FIRST AMENDMENT

                                                                    Exhibit h(6)


                                    FIRST AMENDMENT

         AMENDMENT AGREEMENT, effective as of July 1, 2003, by and between
Xxxxxx Xxxx International Equity Fund, (the "Lender") and Investors Bank & Trust
Company, (the "Bank").

         WHEREAS the Lender and Investors Bank entered into an Securities
Lending Agency Agreement dated March 11, 2002 (the "Securities Lending
Agreement"); as amended from time to time, and

         WHEREAS, the Lender and Investors Bank desire to amend the Securities
Lending Agreement as set forth below.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth and for other good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
agree as follows:

1.       AMENDMENTS.

         (a)   Section 5.7 of the Securities Lending Agreement is hereby amended
by deleting Section 5.7 thereof in its entirety and inserting in lieu thereof
the following:

         "In connection with each Securities loan hereunder the Lender shall pay
         to the Bank a fee equal to 20% of (a) net realized income derived from
         Approved Investments, plus (b) any Securities Loan Fee paid or payable
         by the Borrower, minus (c) any Rebate paid by the Bank to the Borrower.
         The Bank is authorized, on a monthly basis, to charge its fee and any
         other amounts owed by the Lender hereunder again the Account and/or
         Collateral Account."

2.       MISCELLANEOUS.

         (a)   Except as amended hereby, the Securities Lending Agreement shall
remain in full force and effect.

         (b)   This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed by its duly authorized officer, as the case may be, as of the date and
year first above written.

                                  INVESTORS BANK & TRUST COMPANY


                                  By:  /s/ XXXXXX X. XXXXXX
                                       ----------------------

                                  Name:  XXXXXX X. XXXXXX
                                        ---------------------

                                  Title: MANAGING DIRECTOR
                                        ---------------------


                                  XXXXXX XXXX INTERNATIONAL EQUITY FUND


                                  By:  /s/ XXXXX XXXXXX & /s/ XXXXXXX XXXXXXXX
                                       ---------------------------------------

                                  Name:  Xxxxx Xxxxxx

                                  Title:  Chief Financial Officer and Treasurer