EX-10.120



 Exhibit 10.120 

 

			
	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_00178932.0


 BlackRock Fund Advisors 

Attention: Jenni Lee 
 400 Howard Street 

San Francisco, California 94105 
 August 3,
2015 
 Dear Jenni: 
 Reference is hereby made to the Amendment
(MSCI reference: AMD_00135107.0) dated August 15, 2014 (the “Amendment”) to the Index License Agreement for Funds (MSCI reference number IXF_00040) dated March 18, 2000 (the “Agreement”) 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”). All capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Amendment or the Agreement, as the case may be. 
 MSCI and Licensee
hereby agree as follows: 
  

	1.	Effective commencing on August 3, 2015, the definition of “Expanded AUM” set forth in the Amendment shall be deleted and replaced with the following: 


“Expanded AUM” means, for any applicable period, the amount (if any) by which
************************************************************************************. 
  

	2.	Effective commencing on August 3, 2015, the following two definitions shall be added to Section 3 of the Amendment: 


“Qualified AUM” means, for any applicable period, an amount equal to ************************************************. 

“Reinvested AUM” means, for any applicable period, that *********** which is directly or indirectly
************************************************************************************************* 
 ************************************.

  

	3.	Effective commencing on August 3, 2015, the following paragraph shall be added to Section 3 of the Amendment: 


Within *********** days of the end of each *********** Licensee shall provide to MSCI a
****************************************************************************************************** 

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

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

***************************************************************************. 

This letter modifies and operates in conjunction with the Amendment. Together this letter, the Amendment 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 any terms of this
letter conflict with any terms of the Amendment or the Agreement, the terms of this letter shall control. This letter 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. 

  
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 A.N.: 130339 

AMD_00178932.0 
 Please indicate your agreement
with the foregoing by countersigning and returning a copy of this letter. 
 Very truly yours, 

MSCI Inc. 
  

			
	By:	 	/s/ Alex Gil
	Name:	 	Alex Gil
	Title:	 	Executive Director

 ACCEPTED AND AGREED: 
 BlackRock
Fund Advisors 
  

			
	By:	 	/s/ Manish Mehta
	Name:	 	Manish Mehta
	Title:	 	Managing Director


  
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