FORM OF AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

FORM OF AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

This Amendment to Investment Advisory Agreement (this “Amendment”), effective as of [    ], 2015, is made by and between Xxxxxxxx International Funds (the “Trust”) and Xxxxxxxx International Capital Management, LLC (“Xxxxxxxx,” and together with the Trust, the “Parties”).

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Investment Advisory Agreement, dated as of August 13, 2004, as amended August 12, 2005, August 11, 2006, August 31, 2007, September 15, 2008, November 30, 2009, May 19, 2011, November 30, 2011, April 30, 2013, September 1, 2013, September 1, 2014 and April 30, 2015 by and between the Trust and Xxxxxxxx (the “Agreement”).

WITNESSETH THAT:

WHEREAS, the Parties originally entered into the Agreement, wherein Xxxxxxxx agreed to provide certain services to the Trust; and

WHEREAS, the Parties wish to amend the Agreement to provide for the addition of one separate series of the Trust.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereto, intending to be legally bound, do hereby agree as follows:

1. The addition of the Xxxxxxxx Asia Value Fund as set forth on the attached amended Appendix A.

2. The Agreement will otherwise remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment, including the amended Appendix A attached hereto, to be signed by their duly authorized officers as of the date set forth below.

XXXXXXXX INTERNATIONAL FUNDS						XXXXXXXX INTERNATIONAL CAPITAL MANAGEMENT, LLC
By:						By:
Name:		Xxxx X. XxXxxxx				Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President and Secretary				Title:		Chief Executive Officer
Date:		[    ], 2015				Date:		[    ], 2015

APPENDIX A

XXXXXXXX INTERNATIONAL FUNDS

FUND SCHEDULE

(updated [    ], 2015)

PART I:

Fund		Effective Date
•       Xxxxxxxx Asia Growth Fund		August 31, 2004
•       Xxxxxxxx Asia Dividend Fund		August 11, 2006
•       Xxxxxxxx Pacific Tiger Fund		August 31, 2004
•       Xxxxxxxx Asian Growth and Income Fund		August 31, 2004
•       Xxxxxxxx Asia Science and Technology Fund		August 31, 2004
•       Xxxxxxxx China Dividend Fund		November 30, 2009
•       Xxxxxxxx China Fund		August 31, 2004
•       Xxxxxxxx India Fund		August 12, 2005
•       Xxxxxxxx Japan Fund		August 31, 2004
•       Xxxxxxxx Korea Fund		August 31, 2004
•       Xxxxxxxx Asia Focus Fund		April 30, 2013
•       Xxxxxxxx Asia ESG Fund		April 30, 2015
•       Xxxxxxxx Asia Value Fund		[    ], 2015

PART II

Fund		Effective Date
•       Xxxxxxxx Asia Small Companies Fund		September 15, 2008
•       Xxxxxxxx China Small Companies Fund		May 31, 2011
•       Xxxxxxxx Emerging Asia Fund		April 30, 2013

PART III

Fund		Effective Date
•       Xxxxxxxx Asia Strategic Income Fund		November 30, 2011

XXXXXXXX INTERNATIONAL FUNDS						XXXXXXXX INTERNATIONAL CAPITAL MANAGEMENT, LLC
By:						By:
Name:		Xxxx X. XxXxxxx				Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President and Secretary				Title:		Chief Executive Officer
Date:		[    ], 2015				Date:		[    ], 2015