Amendment to the Schedules to the Index License Agreement for Funds, dated as of May 15, 2018, by and between MSCI Inc. and BlackRock Fund Advisors
Exhibit 10.173
AMD_00243265.0
THIS AMENDMENT (this “Amendment”) dated as of May 15, 2018 (the “Amendment Effective Date”) is made to the Schedules (as defined below) by and between MSCI Inc. (“MSCI”) and BlackRock Fund Advisors (“Licensee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in each applicable Schedule, as the case may be.
WHEREAS, MSCI and Licensee entered into (i) the Index License Agreement for Funds (internal MSCI reference number: IXF_00040) dated as of March 18, 2000 (the “Agreement”) and (ii) the Schedules or Amendments identified in Attachment 1 hereto (each, a “Schedule” and, collectively, the “Schedules”);
WHEREAS, pursuant to the Schedules, Licensee is authorized to use certain Indexes as the basis of certain Funds, which Indexes are identified as the “original Index” in Attachment 1 hereto; and
WHEREAS, on a date which is expected to occur on or about June 1, 2018 (the “Conversion Date”), Licensee and MSCI wish to replace the “original Index” set forth in Attachment 1 hereto with the “revised Index” as set forth in Attachment 1 hereto as the basis for certain Funds as detailed in the Schedules.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, each of MSCI and Licensee hereby agree to amend the Schedules as follows:
| 1. | Commencing on the Conversion Date, each of the Schedules is hereby amended so that the “original Index” set forth in Attachment 1 hereto shall be deleted and replaced with the “revised Index” set forth in Attachment 1 hereto. Licensee shall provide MSCI with prompt written notice of the date on which the Conversion Date occurs. |
| 2. | This Amendment amends and operates in conjunction with each applicable Schedule. This Amendment, each applicable Schedule and the Agreement constitute the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof and supersede in full all prior proposals and understandings, oral or written, relating to such subject matter. To the extent that the terms of this Amendment conflict with the terms of any applicable Schedule or the Agreement, the terms of this Amendment shall control. |
| 3. | 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. |
| 4. | This Amendment may be executed in counterparts, which taken together, shall constitute one Amendment and each party hereto may execute this Amendment by signing such counterpart; provided that no party shall be bound hereby until the Amendment has been executed and delivered by all parties hereto. A facsimile or PDF signature of either party to this Amendment shall be deemed an original signature of such party and shall manifest such party’s intention to be bound by this Amendment. |
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the Amendment Effective Date set forth above.
| MSCI Inc. |
| BlackRock Fund Advisors |
| By /s/ Alex Gil |
| By /s/ Ruth Weiss |
| Name Alex Gil |
| Name Ruth Weiss |
| Title Executive Director |
| Title Managing Director |
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AMD_00243265.0
Attachment 1
| Ticker | Schedule | original Index | revised Index | |
| internal MSCI ref. # | Date of Schedule | |||
| SUSA | SCA_11043 | September 1, 2010 | MSCI USA ESG Select Index | MSCI USA Extended ESG Select Index
|
| ESGU | AMD_00208225.0 | June 15, 2016 | MSCI USA ESG Focus Index | MSCI USA Extended ESG Focus Index
|
| ESGD | AMD_00209563.0 (previous AMD_00200775.0) | July 21, 2016 | MSCI EAFE ESG Focus Index | MSCI EAFE Extended ESG Focus Index |
| ESGE | AMD_00209563.0 | July 21, 2016 | MSCI EM ESG Focus Index | MSCI Emerging Markets Extended ESG Focus Index |
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