SECOND AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT BETWEEN EACH TRUST LISTED ON SCHEDULE B HERETO, ON BEHALF OF EACH RESPECTIVE SERIES OF EACH SUCH TRUST, SEVERALLY AND NOT JOINTLY, AS SET FORTH ON SCHEDULE B AND STATE STREET BANK AND...

SECOND AMENDMENT TO

SECURITIES LENDING AUTHORIZATION AGREEMENT

BETWEEN

EACH TRUST LISTED ON SCHEDULE B HERETO,

ON BEHALF OF EACH RESPECTIVE SERIES OF EACH SUCH TRUST,

SEVERALLY AND NOT JOINTLY, AS SET FORTH ON SCHEDULE B

AND

STATE STREET BANK AND TRUST COMPANY

This Second Amendment (this “Amendment”) dated as of March 1, 2007 is between each of the Trusts Listed on Schedule B hereto (each, a “Trust”), on behalf of each respective series of each such Trust, severally and not jointly, as listed, respectively, on Schedule B (each such series, a “Fund”, and collectively, the “Funds”), and State Street Bank and Trust Company, a Massachusetts trust company, its affiliates or subsidiaries (collectively referred to herein as “State Street”).

Reference is made to a Securities Lending Authorization Agreement dated August 1, 2005 between the Funds and State Street, as in effect on the date hereof prior to giving effect to this Amendment (the “Agreement”). The Funds and State Street both desire to amend the Agreement as set forth below.

For value received, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the Agreement in the following respect:

1. Definitions. All terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

2. Amendment.

The Agreement is hereby amended by deleting Schedule B to the Agreement in its entirety and replacing it with the revised Schedule B attached hereto.

3. Miscellaneous. Except to the extent specifically amended by this Amendment, the provisions of the Agreement shall remain unmodified, and the Agreement is ratified and affirmed as being in full force and effect. This Amendment, the Agreement and the other documents and certificates referred to in the Agreement constitute the entire understanding of the parties with respect to the subject matter thereof and supersede all prior and current understandings and agreements, whether written or oral. This Amendment shall be construed in accordance the laws of the Commonwealth of Massachusetts.

4. Effective Date. This Second Amendment shall be effective as of March 1, 2007.

IN WITNESS WHEREOF, the parties hereto execute this Amendment as an instrument under seal by their duly authorized officers by affixing their signatures below.

EACH OF THE PHOENIX SERIES FUND, PHOENIX ASSET TRUST, PHOENIX INVESTMENT TRUST 97, PHOENIX INVESTMENT TRUST 06, PHOENIX EQUITY TRUST, THE XXXXX FUND, INC., THE XXXXX TOTAL RETURN FUND, INC., AND PHOENIX ADVISER TRUST ON BEHALF OF EACH RESPECTIVE SERIES OF EACH SUCH TRUST AS SET FORTH ON SCHEDULE B, SEVERALLY AND NOT JOINTLY THE PHOENIX EDGE SERIES FUND, ON BEHALF OF EACH RESPECTIVE SERIES OF SUCH TRUST AS SET FORTH ON SCHEDULE B, SEVERALLY AND NOT JOINTLY

By:						By:
Name:		W. Xxxxxxx Xxxxxxx				Name:		W. Xxxxxxx Xxxxxxx
Title:		Chief Financial Officer and Treasurer				Title:		Vice President, Chief Financial Officer, Treasurer and Principal Accounting Officer

STATE STREET BANK AND TRUST COMPANY
By:		/s/ Xxxxxxx Xxx
Name:		Xxxxxxx Xxx
Title:		Senior Managing Director, Securities Finance

Schedule B

This Schedule is attached to and made part of the Securities Lending Authorization Agreement, dated the 1st day of August 2005 between EACH TRUST LISTED ON SCHEDULE B HERETO (each a “Trust”), ON BEHALF OF EACH RESPECTIVE SERIES OF EACH SUCH TRUST (each, a “Fund,” and collectively, the “Funds”), SEVERALLY AND NOT JOINTLY, AS SET FORTH ON SCHEDULE B and STATE STREET BANK AND TRUST COMPANY (“State Street”), as amended.

Trust Name		Fund Name		Taxpayer Identification Number		Tax Year-End		Lending Limits
Phoenix Series Fund		Phoenix Balanced Fund		00-0000000		10/31		27	%
		Phoenix Capital Growth Fund (f.k.a. Phoenix-Xxxxxxxx Capital Growth Fund)		00-0000000		10/31		27	%
		Phoenix Core Bond Fund		00-0000000		10/31		27	%
		Phoenix Mid-Cap Growth Fund (f.k.a. Phoenix-Xxxxxxxx Mid-Cap Growth Fund)		00-0000000		10/31		27	%
		Phoenix HighYield Fund (f.k.a. Phoenix-Xxxxxxx High Yield Fund)		00-0000000		10/31		27	%
Phoenix Asset Trust (f.k.a. Phoenix-Kayne Funds)		Phoenix Rising Dividends Fund (f.k.a. Phoenix-Kayne Rising Dividends Fund)		00-0000000		12/31		24	%
		Phoenix Small-Mid Cap Fund (f.k.a. Phoenix-Kayne Small Cap Fund)		00-0000000		12/31		24	%
Phoenix Investment Trust 97		Phoenix Small-Cap Value Fund		00-0000000		8/31		27	%
Phoenix Investment Trust 06 (f.k.a. The Phoenix-Xxxxxxxx Funds)		Phoenix All-Cap Growth Fund		00-0000000		12/31		27	%
Phoenix Equity Trust		Phoenix Worldwide Strategies Fund		00-0000000		6/30		27	%
The Phoenix Edge Series Fund		Phoenix Capital Growth Series (f.k.a. Phoenix-Xxxxxxxx Capital Growth Series)		00-0000000		12/31		27	%
		Phoenix Multi Sector Fixed Income Series (f.k.a. Phoenix-Xxxxxxx Multi-Sector Fixed Income Series)		00-0000000		12/31		27	%
		Phoenix-Aberdeen International Series		00-0000000		12/31		27	%
		Phoenix Strategic Allocation Series (f.k.a. Phoenix-Xxxxxxxx Strategic Allocation Series)		00-0000000		12/31		27	%
The Xxxxx Fund, Inc.		The Xxxxx Fund, Inc.		00-0000000		12/31		15	%
The Xxxxx Total Return Fund, Inc.		The Xxxxx Total Return Fund, Inc.		00-0000000		12/31		15	%
Phoenix Adviser Trust		Phoenix Foreign Opportunities Fund		00-0000000		2/28		27	%