JOINDER AND FIRST 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...
Exhibit 99.(h)(2)(b)
JOINDER AND FIRST 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 First Amendment (this “Amendment”) dated June ____, 2017 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. Joinder of American Beacon Institutional Funds Trust.
(i) American Beacon Institutional Funds Trust, for itself and on behalf of its series listed on Schedule B, agrees that, upon the execution of this Amendment, it shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement and shall be deemed a “Trust” thereunder for all purposes and each series thereof shall be a “Fund” thereunder for all purposes.
(ii) American Beacon Funds, a party hereto hereby agrees to the addition of American Beacon Institutional Funds Trust, on behalf of its series listed on Schedule B, as amended and attached hereto, as a Trust and as one of the Trusts under the Agreement.
3. Amendments.
(i) American Beacon Institutional Funds Trust, on behalf of its series listed on Schedule B, as amended and attached hereto, is hereby added as a Trust and as one of the Trusts under the Agreement.
(ii) Schedule B to the Agreement is hereby amended by deleting it in its entirety and replacing it with the Schedule B attached to this Amendment.
4. 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.
5. 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.
6. Effective Date. This Amendment shall be effective as of the date first written above.
IN WITNESS WHEREOF, the parties hereto execute this First 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. Needles, Jr. | By: | /s/ Xxxxxxxxx Xxxxxxxxxxxx | |
| Name: | Xxxx X. Needles, Jr. | Name: | Xxxxxxxxx Xxxxxxxxxxxx | |
| Title: | President | Title: | Senior 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, Funds and Investment Managers
| Trust Name and Jurisdiction | Fund Name | Taxpayer Identification Number/Tax Year-End | Fund ID |
Investment Manager Name
|
| American Beacon Funds, a Massachusetts business trust | American Beacon Balanced Fund |
00-0000000
10/31
|
DVA1 Equities only
DVA2 Equities Only
DVA4 |
Barrow, Hanley, Xxxxxxxxx & Xxxxxxx
Brandywine Global Investment Management LLC
Hotchkis and Wiley Capital Management
|
| American Beacon Funds, a Massachusetts business trust | American Beacon Large Cap Value Fund |
00-0000000
10/31 |
DVB1
DVB2
XXX0
XXX0 |
Barrow, Hanley, Xxxxxxxxx & Xxxxxxx
Brandywine Global Investment Management LLC
Hotchkis and Wiley Capital Management
MFS Institutional Advisors |
| American Beacon Funds, a Massachusetts business trust | American Beacon Mid-Cap Value Fund |
00-0000000
10/31 |
DVU1
DVU2
DVU3 |
Barrow, Hanley, Xxxxxxxxx & Xxxxxxx
Pzena Investment Management, LLC
WEDGE Capital Management, LLP |
| American Beacon Funds, a Massachusetts business trust | American Beacon Small Cap Value Fund |
00-0000000
10/31 |
DVJ3
DVJ8
DVJ4
DVJ1
DVJ7
DVJA
DVJ2 |
Barrow, Hanley, Xxxxxxxxx & Xxxxxxx
Barrow, Hanley, Xxxxxxxxx & Xxxxxxx
The Boston Company Asset Management
Brandywine Global Investment Management LLC
Foundry Partners, LLC
Hillcrest Asset Management
Hotchkis and Wiley Capital Management
|
| American Beacon Funds, a Massachusetts business trust | American Beacon Bridgeway Large Cap Value Fund |
00-0000000
12/31 |
YAF1 |
Bridgeway Capital Management
|
| American Beacon Funds, a Massachusetts business trust | American Beacon Bridgeway Large Cap Growth Fund |
00-0000000
12/31 |
DV81 |
Bridgeway Capital Management
|
| American Beacon Funds, a Massachusetts business trust | American Beacon Holland Large Cap Growth Fund |
00-0000000
12/31 |
YAL1 |
Holland Capital Management
|
| American Beacon Funds, a Massachusetts business trust | American Beacon Xxxxxxxx Mid-Cap Growth Fund |
00-0000000
12/31 |
YAJ1 |
Xxxxxxxx Investment Management Group, LLC
|
| American Beacon Funds, a Massachusetts business trust | American Beacon Xxxxxxxx Small Cap Growth Fund |
00-0000000
12/31 |
YAG1 |
Xxxxxxxx Investment Management Group, LLC
|
| American Beacon Funds, a Massachusetts business trust | American Beacon Xxxx & Xxxxxx Small Cap Growth Fund |
00-0000000
12/31 |
ABX1 |
Xxxx & Xxxxxx Investment Counsel
|
| American Beacon Funds, a Massachusetts business trust | American Beacon Zebra Small Cap Equity Fund |
00-0000000
8/31 |
DVR2 |
Zebra Capital Management, LLC
|
| American Beacon Funds, a Massachusetts business trust | American Beacon The London Company Income Equity Fund |
00-0000000
8/31 |
YAN1 |
The London Company Investment Counsel
|
| American Beacon Funds, a Massachusetts business trust | American Beacon International Equity Fund |
00-0000000
10/31 |
DVD1
DVD4
DVD3 |
Causeway Capital Management
Lazard Asset Management
Xxxxxxxxx Investment Counsel, LLC |
| American Beacon Funds, a Massachusetts business trust | American Beacon Acadian Emerging Markets Managed Volatility Fund |
00-0000000
1/31 |
ABH1 |
Acadian Asset Management LLC
|
| American Beacon Funds, a Massachusetts business trust | American Beacon SGA Global Growth Fund |
00-0000000
1/31 |
ABJ1 |
Sustainable Growth Advisers, LP
|
| American Beacon Funds, a Massachusetts business trust | American Beacon ARK Transformational Innovation Strategy Fund |
00-0000000
6/30 |
DVK7 | ARK Investment Management LLC |
| American Beacon Funds, a Massachusetts business trust | American Beacon Alpha Quant Core Fund |
00-0000000
6/30 |
YAC3 | Alpha Quant Advisors, LLC |
| American Beacon Funds, a Massachusetts business trust | American Beacon Alpha Quant Dividend Fund |
00-0000000
6/30 |
YAC6 | Alpha Quant Advisors, LLC |
| American Beacon Funds, a Massachusetts business trust | American Beacon Alpha Quant Quality Fund |
00-0000000
6/30 |
YAC5 | Alpha Quant Advisors, LLC |
| American Beacon Funds, a Massachusetts business trust | American Beacon Alpha Quant Value Fund |
00-0000000
6/30 |
YAC4 | Alpha Quant Advisors, LLC |
| American Beacon Institutional Funds Trust, a Delaware business trust | American Beacon Diversified Fund |
00-0000000
00/00 |
XXXX
XXXX
XXXX
XXXX
XXXX
DVIF
DVIG
DVIH |
Aristotle Capital Management LLC
Barrow, Hanley, Xxxxxxxxx & Xxxxxxx, LLC – Equity
Barrow, Hanley, Xxxxxxxxx & Xxxxxxx, LLC - Fixed Income
Brandywine Global Investment Management, LLC – Equity
Brandywine Global Investment Management, LLC - Fixed Income
Hotchkis and Wiley Capital Management, LLC
Lazard Asset Management, LLC
Xxxxxxxxx Investment Counsel, LLC |
