EX-10.69



 Exhibit 10.69 
 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_00079657.0 

AMENDMENT 
 Date of
Amendment: August 17, 2012 
 AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated
as of March 18, 2000, by and between MSCI Inc. (f/k/a Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.)
(“Licensee”), as previously amended. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed in the Agreement. 
  

	 	1.	Exhibit A of the Agreement is hereby amended to add the following Indexes: 


 

	 	•	 	 *********** 


  

	 	•	 	 *********** 


  

	 	•	 	 *********** 


  

	 	•	 	 *********** 


 The above Indexes shall be collectively referred to hereunder as the “***********.” 
  

	 	2.	For the avoidance of doubt, the terms contained in Exhibit B of the Agreement shall apply to all Funds based on the ***********; provided that in addition to listing
and trading the Funds on *********** domiciled exchange, Funds based on the *********** also may be listed and traded on stock or security exchanges domiciled in: 


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

*********** 
 License Fees set forth in the Agreement, as amended, shall apply with respect to all Funds based on the ***********. All listed Funds must be issued, sold and traded on a public basis in accordance with
the applicable securities law. All other terms and restrictions contained in Exhibit B shall apply. 
  

	 	3.	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. 


 

	 	4.	MSCI may terminate this Amendment with respect to the Index in the event that Licensee does not list a Fund based on the Index on an exchange within 1 year of the
date of this Amendment. 

  

	 	5.	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/ Timothy M. Meyer
	 		 	By	 	 /s/ David Kinzelberg

					
	Name	 	 Timothy M. Meyer
	 		 	Name	 	 David Kinzelberg

		 	      (printed)	 		 		 	      (printed)
					
	Title	 	 Managing Director
	 		 	Title	 	 Executive Director


  

									
				
	LICENSEE: BlackRock Institutional Trust Company, N.A.	 		 		 	
					
	By	 	 /s/ Jenni A. Lee
	 		 		 	
					
	Name	 	 Jenni A. Lee
	 		 		 	
		 	      (printed)	 		 		 	








 Exhibit 10.69 
 A.N.: 130339 
 AMD_00079657.0 

 

									
					
	Title	 	 Director