Item 5. Other Information
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Item 5. Other Information
On October 21, 2022, MSCI Inc., its subsidiary MSCI Limited (together with MSCI Inc., “MSCI”) and BlackRock Fund Advisors (the “Licensee”), entered into an Index License Agreement for Exchange Trade Funds (the “Index License Agreement”) which terminates and replaces (i) the Index License Agreement for Funds by and between MSCI Inc. and the Licensee, dated as of March 18, 2000, as amended (the “U.S. ETF Agreement”), (ii) the Index License Agreement for Funds by and between MSCI Inc. and BlackRock Institutional Trust Company, N.A., dated as of May 18, 2001, as amended (the “Non-U.S. ETF Agreement”) and (iii) all
prior related schedules, exhibits, addenda, amendments and other attachments or modifications to each of the U.S. ETF Agreement and the Non-U.S. ETF Agreement.
The Index License Agreement consolidates the U.S. ETF Agreement and the Non-U.S. ETF Agreement, incorporates current license fee models and other commercial terms and updates customary payment and reporting terms and conditions. The impact of the changes embodied in the Index License Agreement on the operating revenues of the Company attributable to BlackRock, if any, is expected to be insignificant. The Index License Agreement is effective as of October 1, 2022 until March 31, 2030 and, thereafter, is subject to auto-renewal for successive three-year periods unless MSCI or the Licensee provides written notice of termination prior to the end of the then-current term. Pursuant to the Index License Agreement, MSCI will continue to license to the Licensee the right to use certain MSCI indexes as the basis of exchange traded funds (each, a “Fund” and together, the “Funds”), and the Licensee will continue to pay MSCI periodic license fees calculated based on the amount of assets under management for the particular Fund during the relevant license period.
On August 12, 2022, BlackRock filed a Form 13F-HR with the SEC disclosing that it exercises investment discretion over 6,555,290 shares of the Company’s common stock, par value $0.01 (“Common Stock”) as of June 30, 2022, or 8.1% of the Company’s outstanding Common Stock based on the total number of shares of Common Stock as of June 30, 2022.
The foregoing description of the Index License Agreement does not purport to be complete and is qualified in its entirety by reference to the Index License Agreement, which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.1 and incorporated herein by reference.
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