustees considered relevant in the exercise of their reasonable judgment. The Board approved the Current Advisory Agreements, other than the Current Advisory Agreements for EMIF and EPU, on June 17, 2009. EMIF and EPU, which commenced operations on June 16, 2009 and June 19, 2009, respectively, did not operate for a meaningful period of time prior to the June 2009 and August 2009 Board meetings to provide a basis for the Board to consider the Funds’ performance history and information relating to the profitability of the Adviser, economies of scale and other benefits to the Adviser and its affiliates under the Funds’ Current Advisory Agreements, although certain of these matters had been considered in connection with the initial approvals of their Current Advisory Agreements. In addition, the Board had previously considered these Funds’ expenses in connection with the initial approvals of these Funds’ Current Advisory Agreements, which information had, as of the August 2009 Board meeting, not changed materially since such initial approvals. Accordingly, for these Funds references below to the June 2009 Board meeting generally refers to the initial approval considerations, which are consistent with those discussed below for the other Funds.

In advance of the June 2009 Board meeting, the Board requested and received materials specifically relating to each Fund’s Current Advisory Agreement. These materials were prepared for each Fund, and included information (a)(i) compiled by Lipper on the fees and expenses and the investment performance of the Fund as compared to a comparable group of funds as classified by Lipper; (b)(ii) prepared by the Adviser discussing market conditions generally; (c)(iii) on the profitability to the Adviser of the Current Advisory Agreements and other payments received by the Adviser and its affiliates from the Funds; and (d)(iv) provided by the Adviser concerning services related to the valuation and pricing of Fund portfolio holdings, and direct and indirect benefits to the Adviser and its affiliates from their relationship with the Fund.

At the June 17, July 29 and August 13, 2009 Board meetings, the DirectorsDirectors/Trustees discussed with representatives of BGI, the Adviser and BlackRock, the management, investment, risk management and compliance capabilities and processes, and financial condition of BlackRock, the Transaction and its rationale, and BlackRock’s general plans and intentions regarding the Adviser and the Funds. At these Board meetings, representatives of BGI, the Adviser and BlackRock made various presentations to, and responded to questions from, the Board. The Board also inquired about the plans for, and anticipated roles and responsibilities of, the employees and officers of the Adviser in connection with the Transaction, including the anticipated senior management structure of the Adviser following the completion of the Transaction. The Independent DirectorsDirectors/Trustees also conferred separately and with their independent legal counsel about the Transaction and other matters related to the Transaction on a number of occasions. After the presentations and after reviewing the written materials provided, the Independent DirectorsDirectors/Trustees met in executive sessions with their independent legal counsel at the June, July and August 2009 Board meetings to consider the Transaction, its expected impact on the Adviser and the Funds, and the New Advisory Agreements.

In connection with the Board’s review of the New Advisory Agreements, BGI, the Adviser and/or BlackRock, as applicable, provided the Board with information about a variety of matters. The Board considered, among other things, the following information:

The Board did not identify any particular information that was all-important or controlling, and each DirectorDirector/Trustee may have attributed different weights to the various factors discussed below. The DirectorsDirectors/Trustees evaluated all information available to them on a Fund-by-Fund basis, and their determinations were made separately in respect of each Fund. In their deliberations, the DirectorsDirectors/Trustees considered information received in connection with their most recent approval or continuation of each Current Advisory Agreement at the June 2009 Board meeting, in addition to information provided by BGI, the Adviser and BlackRock regarding BlackRock and the Transaction, in connection with their evaluation of the terms and conditions of the New Advisory Agreements. The Directors,Directors/Trustees, including a majority of the Independent Directors,Directors/Trustees, concluded that the terms of the New Advisory Agreements are appropriate, that the fees to be paid are reasonable in light of the services to be provided to each Fund, and that the New Advisory Agreements should be approved and recommended to Fund shareholders. In voting to approve the New Advisory Agreement in respect of each Fund, the Board considered in particular the following factors (the Board also considered substantially the same factors and drew substantially the same conclusions in their approval of the Interim Advisory Agreements):

The nature, extent and quality of services to be provided by the Adviser and its affiliates—In connection with their consideration of the New Advisory Agreements, the Board considered representations by the Adviser, BGI and BlackRock that there would be no diminution in the scope of services required of or provided by the Adviser under the New Advisory Agreement for each Fund as compared to the scope of services provided by the Adviser under the Current Advisory Agreement. In reviewing the scope of these services at the June and August 2009 Board meetings, the Board considered the Adviser’s investment philosophy and experience, noting that the Adviser and its affiliates have committed significant resources over time, including over the past year, including investments in technology and increasing the number of their employees supporting the Funds. The Board also considered the Adviser’s compliance program and its compliance record with respect to the Funds. In that regard, the Board noted that the Adviser reports to the Board about portfolio management and compliance matters on a periodic basis in connection with regularly scheduled meetings of the Board, and has made appropriate officers available as needed to provide further assistance with these matters. The Board noted that it expects that these

reports and discussions will continue following the consummation of the Transaction. In addition to the above considerations, the Board considered the Adviser’s investment processes and strategies, and matters related to the Adviser’s portfolio transaction policies and procedures. The Board further took into account that, with respect to most of the Funds, the Adviser does not serve as investment adviser for other series of registered investment companies with substantially similar investment objectives and strategies; therefore, directly comparable performance information was generally not available for most Funds. The Board also considered each Fund’s record of performing in accordance with its investment objective.

In connection with the investment advisory services to be provided under the New Advisory Agreements, the Board took into account detailed discussions with representatives of the Adviser at the June 2009 Board meeting and at prior Board meetings regarding the management of each Fund. In addition to the investment advisory services to be provided to the Funds, the Board, at the August 2009 Board meeting, considered that the Adviser also will continue to provide management and administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements and other services necessary for the operation of the Funds, and that these services were expected to be consistent with the services the Adviser currently performs under the Current Advisory Agreements.

The Board noted the representations of the Adviser, BGI and BlackRock that the Transaction was not expected to have any adverse effect on the resources and strengths of the Adviser in managing the Funds. The Board also considered that the Funds and their shareholders may benefit from having direct access to BlackRock’s state of the art technology and risk management analytic tools, including the investment tools provided under theBlackRock Solutions^®brand name. The Board discussed BlackRock’s current financial condition, its anticipated financial condition following the completion of the Transaction and its lines of business. The Board also discussed the Adviser’s anticipated financial condition following the completion of the Transaction. The Board discussed BlackRock’s current ownership structure and expected ownership structure following the completion of the Transaction. The Board was advised that BlackRock operates as an independent firm, with its own Board of Directors and no majority stockholder.shareholder. The Board was also advised that while BlackRock’s largest shareholders, Merrill Lynch, a wholly owned subsidiary of Bank of America, and PNC, are important clients and strategic partners of BlackRock, they are not involved in the firm’s day-to-day management or operations.

Based on the discussions held and the materials presented at the June, July and August 2009 Board meetings and prior Board meetings, the Board determined that the Transaction would not likely cause an adverse change in the nature, extent and quality of the services to be provided by the Adviser under the New Advisory Agreements compared with the services provided by the Adviser under the Current Advisory Agreements and that the Board expects that the quality of such services will continue to be appropriate.

Funds’ Expensesexpenses and Performanceperformance of the Funds—The Board received and reviewed statistical information prepared by Lipper at the June 2009 meeting and also received information at prior meetings regarding the expense ratio components of the Funds, including advisory fees, waivers and reimbursements, and gross and net total expenses, in comparison with the same information for other registered investment companies objectively selected by Lipper as comprising a Fund’s peer group pursuant to Lipper’s proprietary methodology and, for certain Funds, registered investment companies that would otherwise have been excluded from Lipper’s comparison group due to certain differentiating factors, but were nonetheless included at the request of the Adviser (the “Lipper Group”). Because there are few, if any, exchange traded funds or index funds that track indexes similar to those tracked by most of the Funds, the Lipper Groups sometimes included mutual funds, closed-end funds, exchange traded funds, or funds with differing investment objective classifications, investment focuses and other characteristics (e.g., actively managed funds and funds sponsored by “at cost” service providers). In support of its review of the statistical information, the Board was provided with a detailed description of the methodology used by Lipper to determine the applicable Lipper Groups and to prepare this information. The Board further noted that due to the limitations in providing comparable funds in the various Lipper Groups, the statistical information may or may not provide meaningful direct comparisons to certain Funds.

The Board noted that the investment advisory fees and overall expenses for the Funds were generally lower than the median or average investment advisory fee rates and overall expenses of the Funds in their Lipper Groups with respect to the Current and New Advisory Agreements. The Board took into account that the fee rates for each Fund under the New Advisory Agreements are identical to the fee rates under the respective Current Advisory Agreements. Further, the Board noted that representatives of the Adviser and BlackRock had confirmed that there is no present intention to alter the advisory fee rates, expense waiverwaivers or expense reimbursements currently in effect for the Funds for a period of two years from the date of the closing of the Transaction.

In addition to reviewing the fees and expenses, the Board noted that it regularly reviews each Fund’s performance and at the June 2009 meeting reviewed statistical information prepared by Lipper regarding the performance of each Fund for the quarter-end, one-, three-, five- and ten-year periods, as applicable, and a comparison of each Fund’s performance to its performance benchmark index for the same periods. To the extent that any of the comparison funds included in the Lipper Groups track the same index as any particular Fund, Lipper also provided, and the Board reviewed, a comparison of the Fund’s performance to that of the relevant comparison funds for the same periods. The Board noted that the Funds generally performed in line with their performance benchmark indices over the relevant periods. In considering this information, the Board took into account that the Lipper Groups include funds that may have different investment objectives and/or benchmarks from the Funds. In addition, the Board noted that each Fund seeks to track its benchmark index and that during the prior year the Board received periodic reports on the Funds’ performance in comparison with their relevant benchmark indices. This comparative performance information was also considered by the Board. The Board considered the Adviser’s substantial investment advisory experience and capabilities, as well as the possibility of additional resources and support from BlackRock following the completion of the Transaction, but noted that the effect, if any, the consummation of the Transaction would have on the future performance of the Funds could not be predicted.

Based on this review, the Board had concluded that the investment advisory fee rates and expense levels and the historical performance of each Fund, as compared to the investment advisory feesfee rates and expense levels and performance of the funds in the relevant Lipper Group, were satisfactory for the purposes of approving the Current Advisory AgreementAgreements and concluded that these comparisons continued to be satisfactory for the purpose of approving the New Advisory Agreements.

Cost of services provided and profits realized by the Adviser from the relationship with each Fund—The Board considered that at the June 2009 Board meeting and at prior meetings, it had reviewed information about the profitability of the Adviser with respect to the Funds based on the fees payable to the Adviser and its affiliates (including fees under the Current Advisory Agreements), and all other sources of revenue and expense to the Adviser and its affiliates from the Funds’ operations for the last calendar year. The Board discussed the sources of direct and ancillary revenue with management, including the revenues to BGI from securities lending by the Companies (including any securities lending by the Funds). The Board also discussed the Adviser’s profit margin as reflected in the Funds’ profitability analysis and reviewed information regarding economies of scale (as discussed below).

In evaluating the costs of the services to be provided by the Adviser under the New Advisory Agreements, the Board considered, among other things, whether advisory fee rates or other expenses would change as a result of the Transaction. The Board noted that the New Advisory Agreements are similar to the Current Advisory Agreements, including the fact that the fee rates under the Agreements are identical and that representatives of the Adviser and BlackRock represented that there is no present intention due to the Transaction to alter the advisory fee rates, expense waiver or expense reimbursements currently in effect for the Funds.Funds for a period of two years from the date of the closing of the Transaction. It was noted that it was not possible to predict how the Transaction would affect the Adviser’s profitability from its relationship with the Funds. Potential cost savings had been described by BlackRock representatives that may be achieved by BlackRock [immediately]immediately following the Transaction, but even if all of such savings were realized by the Adviser in connection with the management of

the Funds, the Adviser’s profitability in respect of the Funds was not

expected to increase in a significant respect. The Adviser, BlackRock and the Board discussed how profitability will be calculated and presented to the Board following the Transaction, and the Board reviewed BlackRock’s 2008 profitability methodology with respect to its registered funds. The Board expects to receive profitability information from the Adviser on at least an annual basis following the completion of the Transaction and thus be in a position to evaluate whether any adjustments in Fund fees would be appropriate.

The extent to which economies of scale would be realized as a Fund grows and whether fee levels would reflect such economies of scale—In connection with its review of the Funds’ profitability analysis at the June 2009 meeting, the Board reviewed information regarding potential economies of scale or other efficiencies that may result from increases in the Funds’ assets. At the June 2009 Board meeting, the Board also reviewed the Adviser’s historic profitability as investment adviser to the iShares fund complex and noted that the Adviser had continued to make significant investments in the iShares fund complex, that expenses had grown at a pace similar to the growth in revenue, and that the Adviser had incurred operating losses during earlier years when the iShares funds, including the Funds, had not yet reached scale. The Board further noted that the Current and New Advisory Agreements provide for breakpoints in certain Funds’ investment advisory fee rates as the assets of the Funds, on an aggregated basis with the assets of certain other Funds, increase and that breakpoints were implemented the previous year for certain Funds. The Board noted that for certain other Funds, the Current and New Advisory Agreements do not provide for any breakpoints in the Funds’ investment advisory fee rates as the assets of the Funds increase; however, the Board further noted that possible future economies of scale for those Funds had, in many cases, been taken into consideration by fixing the investment advisory fees at rates at the lower end of the marketplace, effectively giving Fund shareholders, from inception, the benefits of the lower average fee shareholders may have received from a fee structure with declining breakpoints where the initial fee was higher. At the June 2009 Board meeting, the Board, recognizing its responsibility to consider this issue at least annually, concluded that the structure of the investment advisory fee rates, with the breakpoints for certain Funds, reflected appropriate sharing of economies of scale with the Funds’ shareholders.

The Board noted representations from the Adviser and BlackRock that the Adviser will continue to make significant investments in the iShares fund complex and the infrastructure supporting the Funds. The Board determined that changes to the fee structure were not currently necessary and that the Funds appropriately participate in economies of scale. For more information about the fees paid by the Funds, please seeAppendixesAppendices C and D,which listslist the rate of compensation described in each Fund’s Current Advisory Agreement and New Advisory Agreement, and the amount paid to the Adviser for each Fund’s most recent fiscal year, respectively. It was noted that it was not possible to evaluate how the Transaction would create opportunities for additional economies of scale. The Board expects to consider economies of scale on at least an annual basis following completion of the Transaction and thus be in a position to evaluate additional economies of scale, if any.

Fees and Services Providedservices provided for Other Comparable Funds/Accounts Managedother comparable funds/accounts managed by the Adviser and its Affiliates—At the June 2009 Board meeting, the Board received and considered certain information regarding the Funds’ annual investment advisory fee rates under the Current Advisory Agreements in comparison to the investment advisory/management fee rates for other funds/accounts for which the Adviser or BGI provides investment advisory/management services, including other funds registered under the 1940 Act, collective funds and separate accounts (together, the “Other Accounts”). The Board noted that directly comparable investment advisory/management fee information was not available for many of the Funds, as the Adviser and its affiliates do not manage any Other Accounts with substantially similar investment objectives and strategies as many of the Funds. The Board noted, however, that the Adviser provided the Board with general information regarding how the level of services provided to the Other Accounts differed from the level of services provided to the Funds. Furthermore, in reviewing the comparative investment advisory/management fee information for the Funds for which such information was available, the Board considered the general structure of investment advisory/management fees in relation to the nature and extent of services provided to the Funds in comparison with the nature and extent of services provided to the Other Accounts, including, among other things, the level of complexity in managing the Funds and the Other Accounts under differing regulatory requirements and client

guidelines. The Board noted that the investment advisory fee rates under the Current Advisory ContractAgreements for the Funds

were generally higher than the investment advisory/management fee rates for the Other Accounts for which the Adviser or BGI provides investment advisory/management services, but that the differences appeared to be attributable to, among other things, the type and level of services provided and/or the asset levels of the Other Accounts. Based on this review, the Board determined that the investment advisory fee rates under the Current and New Advisory Agreements do not constitute fees that are so disproportionately large as to bear no reasonable relationship to the services rendered and that could not have been the product of arm’s-length bargaining, and concluded that the investment advisory fee rates under the Current and New Advisory Agreements are fair and reasonable.

Other Benefitsbenefits to the Adviser and its Affiliates, Including Fall-Out Benefitsaffiliates, including fall-out benefits—In evaluating the fall-out and any other ancillary benefits received by the Adviser under the Current Advisory Agreements, the Board reviewed any ancillary revenue received by the Adviser and/or its affiliates in connection with the services provided to the Funds by the Adviser or its affiliates, such as any payment of revenue to BGI, each Company’s current securities lending agent, for loaning any portfolio securities, and payment of advisory fees and/or administration fees to the Adviser and BGI in connection with any investments by the Funds in other funds for which the Adviser provides investment advisory services and/or BGI provides administration services. The Board noted that while revenue to BGI in connection with securities lending agency services to the Funds increased overall as against the previous year, overall revenue increased by approximately the same percentage as overall expenses. The Board noted that the Adviser does not use soft dollars or consider the value of research or other services that may be provided to the Adviser (including its affiliates) in selecting brokers for portfolio transactions for the Funds. The Board further noted that any portfolio transactions on behalf of the Funds placed through an affiliate of the Adviser or purchased from an underwriting syndicate in which an Adviser affiliate participates, are reported to the Board pursuant to Rule 17e-1 or Rule 10f-3, as applicable, under the 1940 Act. Any fall-out or ancillary benefits as a result of the Transaction were difficult to quantify with certainty at this time, and the Board indicated that it would continue to evaluate them going forward.

Conclusion—The Board examined the totality of the information they were provided at the June, July and August 2009 Board meetings, and information they received at other meetings held during the past year, and did not identify any single factor discussed previously as controlling. Based on this analysis, the Board determined that the New Advisory Agreements, including the investment advisory fee rates thereunder, are fair and reasonable in light of all relevant circumstances and concluded that it is in the best interest of the Funds and their shareholders to unanimously approve the New Advisory Agreements.

Shareholder Approval

To become effective, a New Advisory Agreement must be approved by the vote of a 1940 Act Majority of the Fund’s shares to which the New Advisory Agreement relates.

Recommendation of the Board of DirectorsDirectors/Trustees

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE “FOR” APPROVAL OF ITS NEW ADVISORY AGREEMENT.

PROPOSAL 2. TO APPROVE A CHANGE IN THE CLASSIFICATION OF THE FUND’S INVESTMENT OBJECTIVE FROM A FUNDAMENTAL INVESTMENT POLICY TO A NON-FUNDAMENTAL INVESTMENT POLICY.

Shareholders of the above-named Funds are being asked to approve the reclassification of the investment objective of their Fund as a non-fundamental investment policy.

In general, each Fund listed above currently has an investment objective to seek investment results that generally correspond to a specified underlying index. This investment objective is deemed to be a fundamental investment policy by each Fund listed above. A “fundamental” investment policy is a policy that cannot be changed without the approval of the vote of a 1940 Act Majority of the Fund’s shares of the Fund to which the policy relates.

At the Board meeting held on August 13, 2009, based on the recommendation of the Adviser, the Board determined that it was in the best interest of each Fund listed above and its shareholders to change the classification of each such Fund’s investment objective from a fundamental policy to a non-fundamental policy. The Funds that are the subject of this proposal are currently the only Funds within either Company whose investment objectives are deemed fundamental. The proposal to reclassify these objectives as non-fundamental investment policies is intended to promote consistency across all Funds. Additionally, designating each Fund’s investment objective as a non-fundamental investment policy will provide the Adviser and the Board with flexibility to respond to changing conditions in a manner they deem to be in the best interests of the Funds and their shareholders without the Funds incurring the cost of a proxy solicitation.

The proposed reclassification will not result in any changes to eacha Fund’s current investment objective unless changes are approved by the Board approves changes at some future time.point in the future. The Adviser and the Board currently do not plan to make any modifications to the Funds’ investment objectives. Moreover, the Adviser does not intend to alter the way in which it manages any of the Funds as a result of this proposal and does not expect that the proposal will affect the investment risk associated with the Funds. Should shareholders of the relevant Funds approve this proposal, each Fund would continue to be managed subject to the same investment objective, strategies, and policies expressed in each Fund’s current prospectus, as well as the limitations imposed by the 1940 Act and the rules and interpretive guidance provided thereunder. Should shareholders approve this proposal, the Board would be able to change the investment objective of a Fund without shareholder approval.

In the event that the proposal is not approved by the shareholders of a particular Fund, that Fund’s investment objective will continue to be a fundamental investment policy, which may not be changed without shareholder approval.

Shareholder Approval

To become effective, this proposal must be approved by the vote of a 1940 Act Majority of the Fund’s shares of the Fund to which it relates.

Recommendation of the Board of DirectorsDirectors/Trustees

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THEIREACH FUND VOTE “FOR” THE APPROVAL OF THE CHANGE IN THE CLASSIFICATION OF THE FUND’S INVESTMENT OBJECTIVE FROM A FUNDAMENTAL INVESTMENT POLICY TO A NON-FUNDAMENTAL INVESTMENT POLICY.

MEETING #2

PROPOSAL 1. TO ELECT BOARD MEMBERS

At a separate Meeting, Meeting #2, shareholders of each Fund are being asked to approve the election ofelect Directors/Trustees to the Board of each Company. The Board has nominated the individuals listed below for election as Directors/Trustees, each to hold office until his or her resignation or removal. Under the proposal, shareholders are being asked to vote on these nominees. Pertinent information about each nominee is set forth below. Each nominee currently serves as a Director/Trustee of each Company.Company, with the exception of Robert S. Kapito.

The Nominating and Governance Committee (the “Nominating Committee”) of each Company reviewed the qualifications, experience and background of each nominee. Based upon this review, the Nominating Committee determined that nominating the incumbent Directors/Trustees would be in the best interests of the shareholders of each Company.

At a meeting held on August 13, 2009, the Board received the recommendations of the Nominating Committee. After discussion and consideration of, among other things, the backgrounds of the incumbent Directors/Trustees, the Board voted to nominate each of the candidates listed belowincumbent Directors/Trustees for election as Directors/Trustees. At a meeting held on August 31, 2009, the Board received the recommendation of the Nominating Committee that Robert S. Kapito be nominated as a Director/Trustee of each Company. After discussion and consideration of, among other things, the background of Mr. Kapito, the Board voted to nominate Mr. Kapito for election. If approved by shareholders of iShares Inc., each nominee will serve as a member of the Board of Directors of iShares, Inc. and, if approved by shareholders of iShares Trust, each nominee will serve as a member of the Board of Trustees of iShares Trust. The nominees for iShares, Inc. and iShares Trust are identical. Each nominee has consented to being named in this Joint Proxy Statement. None of the nominees is related to any other. The Board currently has no reason to believe that any nominee will become unavailable for election as a Director/Trustee, but if that should occur before the Meeting, the proxies will be voted for such other nominees as the Board may recommend. With the exception of Mr. Kapito, each nominee’s term of office will commence, if such nominee is properly elected, immediately upon election. Mr. Kapito’s term of office will commence, if he is properly elected, only upon the consummation of the Transaction. Each nominee will be elected to hold office until his or her successor is elected and qualifies or until his or her earlier death, resignation, retirement or removal.

If the nominees are elected by shareholders, at least 75% of the Board’s members will be Independent Directors.Directors/Trustees. A nominee is deemed to be “independent” to the extent the nominee is not an “interested person” of iShares Trust or iShares, Inc., as that term is defined in Section 2(a)(19) of the 1940 Act (“Independent Nominee”). The independent nomineesIndependent Nominees are George G.C. Parker, J. Darrell Duffie, Cecilia H. Herbert, Charles A. Hurty, John E. Kerrigan, John E. Martinez and Robert H. Silver (the “Independent Nominees”). TheSilver. Mr. Martinez has been considered an Independent Director/Trustee since August 13, 2009 and the Board nominated John E.Mr. Martinez as an Independent Nominee after considering the period of time that has passed since his former affiliation with BGI prior to 2002 and the Board’s experience with Mr. Martinez since he joined the Board in 2003.

Lee T. Kranefuss is considered to be an “interested person” of the Funds because of his affiliation with the Adviser through his employment with BGI and is an interested nominee, and Robert S. Kapito is considered to be an “interested person” because of his affiliation with BlackRock and is an interested nominee (the “Interested Nominee”Nominees”). Interested Nominees generally are understood to be designees of the Adviser or BlackRock based on their employment or other relationships with the Adviser.Adviser or BlackRock. If the nature or extent of Mr. Kranefuss’an Interested Nominee’s role with the Adviser or BlackRock were to change (including after the completion of the Transaction), it is possible that he may be requested to, or he may otherwise decide to, resign from his positions with the Funds.Companies.

Information Regarding Nominees for Election

The following table sets forth certain information regarding each nominee.

Name, Age and Address(1)		Position with each Company and Length of Time Served		Principal Occupation(s) During the Past Five Years		Number of Funds in Fund Complex Overseen or to be Overseen(4)(5)		Other Directorships Held Outside Fund Complex by Nominee
John E. Kerrigan (54)		DirectorDirector/Trustee (since 2005 for each Company).		Chief Investment Officer, Santa Clara University (since 2002).		179 Funds		None.
John E. Martinez (48)		DirectorDirector/Trustee (since 2003 for each Company).		Director, of Real Estate Equity ExchangeEquityRock Capital Management (since 2005); Director, Larkin Street Youth Services (since 2003).		179 Funds		Chairman, Independent Review Committee Canadianof the iShares Canada Funds (since 2007).
Robert H. Silver (54)		DirectorDirector/Trustee (since 2007 for each Company).		President and Co-Founder of The 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)(2006-2009); 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).		179 Funds		None.

Name, Age and Address(1)		Position with each Company and Length of Time Served		Principal Occupation(s) During the Past Five Years		Number of Funds in Fund Complex Overseen or to be Overseen(4)(5)		Other Directorships Held Outside Fund Complex by Nominee
Interested Nominee:Nominees:
Robert S. Kapito(3) (52)		None		President and Director, BlackRock, Inc. since 2006 and 2007, respectively; Vice Chairman of BlackRock, Inc. and Head of BlackRock’s Portfolio Management Group since its formation in 1998 and BlackRock’s predecessor entities since 1988; Trustee, University of Pennsylvania since 2009; Chairman, Hope & Heroes Children’s Cancer Fund since 2002; President of the Board of Directors, Periwinkle Theatre for Youth since 1983.		179 Funds		Director of BlackRock, Inc.
Lee T. Kranefuss(3)(4) (47)		DirectorDirector/Trustee and Chairman (since 2003 for each Company)		Non-Executive Chairman, iShares (since 2009); Global Chief Executive Officer, iShares/Intermediary Groups of BGI (2008-2009); Chief Executive Officer, 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 the Adviser (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).		205 Funds		Trustee of Barclays Global Investors Funds and Master Investment Portfolio (since 2001).

Board and Committee Meetings

Each Independent DirectorDirector/Trustee serves on the Audit Committee and the Nominating and Governance Committee of each Board. (Mr. Martinez was not a member of these Committees prior to August 13, 2009.) The number of times the Board met, including regularly scheduled and special meetings, with respect to each FundCompany is included inAppendix J. With the exception of Messrs. Duffie and Kranefuss, each of the incumbent DirectorsDirectors/Trustees attended at least 75% of all of the Board and committeeCommittee meetings held during each Fund’sCompany’s most recently completed fiscal year.

Audit Committee. The purposes of the Audit Committee are to assist the Board (i) in its oversight of each 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) by assuming such other responsibilities as may be delegated by the Board. The number of times the Audit Committee met with respect to each FundCompany is included inAppendix J.

Nominating and Governance Committee. The Nominating and Governance Committee nominates individuals for Independent Director membership on the Board. The Nominating and Governance CommitteeCommittee’s 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;Director/Trustee; (ii) recommending to the Board and current Independent DirectorsDirectors/Trustees the nominee(s) for appointment as an Independent DirectorDirector/Trustee by the Board and current Independent DirectorsDirectors/Trustees and/or for election as Independent DirectorsDirectors/Trustees by shareholders to fill any vacancy for a position of Independent Director(s)/Trustee(s) on the Board; (iii) recommending to the Board and current Independent DirectorsDirectors/Trustees the size and composition of the Board and Board committees and whether they comply with applicable laws and regulations; (iv) recommending a current Independent DirectorDirector/Trustee to the Board and current Independent DirectorsDirectors/Trustees to serve as Lead Independent Director;Director/Trustee; (v) periodic review ofperiodically reviewing the Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the Independent DirectorsDirectors/Trustees for their services as Directors,Directors/Trustees, members or chairpersons of committees of the Board, Lead Independent Director,Director/Trustee, Chairperson of the Board and any other positions as the Nominating and Governance Committee considers appropriate. The Nominating and Governance Committee currently has not adopted a policy to consider Board nomination(s) recommended by shareholders (acting solely in their capacity as a shareholder and not in any other capacity). The number of times the Nominating and Governance Committee met with respect to each FundCompany is included inAppendix J.

Committee Charters. A copy of each of the Audit Committee Charter and the Nominating and Governance Committee Charter is included in Appendix L andAppendix M, respectively.

General Information Regarding the Board

DirectorDirector/Trustee Attendance at Meetings. Neither Company has a policy on DirectorDirector/Trustee attendance at special meetings of shareholders.

Compensation. Each Company pays each Independent DirectorDirector/Trustee an annual fee of $90,000 for meetings of each Board attended by the Director;Director/Trustee; also each Company pays Charles Hurty an annual fee of $20,000 for service as the chairperson of each Board’s Audit Committee and George G. C. Parker an annual fee of $25,000 for service as each Board’s Lead Independent Director.Director/Trustee. During the period January 1, 2008 through December 31, 2008, each Company paid each Independent Director and John Martinez, then an Interested Director,Director/Trustee (other than Mr. Kranefuss), an annual fee of $90,000 for meetings of the Board attended by the Director;Director/Trustee; also each Company paid Charles Hurty an annual fee of $20,000 for service as the chairperson of each Board’s Audit Committee and George G. C. Parker an annual fee of $25,000 for service as the Board’s Lead Independent Director.Director/Trustee. Each Company also reimburses each DirectorDirector/Trustee for travel and other out-of-pocket expenses incurred by him or her in connection with attending such meetings. Information relating to compensation paid to the DirectorsDirectors/Trustees for each Fund’s most recent fiscal year is set forth inAppendix H.

Equity Securities Owned by the Nominees. Information relating to the amount of equity securities of each Fund owned by the Nominees as of July 31,June 30, 2009 is set forth inAppendix I.

As of [            ], 2009,December 31, 2008, no Independent DirectorDirector/Trustee (or his or her immediate family members) owned securities of the Adviser or SEI Investments Distribution Co., each Fund’s principal underwriter (the “Distributor”), or BlackRock, or securities in an entity controlling, controlled by or under common control with the Adviser or the Distributor or BlackRock (not including the Funds).

[As of [            ],July 31, 2009, no Independent Director/Trustee (or his or her immediate family members) owned securities of BlackRock or securities in an entity controlling, controlled by or under common control with BlackRock (not including registered investment companies advised by BlackRock or its affiliates).

As of June 30, 2009, the nominees and current DirectorsDirectors/Trustees and officers of each Company, collectively, beneficially owned less than 1% of the total outstanding shares of each Fund.]

Each Company, Master Investment Portfolio (“MIP”) and Barclays Global Investors Funds, (“BGIF”), each an open-end management investment company registered under the 1940 Act, are currently considered members of the same fund complex, as defined in Form N-1A under the 1940 Act. With the exception of Lee T. Kranefuss, no nominee serves on the board of trustees of MIP or BGIF.

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the 1934 Act as applied to the Companies, requires each Company’s officers, Directors,Directors/Trustees, investment adviser, affiliates of the investment adviser and persons who beneficially own more than 10% of a registered class of a Company’s outstanding securities (“Fund Insiders”), to file reports of ownership of a Company’s securities and changes in such ownership with the SEC and the NYSE. Under SEC interpretation and pursuant to specified conditions, Fund Insiders of exchange-traded funds such as the Funds, are not required to file reports under Section 16(a) of the 1934 Act.

Shareholder Approval

The affirmative vote of a plurality of votes cast, voted in person or by proxy at the Meeting, is required for the election of each nominee to the Board of each Company. The votes of each Fund that are series of the same Company will be counted together with respect to the election of the nominees to the Board of that Company and the shareholders of each Fund will vote together as a single class with the shareholders of all other Funds that are series of the same Company.

Recommendation of the Board of DirectorsDirectors/Trustees

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE “FOR” THE ELECTION OF THE NOMINEES TO THE BOARD.

INFORMATION REGARDING THE FUNDS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Independent Registered Public Accounting Firm. The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”), located at Three Embarcadero Center, San Francisco, CA 94111, to serve as the independent registered public accounting firm for each Fund. Representatives of PwC are not expected to be present at the Meeting.

Disclosure of Fees.Appendix K sets forth for each Fund’s two most recent fiscal years, the fees billed by PwC for all audit and non-audit services provided directly to the Fund. The fee information inAppendix Kis presented under the following captions:

(a) Audit Fees—fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements, including out-of-pocket expenses.

(b) Audit-Related Fees—fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.

(c) Tax Fees—fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice.

(d) All Other Fees—fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

Board Consideration of Non-Audit Services. Each Company’s Audit Committee has considered whether the provision of non-audit services rendered to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Funds (“Adviser Affiliate”) that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, if any, are compatible with maintaining PwC’s independence, and has determined that the provision of these services do not compromise PwC’s independence.

Audit Committee Pre-Approval Policies and Procedures. Each Company’s Audit Committee Charter, as most recently amended in June 2009, provides that the Audit Committee is responsible for the approval, prior to appointment, of the engagement of the principal accountant to annually audit and provide their opinion on the Funds’ financial statements. The Audit Committee must also approve, prior to appointment, the engagement of the principal accountant to provide non-audit services to the Funds or any Adviser Affiliate that provides ongoing services to the Funds, if the engagement relates directly to the Funds and the operations and financial reporting of the Funds, and the fee for such services are $25,000 or higher. There were noThe services described above that were required to be approved by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.S-X were pre-approved as required. None of the hours expended on the principal accountant’s engagement to audit each Fund’s financial statements for each Fund’s most recently completed fiscal year ended were attributable to work performed by persons other than the principal accountant’s full-time, permanent employees. [TheThe aggregate non-audit fees billed by PwC for services rendered to the Companies, and rendered to the Adviser Affiliates for the fiscal years ended December 31, 2008 and December 31, 2007 were $395,000.]$395,000 and $400,000, respectively.

ADDITIONAL INFORMATION ABOUT THE MEETINGS

Expenses and Methods of Proxy Solicitation. The expenses of the preparation, printing and mailing of each enclosed proxy card, each accompanying Notice and this Joint Proxy Statement will be borne by Barclays or its affiliates. Barclays or its affiliates will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the shares of the Funds.

In order to obtain the necessary quorum and vote at each Meeting, supplementary solicitation may be made by mail, telephone, telefax or personal interview by representatives of the Funds, as well as by financial services firms or their representatives, who will receive no extra compensation for their services. If, by the time scheduled for a Meeting, a quorum of shareholders is not present or if a quorum is present but sufficient votes to allow action on the proposal are not received from the shareholders, the Chairman of the applicable Meeting or, if a shareholder vote is called, the shareholders who are present at the applicable Meeting in person or by proxy, may adjourn the applicable Meeting to permit further solicitation of proxies from shareholders. Any Meeting convened on the date it was called may be adjourned without further notice other than announcement at the applicable Meeting for up to 120 days after the original record date for that Meeting with respect to Funds that are series of iShares, Inc. and for up to 180 days after the original record date for that Meeting with respect to Funds that are series of iShares Trust. The Companies, on behalf of the Funds, have retained Broadridge Financial Solutions, Inc. (“Broadridge”), 60 Research Road, Hingham, MA 02043, and D.F. King & Co., Inc. (“D.F. King”), 48 Wall Street, New York, NY 10005, to assist in the solicitation and tabulation of proxies. It is anticipated that Broadridge and D.F. King will together be paid approximately $30,000,000$12,000,000 for such solicitation services (including reimbursements of out-of-pocket expenses). As stated above, these costs will be borne by Barclays or its affiliates.

Authorizations to execute proxies may be obtained by telephonic transmitted instructions in accordance with procedures designed to authenticate the shareholder’s identity. In all cases where a telephonic proxy is solicited, the shareholder may be asked to provide his or her full name, address, certain other information and the number of shares owned and to confirm that the shareholder has received the Joint Proxy Statement and proxy card in the mail. Within 72 hours of receiving a shareholder’s telephonictelephonically transmitted voting instructions, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder’s instructions and to provide a telephone number to call immediately if the shareholder’s instructions are not correctly reflected in the confirmation.

Quorum. For the first Meeting a quorum with respect to a Fund is constituted by one-third of the Fund’s shares outstanding and entitled to vote at that Meeting, present in person or by proxy. For the second Meeting a quorum with respect to a Company is constituted by one-third of the Company’s shares outstanding and entitled to vote at that Meeting, present in person or by proxy. If a quorum is not present or a quorum is present but sufficient votes to approve each proposal are not received, or for any other reason, the persons named as proxies may propose one or more adjournments of a Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the Fund’s (or Company’s for the second Meeting) shares represented at the applicable Meeting in person or by proxy and voting on the question of adjournment. The persons named as proxies will vote those proxies that they are entitled to vote “FOR” a proposal in favor of such an adjournment and will vote those proxies required to be voted “AGAINST” a proposal against such adjournment. For purposes of determining the presence of a quorum, abstentions and broker non-votes, if any, will be treated as shares that are present at the applicable Meeting. Abstentions and broker non-votes will have no effect on the outcome of a vote on adjournment. A shareholder vote may be taken on a proposal in this Joint Proxy Statement with respect to any Fund prior to such adjournment if sufficient votes have been received for approval and it is otherwise appropriate. The Board also may postpone a Meeting of shareholders prior to the applicable Meeting with notice to the shareholders entitled to vote at or to receive notice of that Meeting.

Voting Requirements. All shares represented by properly executed proxies, unless such proxies have previously been revoked, will be voted at each Meeting in accordance with the directions on the proxies; if no direction is indicated, the votes will be cast “FOR” Proposal 1 and Proposal 2 at Meeting #1 and if no direction is indicated, the votes will be cast “FOR” ALL Nominees at Meeting #2.

Meeting #1: Proposals 1 and 2.Assuming a quorum is present at each Meeting, approval of Proposal 1 and Proposal 2 at Meeting #1 will require the affirmative vote of a 1940 Act Majority of each Fund’s shares with respect to each proposal.

Meeting #2: Proposal 1.Assuming a quorum is present at each Meeting, approval of Proposal 1 at Meeting #2 will require the affirmative vote of a plurality of the votes cast at the Meeting for each nominee. The votes of each Fund that are series of the same Company will be counted together with respect to the election of the nominees to the Board of that Company and the shareholders of each Fund will vote together as a single class with the shareholders of all other Funds that are series of the same Company.

Broker Non-Votes and Abstentions. Broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients, will request the instructions of such customers and clients on how to vote their shares before each Meeting. The Funds understand that, under the rules of the NYSE, in certain non-routine matters, such as the approval of the New Advisory Agreements (Proposal 1 at Meeting #1) and the change in the classification of certain Funds’ investment objective (Proposal 2 at Meeting #1), a broker member may not authorize any proxy without instructions from the customer. In contrast, beneficial owners who do not return a proxy card may have their shares voted by broker-dealer firms in respect of Proposal 1 at Meeting #2.#2 (the election of Directors/Trustees). Votes that, in accordance with the NYSE rules, are not cast by broker-dealer firms on those non-routine matters because the broker did not receive instructions are called “broker non-votes.” With respect to the proposal to approve the New Advisory Agreements (Proposal 1 at Meeting #1) and the proposal to approve the change in the classification of certain Funds’ investment objective (Proposal 2 at Meeting #1), broker non-votes and abstentions will have the same effect as a vote against the proposal, although they will be considered present for purposes of determining the presence of a quorum at the Meeting. However, broker non-votes and abstentions will not have an effect on the proposal to elect the Board of Directors/Trustees.Trustees (Proposal 1 at Meeting #2).

Other Matters. Management knows of no other matters to be presented at the Meetings. Under Maryland law, the only matters that may be acted on at a special meeting of shareholders are those stated in the notice of the special meeting. Accordingly, with respect to the Funds that are series of iShares, Inc., other than procedural matters relating to Proposal 1 and Proposal 2 at Meeting #1 and Proposal 1 at Meeting #2, no other business may properly come before either Meeting. If any such procedural matter requiring a vote of shareholders should arise, or any question as to an adjournment of a Meeting is submitted to shareholders, the persons named as proxies will vote on such procedural matters in accordance with their judgment acting in the best interests of the Fund.

With respect to Funds that are series of iShares Trust, if other matters are presented for a vote at a Meeting or any adjournments thereof, the proxy holders will vote the shares represented by properly executed proxies according to their judgment on those matters, acting in the best interests of the Fund.

Distributor.SEI Investments Distribution Co., each Fund’s principal underwriter, is located at One Freedom Valley Drive, Oaks, PA 19456.

Administrator. State Street Bank and Trust Company is the administrator, custodian and transfer agent for the Funds. State Street’s principal address is One Lincoln Street, Boston, MA 02111.

Delivery of Proxy Materials. A single Joint Proxy Statement and Notices of Special Meetings of Shareholders will be delivered to two or more shareholders who share an address, unless the Funds have received contrary instructions from one or more shareholders. The Funds will furnish, without charge, upon request, a separate copy of the Joint Proxy Statement and Notices of Special Meetings of Shareholders to any shareholder at a shared address to which a single copy was delivered. Further, shareholders who share an address and are receiving multiple copies of the Joint Proxy Statement and Notices of Special Meetings of Shareholders may contact the Fundstheir broker-dealer in order to receive a single copy of any future proxy statement or notice. Such requests should be directed to the attention of the Funds’ Secretary at: 400 Howard Street, San Francisco, California 94105, Attention: Eilleen M. Clavere, or call [NUMBER].

Shareholder Proposals. The Funds are not required to hold annual meetings of shareholders and do not currently intend to hold an annual meeting of shareholders in 2009. The DirectorsDirectors/Trustees will call a special meeting of shareholders of a Fund only if required under the 1940 Act or in their discretion or upon the written request of shareholders entitled to cast not less than one-third of all votes of that Fund entitled to be cast at such meeting.

Any Fund shareholder who wishes to submit proposals to be considered at a special meeting of the Fund’s shareholders should send such proposals to the Company Secretary at: 400 Howard Street, San Francisco, California 94105, Attention: Eilleen M. Clavere, referencing the name of the particular Fund. Any shareholder proposal intended to be presented at any future meeting of Fund shareholders must be received by the Fund at its principal office a reasonable time before the solicitation of proxies for such meeting in order for such proposal to be considered for inclusion in the proxy statement relating to such meeting. Moreover, inclusion of any such proposals is subject to limitations under the federal securities laws. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretion with respect to proposals submitted on an untimely basis.

Communications with the Board. Shareholders of a Fund who wish to send communications to the Board or a specified DirectorDirector/Trustee should submit the communication in writing to the attention of the Company Secretary at: 400 Howard Street, San Francisco, California 94105, Attention: Eilleen M. Clavere, identifying the correspondence as intended for the Board or a specified Director.Director/Trustee.

Please vote promptly by signing and dating each enclosed proxy card, and if received by mail, returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to provide voting instructions by telephone or over the Internet.

By Order of the Boards of Directors/Trustees,

Eilleen M. Clavere

Secretary

iShares, Inc.

iShares Trust

Dated: September [4],4, 2009

Defined terms used in these Appendices and not otherwise defined shall have the same meanings attributed thereto in the Joint Proxy Statement to which these Appendices are attached.

Appendix A

Information Pertaining to each Fund

The following table shows (i) shares outstanding of each Fund as of the Record Date; and (ii) the net assets of each Fund as of the Record Date.

Fund		Shares Outstanding		Net Assets
iShares Barclays 7-10 Year Treasury Bond Fund
iShares Barclays Agency Bond Fund
iShares Barclays Aggregate Bond Fund
iShares Barclays Credit Bond Fund
iShares Barclays Government/Credit Bond Fund
iShares Barclays Intermediate Credit Bond Fund
iShares Barclays Intermediate Government/Credit Bond Fund
iShares Barclays MBS Bond Fund
iShares Barclays Short Treasury Bond Fund
iShares Barclays TIPS Bond Fund
iShares S&P California AMT-Free Municipal Bond Fund
iShares S&P National AMT-Free Municipal Bond Fund
iShares S&P New York AMT-Free Municipal Bond Fund
iShares S&P Short Term National AMT-Free Municipal Bond Fund
iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund
iShares S&P/Citigroup International Treasury Bond Fund
iShares Nasdaq Biotechnology 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 Asia 50 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

Fund		Shares Outstanding		Net Assets
iShares Barclays 7-10 Year Treasury Bond Fund		27,900,000		$	2,543,903,334.90
iShares Barclays Agency Bond Fund		2,000,000		$	214,979,176.00
iShares Barclays Aggregate Bond Fund		98,700,000		$	10,168,469,885.70
iShares Barclays Credit Bond Fund		3,800,000		$	377,667,799.40
iShares Barclays Government/Credit Bond Fund		1,200,000		$	125,562,396.00
iShares Barclays Intermediate Credit Bond Fund		15,800,000		$	1,588,340,282.80
iShares Barclays Intermediate Government/Credit Bond Fund		3,400,000		$	356,273,447.20
iShares Barclays MBS Bond Fund		15,500,000		$	1,641,247,694.00
iShares Barclays Short Treasury Bond Fund		16,300,000		$	1,796,021,384.30
iShares Barclays TIPS Bond Fund		150,200,000		$	15,271,005,077.80
iShares S&P California AMT-Free Municipal Bond Fund		1,500,000		$	155,796,409.50
iShares S&P National AMT-Free Municipal Bond Fund		13,600,000		$	1,381,006,750.40
iShares S&P New York AMT-Free Municipal Bond Fund		550,000		$	56,184,171.45
iShares S&P Short Term National AMT-Free Municipal Bond Fund		1,500,000		$	156,120,178.50
iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund		500,000		$	51,786,341.00
iShares S&P/Citigroup International Treasury Bond Fund		400,000		$	41,305,655.20
iShares Nasdaq Biotechnology Index Fund		19,550,000		$	1,542,073,169.65
iShares Russell 1000 Growth Index Fund		228,750,000		$	10,283,474,321.25
iShares Russell 1000 Index Fund		85,150,000		$	4,812,420,506.40
iShares Russell 1000 Value Index Fund		150,000,000		$	8,111,043,000.00
iShares Russell 2000 Growth Index Fund		49,600,000		$	3,115,389,094.40
iShares Russell 2000 Index Fund		205,250,000		$	11,980,996,880.25
iShares Russell 2000 Value Index Fund		67,850,000		$	3,743,510,983.30
iShares Russell 3000 Growth Index Fund		9,100,000		$	332,756,196.50
iShares Russell 3000 Index Fund		49,000,000		$	2,951,758,775.00
iShares Russell 3000 Value Index Fund		5,750,000		$	406,752,481.50
iShares Russell Microcap Index Fund		8,700,000		$	331,649,072.10
iShares Russell Midcap Growth Index Fund		59,600,000		$	2,424,046,372.40
iShares Russell Midcap Index Fund		56,950,000		$	4,260,632,697.60
iShares Russell Midcap Value Index Fund		78,300,000		$	2,650,103,041.50
iShares S&P 100 Index Fund		48,650,000		$	2,335,739,333.90
iShares S&P 1500 Index Fund		6,050,000		$	280,409,804.40
iShares S&P 500 Growth Index Fund		104,500,000		$	5,482,666,590.50
iShares S&P 500 Index Fund		192,750,000		$	19,943,956,029.75
iShares S&P 500 Value Index Fund		67,750,000		$	3,402,244,364.75
iShares S&P Asia 50 Index Fund		2,800,000		$	100,583,436.80
iShares S&P Europe 350 Index Fund		44,300,000		$	1,635,599,679.80
iShares S&P Global 100 Index Fund		11,750,000		$	662,889,786.00
iShares S&P Global Clean Energy Index Fund		3,800,000		$	82,427,418.80
iShares S&P Global Consumer Discretionary Sector Index Fund		1,900,000		$	76,537,739.90
iShares S&P Global Consumer Staples Sector Index Fund		4,900,000		$	251,410,439.70
iShares S&P Global Energy Sector Index Fund		26,550,000		$	874,899,229.50
iShares S&P Global Financials Sector Index Fund		6,600,000		$	301,081,789.80
iShares S&P Global Healthcare Sector Index Fund		9,400,000		$	447,940,033.00
iShares S&P Global Industrials Sector Index Fund		2,350,000		$	97,121,956.20
iShares S&P Global Infrastructure Index Fund		11,500,000		$	369,488,307.00
iShares S&P Global Materials Sector Index Fund		12,350,000		$	662,943,973.90
iShares S&P Global Nuclear Energy Index Fund		360,000		$	15,103,175.76
iShares S&P Global Technology Sector Index Fund		7,150,000		$	356,545,689.50
iShares S&P Global Telecommunications Sector Index Fund		4,350,000		$	227,282,949.90
iShares S&P Global Timber & Forestry Index Fund		960,000		$	33,537,293.76

Fund		Shares Outstanding		Net Assets
iShares S&P Global Utilities Sector Index 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 SmallCap 600 Growth Index Fund
iShares S&P SmallCap 600 Index Fund
iShares S&P SmallCap 600 Value Index Fund
iShares S&P U.S. Preferred Stock Index Fund
iShares S&P Developed ex-U.S. Property Index Fund
iShares S&P/TOPIX 150 Index Fund
iShares Cohen & Steers Realty Majors Index Fund
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. 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. Utilities Sector Index Fund
iShares FTSE EPRA/NAREIT Developed Asia Index Fund
iShares FTSE EPRA/NAREIT Developed Europe Index Fund
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund
iShares FTSE EPRA/NAREIT North America Index Fund
iShares FTSE NAREIT Industrial/Office Capped Index Fund
iShares FTSE NAREIT Mortgage Plus Capped Index Fund
iShares FTSE NAREIT Real Estate 50 Index Fund
iShares FTSE NAREIT Residential Plus Capped Index Fund
iShares FTSE NAREIT Retail Capped Index Fund
iShares KLD 400 Social Index Fund
iShares KLD Select SocialSM Index Fund
iShares Morningstar Large Core Index Fund
iShares Morningstar Large Growth Index Fund

Fund		Shares Outstanding		Net Assets
iShares S&P Global Utilities Sector Index Fund		3,000,000		$	137,065,962.00
iShares S&P Latin America 40 Index Fund		57,750,000		$	2,306,652,174.75
iShares S&P MidCap 400 Growth Index Fund		26,150,000		$	1,840,616,467.45
iShares S&P MidCap 400 Index Fund		82,050,000		$	5,416,143,556.05
iShares S&P MidCap 400 Value Index Fund		26,800,000		$	1,621,845,737.60
iShares S&P SmallCap 600 Growth Index Fund		27,200,000		$	1,422,540,660.80
iShares S&P SmallCap 600 Index Fund		90,350,000		$	4,608,622,131.10
iShares S&P SmallCap 600 Value Index Fund		27,000,000		$	1,491,438,798.00
iShares S&P U.S. Preferred Stock Index Fund		73,100,000		$	2,580,339,940.80
iShares S&P Developed ex-U.S. Property Index Fund		2,800,000		$	83,792,738.40
iShares S&P/TOPIX 150 Index Fund		2,700,000		$	117,249,055.20
iShares Cohen & Steers Realty Majors Index Fund		32,500,000		$	1,470,624,545.00
iShares Dow Jones EPAC Select Dividend Index Fund		2,800,000		$	80,923,035.20
iShares Dow Jones Select Dividend Index Fund		82,550,000		$	3,350,892,383.80
iShares Dow Jones Transportation Average Index Fund		5,550,000		$	376,216,889.85
iShares Dow Jones U.S. Aerospace & Defense Index Fund		2,850,000		$	127,374,437.25
iShares Dow Jones U.S. Basic Materials Sector Index Fund		10,850,000		$	556,841,942.30
iShares Dow Jones U.S. Broker-Dealers Index Fund		6,300,000		$	171,837,653.40
iShares Dow Jones U.S. Consumer Goods Sector Index Fund		6,250,000		$	318,916,518.75
iShares Dow Jones U.S. Consumer Services Sector Index Fund		3,300,000		$	165,628,881.00
iShares Dow Jones U.S. Energy Sector Index Fund		21,200,000		$	653,984,892.80
iShares Dow Jones U.S. Financial Sector Index Fund		9,900,000		$	509,723,527.50
iShares Dow Jones U.S. Financial Services Index Fund		6,550,000		$	358,082,886.65
iShares Dow Jones U.S. Healthcare Providers Index Fund		3,100,000		$	135,427,257.20
iShares Dow Jones U.S. Healthcare Sector Index Fund		12,250,000		$	723,014,342.75
iShares Dow Jones U.S. Home Construction Index Fund		23,400,000		$	310,455,405.00
iShares Dow Jones U.S. Index Fund		11,000,000		$	561,347,985.00
iShares Dow Jones U.S. Industrial Sector Index Fund		5,050,000		$	243,811,374.00
iShares Dow Jones U.S. Insurance Index Fund		1,450,000		$	38,422,912.00
iShares Dow Jones U.S. Medical Devices Index Fund		5,400,000		$	264,017,199.60
iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund		7,050,000		$	329,789,278.05
iShares Dow Jones U.S. Oil Equipment & Services Index Fund		8,250,000		$	310,662,833.25
iShares Dow Jones U.S. Pharmaceuticals Index Fund		1,950,000		$	98,337,493.80
iShares Dow Jones U.S. Real Estate Index Fund		56,250,000		$	2,268,085,218.75
iShares Dow Jones U.S. Regional Banks Index Fund		5,800,000		$	118,985,468.80
iShares Dow Jones U.S. Technology Sector Index Fund		22,950,000		$	1,139,876,652.60
iShares Dow Jones U.S. Telecommunications Sector Index Fund		27,450,000		$	492,804,799.20
iShares Dow Jones U.S. Utilities Sector Index Fund		6,550,000		$	467,941,170.00
iShares FTSE EPRA/NAREIT Developed Asia Index Fund		600,000		$	16,967,820.60
iShares FTSE EPRA/NAREIT Developed Europe Index Fund		300,000		$	8,602,843.20
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund		9,800,000		$	280,047,299.00
iShares FTSE EPRA/NAREIT North America Index Fund		150,000		$	4,247,494.20
iShares FTSE NAREIT Industrial/Office Capped Index Fund		250,000		$	5,291,693.50
iShares FTSE NAREIT Mortgage Plus Capped Index Fund		2,900,000		$	43,316,850.50
iShares FTSE NAREIT Real Estate 50 Index Fund		900,000		$	21,733,997.40
iShares FTSE NAREIT Residential Plus Capped Index Fund		1,050,000		$	28,147,506.45
iShares FTSE NAREIT Retail Capped Index Fund		150,000		$	2,875,561.65
iShares KLD 400 Social Index Fund		2,100,000		$	81,638,390.40

Fund		Shares Outstanding		Net Assets
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 FTSE China (HK Listed) Index Fund
iShares FTSE Developed Small Cap ex-North America Index Fund
iShares FTSE/Xinhua China 25 Index Fund
iShares MSCI ACWI ex US Index Fund
iShares MSCI ACWI 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 NYSE 100 Index Fund
iShares NYSE Composite Index Fund
iShares S&P North American Natural Resources Sector Index Fund
iShares S&P North American Technology 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 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 Conservative Allocation Fund
iShares S&P Moderate Allocation Fund
iShares S&P Growth Allocation Fund
iShares S&P Aggressive Allocation Fund
iShares MSCI All Country Asia ex Japan Index Fund
iShares MSCI All Peru Capped Index Fund
iShares S&P Emerging Markets Infrastructure Index Fund

Fund		Shares Outstanding		Net Assets
iShares KLD Select Social Index Fund		2,500,000		$	111,908,612.50
iShares Morningstar Large Core Index Fund		4,300,000		$	255,006,223.90
iShares Morningstar Large Growth Index Fund		7,450,000		$	384,531,265.75
iShares Morningstar Large Value Index Fund		3,900,000		$	203,480,335.50
iShares Morningstar Mid Core Index Fund		1,650,000		$	101,827,421.85
iShares Morningstar Mid Growth Index Fund		2,300,000		$	153,431,801.70
iShares Morningstar Mid Value Index Fund		1,650,000		$	98,455,100.70
iShares Morningstar Small Core Index Fund		1,800,000		$	116,118,185.40
iShares Morningstar Small Growth Index Fund		1,400,000		$	83,938,330.00
iShares Morningstar Small Value Index Fund		1,750,000		$	106,312,111.50
iShares FTSE China (HK Listed) Index Fund		1,000,000		$	45,839,841.00
iShares FTSE Developed Small Cap ex-North America Index Fund		800,000		$	25,127,976.00
iShares FTSE/Xinhua China 25 Index Fund		233,400,000		$	9,475,568,998.80
iShares MSCI ACWI ex US Index Fund		8,000,000		$	305,383,464.00
iShares MSCI ACWI Index Fund		14,300,000		$	560,141,825.10
iShares MSCI EAFE Growth Index Fund		24,800,000		$	1,276,985,802.40
iShares MSCI EAFE Index Fund		634,200,000		$	33,461,070,594.00
iShares MSCI EAFE Small Cap Index Fund		12,600,000		$	433,992,787.20
iShares MSCI EAFE Value Index Fund		26,800,000		$	1,326,801,321.60
iShares MSCI Kokusai Index Fund		2,800,000		$	94,463,759.60
iShares NYSE 100 Index Fund		1,300,000		$	67,238,238.60
iShares NYSE Composite Index Fund		1,650,000		$	101,607,120.45
iShares S&P North American Natural Resources Sector Index Fund		48,550,000		$	1,481,700,945.60
iShares S&P North American Technology Sector Index Fund		7,450,000		$	351,412,082.15
iShares S&P North American Technology-Multimedia Networking Index Fund		7,100,000		$	177,362,764.10
iShares S&P North American Technology-Semiconductors Index Fund		5,300,000		$	226,065,781.30
iShares S&P North American Technology-Software Index Fund		6,850,000		$	286,595,677.25
iShares S&P Target Date Retirement Income Index Fund		100,000		$	2,715,196.30
iShares S&P Target Date 2010 Index Fund		100,000		$	2,783,222.80
iShares S&P Target Date 2015 Index Fund		100,000		$	2,802,199.10
iShares S&P Target Date 2020 Index Fund		100,000		$	2,814,135.80
iShares S&P Target Date 2025 Index Fund		150,000		$	4,233,026.85
iShares S&P Target Date 2030 Index Fund		150,000		$	4,230,574.05
iShares S&P Target Date 2035 Index Fund		100,000		$	2,819,958.70
iShares S&P Target Date 2040 Index Fund		100,000		$	2,817,701.30
iShares S&P Conservative Allocation Fund		500,000		$	13,353,612.00
iShares S&P Moderate Allocation Fund		750,000		$	20,416,934.25
iShares S&P Growth Allocation Fund		1,050,000		$	29,016,364.65
iShares S&P Aggressive Allocation Fund		750,000		$	21,034,704.00
iShares MSCI All Country Asia ex Japan Index Fund		22,200,000		$	1,095,658,311.60
iShares MSCI All Peru Capped Index Fund		2,500,000		$	71,666,715.00
iShares S&P Emerging Markets Infrastructure Index Fund		300,000		$	8,176,729.50

Appendix B

Dates of Current Advisory Agreements

The following table shows the date of (i) each Fund’s Current Advisory Agreement; and (ii) the last submission of the Current Advisory Agreement to a vote of the shareholders of the Fund. The Current Advisory Agreement for each Fund was last approved by the Board on June 17, 2009.^†2009, with the exception that the Board last approved the Current Advisory Agreements for iShares S&P Emerging Markets Infrastructure Index Fund and the iShares All Peru Capped Index Fund on March 5, 2008 and September 24, 2008, respectively (each, for an initial two-year term).

Fund		Date of Current Advisory Agreement		Date of last submission of Current Advisory Agreement to vote of shareholders of the Fund*
iShares Barclays 3-7 Year Treasury Bond Fund		9/13/2006		1/5/2007
iShares Barclays 7-10 Year Treasury Bond Fund		8/15/2001		7/22/2002
iShares Barclays Agency Bond Fund		9/24/2008		11/5/2008
iShares Barclays Aggregate Bond Fund		12/13/2002		9/23/2003
iShares Barclays Credit Bond Fund		9/13/2006		1/5/2007
iShares Barclays Government/Credit Bond Fund		9/13/2006		1/5/2007
iShares Barclays Intermediate Credit Bond Fund		9/13/2006		1/5/2007
iShares Barclays Intermediate Government/Credit Bond Fund		9/13/2006		1/5/2007
iShares Barclays MBS Bond Fund		9/13/2006		3/13/2007
iShares Barclays Short Treasury Bond Fund		9/13/2006		1/15/2007
iShares Barclays TIPS Bond Fund		12/13/2002		12/4/2003
iShares S&P California AMT-Free Municipal Bond Fund		9/18/2007		10/4/2007
iShares S&P National AMT-Free Municipal Bond Fund		6/14/2007		9/7/2007
iShares S&P New York AMT-Free Municipal Bond Fund		9/18/2007		10/4/2007
iShares S&P Short Term National AMT-Free Municipal Bond Fund		9/24/2008		11/5/2008
iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund		9/24/2008		1/21/2009
iShares S&P/Citigroup International Treasury Bond Fund		9/24/2008		1/21/2009
iShares Nasdaq Biotechnology Index Fund		11/15/2000		2/5/2001
iShares Russell 1000 Growth Index Fund		2/15/2000		5/22/2000
iShares Russell 1000 Index Fund		2/15/2000		5/15/2000
iShares Russell 1000 Value Index Fund		2/15/2000		5/22/2000
iShares Russell 2000 Growth Index Fund		2/15/2000		7/24/2000
iShares Russell 2000 Index Fund		2/15/2000		5/22/2000
iShares Russell 2000 Value Index Fund		2/15/2000		7/24/2000
iShares Russell 3000 Growth Index Fund		2/15/2000		7/24/2000
iShares Russell 3000 Index Fund		2/15/2000		5/22/2000
iShares Russell 3000 Value Index Fund		2/15/2000		7/24/2000
iShares Russell Microcap™ Index Fund		6/14/2005		8/12/2005
iShares Russell Midcap Growth Index Fund		7/12/2001		7/17/2001
iShares Russell Midcap Index Fund		7/12/2001		7/17/2001
iShares Russell Midcap Value Index Fund		7/12/2001		7/17/2001
iShares S&P 100 Index Fund		2/15/2000		10/23/2000
iShares S&P 1500 Index Fund		12/5/2003		1/20/2004
iShares S&P 500 Growth Index Fund		2/15/2000		5/22/2000
iShares S&P 500 Index Fund		2/15/2000		5/15/2000
iShares S&P 500 Value Index Fund		2/15/2000		5/22/2000
iShares S&P Asia 50 Index Fund		12/8/2006		11/13/2007
iShares S&P Europe 350 Index Fund		2/15/2000		7/25/2000
iShares S&P Global 100 Index Fund		7/21/2000		12/5/2000
iShares S&P Global Clean Energy Index Fund		3/5/2008		6/24/2008
iShares S&P Global Consumer Discretionary Sector Index Fund		3/9/2006		9/12/2006
iShares S&P Global Consumer Staples Sector Index Fund		3/9/2006		9/12/2006
iShares S&P Global Energy Sector Index Fund		5/16/2001		11/12/2001
iShares S&P Global Financials Sector Index Fund		5/16/2001		11/12/2001
iShares S&P Global Healthcare Sector Index Fund		5/16/2001		11/13/2001

Fund		Date of Current Advisory Agreement		Date of last submission of Current Advisory Agreement to vote of shareholders of the Fund*
iShares S&P Global Industrials Sector Index Fund		3/9/2006		9/12/2006
iShares S&P Global Infrastructure Index Fund		5/16/2001		12/10/2007
iShares S&P Global Materials Sector Index Fund		3/9/2006		9/12/2006
iShares S&P Global Nuclear Energy Index Fund		3/5/2008		6/24/2008
iShares S&P Global Technology Sector Index Fund		5/16/2001		11/12/2001
iShares S&P Global Telecommunications Sector Index Fund		5/16/2001		11/12/2001
iShares S&P Global Timber & Forestry Index Fund		3/5/2008		6/24/2008
iShares S&P Global Utilities Sector Index Fund		3/9/2006		9/12/2006
iShares S&P Latin America 40 Index Fund		5/16/2001		10/25/2001
iShares S&P MidCap 400 Growth Index Fund		2/15/2000		7/24/2000
iShares S&P MidCap 400 Index Fund		2/15/2000		5/22/2000
iShares S&P MidCap 400 Value Index Fund		2/15/2000		7/24/2000
iShares S&P SmallCap 600 Growth Index Fund		2/15/2000		7/24/2000
iShares S&P SmallCap 600 Index Fund		2/15/2000		5/22/2000
iShares S&P SmallCap 600 Value Index Fund		2/15/2000		7/24/2000
iShares S&P U.S. Preferred Stock Index Fund		9/13/2006		3/26/2007
iShares S&P Developed ex-U.S. Property Index Fund		12/8/2006		7/30/2007
iShares S&P/TOPIX 150 Index Fund		5/16/2001		10/23/2001
iShares Cohen & Steers Realty Majors Index Fund		11/15/2000		1/29/2001
iShares Dow Jones EPAC Select Dividend Index Fund		12/8/2006		6/11/2007
iShares Dow Jones Select Dividend Index Fund		9/12/2003		11/3/2003
iShares Dow Jones Transportation Average Index Fund		9/12/2003		10/6/2003
iShares Dow Jones U.S. Aerospace & Defense Index Fund		3/9/2006		5/1/2006
iShares Dow Jones U.S. Basic Materials Sector Index Fund		2/15/2000		6/12/2000
iShares Dow Jones U.S. Broker-Dealers Index Fund		3/9/2006		5/1/2006
iShares Dow Jones U.S. Consumer Goods Sector Index Fund		2/15/2000		6/12/2000
iShares Dow Jones U.S. Consumer Services Sector Index Fund		2/15/2000		6/12/2000
iShares Dow Jones U.S. Energy Sector Index Fund		2/15/2000		6/12/2000
iShares Dow Jones U.S. Financial Sector Index Fund		2/15/2000		5/22/2000
iShares Dow Jones U.S. Financial Services Index Fund		2/15/2000		6/12/2000
iShares Dow Jones U.S. Healthcare Providers Index Fund		3/9/2006		5/1/2006
iShares Dow Jones U.S. Healthcare Sector Index Fund		2/15/2000		6/12/2000
iShares Dow Jones U.S. Home Construction Index Fund		3/9/2006		5/1/2006
iShares Dow Jones U.S. Index Fund		2/15/2000		6/12/2000
iShares Dow Jones U.S. Industrial Sector Index Fund		2/15/2000		6/12/2000
iShares Dow Jones U.S. Insurance Index Fund		3/9/2006		5/1/2006
iShares Dow Jones U.S. Medical Devices Index Fund		3/9/2006		5/1/2006
iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund		3/9/2006		5/1/2006
iShares Dow Jones U.S. Oil Equipment & Services Index Fund		3/9/2006		5/1/2006
iShares Dow Jones U.S. Pharmaceuticals Index Fund		3/9/2006		5/1/2006
iShares Dow Jones U.S. Real Estate Index Fund		2/15/2000		6/12/2000
iShares Dow Jones U.S. Regional Banks Index Fund		3/9/2006		5/1/2006
iShares Dow Jones U.S. Technology Sector Index Fund		2/15/2000		5/15/2000
iShares Dow Jones U.S. Telecommunications Sector Index Fund		2/15/2000		5/22/2000
iShares Dow Jones U.S. Utilities Sector Index Fund		2/15/2000		6/12/2000
iShares FTSE EPRA/NAREIT Developed Asia Index Fund		3/8/2007		11/12/2007

Fund		Date of Current Advisory Agreement		Date of last submission of Current Advisory Agreement to vote of shareholders of the Fund*
iShares FTSE EPRA/NAREIT Developed Europe Index Fund		3/8/2007		11/12/2007
iShares FTSE EPRA/NAREIT Developed Real Estate ex-U.S. Index Fund		12/8/2006		11/12/2007
iShares FTSE EPRA/NAREIT North America Index Fund		3/8/2007		11/12/2007
iShares FTSE NAREIT Industrial/Office Capped Index Fund		9/13/2006		5/1/2007
iShares FTSE NAREIT Mortgage Plus Capped Index Fund		9/13/2006		5/1/2007
iShares FTSE NAREIT Real Estate 50 Index Fund		9/13/2006		5/1/2007
iShares FTSE NAREIT Residential Plus Capped Index Fund		9/13/2006		5/1/2007
iShares FTSE NAREIT Retail Capped Index Fund		9/13/2006		5/1/2007
iShares KLD 400 Social Index Fund		9/13/2006		11/14/2006
iShares KLD Select SocialSM Index Fund		9/15/2004		1/24/2005
iShares Morningstar Large Core Index Fund		3/16/2004		6/28/2004
iShares Morningstar Large Growth Index Fund		3/16/2004		6/28/2004
iShares Morningstar Large Value Index Fund		3/16/2004		6/28/2004
iShares Morningstar Mid Core Index Fund		3/16/2004		6/28/2004
iShares Morningstar Mid Growth Index Fund		3/16/2004		6/28/2004
iShares Morningstar Mid Value Index Fund		3/16/2004		6/28/2004
iShares Morningstar Small Core Index Fund		3/16/2004		6/28/2004
iShares Morningstar Small Growth Index Fund		3/16/2004		6/28/2004
iShares Morningstar Small Value Index Fund		3/16/2004		6/28/2004
iShares FTSE China (HK Listed) Index Fund		3/5/2008		6/24/2008
iShares FTSE Developed Small Cap ex-North America Index Fund		12/8/2006		11/12/2007
iShares FTSE/Xinhua China 25 Index Fund		9/12/2003		10/5/2004
iShares MSCI ACWI ex US Index Fund		3/5/2008		3/26/2008
iShares MSCI ACWI Index Fund		3/5/2008		3/26/2008
iShares MSCI EAFE Growth Index Fund		6/14/2005		8/1/2005
iShares MSCI EAFE Index Fund		5/16/2001		8/14/2001
iShares MSCI EAFE Small Cap Index Fund		6/14/2007		12/10/2007
iShares MSCI EAFE Value Index Fund		6/14/2005		8/1/2005
iShares MSCI Kokusai Index Fund		9/18/2007		12/10/2007
iShares NYSE 100 Index Fund		12/5/2003		3/29/2004
iShares NYSE Composite Index Fund		12/5/2003		3/30/2004
iShares S&P North American Natural Resources Sector Index Fund		11/15/2000		10/22/2001
iShares S&P North American Technology Sector Index Fund		11/15/2000		3/13/2001
iShares S&P North American Technology-Multimedia Networking Index Fund		2/21/2001		7/10/2001
iShares S&P North American Technology-Semiconductors Index Fund		2/21/2001		7/10/2001
iShares S&P North American Technology-Software Index Fund		2/21/2001		7/10/2001
iShares S&P Target Date Retirement Income Index Fund		9/24/2008		11/4/2008
iShares S&P Target Date 2010 Index Fund		9/24/2008		11/4/2008
iShares S&P Target Date 2015 Index Fund		9/24/2008		11/4/2008
iShares S&P Target Date 2020 Index Fund		9/24/2008		11/4/2008
iShares S&P Target Date 2025 Index Fund		9/24/2008		11/4/2008
iShares S&P Target Date 2030 Index Fund		9/24/2008		11/4/2008
iShares S&P Target Date 2035 Index Fund		9/24/2008		11/4/2008

Fund		Date of Current Advisory Agreement		Date of last submission of Current Advisory Agreement to vote of shareholders of the Fund*
iShares S&P Target Date 2040 Index Fund		9/24/2008		11/4/2008
iShares S&P Conservative Allocation Fund		9/24/2008		11/4/2008
iShares S&P Moderate Allocation Fund		9/24/2008		11/4/2008
iShares S&P Growth Allocation Fund		9/24/2008		11/4/2008
iShares S&P Aggressive Allocation Fund		9/24/2008		11/4/2008
iShares MSCI All Country Asia ex Japan Index Fund		9/24/2008		8/13/2008
iShares MSCI All Peru Capped Index Fund		9/24/2008		6/19/2009
iShares S&P Emerging Markets Infrastructure Index Fund		3/5/2008		6/16/2009

Appendix C

Contractual Advisory Fee Rate Paid to the Adviser under the Current Advisory Agreements and Payable to the Adviser under the New Advisory Agreements

The following table shows each Fund’s contractual advisory fee rate payable to the Adviser under the Current Advisory Agreement and the contractual advisory fee rate that would be payable to the Adviser under the New Advisory Agreement. The advisory fee rate payable to the Adviser under each Current Advisory Agreement is identical to the fee rate payable to the Adviser under the corresponding New Advisory Agreement.

Funds of iShares, Inc.

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

Funds of iShares Trust

Fund		Advisory Fee
iShares NYSE 100 Index Fund		0.20	%
iShares NYSE Composite Index Fund		0.25	%
iShares Russell 1000 Growth Index Fund		0.20	%
iShares Russell 1000 Index Fund		0.15	%
iShares Russell 1000 Value Index Fund		0.20	%
iShares Russell 2000 Growth Index Fund		0.25	%
iShares Russell 2000 Index Fund		0.20	%
iShares Russell 2000 Value Index Fund		0.25	%
iShares Russell 3000 Growth Index Fund		0.25	%
iShares Russell 3000 Index Fund		0.20	%
iShares Russell 3000 Value Index Fund		0.25	%
iShares Russell Microcap™ Index Fund		0.60	%
iShares Russell Midcap Growth Index Fund		0.25	%
iShares Russell Midcap Index Fund		0.20	%
iShares Russell Midcap Value Index Fund		0.25	%
iShares S&P 100 Index Fund		0.20	%
iShares S&P 1500 Index Fund		0.20	%
iShares S&P 500 Growth Index Fund		0.18	%
iShares S&P 500 Index Fund		0.0945	%
iShares S&P 500 Value Index Fund		0.18	%
iShares S&P Aggressive Allocation Fund		0.25	%
iShares S&P Asia 50 Index Fund		0.50	%
iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund		0.35	%
iShares S&P/Citigroup International Treasury Bond Fund		0.35	%
iShares S&P California AMT-Free Municipal Bond Fund		0.25	%
iShares S&P Conservative Allocation Fund		0.25	%
iShares S&P Emerging Market Infrastructure Index Fund		0.75	%
iShares S&P Europe 350 Index Fund		0.60	%
iShares S&P Global 100 Index Fund		0.40	%
iShares S&P Growth Allocation Fund		0.25	%
iShares S&P Latin America 40 Index Fund		0.50	%
iShares S&P MidCap 400 Growth Index Fund		0.25	%
iShares S&P MidCap 400 Index Fund		0.20	%
iShares S&P MidCap 400 Value Index Fund		0.25	%
iShares S&P Moderate Allocation Fund		0.25	%
iShares S&P National AMT-Free Municipal Bond Fund		0.25	%
iShares S&P New York AMT-Free Municipal Bond Fund		0.25	%
iShares S&P Short Term National AMT-Free Municipal Bond Fund		0.25	%
iShares S&P SmallCap 600 Growth Index Fund		0.25	%
iShares S&P SmallCap 600 Index Fund		0.20	%
iShares S&P SmallCap 600 Value Index Fund		0.25	%
iShares S&P Target Date Retirement Income Index Fund		0.25	%
iShares S&P Target Date 2010 Index Fund		0.25	%
iShares S&P Target Date 2015 Index Fund		0.25	%
iShares S&P Target Date 2020 Index Fund		0.25	%
iShares S&P Target Date 2025 Index Fund		0.25	%
iShares S&P Target Date 2030 Index Fund		0.25	%
iShares S&P Target Date 2035 Index Fund		0.25	%
iShares S&P Target Date 2040 Index Fund		0.25	%
iShares S&P/TOPIX 150 Index Fund		0.50	%
iShares S&P U.S. Preferred Stock Index Fund		0.48	%
iShares S&P Developed ex-U.S. Property Index Fund		0.48	%

Advisory Fee for iShares S&P Global and S&P U.S. Sector Funds:

0.48% per annum of the aggregate net assets less than or equal to $10.0 billion plus 0.43% per annum of the aggregate net assets in excess of $10.0 billion

iShares S&P Global and S&P U.S. Sector Funds:

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 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

Advisory Fee for iShares MSCI EAFE and MSCI ACWI Index Funds:

0.35% per annum of the aggregate net assets less than or equal to $30.0 billion plus 0.32% per annum of the aggregate net assets between $30.0 billion and $60.0 billion plus 0.28% per annum of the aggregate net assets in excess of $60.0 billion

iShares MSCI EAFE and MSCI ACWI Index Funds:

iShares MSCI ACWI Index Fund

iShares MSCI ACWI ex US Index Fund iShares MSCI EAFE Index Fund

Advisory Fee for iShares FTSE China Funds:

0.74% per annum of the aggregate net assets less than or equal to $6.0 billion plus 0.67% per annum of the aggregate net assets between $6.0 billion and $12.0 billion plus 0.60% per annum of the aggregate net assets in excess of $12.0 billion

iShares FTSE China Funds:

iShares FTSE/Xinhua China 25 Index Fund

iShares FTSE China (HK Listed) Index Fund

Advisory Fee for iShares Dow Jones Sector Funds:

0.48% per annum of the aggregate net assets less than or equal to $10.0 billion plus 0.43% per annum of the aggregate net assets between $10.0 billion and $20.0 billion plus 0.38% per annum of the aggregate net assets in excess of $20.0 billion

iShares Dow Jones Sector Funds:

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