Amendment to Index License Agreement  for Funds, dated as of November 19, 2010



 Exhibit 10.61 
 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_00292 
 Client Code/Reference No: WFNIA/CA 
 AMENDMENT 2 

Date of Amendment: November 19, 2010 
 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
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 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 Indexes: 

  

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

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

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

	 ***********
	  	 MSCI Germany Index

	 ***********
	  	 MSCI Hong Kong Index

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

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

	 ***********
	  	 MSCI Israel Capped Investable Market Index

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

	 ***********
	  	 MSCI Japan Index

	 MSCI All Country Asia ex Japan Index
	  	 ***********

	 ***********
	  	 MSCI Mexico Investable Market Index

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

	 MSCI All Peru Capped Index
	  	 MSCI New Zealand Investable Market Index

	 MSCI Australia Index
	  	 MSCI Pacific ex-Japan Index

	 ***********
	  	 MSCI Philippines Investable Market Index

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

	 MSCI Brazil Index
	  	 MSCI Russia Capped Index

	 MSCI Brazil Small Cap Index
	  	 MSCI Singapore Index

	 MSCI BRIC Index
	  	 MSCI South Africa Index

	 MSCI Canada Index
	  	 MSCI South Korea Index

	 MSCI Chile Investable Market Index
	  	 ***********

	 MSCI China Small Cap Index
	  	 ***********

	 MSCI EAFE Index
	  	 ***********

	 ***********
	  	 MSCI Taiwan Index

	 MSCI Emerging Markets Eastern Europe Index
	  	 ***********

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

	 MSCI Emerging Markets Index 
	  	 MSCI United Kingdom Index

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

	 MSCI EMU Index
	  	

 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
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 Indexes: 

  

			
	 MSCI ACWI ex US Consumer Discretionary Sector Index
	  	 MSCI EMU Index

	 MSCI ACWI ex US Consumer Staples Sector Index
	  	 MSCI France Index

	 MSCI ACWI ex US Energy Sector Index
	  	 MSCI Germany Index

	 MSCI ACWI ex US Financials Index
	  	 MSCI Hong Kong Index

	 MSCI ACWI ex US Health Care Sector Index
	  	 MSCI Indonesia Investable Market Index

	 MSCI ACWI ex US Index
	  	 MSCI Ireland Capped Investable Market Index

	 MSCI ACWI ex US Industrials Sector Index
	  	 MSCI Israel Capped Investable Market Index

	 MSCI ACWI ex US Information Technology Sector Index
	  	 MSCI Italy Index

	 MSCI ACWI ex US Materials Sector Index
	  	 ***********

	 MSCI ACWI ex US Telecommunication Services Sector Index
	  	 MSCI Japan Small Cap Index

	 MSCI ACWI ex US Utilities Sector Index
	  	 MSCI Kokusai Index

	 MSCI ACWI Index
	  	 MSCI Malaysia Index

	 MSCI All Country Asia ex Japan Index
	  	 MSCI Netherlands Investable Market Index

	 MSCI All Peru Capped Index
	  	 MSCI New Zealand Investable Market Index

	 MSCI Australia Index
	  	 ***********

	 MSCI Austria Investable Market Index
	  	 MSCI Philippines Investable Index

	 MSCI Belgium Investable Market Index
	  	 MSCI Poland Investable Market Index

	 ***********
	  	 MSCI Russia Cap Index

	 MSCI Brazil Small Cap Index
	  	 MSCI Singapore Index

	 MSCI BRIC Index
	  	 MSCI South Africa Index

	 MSCI Canada Index
	  	 MSCI South Korea Index

	 MSCI Chile Investable Market Index
	  	 MSCI Spain Index

	 MSCI China Small Cap Index
	  	 MSCI Sweden Index

	 MSCI EAFE Growth Index
	  	 MSCI Switzerland Index

	 MSCI EAFE Index
	  	 ***********

	 MSCI EAFE Small Cap Index
	  	 MSCI Thailand Investable Market Index

	 MSCI EAFE Value Index
	  	 MSCI Turkey Investable Market Index

	 ***********
	  	 MSCI United Kingdom Index

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


 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 Funds for purposed of calculating license fees. 

 

	3.	This Amendment is intended to amend and operate in conjunction with the Agreement and together this Amendments 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 this
Agreement, the terms of this Amendment shall control. No right or license of any kind is granted to Licensee expect as expressly provided in the Agreement and this Amendment. 


 

	4.	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 law principles.


  

									
	 LICENSEE
	  		  	MSCI INC.
					
	 By
	  	/s/ Timothy M. Meyer	  		  	By	  	/s/ Paul E. Friedman
					
	 Name
	  	Timothy M. Meyer	  		  	Name	  	Paul E. Friedman
					
		  	(printed)	  		  		  	(printed)
					
	 Title
	  	M. Director	  		  	Title	  	Executive Director
					
	 Date
	  	December 1, 2010	  		  	Date	  	December 10, 2010
				
		  		  		  	
					
	 By
	  	/s/ Mathew R. Lewis	  		  		  	
					
	 Name
	  	Matthew R. Lewis	  		  		  	
					
		  	(printed)	  		  		  	
					
	 Title
	  	Director	  		  		  	
					
	 Date
	  	December 1, 2010