Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

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(a)(1) Financial Statements

The financial statements begin on page F-1 of this Annual Report on Form 10-K.

(a)(2) Financial Statement Schedules

No financial statement schedules are provided because the information called for is not applicable or not required or is included in the consolidated financial statements or the notes thereto beginning on page F-1 of this Annual Report on Form 10-K.

(a)(3) Exhibits

The information required by this Item is set forth below.

EXHIBIT INDEX

Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
3.1Third Amended and Restated Certificate of Incorporation10-Q001-338123.15/4/2012
3.2Amended and Restated By-laws10-Q001-338123.25/4/2012
4.1Form of Senior IndentureS-3333-2062324.18/7/2015
4.2Form of Subordinated IndentureS-3333-2062324.28/7/2015
4.3Form of Common Stock Certificate10-Q001-338124.15/4/2012
4.4Indenture, dated as of November 20, 2014, among MSCI Inc., each of the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee8-K001-338124.111/20/2014
4.5Form of Note for MSCI Inc. 5.250% Senior Notes due November 15, 2024 (included in Exhibit 4.4)8-K001-338124.211/20/2014
4.6Indenture, dated as of August 13, 2015, among MSCI Inc., each of the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee8-K001-338124.18/13/2015
4.7Form of Note for MSCI Inc. 5.750% Senior Notes due August 13, 2025 (included in Exhibit 4.6)8-K001-338124.28/13/2015
4.8Indenture, dated as of August 4, 2016, among MSCI Inc., each of the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee8-K001-338124.18/5/2016
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
4.9Form of Note for MSCI Inc. 4.750% Senior Notes due August 1, 2026 (included in Exhibit 4.8)8-K001-338124.28/5/2016
4.10Indenture, dated as of May 18, 2018, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee8-K001-338124.15/18/2018
4.11Form of Note for MSCI Inc. 5.375% Senior Notes due May 15, 2027 (included in Exhibit 4.10)8-K001-338124.25/18/2018
10.1†Index License Agreement for Funds, dated as of March 18, 2000, between Morgan Stanley Capital International and Barclays Global Investors, N.A.10-K001-3381210.12/27/2015
10.2†Amendment to Index License Agreement for Funds between Morgan Stanley Capital International and Barclays Global Investors, N.A.10-K001-3381210.22/29/2012
10.3†Letter Agreement to Amend MSCI-BGI Fund Index License Agreement, dated as of June 21, 2001, between Morgan Stanley Capital International Inc. and Barclays Global Investors, N.A.10-K001-3381210.31/31/2011
10.4†Addendum to the Index License Agreement for Funds, dated as of September 18, 2002, between Morgan Stanley Capital International Inc. and Barclays Global Investors, N.A.S-1/A333-14497510.49/26/2007
10.5†Amendment to the Index License Agreement for Funds, dated as of December 3, 2004, between Morgan Stanley Capital International Inc. and Barclays Global Investors, N.A.S-1/A333-14497510.510/26/2007
10.6†Amendment to the Index License Agreement for Funds, dated as of May 1, 2005, between Morgan Stanley Capital International Inc. and Barclays Global Investors, N.A.S-1/A333-14497510.69/26/2007
10.7†Amendment to the Index License Agreement for Funds, dated as of July 1, 2006, between Morgan Stanley Capital International Inc. and Barclays Global Investors, N.A.S-1/A333-14497510.710/26/2007
10.8Amendment to Index License Agreement for Funds, dated as of June 5, 2007, between Morgan Stanley Capital International Inc. and Barclays Global Investors, N.A.10-K001-3381210.81/31/2011
10.9Amendment to Index License Agreement for Funds, dated as of November 7, 2008, between MSCI Inc. and Barclays Global Investors, N.A.10-K001-3381210.92/29/2012
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.10†Amendment to Index License Agreement for Funds, dated as of December 9, 2008, between MSCI Inc. and Barclays Global Investors, N.A.10-Q001-3381210.27/2/2010
10.11Amendment to Index License Agreement for Funds, dated as of April 1, 2009, between MSCI Inc. and Barclays Global Investors, N.A.10-K001-3381210.111/29/2010
10.12†Amendment to Index License Agreement for Funds, dated as of May 21, 2009, between MSCI Inc. and Barclays Global Investors, N.A.10-Q001-3381210.37/2/2010
10.13Amendment to Index License Agreement for Funds, dated as of September 30, 2009, between MSCI Inc. and Barclays Global Investors, N.A.10-Q001-3381210.47/2/2010
10.14Amendment to Index License Agreement for Funds, dated as of October 6, 2009, between MSCI Inc. and Barclays Global Investors, N.A.10-K001-3381210.141/29/2010
10.15†Amendment to the Index License Agreement for Funds, dated as of October 4, 2011, by and between MSCI Inc. and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.). Replaces in its entirety the Amendment to Index License Agreement for Funds, dated as of October 27, 2009, between MSCI Inc. and Barclays Global Investors, N.A. filed as Exhibit 10.15 to Form 10-K (001-33812) filed with the SEC on February 29, 201210-K001-3381210.153/1/2013
10.23Tax Sharing Agreement, dated as of November 20, 2007, between Morgan Stanley and MSCI Inc.10-K001-3381210.122/28/2008
10.29*MSCI Inc. Amended and Restated 2007 Equity Incentive Compensation Plan10-K001-3381210.303/1/2013
10.30*MSCI Independent Directors’ Equity Compensation Plan as amended and restated on January 12, 201110-K001-3381210.391/31/2011
10.31*MSCI Inc. Performance Formula and Incentive PlanProxy001-33812Annex C2/28/2008
10.32*MSCI Equity Incentive Compensation Plan 2007 Founders Grant Award Certificate for Stock Options10-K001-3381210.192/28/2008
10.34*RiskMetrics Group, Inc. 2000 Stock Option PlanS-8333-16588899.16/3/2010
10.35*RiskMetrics Group, Inc. 2004 Stock Option PlanS-8333-16588899.26/3/2010
10.36*RiskMetrics Group, Inc. 2007 Omnibus Incentive Compensation Plan10-K001-3381210.383/1/2013
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.43*Award Agreement for 2010 Price Vested Stock Option Award for the Chief Executive Officer under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan10-K001-3381210.541/31/2011
10.46†Amendment to Index License Agreement for Funds, dated as of December 15, 2009, between MSCI Inc. and Blackrock Institutional Trust Company, N.A.10-K001-3381210.571/31/2011
10.47Amendment to Index License Agreement for Funds, dated as of June 13, 2011, between MSCI Inc. and BlackRock Institutional Trust Company, N.A.10-K001-3381210.582/29/2012
10.48Amendment to Index License Agreement for Funds, dated as of May 20, 201010-K001-3381210.591/31/2011
10.49†Schedule No. 11043 to the Master Index License Agreement for Index Based Funds, between MSCI Inc. and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.), dated as of September 1, 201010-K001-3381210.601/31/2011
10.50†Amendment to the Index License Agreement for Funds, dated as of November 19, 2010, between MSCI Inc. and Barclays Global Investors, N.A.10-K001-3381210.502/27/2015
10.51Amendment to the Index License Agreement for Funds, dated as of June 21, 2011, by and between MSCI Inc. and BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.)10-K001-3381210.622/29/2012
10.52†Amendment to the Index License Agreement for Funds, dated as of July 1, 2011, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and Blackrock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K/A001-3381210.637/20/2012
10.53†Amendment to the Index License Agreement for Funds, dated as of August 23, 2011, by and between MSCI Inc. and Blackrock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.532/27/2015
10.54Amendment to the Index License Agreement for Funds, dated as of October 4, 2011, by and between MSCI Inc. and BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.) 10-K001-3381210.652/29/2012
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.55†Amendment to the Index License Agreement for Funds, dated as of October 4, 2011, by and between MSCI Inc. and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.573/1/2013
10.56Amendment to the Index License Agreement for Funds, dated as of December 16, 2011, by and between MSCI Inc. (formerly, Morgan Stanley Capital International, Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.672/29/2012
10.57Agreement of Lease dated September 16, 2011, by and between 7 World Trade Center, LLC and MSCI Inc.8-K001-3381210.19/22/2011
10.59*Offer Letter, executed May 25, 2012, between MSCI Inc. and Robert Qutub8-K001-3381210.15/30/2012
10.62†Amendment to the Index License Agreement for Funds, dated as of February 16, 2012, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.662/28/2014
10.63†Amendment to the Index License Agreement for Funds, dated as of April 9, 2012, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.632/27/2015
10.64†Amendment to the Index License Agreement for Funds, dated as of June 1, 2012, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.683/1/2013
10.65†Amendment to the Index License Agreement for Funds, dated as of August 17, 2012, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.693/1/2013
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.66†Amendment to the Index License Agreement for Funds, dated as of August 20, 2012, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.702/28/2014
10.67†Amendment to the Index License Agreement for Funds, dated as of November 6, 2012, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.712/28/2014
10.68†Amendment to the Index License Agreement for Funds, dated as of November 15, 2012, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.723/1/2013
10.69†Amendment to the Index License Agreement for Funds, dated as of February 21, 2013, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.732/28/2014
10.70†Amendment to the Index License Agreement for Funds, dated as of March 20, 2013, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.742/28/2014
10.71†Amendment to the Index License Agreement for Funds, dated as of September 11, 2013, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.712/27/2015
10.72†Amendment to the Index License Agreement for Funds, dated as of December 10, 2013, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.722/27/2015
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.73†Amendment to the Index License Agreement for Funds, dated as of December 16, 2013, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.732/27/2015
10.80*Award Agreement for 2013 Non-Qualified Stock Option Award10-K001-3381210.852/28/2014
10.82†Amendment to the Index License Agreement for Funds, dated as of January 23, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.822/27/2015
10.83†Amendment to the Index License Agreement for Funds, dated as of January 23, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.832/27/2015
10.84Stock Purchase Agreement, dated as of March 17, 2014, among MSCI Inc., RiskMetrics Group Holdings, LLC and VISS Acquisition Corp.8-K001-338122.13/20/2014
10.85†Letter Agreement to amend the Amendment to the Index License Agreement for Funds, dated as of March 18, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.852/27/2015
10.87*Form of Award Agreement for Restricted Stock Units for Directors under the MSCI Inc. Independent Directors’ Equity Compensation Plan, as amended10-Q001-3381210.25/2/2014
10.88*Summary of Non-Employee Director Compensation10-K001-3381210.882/26/2018
10.89†Amendment to the Index License Agreement for Funds, dated as of July 9, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.892/27/2015
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.90†Amendment to the Index License Agreement for Funds, dated as of July 16, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.902/27/2015
10.91†Amendment to the Index License Agreement for Funds, dated as of August 15, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.912/27/2015
10.92†Amendment to the Index License Agreement for Funds, dated as of September 9, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.922/27/2015
10.93†Amendment to the Index License Agreement for Funds, dated as of September 17, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.932/27/2015
10.95†Amendment to the Index License Agreement for Funds, dated as of September 22, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.952/27/2015
10.96†Amendment to the Index License Agreement for Funds, dated as of October 30, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.962/26/2016
10.97Revolving Credit Agreement, dated as of November 20, 2014, among MSCI Inc., as the Borrower, each of the Subsidiary Guarantors party thereto, JPMorgan Chase Bank, N.A., as the Administrative Agent and L/C Issuer, the Other Lenders Party Thereto and JPMorgan Chase Bank, N.A., as Lead Arranger and Bookrunner (as amended as of May 18, 2018 by Amendment No. 2 to the Revolving Credit Agreement) (included as Exhibit A to Amendment No. 2 in Exhibit 10.174)8-K001-3381210.15/18/2018
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.98Cooperation Agreement, dated as of January 29, 2015 (amended by Letter Agreement to Cooperation Agreement, dated as of March 10, 2016, by and among MSCI Inc., Value Act Capital Management, L.P. and D. Robert Hale)8-K001-3381299.11/30/2015
10.99*Form of Award Agreement for Restricted Stock Units for Executive Officers under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan10-K001-3381210.1012/27/2015
10.100*Form of Annual Performance Award Agreement for Performance Stock Units for Managing Directors under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan10-Q001-3381210.404/29/2016
10.101*Form of Award Agreement for Restricted Stock Units for Managing Directors under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan10-Q001-3381210.504/29/2016
10.102†Amendment to the Index License Agreement for Funds, dated as of February 4, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1022/26/2016
10.103†Amendment to the Index License Agreement for Funds, dated as of February 25, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1032/26/2016
10.104†Letter Agreement (to amend the Amendment dated December 10, 2013) to the Index License Agreement for Funds, dated as of March 17, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.1042/26/2016
10.105†Amendment to the Index License Agreement for Funds, dated as of April 20, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1052/26/2016
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.106†Amendment to the Index License Agreement for Funds, dated as of April 20, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1062/26/2016
10.107*Form of Award Agreement for Restricted Stock Units for Directors under the MSCI Inc. Independent Directors’ Equity Compensation Plan, as amended10-Q001-3381210.15/1/2015
10.109*MSCI Inc. Change in Control Severance Plan, adopted May 28, 201510-K001-3381210.1092/24/2017
10.110†Amendment (to amend the Amendment dated February 21, 2013) to the Index License Agreement for Funds, dated as of June 1, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1102/26/2016
10.111†Amendment to the Index License Agreement for Funds, dated as of June 1, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1112/26/2016
10.112†Amendment (to amend the Amendment dated November 6, 2012) to the Index License Agreement for Funds, dated as of June 4, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1122/26/2016
10.113†Amendment (to amend the Amendments dated January 23, 2014 and April 15, 2014) to the Index License Agreement for Funds, dated as of June 4, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)Filed Herewith
10.114*Form of Performance Award Agreement for Performance Stock Units for Executive Officers under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan10-Q001-3381210.27/31/2015
10.115*Form of Special Performance Award Agreement for Performance Stock Units under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan10-Q001-3381210.37/31/2015
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.116†Amendment to the Index License Agreement for Funds, dated as of August 1, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1162/26/2016
10.117†Amendment (to amend the Amendment dated October 4, 2011) to the Index License Agreement for Funds, dated as of August 3, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1172/26/2016
10.118†Amendment (to amend the Amendment dated January 23, 2014) to the Index License Agreement for Funds, dated as of August 3, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1182/26/2016
10.119†Amendment (to amend the Amendment dated August 15, 2014) to the Index License Agreement for Funds, dated as of August 3, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1192/26/2016
10.120†Letter Agreement (to amend the Amendment dated August 15, 2014) to the Index License Agreement for Funds, dated as of August 3, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.1202/26/2016
10.121†Letter Agreement (to amend the Amendment dated April 20, 2015) to the Index License Agreement for Funds, dated as of October 9, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.1212/26/2016
10.122†Letter Agreement (to amend the Amendment dated December 10, 2013) to the Index License Agreement for Funds, dated as of December 17, 2015, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)10-K001-3381210.1222/26/2016
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.123*Transition and Release Agreement, dated as of February 10, 2016, by and between MSCI Inc. and Robert Qutub10-K001-3381210.1232/26/2016
10.124*Form of 2016 Multi-Year Performance Award Agreement for Performance Stock Units for the Executive Committee under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan10-Q001-3381210.64/29/2016
10.125*Form of 2016 Multi-Year Performance Award Agreement for Performance Stock Units for the Executive Committee under the MSCI Inc. 2016 Omnibus Incentive Plan10-Q001-3381210.74/29/2016
10.126Amendment (to amend the Amendment dated January 23, 2014) to the Index License Agreement for Funds, dated as of April 15, 2014, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1262/26/2016
10.127†Amendment to the Index License Agreement for Funds, dated as of January 28, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1272/24/2017
10.128*Offer Letter, effective as of March 15, 2016, between MSCI Inc. and Kathleen A. Winters8-K001-3381210.14/27/2016
10.129†Amendment to the Index License Agreement for Funds, dated as of February 29, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1292/26/2018
10.130†Amendment to the Index License Agreement for Funds, dated as of April 8, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1302/24/2017
10.131†Amendment (to amend the Amendment dated December 16, 2011) to the Index License Agreement for Funds, dated as of April 12, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1312/24/2017
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.132*MSCI Inc. 2016 Omnibus Incentive PlanS-8333-21098799.104/28/2016
10.133*MSCI Inc. 2016 Non-Employee Directors Compensation Plan, as amended10-Q001-3381210.35/5/2017
10.134*Form of Award Agreement for Restricted Stock Units for Directors under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan10-Q001-3381210.34/29/2016
10.135*Non-Employee Director Stock Ownership Guidelines10-Q001-3381210.84/29/2016
10.136*MSCI Inc. Non-Employee Director Deferral Plan, as amended10-Q001-3381210.94/29/2016
10.137Letter Agreement to Cooperation Agreement, dated as of March 10, 2016, by and among MSCI Inc., Value Act Capital Management, L.P. and D. Robert Hale.10-Q001-3381210.104/29/2016
10.138*Offer Letter, effective as of October 15, 2014, by and between MSCI Inc. and Laurent Seyer10-Q001-3381210.134/29/2016
10.140†Amendment to the Index License Agreement for Funds, dated as of April 29, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1402/24/2017
10.141Amendment to the Schedules to the Index License Agreement for Funds, dated as of May 4, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1412/24/2017
10.142†Amendment to the Index License Agreement for Funds, dated as of May 12, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1422/26/2018
10.143†Amendment to the Index License Agreement for Funds, dated as of June 15, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1432/24/2017
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.144†Amendment (to amend the Amendment dated February 29, 2016) to the Index License Agreement for Funds, dated as of July 21, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1442/24/2017
10.145*Form of 2016 Award Agreement for Restricted Stock Units for Managing Directors under the MSCI Inc. 2016 Omnibus Incentive Plan10-Q001-3381210.57/29/2016
10.146*Amendment to the Index License Agreement for Funds, dated as of August 1, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1462/26/2018
10.147Amendment No. 1 to the Revolving Credit Agreement, dated August 4, 2016, among MSCI Inc., each of the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent8-K001-3381210.18/05/2016
10.148†Amendment to the Index License Agreement for Funds, dated as of October 12, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1482/26/2018
10.149Amendment to the Schedules to the Index License Agreement for Funds, dated as of November 30, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1492/24/2017
10.150†Amendment to the Index License Agreement for Funds, dated as of December 5, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1502/26/2018
10.151*Form of Special Restricted Stock Unit Award Agreement under the MSCI Inc. 2016 Omnibus Incentive Plan10-K001-3381210.1512/24/2017
10.152*Form of Award Agreement for Restricted Stock Units for Managing Directors under the MSCI Inc. 2016 Omnibus Incentive Plan10-K001-3381210.1522/24/2017
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.153*Form of Annual Performance Award Agreement for Performance Stock Units for Managing Directors under the MSCI Inc. 2016 Omnibus Incentive Plan10-K001-3381210.1532/24/2017
10.154†Amendment to a Schedule to the Index License Agreement for Funds, dated as of December 8, 2016, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1542/26/2018
10.155†Amendment to the Index License Agreement for Funds, dated as of February 10, 2017, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1552/26/2018
10.156†Amendment No. 1 to the Index License Agreement for Funds, dated as of April 6, 2017, by and between MSCI ESG Research LLC and BlackRock Fund Advisors10-K001-3381210.1562/26/2018
10.157†Amendment to the Second Schedule to the Index License Agreement for Funds, dated as of April 12, 2017, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)Filed Herewith
10.158*Form of Award Agreement for Restricted Stock Units for Directors Under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan10-Q001-3381210.15/5/2017
10.159†Amendment to the Index License Agreement for Funds, dated as of May 26, 2017, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1592/26/2018
10.160†Amendment to the Previous Amendment and Previous Name Change Amendment to the Index License Agreement for Funds, dated as of September 1, 2017, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1602/26/2018
10.161†Amendment to the Index License Agreement for Funds, dated as of October 1, 2017, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)Filed Herewith
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.162Amendment to the Index License Agreement for Funds, dated as of October 1, 2017, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)Filed Herewith
10.163†Amendment to the Index License Agreement for Funds, dated as of November 1, 2017, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)10-K001-3381210.1632/26/2018
10.164*Form of Award Agreement for Restricted Stock Units for Managing Directors under the MSCI Inc. 2016 Omnibus Incentive Plan10-K001-3381210.1642/26/2018
10.165*Form of Annual Performance Award Agreement for Performance Stock Units for Managing Directors under the MSCI Inc. 2016 Omnibus Incentive Plan10-K001-3381210.1652/26/2018
10.166*Annual Incentive Plan10-K001-3381210.1662/26/2018
10.167*Offer Letter, executed March 11, 2014, by and between MSCI Inc. and Scott Crum10-Q001-3381210.15/4/2018
10.168*Form of Award Agreement for Restricted Stock Units for Directors Under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan10-Q001-3381210.25/4/2018
10.169††Amendment to the Index License Agreement for Funds, dated as of January 18, 2018, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)Filed Herewith
10.170††Amendment to the Index License Agreement for Funds, dated as of February 8, 2018, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)Filed Herewith
10.171Amendment to the Previous Amendment to the Index License Agreement for Funds, dated as of February 19, 2018, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)Filed Herewith
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.172††Amendment No. 2 to the Index License Agreement for Funds, dated as of March 1, 2018, by and between MSCI ESG Research LLC and BlackRock Fund AdvisorsFiled Herewith
10.173Amendment to the Schedules to the Index License Agreement for Funds, dated as of May 15, 2018, by and between MSCI Inc. and BlackRock Fund AdvisorsFiled Herewith
10.174Amendment No. 2 to the Revolving Credit Agreement, dated as of May 18, 2018, among MSCI Inc., each of the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer and the other lenders party thereto8-K001-3381210.15/18/2018
10.175††Amendment to the Index License Agreement for Funds, dated as of June 1, 2018, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)Filed Herewith
10.176††Amendment No. 3 to the Index License Agreement for Funds, dated as of July 1, 2018, by and between MSCI ESG Research LLC and BlackRock Fund AdvisorsFiled Herewith
10.177Amendment to the Schedules to the Index License Agreement for Funds, dated as of September 1, 2018, by and between MSCI Inc. and BlackRock Fund AdvisorsFiled Herewith
10.178Amendment to the Previous Amendment to the Index License Agreement for Funds, dated as of September 10, 2018, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)Filed Herewith
10.179††Amendment to the Previous Amendment, the Previous Conversion Amendment and Previous Name Change Amendment to the Index License Agreement for Funds, dated as of September 10, 2018, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)Filed Herewith
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.180††Amendment to the Index License Agreement for Funds, dated as of October 1, 2018, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)Filed Herewith
10.181††Amendment to the Index License Agreement for Funds, dated as of October 1, 2018, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Institutional Trust Company, N.A. (formerly, Barclays Global Investors, N.A.)Filed Herewith
10.182††Amendment to the Index License Agreement for Funds, dated as of November 1, 2018, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)Filed Herewith
10.183††Amendment to the Index License Agreement for Funds, dated as of November 1, 2018, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)Filed Herewith
10.184††Amendment to the Previous Amendment to the Index License Agreement for Funds, dated as of November 16, 2018, by and between MSCI Inc. (formerly, Morgan Stanley Capital International Inc.) and BlackRock Fund Advisors (as successor to Barclays Global Investors, N.A.)Filed Herewith
10.185*Form of 2019 Award Agreement for Restricted Stock Units For Employees Under the MSCI Inc. 2016 Omnibus Incentive PlanFiled Herewith
10.186*Form of 2019 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. Omnibus Incentive PlanFiled Herewith
10.187*Form of 2019 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. Omnibus Incentive PlanFiled Herewith
10.188*MSCI Inc. Executive Committee Stock Ownership GuidelinesFiled Herewith
Exhibit NumberDescriptionFormFile No.Exhibit No.Filing Date
10.189*MSCI Inc. Clawback PolicyFiled Herewith
21.1Subsidiaries of the RegistrantFiled Herewith
23.1Consent of PricewaterhouseCoopers LLPFiled Herewith
24.1Powers of Attorney (included as part of Signature Page)Filed Herewith
31.1Rule 13a-14(a) Certification of Chief Executive OfficerFiled Herewith
31.2Rule 13a-14(a) Certification of Chief Financial OfficerFiled Herewith
32.1Section 1350 Certification of Chief Executive Officer and Chief Financial OfficerFurnished Herewith
101.INSXBRL Instance Document.Filed Herewith
101.SCHXBRL Taxonomy Extension Schema Document.Filed Herewith
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.Filed Herewith
101.LABXBRL Taxonomy Extension Label Linkbase Document.Filed Herewith
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.Filed Herewith
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.Filed Herewith
*Indicates a management compensation plan, contract or arrangement.
†Confidential treatment has been granted for a portion of this exhibit.
††Confidential treatment requested.

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