AMENDMENT NO. 12

AMENDMENT XX. 00

XXXXXXXXX XX. 00 dated as of September 27, 2016 to the CREDIT AGREEMENT dated as of October 6, 2008 (as amended from time to time, the “Agreement”), among the Borrowers listed from time to time on Schedule I thereto, as it may be amended from time to time, the Lenders party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

W I T N E S S E T H:

WHEREAS, the Borrowers have requested the extension of the term of the line of credit under the Agreement;

WHEREAS, the Lenders, the Administrative Agent and the Trusts are agreeable to such request;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein it is hereby agreed as follows:

1. Definitions. All terms defined in the Agreement shall be used herein as defined in the Agreement unless otherwise defined herein or the context otherwise requires.

2. Amendments.

(a) Schedule I to the Agreement is hereby deleted in its entirety and replaced and replaced with the Schedule I attached hereto.

(b) The definition of “Termination Date” contained in Section 1 of the Agreement is amended and restated to read as follows:

“‘Termination Date’: September 28, 2017, or such earlier date on which the Commitments shall terminate as provided herein.”

(c) The second sentence contained in Section 2.3 of the Agreement is amended and restated to read as follows:

“The Commitment Fee shall be a quarterly fee, computed at the rate of 0.20% per annum, on the average daily amount of the Available Commitment of all Lenders in the aggregate during each calendar quarter.”

3. Representations and Warranties. Each Borrower represents and warrants that:

(a) no Default or Event of Default has occurred and is continuing; and

(b) the representations and warranties made by such Borrower in Section 3 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

4. Effect of Amendment. On and after the date this Amendment becomes effective in accordance with Section 4 hereof, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import referring to the Agreement, and each reference in the Notes referring to “the Agreement,” “thereunder,” “thereof,” or words of like import shall mean the Agreement as amended by this Amendment. The Agreement, as amended by this Amendment, is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects.

5. Miscellaneous.

(a) This Amendment shall be effective (as of the date hereof) on the date when counterparts of this Amendment shall have been executed by the Trusts, the Lenders and the Administrative Agent.

(b) This Amendment (i) may be executed in one or more counterparts by the parties hereto, delivery of which by telecopy or emailed pdf. and shall be effective as delivery of a manually executed counterpart of this Amendment; (ii) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and (iii) shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

Remainder of the Page Left Intentionally Blank

Signature Page to Follow

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	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent and a Lender
	By:	/s/ Xxxxxxxxxx Xxxxxx
	Name:	Xxxxxxxxxx Xxxxxx
	Title:	Vice President

	XXXXXXXX CAPITAL FUNDS (DELAWARE)
		Xxxxxxxx International Alpha Fund
		Xxxxxxxx US Opportunities Fund
	XXXXXXXX SERIES TRUST
		Xxxxxxxx International Multi-Cap Value Fund
		Xxxxxxxx Total Return Fixed Income Fund
		Xxxxxxxx US Small and Mid Cap Opportunities Fund
		Xxxxxxxx Emerging Market Equity Fund
		Xxxxxxxx Absolute Return EMD and Currency Fund
		Xxxxxxxx Emerging Markets Multi-Sector Bond Fund
		Xxxxxxxx Emerging Markets Multi-Cap Equity Fund
		Xxxxxxxx Long Duration Investment Grade Bond Fund
		Xxxxxxxx Broad Tax-Aware Value Bond Fund
		Xxxxxxxx Global Multi-Asset Income Fund
		Xxxxxxxx Global Strategic Bond Fund
		Xxxxxxxx Short Duration Bond Fund
		Xxxxxxxx Emerging Markets Small Cap Fund
	XXXXXXXX GLOBAL SERIES TRUST
		Xxxxxxxx North American Equity Fund
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Authorized Signatory

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Schedule I to Amendment No. 12

SCHEDULE I

BORROWERS	% PRO-RATA ALLOCATION
Xxxxxxxx International Alpha Fund	4.69%
Xxxxxxxx U.S. Opportunities Fund	3.36 %
Xxxxxxxx International Multi-Cap Value Fund	9.58 %
Xxxxxxxx Total Return Fixed Income Fund	2.60%
Xxxxxxxx U.S. Small and Mid Cap Opportunities Fund	4.79%
Xxxxxxxx Emerging Market Equity Fund	39.31 %
Xxxxxxxx North American Equity Fund	21.31 %
Xxxxxxxx Absolute Return EMD and Currency Fund	2.25 %
Xxxxxxxx Emerging Markets Multi-Sector Bond Fund	1.63%
Xxxxxxxx Emerging Markets Multi-Cap Equity Fund	0.65%
Xxxxxxxx Long Duration Investment Grade Bond Fund	2.11 %
Xxxxxxxx Broad Tax-Aware Value Bond Fund	4.17%
Xxxxxxxx Global Multi-Asset Income Fund	0.71 %
Xxxxxxxx Global Strategic Bond Fund	1.79 %
Xxxxxxxx Emerging Markets Small Cap Fund	0.38 %
Xxxxxxxx Short Duration Bond Fund	0.67%

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