EX-99.H(26) 19 tm1923696-1_ex99h26.htm FIFTEENTH AMENDMENT TO SECURITIES LENDING AGENCY AGREEMENT

 

Exhibit H(26)

 

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/ Renee Hitchcock   By: /s/ Betsy Coyne
Name: Renee Hitchcock   Name: Betsy Coyne
Title: CFO and Treasurer   Title: Managing Director
     
MASSMUTUAL PREMIER FUNDS    
     
     
By: /s/ Renee Hitchcock    
Name: Renee Hitchcock    
Title: CFO and Treasurer    
     
MML SERIES INVESTMENT FUND      
     
     
By: /s/ Renee Hitchcock    
Name: Renee Hitchcock    
Title: CFO and Treasurer    
     
MML SERIES INVESTMENT FUND II    
     
     
By: Renee Hitchcock    
Name: Renee Hitchcock    
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  03-0532467  30-Sep
MassMutual RetireSMARTSM by JPMorgan 2025 Fund  27-1933753  30-Sep
MassMutual RetireSMARTSM by JPMorgan 2030 Fund  03-0532468  30-Sep
MassMutual RetireSMARTSM by JPMorgan 2035 Fund  27-1933389  30-Sep
MassMutual RetireSMARTSM by JPMorgan 2040 Fund  03-0532471  30-Sep
MassMutual RetireSMARTSM by JPMorgan 2045 Fund  27-1932769  30-Sep
MassMutual RetireSMARTSM by JPMorgan 2050 Fund  26-1345332  30-Sep
MassMutual RetireSMARTSM by JPMorgan 2055 Fund  46-3289207  30-Sep
MassMutual RetireSMARTSM by JPMorgan 2060 Fund  47-5326235  30-Sep
MassMutual RetireSMARTSM Conservative Fund  45-1618155  30-Sep
MassMutual RetireSMARTSM Growth Fund  45-1618222  30-Sep
MassMutual RetireSMARTSM by JPMorgan In Retirement Fund  03-0532464  30-Sep
MassMutual RetireSMARTSM Moderate Fund  45-1618262  30-Sep
MassMutual RetireSMARTSM Moderate Growth Fund  45-1618046  30-Sep
MassMutual Select BlackRock Global Allocation Fund  27-1028263  30-Sep
MassMutual Select Blue Chip Growth Fund  04-3556992  30-Sep
MassMutual Select Diversified Value Fund  01-0821120  30-Sep
MassMutual Select Equity Opportunities Fund  04-3512590  30-Sep
MassMutual Select Fundamental Growth Fund  04-3512593  30-Sep
MassMutual Select Fundamental Value Fund  04-3584138  30-Sep
MassMutual Select Growth Opportunities Fund  04-3512589  30-Sep
MassMutual Select Mid Cap Growth Fund  04-3512596  30-Sep
MassMutual Select Mid-Cap Value Fund  42-1710935  30-Sep
MassMutual Select Overseas Fund  04-3557000  30-Sep
MassMutual Select Small Cap Growth Equity Fund  04-3464205  30-Sep
MassMutual Select Small Cap Value Equity Fund  02-0769954  30-Sep
MassMutual Select Small Company Value Fund  04-3584140  30-Sep
MassMutual Select Strategic Bond Fund  26-0099965  30-Sep
MassMutual Select Total Return Bond Fund  27-2377446  30-Sep
MM MSCI EAFE® International Index Fund  45-5357167  30-Sep
MM Russell 2000® Small Cap Index Fund  45-5366542  30-Sep
MM S&P 500® Index Fund  04-3410047  30-Sep
MM S&P® Mid Cap Index Fund  45-5349772  30-Sep
MM Select Equity Asset Fund  81-3687454  30-Sep
MassMutual Select T. Rowe Price Bond Asset Fund   82-3301781  30-Sep
MassMutual Select T. Rowe Price Emerging Markets Bond Fund  82-3289468  30-Sep
MassMutual Select T. Rowe Price International Equity Fund  82-3309453  30-Sep
MassMutual Select T. Rowe Price Large Cap Blend Fund  82-3553535  30-Sep
MassMutual Select T. Rowe Price Limited Duration Inflation Focused Bond Fund  82-3598589  30-Sep
MassMutual Select T. Rowe Price Real Assets Fund  82-3369498  30-Sep
MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund  82-3569301  30-Sep
MassMutual Select T. Rowe Price U.S. Treasury Long-Term Fund  82-3584058  30-Sep
MassMutual Select T. Rowe Price Retirement Balanced Fund  82-3533944  30-Sep
MassMutual Select T. Rowe Price Retirement 2005 Fund  82-3347422  30-Sep
MassMutual Select T. Rowe Price Retirement 2010 Fund  82-3355639  30-Sep
MassMutual Select T. Rowe Price Retirement 2015 Fund  82-3382389  30-Sep
MassMutual Select T. Rowe Price Retirement 2020 Fund  82-3396442  30-Sep
MassMutual Select T. Rowe Price Retirement 2025 Fund  82-3417420  30-Sep
MassMutual Select T. Rowe Price Retirement 2030 Fund   82-3430358  30-Sep
MassMutual Select T. Rowe Price Retirement 2035 Fund  82-3439837  30-Sep
MassMutual Select T. Rowe Price Retirement 2040 Fund  82-3451779  30-Sep
MassMutual Select T. Rowe Price Retirement 2045 Fund  82-3472295  30-Sep
MassMutual Select T. Rowe Price Retirement 2050 Fund  82-3481715  30-Sep
MassMutual Select T. Rowe Price Retirement 2055 Fund  82-3502011  30-Sep
MassMutual Select T. Rowe Price Retirement 2060 Fund  82-3525148  30-Sep

 

MASSMUTUAL PREMIER FUNDS

 

Fund Series Name  Tax Identification
No.		  Tax Year End
MassMutual Premier Balanced Fund  04-3212054  30-Sep
MassMutual Premier Core Bond Fund  04-3277549  30-Sep
MassMutual Premier Disciplined Growth Fund  04-3539084  30-Sep
MassMutual Premier Disciplined Value Fund  04-3539083  30-Sep
MassMutual Premier Diversified Bond Fund  04-3464165  30-Sep
MassMutual Premier Global Fund  51-0529334  30-Sep
MassMutual Premier High Yield Fund  04-3520009  30-Sep
MassMutual Premier Inflation-Protected and Income Fund  03-0532475  30-Sep
MassMutual Premier International Equity Fund  04-3212044  30-Sep
MassMutual Premier Main Street Fund  51-0529328  30-Sep
MassMutual Premier Short-Duration Bond Fund  04-3212057  30-Sep
MassMutual Premier Small Cap Opportunities Fund  04-3424705  30-Sep
MassMutual Premier Strategic Emerging Markets Fund  26-3229251  30-Sep
MassMutual Premier U.S. Government Money Market Fund  04-3212059  30-Sep

 

 

 

MML SERIES INVESTMENT FUND

 

Fund Series Name 

Tax Identification

No.

  Tax Year End
MML Aggressive Allocation Fund  75-3248604  31-Dec
MML American Funds Core Allocation Fund  26-2998142  31-Dec
MML American Funds Growth Fund  26-2997971  31-Dec
MML American Funds International Fund  26-2998059  31-Dec
MML Balanced Allocation Fund  75-3248595  31-Dec
MML Blue Chip Growth Fund  05-0633800  31-Dec
MML Conservative Allocation Fund  75-3248590  31-Dec
MML Equity Income Fund  03-0584493  31-Dec
MML Equity Index Fund  04-3365021  31-Dec
MML Focused Equity Fund  45-3612851  31-Dec
MML Foreign Fund  05-0633812  31-Dec
MML Fundamental Growth Fund  45-3612938  31-Dec
MML Fundamental Value Fund  27-2959469  31-Dec
MML Global Fund  05-0633810  31-Dec
MML Growth & Income Fund  05-0633799  31-Dec
MML Growth Allocation Fund  75-3248602  31-Dec
MML Income & Growth Fund  05-0633797  31-Dec
MML International Equity Fund  46-4257056  31-Dec
MML Large Cap Growth Fund  05-0633801  31-Dec
MML Managed Volatility Fund  04-3513013  31-Dec
MML Mid Cap Growth Fund  05-0633806  31-Dec
MML Mid Cap Value Fund  05-0633805  31-Dec
MML Moderate Allocation Fund  75-3248601  31-Dec
MML Small Cap Growth Equity Fund  04-3464208  31-Dec
MML Small Company Value Fund  26-4101700  31-Dec
MML Small/Mid Cap Value Fund  05-0633808  31-Dec
MML Total Return Bond Fund  27-2959552  31-Dec
       

 

MML SERIES INVESTMENT FUND II

 

Fund Series Name  Tax Identification
No.		  Tax Year End
MML Asset Momentum Fund  47-3517233   31-Dec
MML Blend Fund  04-2808313   31-Dec
MML Dynamic Bond Fund  47-3529636   31-Dec
MML Equity Fund  04-2476032   31-Dec
MML Equity Rotation Fund  47-3544629   31-Dec
MML High Yield Fund  27-1932691   31-Dec
MML Inflation-Protected and Income Fund  11-3646937   31-Dec
MML Managed Bond Fund  04-2741778   31-Dec
MML Short-Duration Bond Fund  27-1932589   31-Dec
MML Small Cap Equity Fund  04-3420558   31-Dec
MML Special Situations Fund  47-3559064   31-Dec
MML Strategic Emerging Markets Fund  26-2997645   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

Goldman Sachs International

ING Bank N.V. (London Branch)

Morgan Stanley & 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.

Goldman Sachs & Co.

ING Financial Markets LLC

JP Morgan Securities LLC.

MacQuarie Capital (USA) Inc.

Merrill Lynch, Pierce, Fenner & Smith Inc.1

Morgan Stanley & 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

Wells Fargo Bank National Association

 

 

 

1 Bank of America Merrill Lynch (“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, Merrill Lynch, Pierce, Fenner & Smith 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.