FIFTEENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT BETWEEN MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II ON BEHALF OF THEIR RESPECTIVE...
Exhibit (h)(23)
FIFTEENTH AMENDMENT TO THE SECOND AMENDED
AND RESTATED
SECURITIES LENDING AGENCY AGREEMENT
BETWEEN
MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS,
MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II
ON BEHALF OF THEIR RESPECTIVE INDIVIDUAL SERIES LISTED ON SCHEDULE A
AND
STATE STREET BANK AND TRUST COMPANY
This Fifteenth Amendment (this "Amendment") dated April 4, 2019 is between each of MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II on behalf of their respective individual series listed on Schedule A to the Agreement (as defined below), which may be amended from time to time, (each a “Fund” or “Lender” hereunder) and STATE STREET BANK AND TRUST COMPANY, a trust company organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) acting either directly or through its subsidiaries or affiliates.
Reference is made to a Second Amended and Restated Securities Lending Agency Agreement effective as of July 31, 2012, between the Funds and the Bank, as amended, and as in effect on the date immediately prior to giving effect to this Amendment (the "Agreement").
WHEREAS, each Fund and the Bank desire to amend the Agreement to authorize the Bank to accept certain types of non-cash Collateral on behalf of each Fund; and
WHEREAS, each Fund and the Bank desire to amend Schedule A and the Approved Borrowers Schedule of the Agreement as set forth below.
NOW THEREFORE, 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. Amendments.
| (i) | Subsection 1.8 (Collateral) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following new definition: |
“1.8 ‘Collateral’ shall mean cash (US currency), United States treasuries, and United States agencies, in each case delivered by a Borrower to secure its obligations under a Securities Borrowing Agreement.”
| (ii) | Subsection 1.17 (Securities Loan Fee) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following new definition: |
“1.17 ‘Securities Loan Fee’ means any fee income received from a Borrower, including, without limitation, negative Rebates paid by a Borrower in connection with Securities loans, premiums in connection with non-cash Collateral and fees in connection with fee for hold or other arrangements.”
| (iii) | Section 1 (Definitions) of the Agreement is hereby amended by adding the following new defined term in appropriate alphabetical order and renumbering all subsequent defined terms: |
“‘Net Investment Income’ means income (including Distributions) distributed in respect of the investment of Cash Collateral, net of applicable fees, charges and expenses properly charged by the relevant investment vehicle in which such Cash Collateral is invested.”
| (iv) | Subsection 4.1 (Loan Initiation) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following new provision: |
“4.l Loan Initiation. From time to time the Bank may lend Securities to Borrowers and deliver such Securities against receipt of Collateral in accordance with the applicable Securities Borrowing Agreement. The Bank shall not initiate a loan hereunder if, as a result of such loan, the Lender shall have more than 33% of its assets subject to loans.”
| (v) | Subsection 4.2 (Receipt of Collateral; Approved Investments) of the Agreement is hereby amended by adding the following new sub-provision: |
“(d) To the extent that a Loan is secured by non-cash Collateral, the Borrower shall be required to pay a loan premium, the amount of which shall be negotiated by the Bank. There may be instances in which the loan premium is zero on any particular day.”
| (vi) | Subsection 5.7 (Agent’s Fee) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following new provision: |
“5.7 Agent’s Fee. Net Investment Income and Securities Loan Fee shall be credited to the Lender’s Collateral Account, on a monthly basis, only after making the following payments on behalf of the Lender: (i) Rebates shall be paid to Borrowers in accordance with the applicable Securities Borrowing Agreements; and (ii) a fee equal to fifteen percent (15%) of any remaining Net Investment Income and Securities Loan Fee after payment of the amounts set forth in clause (i) shall be paid to the Bank (as compensation for its services under this Agreement). In the event that for a given monthly period, the sum of Net Investment Income and Securities Loan Fee is less than the amount of the Rebates payable to Borrowers pursuant to the applicable Securities Borrowing Agreements, the Bank and the Lender shall be responsible for the shortfall in the same proportions as set forth in this Section 5.7. The Lender shall be responsible for any and all other amounts due to Borrowers under the applicable Securities Borrowing Agreements. For the avoidance of doubt, any taxes required to be withheld at source from Securities Loan Fee shall be deducted from the amount credited to the Lender’s Collateral Account as described in this Section 5.7 (i.e., from the amount credited after payment of the amounts identified in clauses (i) and (ii) above), and to the extent that such amount is less than the amount of such taxes, then the Lender shall be responsible for any shortfall.
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| (vii) | Schedule A (Schedule of Funds) to the Agreement is hereby amended by deleting it in its entirety and replacing it with the revised Schedule A attached to this Amendment. |
| (viii) | The Approved Borrowers Schedule to the Agreement is hereby amended by deleting it in its entirety and replacing it with the revised Approved Borrowers Schedule attached to this Amendment. |
3. Representations and Warranties. Each party hereto represents and warrants that (a) it has the power to execute and deliver this Amendment, to enter into the transactions contemplated hereby, and to perform its obligations hereunder; (b) it has taken all necessary action to authorize such execution, delivery, and performance; (c) this Amendment constitutes a legal, valid and binding obligation enforceable against it; and (d) the execution, delivery, and performance by it of this Amendment will at all times comply with all applicable laws and regulations.
4. Miscellaneous. Except to the extent specifically amended by this Amendment, the provisions of the Agreement shall remain unmodified and in full force and effect. This Amendment shall be construed in accordance with the laws of The Commonwealth of Massachusetts.
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5. Effective Date. This Amendment is effective as of the date first written above.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective corporate officers, thereunto duly authorized.
| MASSMUTUAL SELECT FUNDS | STATE STREET BANK AND TRUST COMPANY | |||
| By: | /s/ Xxxxx Xxxxxxxxx | By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxxxxxx | Name: Xxxxx Xxxxx | |||
| Title: CFO and Treasurer | Title: Managing Director | |||
| MASSMUTUAL PREMIER FUNDS | ||||
| By: | /s/ Xxxxx Xxxxxxxxx | |||
| Name: Xxxxx Xxxxxxxxx | ||||
| Title: CFO and Treasurer | ||||
| MML SERIES INVESTMENT FUND | ||||
| By: | /s/ Xxxxx Xxxxxxxxx | |||
| Name: Xxxxx Xxxxxxxxx | ||||
| Title: CFO and Treasurer | ||||
| MML SERIES INVESTMENT FUND II | ||||
| By: | Xxxxx Xxxxxxxxx | |||
| Name: Xxxxx Xxxxxxxxx | ||||
| Title: CFO and Treasurer | ||||
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Schedule A
This Schedule is attached to and made part of the Second Amended and Restated Securities Lending Agency Agreement dated the 31st day of July, 2012 between each of MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II on behalf of their respective individual series listed on Schedule A and STATE STREET BANK AND TRUST COMPANY, as amended.
MASSMUTUAL SELECT FUNDS
| Fund Series Name | Tax
Identification No. | Tax Year End | ||
| MassMutual RetireSMARTSM by JPMorgan 2020 Fund | 00-0000000 | 30-Sep | ||
| MassMutual RetireSMARTSM by JPMorgan 2025 Fund | 00-0000000 | 30-Sep | ||
| MassMutual RetireSMARTSM by JPMorgan 2030 Fund | 00-0000000 | 30-Sep | ||
| MassMutual RetireSMARTSM by JPMorgan 2035 Fund | 00-0000000 | 30-Sep | ||
| MassMutual RetireSMARTSM by JPMorgan 2040 Fund | 00-0000000 | 30-Sep | ||
| MassMutual RetireSMARTSM by JPMorgan 2045 Fund | 00-0000000 | 30-Sep | ||
| MassMutual RetireSMARTSM by JPMorgan 2050 Fund | 00-0000000 | 30-Sep | ||
| MassMutual RetireSMARTSM by JPMorgan 2055 Fund | 00-0000000 | 30-Sep | ||
| MassMutual RetireSMARTSM by JPMorgan 2060 Fund | 00-0000000 | 30-Sep | ||
| MassMutual RetireSMARTSM Conservative Fund | 00-0000000 | 30-Sep | ||
| MassMutual RetireSMARTSM Growth Fund | 00-0000000 | 30-Sep | ||
| MassMutual RetireSMARTSM by JPMorgan In Retirement Fund | 00-0000000 | 30-Sep | ||
| MassMutual RetireSMARTSM Moderate Fund | 00-0000000 | 30-Sep | ||
| MassMutual RetireSMARTSM Moderate Growth Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select BlackRock Global Allocation Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select Blue Chip Growth Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select Diversified Value Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select Equity Opportunities Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select Fundamental Growth Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select Fundamental Value Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select Growth Opportunities Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select Mid Cap Growth Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select Mid-Cap Value Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select Overseas Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select Small Cap Growth Equity Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select Small Cap Value Equity Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select Small Company Value Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select Strategic Bond Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select Total Return Bond Fund | 00-0000000 | 30-Sep | ||
| MM MSCI EAFE® International Index Fund | 00-0000000 | 30-Sep | ||
| XX Xxxxxxx 2000® Small Cap Index Fund | 00-0000000 | 30-Sep | ||
| MM S&P 500® Index Fund | 00-0000000 | 30-Sep | ||
| MM S&P® Mid Cap Index Fund | 00-0000000 | 30-Sep | ||
| MM Select Equity Asset Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Bond Asset Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Emerging Markets Bond Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price International Equity Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Large Cap Blend Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Limited Duration Inflation Focused Bond Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Real Assets Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Small and Mid Cap Blend Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price U.S. Treasury Long-Term Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Retirement Balanced Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Retirement 2005 Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Retirement 2010 Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Retirement 2015 Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Retirement 2020 Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Retirement 2025 Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Retirement 2030 Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Retirement 2035 Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Retirement 2040 Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Retirement 2045 Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Retirement 2050 Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Retirement 2055 Fund | 00-0000000 | 30-Sep | ||
| MassMutual Select X. Xxxx Price Retirement 2060 Fund | 00-0000000 | 30-Sep |
| Fund Series Name | Tax
Identification No. | Tax Year End | ||
| MassMutual Premier Balanced Fund | 00-0000000 | 30-Sep | ||
| MassMutual Premier Core Bond Fund | 00-0000000 | 30-Sep | ||
| MassMutual Premier Disciplined Growth Fund | 00-0000000 | 30-Sep | ||
| MassMutual Premier Disciplined Value Fund | 00-0000000 | 30-Sep | ||
| MassMutual Premier Diversified Bond Fund | 00-0000000 | 30-Sep | ||
| MassMutual Premier Global Fund | 00-0000000 | 30-Sep | ||
| MassMutual Premier High Yield Fund | 00-0000000 | 30-Sep | ||
| MassMutual Premier Inflation-Protected and Income Fund | 00-0000000 | 30-Sep | ||
| MassMutual Premier International Equity Fund | 00-0000000 | 30-Sep | ||
| MassMutual Premier Main Street Fund | 00-0000000 | 30-Sep | ||
| MassMutual Premier Short-Duration Bond Fund | 00-0000000 | 30-Sep | ||
| MassMutual Premier Small Cap Opportunities Fund | 00-0000000 | 30-Sep | ||
| MassMutual Premier Strategic Emerging Markets Fund | 00-0000000 | 30-Sep | ||
| MassMutual Premier U.S. Government Money Market Fund | 00-0000000 | 30-Sep |
MML SERIES INVESTMENT FUND
| Fund Series Name | Tax Identification No. | Tax Year End | ||
| MML Aggressive Allocation Fund | 00-0000000 | 31-Dec | ||
| MML American Funds Core Allocation Fund | 00-0000000 | 31-Dec | ||
| MML American Funds Growth Fund | 00-0000000 | 31-Dec | ||
| MML American Funds International Fund | 00-0000000 | 31-Dec | ||
| MML Balanced Allocation Fund | 00-0000000 | 31-Dec | ||
| MML Blue Chip Growth Fund | 00-0000000 | 31-Dec | ||
| MML Conservative Allocation Fund | 00-0000000 | 31-Dec | ||
| MML Equity Income Fund | 00-0000000 | 31-Dec | ||
| MML Equity Index Fund | 00-0000000 | 31-Dec | ||
| MML Focused Equity Fund | 00-0000000 | 31-Dec | ||
| MML Foreign Fund | 00-0000000 | 31-Dec | ||
| MML Fundamental Growth Fund | 00-0000000 | 31-Dec | ||
| MML Fundamental Value Fund | 00-0000000 | 31-Dec | ||
| MML Global Fund | 00-0000000 | 31-Dec | ||
| MML Growth & Income Fund | 00-0000000 | 31-Dec | ||
| MML Growth Allocation Fund | 00-0000000 | 31-Dec | ||
| MML Income & Growth Fund | 00-0000000 | 31-Dec | ||
| MML International Equity Fund | 00-0000000 | 31-Dec | ||
| MML Large Cap Growth Fund | 00-0000000 | 31-Dec | ||
| MML Managed Volatility Fund | 00-0000000 | 31-Dec | ||
| MML Mid Cap Growth Fund | 00-0000000 | 31-Dec | ||
| MML Mid Cap Value Fund | 00-0000000 | 31-Dec | ||
| MML Moderate Allocation Fund | 00-0000000 | 31-Dec | ||
| MML Small Cap Growth Equity Fund | 00-0000000 | 31-Dec | ||
| MML Small Company Value Fund | 00-0000000 | 31-Dec | ||
| MML Small/Mid Cap Value Fund | 00-0000000 | 31-Dec | ||
| MML Total Return Bond Fund | 00-0000000 | 31-Dec | ||
MML SERIES INVESTMENT FUND II
| Fund Series Name | Tax
Identification No. | Tax Year End | ||
| MML Asset Momentum Fund | 00-0000000 | 31-Dec | ||
| MML Blend Fund | 00-0000000 | 31-Dec | ||
| MML Dynamic Bond Fund | 00-0000000 | 31-Dec | ||
| MML Equity Fund | 00-0000000 | 31-Dec | ||
| MML Equity Rotation Fund | 00-0000000 | 31-Dec | ||
| MML High Yield Fund | 00-0000000 | 31-Dec | ||
| MML Inflation-Protected and Income Fund | 00-0000000 | 31-Dec | ||
| MML Managed Bond Fund | 00-0000000 | 31-Dec | ||
| MML Short-Duration Bond Fund | 00-0000000 | 31-Dec | ||
| MML Small Cap Equity Fund | 00-0000000 | 31-Dec | ||
| MML Special Situations Fund | 00-0000000 | 31-Dec | ||
| MML Strategic Emerging Markets Fund | 00-0000000 | 31-Dec |
This Schedule is attached to and made part of the Second Amended and Restated Securities Lending Agency Agreement dated the 31st day of July, 2012 between each of MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II on behalf of their respective individual series listed on Schedule A and STATE STREET BANK AND TRUST COMPANY, as amended.
Approved Borrowers Schedule
Australia
Australia and New Zealand Banking Group Ltd.
Commonwealth Bank of Australia
National Australia Bank Ltd.
Westpac Banking Corporation
Canada
Canadian Imperial Bank of Commerce
Royal Bank of Canada
Toronto-Dominion Bank
France
BNP Paribas SA
Natixis
Societe Generale SA
Germany
Deutsche Bank AG
Netherlands
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA (Rabobank Nederland)
Switzerland
UBS AG
U.K.
Barclays Bank plc
Xxxxxxx Xxxxx International
ING Bank N.V. (London Branch)
Xxxxxx Xxxxxxx & Co. International plc.
Royal Bank of Scotland PLC
Approved Borrowers Schedule Continued
U.S.
Barclays Capital Inc.
BMO Capital Markets Corp.
BofA Securities, Inc.1
BNP Paribas Prime Brokerage, Inc.
BNP Paribas Securities Corporation
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
Xxxxxxx Sachs & Co.
ING Financial Markets LLC
XX Xxxxxx Securities LLC.
MacQuarie Capital (USA) Inc.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Inc.1
Xxxxxx Xxxxxxx & Co. LLC
National Financial Services LLC.
NatWest Markets Securities Inc.
RBC Capital Markets, LLC
Scotia Capital (USA) Inc.
SG Americas Securities LLC
UBS Securities LLC
Xxxxx Fargo Bank National Association
1 Bank of America Xxxxxxx Xxxxx (“BAML”) is reorganizing its U.S. broker-dealer operations (the “Reorganization”). In connection with such Reorganization, BAML’s institutional Global Banking and Markets business will move to a new legal entity, BofA Securities, Inc. (“BofA Securities”). BAML expects the Reorganization to be completed as of a date in the second quarter of 2019 (“Transfer Date”). Upon the Transfer Date, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Inc. (“MLPF&S”) will cease to be a borrower and BofA Securities will be added as a borrower. Outstanding loans to MLPF&S will novate to BofA Securities.
