FOURTH AMENDMENT TO MASTER AMENDED AND RESTATED SECURITIES LENDING AUTHORIZATION AGREEMENT Among SPDR SERIES TRUST, SPDR INDEX SHARES, and SSGA ACTIVE TRUST EACH ON BEHALF OF EACH OF ITS RESPECTIVE SERIES AS LISTED ON SCHEDULE B OF THE AGREEMENT,...
Execution Version
FOURTH AMENDMENT TO MASTER AMENDED AND RESTATED
SECURITIES LENDING AUTHORIZATION AGREEMENT
Among
SPDR SERIES TRUST, SPDR INDEX SHARES, and SSGA ACTIVE TRUST
EACH ON BEHALF OF EACH OF ITS RESPECTIVE SERIES
AS LISTED ON SCHEDULE B OF THE AGREEMENT,
SEVERALLY AND NOT JOINTLY,
And
STATE STREET BANK AND TRUST COMPANY
This Fourth Amendment (this “Amendment”) dated November 15, 2021 and effective as of January 1, 2022, is among SPDR SERIES TRUST, SPDR INDEX SHARES, and SSGA ACTIVE TRUST, each an open-end management investment company, organized as a Massachusetts business trust, on behalf of each of its respective series as listed on Schedule B of the Agreement (defined below), severally and not jointly, each a registered management investment company organized and existing under the laws of Massachusetts (the “Trust”) and STATE STREET BANK AND TRUST COMPANY (“State Street”). The Trust, acting on behalf of each of its series, a “Fund” and collectively, the “Funds”.
Reference is made to the Securities Lending Authorization Agreement dated as of January 6, 2017, between the Funds and State Street, as amended and in effect immediately prior to the date of this Amendment (the “Agreement”).
WHEREAS, effective September 23, 2020, the SSGA Master Trust ceased to be an investment company registered under the Investment Company Act of 1940 and as of such date was no longer a party to the Agreement; and
WHEREAS, the Funds and State Street both desire to amend the Agreement as set forth in this Amendment;
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 as follows:
1. Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.
2. Amendment. Schedule A (Schedule of Fees) to the Agreement is hereby deleted in its entirety and replaced with the revised Schedule A attached to this Amendment.
3. Representations and Warranties. Each party hereto represents and warrants that: (a) it has the legal right, power and authority 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.
Execution Version
4. 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 may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts, together, constitute only one (1) instrument. This Amendment shall be construed in accordance with the laws of the Commonwealth of Massachusetts.
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Execution Version
IN WITNESS WHEREOF, the parties hereto execute this Amendment as an instrument under seal by their duly authorized officers by affixing their signatures below.
| SPDR SERIES TRUST, | ||||
| on behalf of each of its respective series as listed on Schedule B, severally and not jointly | ||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | President | |||
| SPDR INDEX SHARES, | ||||
| on behalf of each of its respective series as listed on Schedule B, severally and not jointly | ||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | President | |||
| SSGA ACTIVE TRUST, | ||||
| on behalf of each of its respective series as listed on Schedule B, severally and not jointly | ||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | President | |||
| STATE STREET BANK AND TRUST COMPANY | ||||
| By: | /s/ Xxxxxxxxx Xxxxxxxxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxxxxxxxx | |||
| Title: | Senior Managing Director | |||
Execution Version
Schedule A
This Schedule is attached to and made part of the Securities Lending Authorization Agreement dated the 6th day of January 2017 between SPDR SERIES TRUST, SPDR INDEX SHARES, and SSGA ACTIVE TRUST, EACH ON BEHALF OF EACH OF ITS RESPECTIVE SERIES AS LISTED ON SCHEDULE B, SEVERALLY AND NOT JOINTLY (the “Funds”), and STATE STREET BANK AND TRUST COMPANY acting either directly or through any State Street Affiliates (collectively, “State Street”).
Schedule of Fees
With respect to Gross Revenue* in a given year** up to and including $37,000,000.00:
- Eighty-five percent (85%) payable to the Funds
- Fifteen percent (15%) payable to State Street
With respect to Gross Revenue* in a given year** over $37,000,000.00:
- Ninety percent (90%) payable to the Funds
- Ten percent (10%) payable to State Street
| • | *As used in this Fee Schedule, “Gross Revenue” is defined as the sum of Net Investment Income and Fee Income less Rebate. |
| • | **A year shall run from January 1st to December 31st. |
Each Fund instructs State Street to invest cash Collateral in the State Street Navigator Securities Lending Portfolio II (“Portfolio II”). The management fees for investing in Portfolio II are as set forth in the Confidential Offering Memorandum dated June 19, 2019.
Cash Collateral including money received in respect of cash Collateral may be invested in Portfolio II by State Street. Daily distributions from Portfolio II may be reinvested into Portfolio II until redeemed each month to pay amounts due by the Funds hereunder. Such reinvested earnings may be held in an omnibus account until redeemed monthly. In addition, to the extent that cash Collateral cannot be promptly invested in Portfolio II pursuant to the Fund’s direction above due to the timing of delivery by Borrower or otherwise (including if Portfolio II is not available for any reason), the Fund hereby directs State Street to hold such cash Collateral in a demand deposit account or similar account (which, in each case, may or may not earn interest) until such cash Collateral can be invested in Portfolio II pursuant to the Fund’s direction above or pursuant to a modified direction provided by the Fund in writing and agreed to by State Street if Portfolio II is no longer available. In the event Portfolio II is no longer available for any reason, the Fund covenants and agrees to promptly provide State Street with a modified direction, and in no event later than five (5) business days’ from the date of the Fund becoming aware of Portfolio II’s unavailability. The Fund hereby acknowledges that during the interim period between the unavailability of Portfolio II and the implementation of its modified direction, State Street may recall loans collateralized by cash Collateral in its sole discretion for the purpose of reducing on loan balances. Additionally, the Fund hereby acknowledges that during the interim period between the unavailability of Portfolio II and the implementation of its modified direction, standard reporting relating to cash Collateral may not be available to the Fund.
