Amendment to the Index License Agreement for Funds, dated as of October 1, 2019, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)
Exhibit 10.212
***** INdicates Certain confidential portions of this Exhibit that have been omitted pursuant to Item 601(b) of Regulation S-K because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
A.N.: 130339
AMD_00264512.0
AMENDMENT
Date of Amendment: October 1, 2019
AMENDMENT (this “Amendment”) to the Index License Agreement for Funds (MSCI reference number IXF_00040) dated as of March 18, 2000 (as previously amended, the “Agreement”) is made by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors, a California corporation (as successor to Barclays Global Investors, N.A.) (“Licensee”). Capitalized terms used 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 Index: |
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| • | MSCI EM Extended ESG Leaders 5% Issuer Capped Index |
Or such other indexes as agreed by Licensee and MSCI in writing.
| 2. | Licensee may use the Index set forth in Section 1 above solely with respect to the following Licensee fund (a “Fund” as such term is defined in the Agreement): |
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| • | iShares ESG MSCI EM Leaders ETF |
or such other names as agreed by Licensee and MSCI in writing.
The Fund identified above shall be an exchange traded index fund listed on a national securities exchange located in the United States.
| 3. | Licensee shall pay MSCI a ********* license fee based on ********************************************** ********************************************************************************. The ******** license fee shall be calculated as ****************************************************************: |
| **************** | ********************* |
| **************** | ************************************** ************************************ |
| ************************ | ************************************** ************************************ |
| *********************** | ************************************* ************************************ |
| *********************** | ************************************* ************************************ |
| ************* | ************************************* ************************************ |
For the avoidance of doubt, the ********* license fees shall be ************************. For example, ******
*********************************************************************************************.
“Expense Ratio” shall mean the ratio (expressed as a percentage) obtained when dividing ********************* ******* by *********************************************.
Notwithstanding anything to the contrary contained herein, if during any relevant period the Fund **************** ************* or if the Fund’s **************************************************************** *************, the ****************** fee for the Fund shall *****************.
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| 4. | Special Conditions: |
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| 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. |
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| b. | MSCI may terminate this Amendment with respect to the Index set forth in Section 1 if, within one (1) year of the date of this Amendment, Licensee does not list the Fund based on the Index. |
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| c. | If Licensee delists the Fund identified above or changes the underlying Index for the Fund, Licensee’s right to use the Index set forth in Section 1 with respect to the Fund shall automatically and immediately terminate. |
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| 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 Fund Advisors |
| MSCI Inc. | ||
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| By | /s/ Ruth Weiss |
| By | /s/ Joke Jacinto |
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| Name | Ruth Weiss |
| Name | Joke Jacinto |
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| Title | Managing Director |
| Title | Executive Director |
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| Date | 10.11.19 |
| Date | Oct. 15, 2019 |
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