AMENDMENT

EX-10.77 11 d640965dex1077.htm EX-10.77 EX-10.77

Exhibit 10.77

CONFIDENTIAL TREATMENT REQUESTED.  ***********  INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

A.N.:130339

AMD_00118162.0

AMENDMENT

Date of Amendment: December 16, 2013

AMENDMENT (this “Amendment”) to the Index License Agreement for Funds (MSCI reference number 1Xif’_00040) dated as of March 18, 2000 (as previously amended, the “Agreement”) by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.) (“Licensee”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement.

 

1. Exhibit A of the Agreement is hereby amended to add the following Indexes:

 

  •   ***********

 

  •   ***********

 

  •   ***********

Or such other names as agreed by Licensee and MSCI in writing.

 

2. Licensee may use the Indexes set forth in Section 1 above solely with respect to the following Funds (each, an “***********” and each *********** shall also be a “Fund” as such term is defined in the Agreement):

 

  •   ***********

 

  •   ***********

 

  •   ***********

Or such other names as agreed by Licensee and MSCI in writing.

The *********** shall be exchange traded index funds listed on a national securities exchange located in the United States.

 

3. Licensee shall pay MSCI a license fee per Fund based on each Fund’s ***********. The *********** license fee shall be calculated ***********, ***********:

 

***********
***********

“***********” shall mean the *********** obtained when dividing (i) ***********.

Notwithstanding anything to the contrary contained herein, if any Fund *********** or if a Fund’s *********** or if a Fund has *********** of ***********, the *********** licensee fee for such Fund shall equal ***********.

 

4. Special Conditions:

 

  a. To the extent that this Amendment conflicts with the Agreement, this Amendment shall control. No right or license of any kind is granted to Licensee except as expressly provided in the Agreement and this Amendment.

 

  b. MSCI may terminate this Amendment with respect to any one or more of the Indexes set forth in Section 1 if, within one (1) year of the date of this Amendment, Licensee does not list an *********** that is based on such Indexes.

 

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A.N.:130339

AMD_00118162.0

 

  c. If Licensee *********** any *********** or changes *********** for such ***********, Licensee’s right to use the relevant Index set forth in Section 1 with respect to such *********** shall ***********.

 

  d. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict or choice of laws principles.

ACKNOWLEDGED AND AGREED

 

LICENSEE: BlackRock Institutional Trust Company, N.A.     MSCI INC.
By  

/s/ Timothy Meyer

     By  

/s/ David Kinzelberg

Name   Timothy M. Meyer     Name   David Kinzelberg
Title   M. Director     Title   Executive Director
Date   12/10/13     Date   Jan 14, 2014
LICENSEE: BlackRock Institutional Trust Company, N.A.    
By  

/s/ Jenni Lee

      
Name   Jenni A. Lee      
Title   Director      
Date   12/10/13      

 

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