NINTH AMENDMENT TO AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Exhibit 99.(h)(5)(F)
NINTH AMENDMENT TO
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
This Ninth Amendment to Amended and Restated Administrative Services Agreement (the
"Amendment") is made as of February 11, 2016 by and among AMERICAN BEACON FUNDS, a Massachusetts business trust
(the "Trust"), AMERICAN BEACON ADVISORS, INC., a Delaware corporation ("ABA"), and STATE STREET
BANK AND TRUST COMPANY, a Massachusetts trust company ("State Street").
WHEREAS, the Trust, American Beacon Master Trust, a Massachusetts business Trust, ABA, and State Street entered into an Amended and Restated Administrative Services Agreement dated as of March 1, 2005 (as amended, supplemented, restated or otherwise modified, the "Agreement");
WHEREAS, the Agreement was terminated with respect to American Beacon Master Trust as of December 7, 2010; and
WHEREAS, the parties desire to amend certain provisions of the Agreement in order to provide cash equitization services for the American Beacon Grosvenor Long/Short Fund (the “Grosvenor Fund”), as more particularly set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:
1. Amendment to Agreement.
Schedule A of the Agreement is hereby deleted and replaced with Schedule A attached hereto. Schedule B of the Agreement is hereby deleted in its entirety. Any changes to the equitization percentage, futures contracts weights, or futures contracts used for the American Beacon Grosvenor Fund must be communicated to State Street, using the letter template attached hereto as Appendix I at least two days prior to the intended effective date of those changes.
2. Miscellaneous.
(a) Except as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
(b) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.
on behalf of its series listed on Schedule A, Sec. IV, severally and not jointly
By: /s/ Xxxx X. Needles, Jr.
Xxxx X. Needles, Jr.
President
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Treasurer
AMERICAN BEACON ADVISORS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
Secretary
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
Executive Vice President
SCHEDULE A
TO THE
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Updated: February 11, 2016
Statement of Intent/Operating Procedures
State Street Bank and Trust Company ("State Street") shall fulfill its duties set forth in the Amended and
Restated Administrative Services Agreement dated March 1, 2005 (as amended, supplemented, restated or otherwise modified, the
"Agreement") by and among American Beacon Funds (the "Trust"), American Beacon Advisors, Inc. ("ABA"),
and State Street in accordance with the following:
I. Scope of the Engagement.
The Trust is seeking to equitize the cash balances of certain of its mutual fund series (each, a "Fund"). ABA, as authorized by the Trust, will manage the underlying cash balances and has directed State Street under the terms of the Agreement to purchase or sell futures or forwards contracts to maintain appropriate equity and currency exposure as directed by ABA under the Agreement, as amended. State Street will not be responsible for providing reporting on any of the underlying funds.
ABA hereby directs State Street to equitize a percentage of the cash balance of each Fund as specified in Section V. in order to maintain exposure for each Fund's liquid assets on a daily basis.
With respect to the Grosvenor Fund, ABA hereby authorizes and instructs State Street to accept written direction from either
ABA or Grosvenor Capital Management, L.P. (“GCM”), the fund’s lead subadviser, for any changes to the Grosvenor
Fund equitization percentage or futures contracts used. Any changes to the Grosvenor Fund equitization percentage or futures contracts
used must be communicated to State Street, using the letter template provided by State Street and attached hereto as Appendix
I, at least two days prior to the intended effective date of those changes. Such changes shall become a material part of this
Statement of Intent/Operating Procedure unless and until further modified in writing.
For Funds other than the Grosvenor Fund, the cash balance shall be the total cash balance of the Fund at the composite fund level, which includes cash of the control account and each underlying subadvisor sleeve. For the Grosvenor Fund, the cash balance shall be only the cash balance of the control account. In determining the cash balance of a Fund other than the Grosvenor Fund, State Street is hereby instructed by ABA to exclude the dollar value of pending securities buys and include the dollar value of pending securities sells for such Fund.
For the Funds to be equitized, the equitized percentages, the futures contracts used, and the list of approved futures commission merchants are listed in Sections V, VI, and VII.
II. Implementation.
For a new Account of a Fund ABA will direct State Street to equitize any initial portfolio cash balances, and, on an ongoing basis, State Street will buy and/or sell the appropriate number of approved contracts to reflect changes in the underlying cash balances using the procedures listed in Section III of this Schedule A. Such procedures may be modified by amending the Agreement. With respect to the American Beacon International Equity Fund, a series of the Trust, ABA hereby instructs that contracts to be purchased from the list set forth in Section VI of this Schedule A be purchased substantially in proportion to the capitalization weights of the eleven (11) countries as they comprise the Xxxxxx Xxxxxxx Capital International Europe, Asia and Far East Index plus Canada, excluding U.S. (the "EAFE Index").
III. Daily Operating Procedures
Morning | State Street's Mutual Fund Custody Group (MFG) determines level of Liquid Assets and transmits information to State Street Global Advisors' Operations division ("SSgA"). |
Noon | MFG transfers appropriate excess cash per standing instructions by the Trust on behalf of its Fund into a cash sweep investment vehicle selected by ABA pursuant to a Proper Instruction, which may be a standing instruction, provided to State Street. MFG faxes liquidity position activity spreadsheet to SSgA and ABA. |
12:00pm | MFG calls SSgA if spreadsheet will be delayed. |
12:00 1:00pm | SSgA performs the following operational procedures on the document prepared by MFG: |
· | Values on spreadsheet are validated; |
· | Consistency checks are conducted; |
· | Amounts are confirmed with ABA if special notice re balancing is requested. |
1:00pm | SSgA forwards activity spreadsheet to SSgA's futures manager ("Futures Manager"). |
l:00-1:30pm | In accordance with the Agreement, the Trust's standing instructions, and any subsequent ABA instruction, Futures Manager loads cash balance data into trading system which calculates the number of futures and/or forwards contracts to be purchased or sold. Futures volume is determined by asset pool. Forwards volume is determined by currency exposure in each applicable country. |
1:30pm | Futures Manager sends trades to one or more FCMs as specified in Section V below. In addition, the Futures Manager sends any forward trades to the SSgA currency trading desk. |
4:45pm | Futures Manager electronically receives trade confirmation data from FCMs. | |
Prices are confirmed. Trade information is sent to MFG to process. |
8:00am (next day) | SSgA sends daily calculations of variation margin to MFG which confirms these calculations with the statements received from the FCMs. International futures and forward trades are confirmed by SSgA. |
IV. | Eligible Funds |
Trust | Fund | |
AMERICAN BEACON FUNDS | American Beacon Acadian Emerging Markets Managed Volatility Fund | |
American Beacon Xxxx & Xxxxxx Small Cap Growth Fund | ||
American Beacon Balanced Fund | ||
American Beacon Bridgeway Large Cap Growth Fund | ||
American Beacon Bridgeway Large Cap Value Fund | ||
American Beacon Grosvenor Long/Short Fund | ||
American Beacon Holland Large Cap Growth Fund | ||
American Beacon International Equity Fund | ||
American Beacon Large Cap Value Fund | ||
American Beacon The London Company Income Equity Fund | ||
American Beacon Mid Cap Value Fund | ||
American Beacon SGA Global Growth Fund | ||
American Beacon Small Cap Value Fund | ||
American Beacon Zebra Small Cap Equity Fund |
V. | List of Approved Futures Contracts - American Beacon Funds |
Series |
Futures Contract Used | FCM | Equitization % |
American Beacon Balanced | S&P 500 | See Sec. VII | 90% |
American Beacon Large Cap Value | S&P 500 | 90% | |
American Beacon International Equity | Approved List of CFTC Futures Contracts – See Section VI | 90% | |
American Beacon Mid-Cap Value | S&P 400 | 90% | |
American Beacon Small Cap Value | Xxxxxxx 2000 | 90% | |
American Beacon Zebra Small Cap Equity | Xxxxxxx 2000 | 90% | |
American Beacon Bridgeway Large Cap Growth | S&P 500 | 90% | |
American Beacon Bridgeway Large Cap Value | S&P 500 | 90% | |
American Beacon Holland Large Cap Growth |
S&P 500 | 90% | |
American Beacon The London Company Income Equity | S&P 500 | 90% |
American Beacon Xxxx & Xxxxxx Small Cap Growth | Xxxxxxx 0000 | 00% | |
Xxxxxxxx Xxxxxx XXX Global Growth | See Section VIII | 90% | |
American Beacon Acadian Emerging Markets Managed Volatility | E-Mini MSCI Emerging Markets Index Futures | 90% | |
American Beacon Grosvenor Long/Short |
S&P 500 Xxxxxxx 2000 |
As Instructed by GCM in accordance with Appendix I |
VI. | List of Approved Futures Contracts – American Beacon Funds/International Equity Fund |
Country | Contract Name |
U.K. | FTSE |
Germany | DAX |
France | CAC40 |
Sweden | OMX |
Italy | MIB 30 |
Spain | IBEX 35 |
Japan | TOPIX |
Hong Kong | Hang Seng |
Australia | All Ords |
Canada | XXX 00 |
Xxxxxxxxxxx | XXX INDEX |
VII. | List of Approved Futures Commission Merchants |
X. Xxxxxxx, Xxxxx & Co.
B. J.P. Xxxxxx Futures Inc.
X. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
VIII. | List of Approved Futures Contracts – American Beacon Funds/SGA Global Growth Fund |
State Street is not permitted to purchase or sell options on futures contracts.
The SGA Fund's cash balances may be equitized using the following contracts. Please weight each contract based upon the relative exposures of each market in the MSCI All Country World Index. Please allocate CAD exposure to that of the S&P 500 Mini Index:
· | S&P 500 Mini Index Futures |
· | MSCI EAFE Mini Index Futures |
· | MSCI Emerging Markets Mini Index Futures |
AMENDED AND ACCEPTED:
On
behalf of its series listed on
Schedule A, Sec. IV, severally and not jointly
By: /s/ Xxxx X. Needles, Jr.
Xxxx X. Needles, Jr.
President
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Treasurer
AMERICAN BEACON ADVISORS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
Secretary
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Vice President, Client OPS
APPENDIX
I
Letter of Direction Template for
Changes to Equitization Percentages and/or
Futures Contracts Used
The Grosvenor Fund
[Insert Date]
XXX XXXXXXXXX
Xxxxx Xxxxxx Xxxxxx Xxxxxxxx
Xxxxx Xxxxxx Financial Center
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: | SSgA Boston Client Implementation Services |
Fax: (000) 000-0000 or | |
Email: xxxxxxxxxxxxxxxxx@xxxx.xxx |
Re: Contract / Guidelines Change Notification for SSGA Account #ABV0 (“Account”)
Dear State Street Global Advisors:
Reference is made to the Administrative Services Agreement entered into on March 1, 2005 by and among American Beacon Funds, American Beacon Advisors, Inc. (“ABA”), and State Street Bank and Trust Company (“State Street”) (as amended, supplemented, restated or otherwise modified, the "Agreement") in which ABA manages underlying cash balances of certain of its funds and has directed State Street, through its investment management division State Street Global Advisors (“SSGA”), under the terms of the Agreement, to purchase or sell futures or forwards contracts to maintain appropriate equity and currency exposure as directed by ABA. Under the terms of the Agreement ABA has authorized State Street to accept written instructions from Grosvenor Capital Management, L.P. for the American Beacon Grosvenor Long/Short Fund with respect to the equitization percentage and futures contracts used.
With an Effective Date of XX-XX-XXXX, this letter will serve as direction for State Street to take the following action with respect to the percentage of cash balances that are to be equitized for specific funds and/or the futures contracts to be used for such funds.
Update Section V of the Statement of Intent / Operating Procedures by changing equitization percentage(s) and/or the futures contracts to be used for the following fund(s) as follows:
Fund |
Futures
Contract Used |
Futures
Contract Weights |
Equitization % |
American Beacon Grosvenor Fund | ___% | ||
Xxxxxxx 2000 | |||
S&P 500 |
The above changes shall become a material part of the Statement of Intent / Operating Procedures unless and until further modified in writing.
We understand that this signed letter should be faxed or emailed to SSGA Boston Client Implementation at the number/address below no later than 4PM EST two (2) days prior to the Effective Date (i.e. Effective Date – 2).
(000) 000-0000
xxxxxxxxxxxxxxxxx@xxxx.xxx
We understand that SSGA is providing this template in order to ensure that all required information is included in the change request. Before signing and submitting this letter, we have reviewed it for accuracy and completeness and ensured that all instructions, as they appear, match our intent. We understand that we, and not SSGA, will be responsible for any inaccurate or incomplete information.
Regards,
Grosvenor Capital Management, L.P.
________________________________
Authorized Xxxxxx
Print Name: ______________________
Date: ____________________________
Telephone: ________________________
cc: | American Beacon Advisors |
000 Xxxx Xxx Xxxxxxx Xxxx.
Xxxxx 0000
Xxxxxx, XX 00000
Atten: Counsel