AMENDMENT TO UNDERWRITING AGREEMENT

AMENDMENT TO UNDERWRITING AGREEMENT

This Amendment, dated as of April 30, 2013, made by and between Xxxxxxxx International Funds d/b/a Xxxxxxxx Asia Funds (the “Trust”) and Foreside Funds Distributors LLC (“Foreside,” and together with the Trust, the “Parties”).

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement, dated as of April 4, 2012, by and between the Trust and Foreside (the “Agreement”).

WITNESSETH THAT:

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

WHEREAS, the Parties wish to amend the Agreement to set forth each series of the Trust covered by the Agreement and to provide for the addition of two separate new 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 Schedule A, as attached hereto, to the Agreement, which sets forth each series of the Trust covered by the Agreement, including the two separate new series of the Trust, Xxxxxxxx Asia Focus Fund and Xxxxxxxx Emerging Asia Fund.

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

FORESIDE FUNDS DISTRIBUTORS LLC			XXXXXXXX INTERNATIONAL FUNDS
			d/b/a XXXXXXXX ASIA FUNDS
By:	/s/ Xxxx Xxxxxxxxx		By:	/s/ Xxxx X. XxXxxxx
Name:   Xxxx Xxxxxxxxx			Name:   Xxxx X. XxXxxxx
Title:     President			Title:     Vice President and Secretary
Date:    April 30, 2013			Date:     April 30, 2013

Schedule A

List of Funds

Xxxxxxxx Asian Growth and Income Fund

Xxxxxxxx Asia Dividend Income Fund

Xxxxxxxx China Dividend Fund

Xxxxxxxx Asia Growth Fund

Xxxxxxxx Pacific Tiger Fund

Xxxxxxxx China Fund

Xxxxxxxx India Fund

Xxxxxxxx Japan Fund

Xxxxxxxx Korea Fund

Xxxxxxxx Asia Small Companies Fund

Xxxxxxxx China Small Companies Fund

Xxxxxxxx Asia Science and Technology Fund

Xxxxxxxx Asia Strategic Income Fund

Xxxxxxxx Asia Focus Fund

Xxxxxxxx Emerging Asia Fund