EX-10.112



 Exhibit 10.112 
  

					
	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_00173884.0	  
  

 AMENDMENT 

Date of Amendment: June 4, 2015 
 AMENDMENT to the Index
License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors, a
California corporation (formerly known as Barclays Global Investors, N.A.) (“Licensee”), as previously amended. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement or the
November 6 Amendment (defined below), as the case may be. 
 WHEREAS, MSCI previously granted Licensee the right to use the MSCI indexes
identified below as the basis for the Licensee funds identified below in the United States in accordance with the terms of the Amendment (MSCI reference # AMD_00083357.0) between the parties dated November 6, 2012 (the “November 6
Amendment”): 
  

	 	•	 	iShares Core MSCI Total International Stock ETF which seeks to track the investment results of the MSCI ACWI ex USA IMI Index 

  

	 	•	 	iShares Core MSCI EAFE ETF which seeks to track the investment results of the MSCI EAFE IMI Index 

  

	 	•	 	iShares Core MSCI Emerging Markets ETF which seeks to track the investment results of the MSCI Emerging Markets IMI Index 


(The term “Fund” as used herein shall have the meaning ascribed to it in the November 6 Amendment.) 

WHEREAS, the parties wish to further amend the Agreement to allow for the cross-listing of each Fund identified above, as set forth below. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

 

	1.	Effective as of March 12, 2013, Exhibit B of the Agreement is amended to allow each Fund identified above to be listed and traded on the Mexican Stock Exchange (Bolsa Mexicana de Valores) after such Fund is listed
on a United States exchange. Each Fund listed in Mexico must be issued, sold and traded on a public basis in accordance with applicable Mexican securities law. All other terms and restrictions contained in Exhibit B of the Agreement shall apply to
each Fund listed in Mexico. For the avoidance of doubt, the *********** attributable to the listing in Mexico shall be included in the total ***********, and the *********** set forth in the November 6 Amendment shall apply with respect to the
combined ************************************* *******. For clarity, there shall be ************************************* ************************************* ***************************************************. Notwithstanding anything to the
contrary, but in addition to any other information that Licensee may be required to report to MSCI, Licensee shall, upon MSCI’ s written request from time to time, provide a written report showing the *******************************************
(i) Mexican domiciled stock or security exchanges and (ii) United States domiciled stock or security exchanges. 

  

	2.	This Amendment is intended to amend and operate in conjunction with the Agreement and together this Amendment and the Agreement constitute the complete and exclusive statement of the agreement between the parties and
supersede in full all prior proposals and understandings, oral or written, relating to the subject matter hereof. To the extent that any terms of this Amendment conflict with any terms of the Agreement, the terms of 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. 

  

	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. 


 

			
	LICENSEE: BlackRock Fund Advisors	  	MSCI Inc.

  
  







 A.N.: 130339 

AMD_00173884.0 
  

									
	By	 	/s/ Manish Mehta	 		 	By	 	/s/ Alex Gil
	Name	 	Manish Mehta	 		 	Name	 	Alex Gil
	(printed)	 		 	(printed)
	Title	 	Managing Director	 		 	Title	 	Executive Director