Amendment to the Index License Agreement for Funds, dated as of August 23, 2011



 Exhibit 10.64 
 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. 
 AMD_00389 
 Client Code/Reference No: WFNIA/CA 
 AMENDMENT 

Date of Amendment: August 23rd 2011 

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between
MSCI Inc. (“MSCI”), a Delaware corporation, and Blackrock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.) (“Licensee”). Capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed in the Agreement. 
  

	1.	Exhibit B is hereby amended to allow the Funds to be additionally listed and traded on the USA domiciled stock or securities exchanges (herein referred to as the
“USA Listed Funds”). All Listed Funds must be issued, sold and traded on a public basis in accordance with the applicable USA securities law. All other terms and restrictions contained in Exhibit B shall apply to the USA Listed Funds.
Notwithstanding anything to the contrary in Exhibit A, the USA Listed Funds may only be based on the following index: 

  

			
	 MSCI World Index
	 	MSCI EM Energy 25/50 Index
	 MSCI Emerging Markets Asia Index
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	 	MSCI All Country Asia information Technology Index
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	 	MSCI Emerging Markets Growth Index
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	 	MSCI Emerging Markets Value Index
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	 	MSCI Denmark IMI 25/50 Index
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	 	MSCI Finland IMI 25/50 Index
		 	 MSCI Norway IMI 25/50 Index

	 MSCI All Country Asia ex Japan Small Cap Index
	 	MSCI India Index
	 MSCI India Small Cap Index
	 	MSCI Vietnam IMI Index
	 ***********
	 	
	 MSCI Australia Small Cap index
	 	
	 MSCI Canada Small Cap Index
	 	
	 MSCI Germany Small Cap Index
	 	
	 MSCI Hong Kong Small Cap Index
	 	
	 ***********
	 	
	 MSCI Singapore Small Cap Index
	 	
	 MSCI Taiwan Small Cap Index
	 	
	 MSCI United Kingdom Small Cap Index
	 	

 For the avoidance of doubt, the license fees set forth in the Agreement as amended, shall apply with
respect to all USA Listed Funds. For clarity, there shall be no separate licensee fees for the USA Listed Funds but any additional assets from the USA Listed Funds shall be included in the average daily net assets of the applicable listed Funds for
purposed of calculating license fees. 
  

	2.	Exhibit B is hereby further amended to allow the Funds to be additionally listed and traded on the Mexican domiciled stock or securities exchanges (herein referred to
as the “Mexican Listed Funds”). All Listed Funds must be issued, sold and traded on a public basis in accordance with the applicable Mexican securities law. All other terms and restrictions contained in Exhibit B shall apply to the
Mexican Listed Funds. Notwithstanding anything to the contrary in Exhibit A, the Mexican Listed Funds may only be based on the following index: 









 AMD_00389 

 

  
  

			
	 MSCI World Index
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 For the avoidance of doubt, the license fees set forth in the Agreement as amended, shall apply with
respect to all Mexican Listed Funds. For clarity, there shall be no separate licensee fees for the Mexican Listed Funds but any additional assets from the Mexican Listed Funds shall be included in the average daily net assets of the applicable
listed Funds for purposed of calculating license fees. 
  

	3.	Exhibit B is hereby further amended to allow the Funds to be additionally listed and traded on the Chilean domiciled stock or securities exchanges (herein referred to
as the “Chilean Listed Funds”). All Listed Funds must be issued, sold and traded on a public basis in accordance with the applicable Chilean securities law. All other terms and restrictions contained in Exhibit B shall apply to the
Chilean Listed Funds. Notwithstanding anything to the contrary in Exhibit A, the Chilean Listed Funds may only be based on the following index: 

  

			
	 MSCI World Index
	 	***********
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 For the avoidance of doubt, the license fees set forth in the Agreement as amended, shall apply with
respect to all Chilean Listed Funds. For clarity, there shall be no separate licensee fees for the Chilean Listed Funds but any additional assets from the Chilean Listed Funds shall be included in the average daily net assets of the applicable
listed Funds for purposed of calculating license fees. 








 AMD_00389 

 


	4.	Exhibit B is hereby further amended to allow the Funds to be additionally listed and traded on the Peru domiciled stock or securities exchanges (herein referred to as
the “Peru Listed Funds”). All Listed Funds must be issued, sold and traded on a public basis in accordance with the applicable Peru securities law. All other terms and restrictions contained in Exhibit B shall apply to the Peru
Listed Funds. Notwithstanding anything to the contrary in Exhibit A, the Peru Listed Funds may only be based on the following Index: 

  

			
	 MSCI World Index
	 	***********
	 ***********
	 	***********
	 ***********
	 	***********
	 ***********
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	 ***********
	 	
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	 ***********
	 	

 For the avoidance of doubt, the license fees set forth in the Agreement as amended, shall apply with
respect to all Peru Listed Funds. For clarity, there shall be no separate licensee fees for the Peru Listed Funds but any additional assets from the Peru Listed Funds shall be included in the average daily net assets of the applicable listed Funds
for purposed of calculating license fees. 
  

	5.	Exhibit B is hereby further amended to allow the Funds to be additionally listed and traded on the Colombian domiciled stock or securities exchanges (herein referred to
as the “Colombian Listed Funds”). All Listed Funds must be issued, sold and traded on a public basis in accordance with the applicable Colombian securities law. All other terms and restrictions contained in Exhibit B shall apply to
the Colombian Listed Funds. Notwithstanding anything to the contrary in Exhibit A, the Colombian Listed Funds may only be based on the following Index: 

  

			
	 MSCI World Index
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 AMD_00389 

 


			
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 For the avoidance of doubt, the license fees set forth in the Agreement as amended, shall apply with
respect to all Colombian Listed Funds. For clarity, there shall be no separate licensee fees for the Colombian Listed Funds but any additional assets from the Colombian Listed Funds shall be included in the average daily net assets of the applicable
listed Funds for purposed of calculating license fees. 
  

	6.	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. 


 

	7.	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 Institutional Trust Company, N.A.	 		 	MSCI Inc.
					
	By	 	/s/ Jenni A. Lee        	 		 	By	 	/s/ Paul Friedman         
	 Name
	 	Jenni A. Lee	 		 	Name	 	Paul Friedman
		 	(printed)	 		 		 	(printed)
	 Title
	 	Director	 		 	 Title
	 	Executive Director
	 Date
	 	8/26/2011	 		 	Date	 	 

  

			
	LICENSEE: Blackrock Institutional Trust Company, N.A.
		
	By	 	/s/ Timothy M. Meyer        
	 Name
	 	Timothy M. Meyer
		 	(printed)
	 Title
	 	M. Director
	 Date
	 	8/30/2011