AMENDMENT NO. 6 TO THE ADMINISTRATION AND ACCOUNTING AGREEMENT

Exhibit (h)(xv)

AMENDMENT NO. 6

TO THE

ADMINISTRATION AND ACCOUNTING AGREEMENT

This Amendment No. 6 to the Administration and Accounting Agreement (this “Amendment”) is made as of [    ], 2007 (“Effective Date of Amendment No. 6”), and shall amend the Administration and Accounting Agreement made as of the 8^th day of October, 2001, as amended (the “Agreement”) by and between Xxxxxxxx Series Trust, a Massachusetts business trust (the “Trust”) and SEI Investments Mutual Funds Services (the “Administrator”).

WHEREAS, the Administrator, now known as SEI Investments Global Funds Services, provides administration and accounting services to the Trust;

WHEREAS the parties to the Agreement now wish to amend Schedule B of the Agreement to add the Portfolios to the Agreement;

WHEREAS Article 13 of the Agreement permits amendment only by an instrument in writing signed by the party against which enforcement of the change may be sought;

NOW THEREFORE, for and in consideration of the promises and the mutual covenants herein contained, the parties hereby agree as follows:

1. Amendment to Schedule B of the Agreement. Schedule B of the Agreement is hereby amended and restated in its entirety as set forth in Attachment 1 to this Amendment.

2. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of the Commonwealth of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers, or shareholders of the Trust but are binding only upon the assets and property of the Trust.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.

SEI INVESTMENTS GLOBAL FUNDS SERVICES

By: 

Name: 

Title: 

XXXXXXXX SERIES TRUST

By: 

Name: 

Title: 

ATTACHMENT #1

SCHEDULE B

TO THE ADMINISTRATION AND ACCOUNTING AGREEMENT

DATED AS OF OCTOBER 8, 2001,

AMENDED AS OF JANUARY 4, 2004,

AMENDED AS OF FEBRUARY 9, 2004,

AMENDED AS OF JANUARY 28, 2005

AMENDED AS OF MARCH 31, 2006

AMENDED AS OF AUGUST 30, 2006

AMENDED AS OF [    ], 2007

BETWEEN

XXXXXXXX SERIES TRUST

AND

SEI INVESTMENTS GLOBAL FUNDS SERVICES

Portfolios:		This Agreement shall apply with respect to all portfolios of the Trust, either now existing or in the future created. The following is a list of the current portfolios of the Trust (collectively, the “Portfolios”):
		XXXXXXXX ENHANCED INCOME FUND
		XXXXXXXX MUNICIPAL BOND FUND
		XXXXXXXX SHORT-TERM MUNICIPAL BOND FUND
		XXXXXXXX TOTAL RETURN FIXED INCOME FUND
		XXXXXXXX GLOBAL EQUITY YIELD FUND
		XXXXXXXX GLOBAL OPPORTUNITIES FUND
		XXXXXXXX EMERGING MARKET EQUITY FUND
		XXXXXXXX STRATEGIC BOND FUND
		XXXXXXXX U.S. SMALL AND MID CAP OPPORTUNITIES FUND
		XXXXXXXX INTERNATIONAL DIVERSIFIED VALUE FUND
		XXXXXXXX MULTI-ASSET GROWTH PORTFOLIO
Fees:		Pursuant to Article 4, commencing as of November 1, 2004, each Portfolio shall pay the Administrator its pro rata portion of the following fees, calculated based upon the aggregate average daily net assets of Xxxxxxxx Capital Funds (Delaware) and Xxxxxxxx Series Trust (the “Xxxxxxxx Funds Complex”):
		0.115% on the first $600 million of average daily net assets
		0.11% on the next $400 million of average daily net assets
		0.09% on the next $1 billion of average daily net assets
		0.07% on average daily net assets in excess of $2 billion
		This fee schedule is subject to a cumulative minimum annual fee for the Xxxxxxxx Funds Complex of seven (7) Portfolios in existence as of the EFFECTIVE DATE OF AMENDMENT NO. 2 (as defined in Amendment No. 2 to the Administration and Accounting Agreement), in the amount of $488,000 for all such portfolios and classes.

		The minimum fee shall be increased for each Portfolio in excess of seven (7) Portfolios in the Xxxxxxxx Funds Complex in existence as of the date of this Amendment, as follows: $50,000 for each Portfolio that invests primarily in domestic securities and $70,000 for each Portfolio that invests primarily in international securities.
		The minimum fee shall be increased for each new class added to any Portfolio in the Xxxxxxxx Funds Complex after the date of this Amendment, as follows: $12,500 for each new class added to a Portfolio that invests primarily in domestic securities, and $17,500 for each new class added to a Portfolio that invests primarily in international securities.
		The minimum fee shall be decreased if any Portfolio in the Xxxxxxxx Funds Complex is fully liquidated after the date of this Amendment, as follows: $50,000 for each Portfolio that invests primarily in domestic securities and $70,000 for each Portfolio that invests primarily in international securities.
		The minimum fee shall be decreased if any class in the Xxxxxxxx Funds Complex is liquidated after the date of this Amendment, as follows: $12,500 for each class that invests primarily in domestic securities, and $17,500 for each class that invests primarily in international securities.
		Notwithstanding the foregoing, under no circumstances will the minimum annual fee for the Xxxxxxxx Funds Complex be less than $400,000 for all portfolios and classes in existence during the term of the Agreement, as amended.
Term:		The Agreement became effective on November 5, 2001 (executed by the parties on October 8, 2001) and, as hereby amended, shall remain in effect through October 31, 2006 (“Initial Term”) and, thereafter, shall automatically renew for successive two (2) year terms, unless and until this Agreement is terminated by a party in accordance with the provisions of Article 6 of the Agreement.

[END OF SCHEDULE B]