FORM OF AMENDMENT TO DISTRIBUTION AGREEMENT

FORM OF AMENDMENT TO DISTRIBUTION AGREEMENT

This Amendment to Distribution Agreement (this “Amendment”), effective as of [    ], 2015, is made by and between Xxxxxxxx International Funds d/b/a Xxxxxxxx Asia Funds, a Delaware statutory trust (the “Trust”) and Foreside Funds Distributors LLC, a Delaware limited liability company (“Foreside,” and together with the Trust, the “Parties”).

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Distribution Agreement, dated as of April 30, 2015, as amended from time to time, by and between the Trust and Foreside (the “Agreement”).

WITNESSETH THAT:

WHEREAS, the Parties originally entered into the Agreement, wherein Foreside agreed to act as principal underwriter in connection with the offering of shares of beneficial interest by separate series of the Trust; and

WHEREAS, the Parties wish to amend the Agreement to provide for the addition of one 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:

2. The addition of the Xxxxxxxx Asia Value Fund as set forth on the attached amended Exhibit A.

2. The Agreement will otherwise remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment, including the amended Exhibit 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:						By:
Name:		[                                 ]				Name:		Xxxx X. XxXxxxx
Title:		[                                 ]				Title:		Vice President and Secretary
Date:		[    ], 2015				Date:		[    ], 2015

Exhibit A

Fund Names

Xxxxxxxx Asia Dividend Fund

Xxxxxxxx Asia Focus Fund

Xxxxxxxx Asia Growth Fund

Xxxxxxxx Asia Science and Technology Fund

Xxxxxxxx Asia Small Companies Fund

Xxxxxxxx Asia Strategic Income Fund

Xxxxxxxx Asia ESG Fund

Xxxxxxxx Asia Value Fund

Xxxxxxxx Asian Growth and Income Fund

Xxxxxxxx China Dividend Fund

Xxxxxxxx China Fund

Xxxxxxxx China Small Companies Fund

Xxxxxxxx Emerging Asia Fund

Xxxxxxxx India Fund

Xxxxxxxx Japan Fund

Xxxxxxxx Korea Fund

Xxxxxxxx Pacific Tiger Fund