EX-99.H.5 11 pat81907_ex-h5.txt 1ST AMENDMENT TO SECURITIES LENDING AUTH. AGREE. Exhibit h.5 1st 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. 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. 1 EACH OF THE PHOENIX SERIES FUND, THE PHOENIX EDGE SERIES FUND, PHOENIX-KAYNE FUNDS, PHOENIX INVESTMENT ON BEHALF OF EACH RESPECTIVE TRUST 97, PHOENIX-ENGEMANN FUNDS, SERIES OF SUCH TRUST AS SET PHOENIX EQUITY TRUST, THE ZWEIG FUND, INC., FORTH ON SCHEDULE B, SEVERALLY AND THE ZWEIG TOTAL RETURN FUND, INC., ON AND NOT JOINTLY BEHALF OF EACH RESPECTIVE SERIES OF EACH SUCH TRUST AS SET FORTH ON SCHEDULE B, SEVERALLY AND NOT JOINTLY By: /s/ Daniel T. Geraci ----------------------- Name: Daniel T Geraci By: /s/ Philip K. Polkinghorn Title: President ------------------------------------- Name: Philip K. Polkinghorn Title: President STATE STREET BANK AND TRUST COMPANY By: /s/ John L. Carty ----------------------------- Name: John L. Carty Title: Senior Vice President 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 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 04-2987660 10/31 27% Phoenix Capital Growth Fund (f.k.a. Phoenix-Engemann Capital Growth Fund) 04-2987654 10/31 27% Phoenix Core Bond Fund 04-2987655 10/31 27% Phoenix Mid-Cap Growth Fund (f.k.a. Phoenix-Engemann Mid-Cap Growth Fund) 04-2987666 10/31 27% Phoenix HighYield Fund (f.k.a. Phoenix-Goodwin High Yield Fund) 04-2987667 10/31 27% PHOENIX-KAYNE FUNDS Phoenix Rising Dividends Fund (f.k.a. Phoenix-Kayne Rising Dividends Fund) 95-6981193 12/31 24% Phoenix Small-Mid Cap Fund (f.k.a. Phoenix-Kayne Small Cap Fund) 95-7015400 12/31 24% Phoenix Overseas Fund (f.k.a. Phoenix-Kayne International Fund) 95-7015412 12/31 24% PHOENIX INVESTMENT TRUST 97 Phoenix Small-Cap Value Fund 04-3399200 8/31 27% PHOENIX-ENGEMANN FUNDS Phoenix All-Cap Growth Fund 95-6854473 12/31 27% PHOENIX EQUITY TRUST Phoenix Worldwide Strategies Fund 13-6066130 6/30 27% THE PHOENIX EDGE SERIES FUND Phoenix-Engemann Capital Growth Series 04-2958529 12/31 27% Phoenix-Goodwin Mulit-Sector Fixed Income Series 04-2958532 12/31 27% Phoenix-Lazard International Equity Select Series 03-0467554 12/31 27% Phoenix-Aberdeen International Series 04-3085418 12/31 27% Phoenix-Engemann Strategic Allocation Series 04-2958531 12/31 27% THE ZWEIG FUND, INC. The Zweig Fund, Inc. 13-3353326 12/31 15% THE ZWEIG TOTAL RETURN FUND, INC. The Zweig Total Return Fund, Inc. 13-3474242 12/31 15%