AMENDMENT NO. 2
Exhibit (h)(xv)
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of , 2010 to the CREDIT AGREEMENT (as amended from time to
time, the “Agreement”), dated as of October 6, 2008, 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 that Xxxxxxxx QEP Global Value Fund and Xxxxxxxx QEP
Global Quality Fund of the Xxxxxxxx Global Series Trust (hereinafter referred to as the “New
Borrowers”) be added as “Borrowers” under the Credit Agreement;
WHEREAS, the Borrowers have requested that the Agreement be amended to reflect the change in
the name of a Borrower from Xxxxxxxx International Diversified Value Fund to Xxxxxxxx International
Multi-Cap Value Fund;
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.
The New Borrowers are hereby added as “Borrowers” to the Credit Agreement and, accordingly,
Schedule I to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule I
to this Amendment.
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:
(i) counterparts of this Amendment shall have been executed by the Trusts, the Lenders
and the Administrative Agent;
(ii) each New Borrower shall executed and delivered the joinder in the form of Exhibit
2.13(a) to the Credit Agreement;
(iii) each New Borrower shall have delivered the documents and instruments required to
be delivered by the Borrowers pursuant to Section 4.1 of the Credit Agreement, including an
opinion of general or special counsel for the New Borrowers; and
(iv) each New Borrower shall have paid to the Administrative Agent a fee $1,500, as
required by Section 2.13(a).
(b) This Amendment (i) may be executed in one or more counterparts by the parties hereto,
delivery of which by telecopy or emailed pdf. 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: | ||||||
| Name: | ||||||
| Title: | ||||||
| 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 Multi-Asset Growth Portfolio | ||||||
| Xxxxxxxx US Small and Mid Cap Opportunities Fund | ||||||
| Xxxxxxxx Emerging Market Equity Fund | ||||||
| XXXXXXXX GLOBAL SERIES TRUST | ||||||
| Xxxxxxxx North American Equity Fund | ||||||
| Xxxxxxxx QEP Global Value Fund | ||||||
| Xxxxxxxx QEP Global Quality Fund | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
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Schedule I to Amendment No. 2
SCHEDULE I
| BORROWERS | % PRO-RATA ALLOCATION | |||
Xxxxxxxx International Alpha Fund |
4.28 | % | ||
Xxxxxxxx US Opportunities Fund |
13.87 | % | ||
Xxxxxxxx International Multi-Cap Value Fund |
0.93 | % | ||
Xxxxxxxx Total Return Fixed Income Fund |
16.31 | % | ||
Xxxxxxxx Multi-Asset Growth Portfolio |
0.62 | % | ||
Xxxxxxxx US Small and Mid Cap Opportunities Fund |
6.46 | % | ||
Xxxxxxxx Emerging Market Equity Fund |
15.11 | % | ||
Xxxxxxxx North American Equity Fund |
38.24 | % | ||
Xxxxxxxx QEP Global Value Fund |
2.09 | % | ||
Xxxxxxxx QEP Global Quality Fund |
2.09 | % | ||
