MSCI 8-K — Smart Summary
86% reductionOn January 27, 2026, MSCI Inc. and MSCI Limited amended their Master Index License Agreement for Exchange Traded Funds with BlackRock Fund Advisors, extending the term through March 31, 2035 and revising the license fee structure applicable to certain funds beginning January 1, 2026, with additional changes effective January 1, 2027.
Item 1.01 — Entry into a Material Definitive Agreement
Agreements
- Amendment to Master Index License Agreement for Exchange Traded Funds — MSCI Inc., MSCI Limited, and BlackRock Fund Advisors; effective January 1, 2026; amends the ETF Agreement dated October 1, 2022 and Schedule No. 1 thereto; extends term to March 31, 2035, thereafter auto-renewing for successive three-year periods unless either party provides written notice of termination prior to the end of the then-current term; MSCI continues to license certain MSCI equity indexes as the basis for BlackRock ETFs; revised fee structures apply to Fee Models 1–9, 12, 14, and 15 effective January 1, 2026 and Fee Models 10, 11, and 13 subject to a floor mechanism; all other existing fee constructs remain materially unchanged
Conditions
- Auto-renewal — After March 31, 2035, each agreement renews for successive three-year periods unless MSCI or BlackRock Fund Advisors provides written notice of termination prior to the end of the then-current term
- Confidentiality of fee terms — Specific fee rates, thresholds, AUM tiers, and floor/cap amounts have been redacted from the public filing pursuant to Item 601(b) of Regulation S-K on grounds of materiality and confidentiality
Financial Impact
- License fees — Periodic fees calculated based on AUM for each Fund during the relevant license period and the Fund's expense ratio; specific rates redacted ([*]) across 15 fee models
- Fee revisions (Fee Models 1–9, 12, 14, 15) — Existing caps and floors removed; a new tiered floor/cap mechanism introduced based on each Fund's expense ratio and AUM, effective January 1, 2026
- Fee revisions (Fee Models 10, 11, 13) — Fee calculation basis unchanged; all funds subject to a minimum floor such that license fees shall not fall below the specified floor during the applicable period; for the period January 1, 2026 through December 31, 2027, additional redacted adjustments apply, with the floor remaining in effect throughout
- iShares Core MSCI World UCITS ETF — Beginning January 1, 2026 through December 31, 2026, a specific redacted fee rate applies under Fee Model 3
- BlackRock ownership — As of December 31, 2024, BlackRock exercises investment discretion over 5,400,012 shares of MSCI common stock ($0.01 par value), representing 7.3% of MSCI's outstanding common stock as of December 31, 2025
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