Exhibit (9)(j)(2)
THIRD AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT
THIRD AMENDMENT dated as of May 11, 1998 between STATE STREET BANK AND
TRUST COMPANY ("State Street") and XXXXXXX X. XXXXXXXXX FUND, INC., on behalf of
the International Value Portfolio (in such capacity, the "Client").
WHEREAS, State Street and the Client are party to a Securities Lending
Authorization Agreement dated as of the 17th day of July, 1996 (as amended from
time to time, the "Agreement");
WHEREAS, Section 20 of the Agreement allows the Agreement to be
modified at any time by a writing signed by the party against whom enforcement
is sought; and
WHEREAS, State Street and Client wish to amend Schedule 7.3-A to the
Agreement, which lists the Approved Repo Counterparties;
NOW THEREFORE, the parties hereto hereby agree that Schedule 7.3-A to
the Agreement shall be amended by deleting the reference to "NationsBanc Capital
Markets Inc." (currently doing business as NationsBanc Xxxxxxxxxx Securities
LLC). Capitalized terms used herein but not defined herein shall have the
meaning assigned thereto in the Agreement. Except as herein provided, the
Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed and delivered as of the day and year first above written.
XXXXXXX X. XXXXXXXXX FUND, INC., on
behalf of the International Value Portfolio
By: Xxxx Xxxxx Xxxx
Title: Secretary
STATE STREET BANK AND TRUST COMPANY
By: Xxxxxx Xxxxxxx
Title: Senior Vice President