THIRD AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT BETWEEN AMERICAN BEACON FUNDS AND AMERICAN BEACON INSTITUTIONAL FUNDS TRUST, EACH ON BEHALF OF ITS RESPECTIVE SERIES, AS LISTED ON SCHEDULE B AND STATE STREET BANK AND TRUST COMPANY
Exhibit 99.(h)(2)(D)
THIRD AMENDMENT TO
SECURITIES LENDING AUTHORIZATION AGREEMENT
BETWEEN
AMERICAN BEACON FUNDS AND AMERICAN BEACON INSTITUTIONAL FUNDS TRUST, EACH ON BEHALF OF ITS RESPECTIVE SERIES, AS LISTED ON SCHEDULE B
AND
STATE STREET BANK AND TRUST COMPANY
This Third Amendment (this “Amendment”) dated December 31, 2018 is between each AMERICAN BEACON investment company listed on Schedule B (each, a “Trust”), severally and not jointly, each acting solely on behalf of its series listed on Schedule B, severally and not jointly (a Trust acting on behalf of one of its series, a “Fund,” and the Trusts acting on behalf of their respective series, collectively, the “Funds”), and STATE STREET BANK AND TRUST COMPANY, acting either directly or through any State Street affiliates (collectively “State Street”).
Reference is made to a Securities Lending Authorization Agreement dated the 16th day of February 2017, as in effect immediately prior to the date of this Amendment Street (the “Agreement”), between the Funds and State Street.
WHEREAS, the Trust and State Street desire to amend 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 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 B to the Agreement is hereby amended by deleting it in its entirety and replacing it with the revised Schedule B attached to this Amendment.
Schedule C to the Agreement is hereby amended by deleting it in its entirety and replacing it with the revised Schedule C 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 the Agreement will at all times comply with all applicable laws and regulations. Each of American Beacon Institutional Funds Trust and American Beacon Funds represents and warrants it has taken all necessary action to join the Agreement and that the Agreement, as amended hereby, is a legal, valid and binding Agreement enforceable per its terms and further makes each representations and warranty made by a Fund included in the Agreement.
4. Governing Law; Miscellaneous. This Amendment shall be governed and construed in accordance with the governing law of the Agreement. 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.
5. Effective Date. This Amendment shall be effective as of the date first written above.
IN WITNESS WHEREOF, the parties hereto execute this Third Amendment by affixing their duly authorized signatures below.
| EACH TRUST, acting solely on behalf of each of its respective series as listed on Schedule B, severally and not jointly |
STATE STREET BANK AND TRUST COMPANY
| |||
| By: | /s/ Xxxx X. Xxxxxxx | By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxx X. Xxxxxxx | Name: | Xxxxx X Xxxxx | |
| Title: | Vice President | Title: | Managing Director | |
Amended and Restated
Schedule B
This Amended and Restated Schedule is attached to and made part of the Securities Lending Authorization Agreement dated the 16th day of February 2017 between each AMERICAN BEACON investment company listed on Schedule B (each, a “Trust”), severally and not jointly, each acting solely on behalf of its series listed on Schedule B, severally and not jointly (a Trust acting on behalf of one of its series, a “Fund,” and the Trusts acting on behalf of their respective series, collectively, the “Funds”), and STATE STREET BANK AND TRUST COMPANY acting either directly or through any State Street Affiliates (collectively, “State Street”).
List of Trusts and Funds
| Trust Name and Jurisdiction | Fund Name | Taxpayer Identification Number | Fiscal Year End |
| American Beacon Funds, a Massachusetts business trust | American Beacon Balanced Fund | 00-0000000 | 31-Oct |
| American Beacon Funds, a Massachusetts business trust | American Beacon Large Cap Value Fund | 00-0000000 | 31-Oct |
| American Beacon Funds, a Massachusetts business trust | American Beacon Mid-Cap Value Fund | 00-0000000 | 31-Oct |
| American Beacon Funds, a Massachusetts business trust | American Beacon Small Cap Value Fund | 00-0000000 | 31-Oct |
| American Beacon Funds, a Massachusetts business trust | American Beacon Bridgeway Large Cap Value Fund | 00-0000000 | 31-Dec |
| American Beacon Funds, a Massachusetts business trust | American Beacon Bridgeway Large Cap Growth Fund | 00-0000000 | 31-Dec |
| American Beacon Funds, a Massachusetts business trust | American Beacon HSMP Quality Growth Fund | 00-0000000 | 31-Dec |
| American Beacon Funds, a Massachusetts business trust | American Beacon Xxxxxxxx Mid-Cap Growth Fund | 00-0000000 | 31-Dec |
| American Beacon Funds, a Massachusetts business trust | American Beacon Xxxxxxxx Small Cap Growth Fund | 00-0000000 | 31-Dec |
| American Beacon Funds, a Massachusetts business trust | American Beacon Xxxx & Xxxxxx Small Cap Growth Fund | 00-0000000 | 31-Dec |
| American Beacon Funds, a Massachusetts business trust | American Beacon Zebra Small Cap Equity Fund | 00-0000000 | 31-Aug |
| Trust Name and Jurisdiction | Fund Name | Taxpayer Identification Number | Fiscal Year End |
| American Beacon Funds, a Massachusetts business trust | American Beacon The London Company Income Equity Fund | 00-0000000 | 31-Aug |
| American Beacon Funds, a Massachusetts business trust | American Beacon International Equity Fund | 00-0000000 | 31-Oct |
| American Beacon Funds, a Massachusetts business trust | American Beacon Acadian Emerging Markets Managed Volatility Fund | 00-0000000 | 31-Jan |
| American Beacon Funds, a Massachusetts business trust | American Beacon SGA Global Growth Fund | 00-0000000 | 31-Jan |
| American Beacon Funds, a Massachusetts business trust | American Beacon ARK Transformational Innovation Fund | 00-0000000 | 30-Jun |
| American Beacon Funds, a Massachusetts business trust | American Beacon Alpha Quant Core Fund | 00-0000000 | 30-Jun |
| American Beacon Funds, a Massachusetts business trust | American Beacon Alpha Quant Dividend Fund | 00-0000000 | 30-Jun |
| American Beacon Funds, a Massachusetts business trust | American Beacon Alpha Quant Quality Fund | 00-0000000 | 30-Jun |
| American Beacon Funds, a Massachusetts business trust | American Beacon Alpha Quant Value Fund | 00-0000000 | 30-Jun |
| American Beacon Funds, a Massachusetts business trust | American Beacon Xxxxxxx Equity Opportunities Fund | 00-0000000 | 30-Jun |
| American Beacon Funds, a Massachusetts business trust | American Beacon Xxxxxxx XXXX Cap Equity Fund | 00-0000000 | 30-Jun |
| American Beacon Institutional Funds Trust, a Delaware business trust | American Beacon Diversified Fund | 00-0000000 | 31-Oct |
| American Beacon Funds, a Massachusetts business trust | American Beacon Tocqueville International Value Fund | 00-0000000 | 31-Oct |
| American Beacon Funds, a Massachusetts business trust | American Beacon Continuous Capital Emerging Markets Value Fund | 00-0000000 | 31-Jan |
Schedule C
This Amended and Restated Schedule is attached to and made part of the Securities Lending Authorization Agreement dated the 16th day of February 2017 between each AMERICAN BEACON investment company listed on Schedule B (each, a “Trust”), severally and not jointly, each acting solely on behalf of its series listed on Schedule B, severally and not jointly (a Trust acting on behalf of one of its series, a “Fund,” and the Trusts acting on behalf of their respective series, collectively, the “Funds”), and STATE STREET BANK AND TRUST COMPANY acting either directly or through any State Street Affiliates (collectively, “State Street”).
| Australia | |
| Australia and New Zealand Banking Group Ltd. | |
| Citigroup Global Markets Australia Pty Limited | |
| Commonwealth Bank of Australia | |
| Credit Suisse Equities (Australia) Limited | |
| Deutsche Capital Markets Australia Ltd. | |
| Deutsche Securities Australia Ltd. | |
| X.X. Xxxxxx Securities Australia Limited | |
| MacQuarie Bank Ltd. | |
| Xxxxxxx Xxxxx Equities (Australia) Limited | |
| Xxxxxx Xxxxxxx Australia Securities Limited | |
| National Australia Bank Limited | |
| Royal Bank of Canada (Sydney Branch) | |
| UBS AG (Sydney Branch) | |
| Westpac Banking Corporation | |
| Canada | |
| Bank of Montreal | |
| Bank of Nova Scotia | |
| BMO Xxxxxxx Xxxxx Inc. | |
| Canadian Imperial Bank of Commerce | |
| CIBC World Markets Inc. | |
| HSBC Securities (Canada) Inc. | |
| Xxxxxxx Xxxxx Canada Inc. | |
| National Bank Financial Inc. | |
| National Bank of Canada | |
| Ontario Teachers’ Pension Plan Board | |
| Public Sector Pension Investment Board | |
| RBC Dominion Securities Inc. | |
| Royal Bank of Canada | |
| Scotia Capital Inc. | |
| Societe Generale (Canada Branch) | |
| Xxxxx Xxxxxx Xxxx & Xxxxx Xx. (Xxxxxx Branch) (ECM) | |
| TD Securities Inc. | |
| The Bank of Nova Scotia (Toronto) | |
| Toronto-Dominion Bank |
| Denmark | |
| Danske Bank A/S | |
| France | |
| BNP Paribas (Paris Branch) | |
| BNP Paribas Arbitrage SNC | |
| BNP Paribas SA | |
| Natixis | |
| SG Options Europe | |
| Societe Generale SA | |
| Germany | |
| Commerzbank AG | |
| Deutsche Bank AG | |
| SEB AG (Frankfurt Branch) | |
| Ireland | |
| Bank of Montreal Ireland PLC | |
| Netherlands | |
| ABN AMRO Bank N.V. | |
| Cooperatieve Centrale Raiffeisen-Boerenleenbank BA (Rabobank Nederland) | |
| ING Bank NV | |
| Sweden | |
| Skandinaviska Enskilda Banken | |
| Switzerland | |
| UBS AG | |
| U.K. | |
| Abbey National Treasury Services plc | |
| Bank of Nova Scotia (London Branch) | |
| Barclays Bank plc | |
| Barclays Capital Securities Limited | |
| BMO Capital Markets Limited | |
| BNP Paribas (London Branch) | |
| Canadian Imperial Bank of Commerce (London Branch) | |
| Citigroup Global Markets Limited | |
| Commerzbank AG (London Branch) | |
| Credit Suisse Securities (Europe) Limited. | |
| Daiwa Capital Markets Europe Limited | |
| Deutsche Bank AG (London Branch) | |
| Xxxxxxx Xxxxx International | |
| HSBC Bank plc | |
| ING Bank N.V. (London Branch) | |
| Jefferies International Ltd. | |
| XX Xxxxxx Securities PLC | |
| Lloyds Bank PLC | |
| MacQuarie Bank Ltd. (London Branch) | |
| Xxxxxxx Xxxxx International | |
| Mizuho International Plc | |
| Xxxxxx Xxxxxxx & Co. International plc. | |
| Nomura International PLC |
| Rabobank Nederland | |
| RBC Europe Limited | |
| Scotiabank Europe PLC | |
| Societe Generale SA (London Branch) | |
| Standard Chartered Bank | |
| State Street Bank GMBH (London Branch) | |
| UBS AG (London Branch) | |
| UBS Limited | |
| Santander UK PLC | |
| Lloyds Bank Corporate Markets PLC | |
| U.S. | |
| Abbey National Treasury Services Plc (US Branch) | |
| Bank of Nova Scotia (Houston Branch) | |
| Bank of Nova Scotia (New York Branch) | |
| Barclays Capital Inc. | |
| BMO Capital Markets Corp. | |
| BNP Paribas (New York Branch) | |
| BNP Paribas Prime Brokerage, Inc. | |
| BNP Paribas Securities Corporation | |
| Xxxxxxx Xxxxxx & Co Inc. | |
| CIBC World Markets Corp. | |
| Citigroup Global Markets Inc. | |
| Commerz Markets LLC | |
| Credit Agricole Corporate and Investment Bank (New York Branch) | |
| Credit Suisse Securities (USA) LLC | |
| Daiwa Capital Markets America Inc. | |
| Deutsche Bank Securities Inc. | |
| Xxxxxxx Sachs & Co. | |
| HSBC Securities (USA) Inc. | |
| Industrial and Commercial Bank of China Financial Services LLC | |
| ING Financial Markets LLC | |
| Xxxxxx Xxxxxxxxxx Xxxxx LLC | |
| Xxxxxxxxx LLC | |
| XX Xxxxxx Securities LLC. | |
| MacQuarie Capital (USA) Inc. | |
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Inc. | |
| Mitsubishi UFJ Securities (USA) Inc. | |
| Mizuho Securities USA Inc. | |
| Xxxxxx Xxxxxxx & Co. LLC | |
| National Financial Services LLC. | |
| Natixis Securities Americas, LLC | |
| Nomura Securities International Inc. | |
| Xxxxxxx Xxxxx & Associates, Inc. | |
| RBC Capital Markets, LLC | |
| RBS Securities Inc. | |
| Xxxxxxx X. Xxxxxxxxx & Co., LLC | |
| Scotia Capital (USA) Inc. |
| SG Americas Securities LLC | |
| Societe Generale SA (NY Branch) | |
| State Street Bank & Trust Company | |
| State Street Corporation | |
| TD Ameritrade Clearing Inc. | |
| TD Securities (USA) LLC | |
| UBS Securities LLC | |
| Xxxxx Fargo Bank National Association | |
| Xxxxx Fargo Securities, LLC | |
| Banco Santander, S.A. (NY Branch) | |
| BofAML Securities, Inc. |
