AMENDMENT NO. 16

Execution Copy

AMENDMENT XX. 00

XXXXXXXXX XX. 00 dated as of September 24, 2018 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, and make certain other amendments to, 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 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, 2019, or such earlier date on which the Commitments shall terminate as provided herein.”

(c) Section 5.2(a) of the Agreement is hereby amended by deleting the clause “(i) to the best of such Responsible Officer's knowledge, such Borrower during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to be observed, performed or satisfied by it, and (ii)”

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 5 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 Borrowers, 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/ Xxxxxx Cam
	Name:	Xxxxxx Cam
	Title:	Vice President
	XXXXXXXX SERIES TRUST
		Xxxxxxxx Total Return Fixed Income Fund
		Xxxxxxxx Long Duration Investment Grade Bond Fund
		Xxxxxxxx Short Duration Bond Fund
		Xxxxxxxx Emerging Markets Small Cap Fund
		Xxxxxxxx Core Bond Fund
	XXXXXXXX GLOBAL SERIES TRUST
		Xxxxxxxx North American Equity Fund
	By:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxx
	Title:	VP & Secretary

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Schedule I to Amendment No. 16

SCHEDULE I

BORROWERS	% PRO-RATA ALLOCATION
Xxxxxxxx Total Return Fixed Income Fund	3.24%
Xxxxxxxx North American Equity Fund	85.08%
Xxxxxxxx Long Duration Investment-Grade Bond Fund	8.07%
Xxxxxxxx Emerging Markets Small Cap Fund	0.17%
Xxxxxxxx Short Duration Bond Fund	1.21%
Xxxxxxxx Core Bond Fund	2.23%

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