EX-10.111



 Exhibit 10.111 
  

					
	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_00172354.0	  
  

 AMENDMENT 

Date of Amendment: June 1, 2015 
 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, NA) (“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: 

  

	 	•	 	MSCI Saudi Arabia IMI 25/50 Index 

 Or such other index 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 (which shall be a “Fund” as such term is defined in the Agreement): 


 

	 	•	 	iShares MSCI Saudi Arabia Capped ETF 

 Or such other names as agreed by Licensee and MSCI in
writing. 
 The Fund 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 Fund’s ***************************************, which fee shall be calculated and payable on a *********** *****. The *********** license fee shall be
calculated as a percentage of the Fund’s AUM during the applicable *********************************, as follows: 


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

*********** 
 For the avoidance of doubt, the
*********** license fees shall be calculated ***********. For example, ************************************************************************************************************
************************************************************************************************************ ********************************************************************************************. 

“Expense Ratio” shall mean the *********** obtained when dividing **************************************************
************************************************************. 
 Notwithstanding anything to the contrary contained herein, if the Fund does not have an
*********** or if a Fund’s ************** ******** or if a Fund has an ***********, the *********** licensee fee for such Fund shall ******************************************************************. 

 

	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 the Index set forth in Section 1 if within one (1) year of the date of this Amendment, Licensee does not list the Fund and/or the Fund is not based on the
Index. 


  
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 A.N.: 130339 

AMD_00172354.0 
  

	c.	If Licensee delists the Fund or changes the underlying MSCI index for the Fund, then Licensee’s right to use the Index with respect to the Fund shall automatically and immediately terminate. 


 

	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. 


 

	e.	On the date hereof this Amendment, this Amendment shall cancel and replace in its entirety that certain Amendment dated September 17, 2014 between MSCI and Licensee with MSCI internal reference AMD_00145052.0.


 ACKNOWLEDGED AND AGREED 
  

									
	LICENSEE: BlackRock Fund Advisors	 		 	MSCI Inc.
					
	By	 	/s/ Paul C. Lohrey	 		 	By	 	/s/ Alex Gil
	Name	 	Paul C. Lohrey	 		 	Name	 	Alex Gil
	Title	 	Managing Director	 		 	Title	 	Executive Director
					
	Date	 	July 28, 2015	 		 	Date	 	Aug 18, 2015


  
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