EXHIBIT h.11
FIRST AMENDMENT TO
SECURITIES LENDING AUTHORIZATION AGREEMENT
FIRST 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 First Amendment (this "Amendment") dated as of February 3, 2006 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.
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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 Amendment shall be effective as of the date first
written above.
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, THE PHOENIX EDGE SERIES FUND, ON
PHOENIX-KAYNE FUNDS, PHOENIX BEHALF OF EACH RESPECTIVE
INVESTMENT TRUST 97, SERIES OF SUCH TRUST AS SET
PHOENIX-XXXXXXXX FUNDS, EQUITY FORTH ON SCHEDULE B, SEVERALLY
TRUST, THE XXXXX FUND, INC., AND AND NOT JOINTLY
THE XXXXX TOTAL RETURN FUND, INC.,
ON BEHALF OF EACH RESPECTIVE SERIES
OF EACH SUCH TRUST AS SET FORTH ON
SCHEDULE B, SEVERALLY AND NOT
JOINTLY
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxxx
Title: President --------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: President
STATE STREET BANK AND TRUST
COMPANY
By: /s/ Xxxx X. Xxxxx
---------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President
2
SCHEDULE B
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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 THIS SCHEDULE B (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 THIS SCHEDULE B and STATE STREET BANK AND TRUST
COMPANY ("State Street")
TAXPAYER
IDENTIFICATION TAX LENDING
TRUST NAME FUND NAME NUMBER YEAR-END LIMITS
---------- --------- ------ -------- ------
PHOENIX SERIES FUND Phoenix Balanced Fund 00-0000000 10/31 27%
Phoenix Capital Growth Fund 00-0000000 10/31 27%
(f.k.a. Phoenix-Xxxxxxxx Capital
Growth Fund)
Phoenix Core Bond Fund 00-0000000 10/31 27%
Phoenix Mid-Cap Growth Fund 00-0000000 10/31 27%
(f.k.a. Phoenix-Xxxxxxxx Mid-Cap
Growth Fund)
Phoenix HighYield Fund (f.k.a. 00-0000000 10/31 27%
Phoenix-Xxxxxxx High Yield Fund)
PHOENIX-KAYNE FUNDS Phoenix Rising Dividends Fund 00-0000000 12/31 24%
(f.k.a. Phoenix-Kayne Rising
Dividends Fund)
Phoenix Small-Mid Cap Fund (f.k.a. 00-0000000 12/31 24%
Phoenix-Kayne Small Cap Fund)
Phoenix Overseas Fund (f.k.a. 00-0000000 12/31 24%
Phoenix-Kayne International Fund)
PHOENIX INVESTMENT TRUST 97 Phoenix Small-Cap Value Fund 00-0000000 8/31 27%
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-Xxxxxxxx Capital Growth 00-0000000 12/31 27%
Series
Phoenix-Xxxxxxx Mulit-Sector Fixed 00-0000000 12/31 27%
Income Series
Phoenix-Lazard International 00-0000000 12/31 27%
Equity Select Series
Phoenix-Aberdeen International 00-0000000 12/31 27%
Series
Phoenix-Xxxxxxxx Strategic 00-0000000 12/31 27%
Allocation Series
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%
