EX-99.(H)(9)(C) 11 d770170dex99h9c.htm SECOND AMENDMENT TO MASTER AMENDED AND RESTATED SECURITIES LENDING AUTHORIZATION Second Amendment to Master Amended and Restated Securities Lending Authorization

SECOND AMENDMENT TO MASTER AMENDED AND RESTATED

SECURITIES LENDING AUTHORIZATION AGREEMENT

Among

SSGA FUNDS, STATE STREET INSTITUTIONAL INVESTMENT TRUST, and STATE

STREET MASTER FUNDS

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 Second Amendment (this “Amendment”) dated February 8, 2022, effective as to Schedule A as of January 1, 2022, and effective as to Schedule B as of the date of execution, is among SSGA FUNDS, STATE STREET INSTITUTIONAL INVESTMENT TRUST, and STATE STREET MASTER FUNDS, 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 Master Amended and Restated 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, 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.  Amendments.

(a) 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.

(b) Schedule B (Funds) to the Agreement is hereby deleted in its entirety and replaced with the revised Schedule B 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.

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.

[Remainder of the Page Intentionally Left Blank.]


IN WITNESS WHEREOF, the parties hereto execute this Amendment as an instrument under seal by their duly authorized officers by affixing their signatures below.

 

SSGA FUNDS,

on behalf of each of its respective series as listed on Schedule B,

severally and not jointly

 

By: /s/ Ann M. Carpenter

Name: Ann M. Carpenter

Title: Vice President/Deputy Treasurer

 

STATE STREET INSTITUTIONAL INVESTMENT TRUST,

on behalf of each of its respective series as listed on Schedule B,

severally and not jointly

 

By: /s/ Ann M. Carpenter

Name: Ann M. Carpenter

Title: Vice President/Deputy Treasurer

 

STATE STREET MASTER FUNDS,

on behalf of each of its respective series as listed on Schedule B,

severally and not jointly

 

By: /s/ Ann M. Carpenter

Name: Ann M. Carpenter

Title: Vice President/Deputy Treasurer

 

STATE STREET BANK AND TRUST COMPANY

 

By: /s/ Francesco Squillacioti

Name: Francesco Squillacioti

Title: Senior Managing Director


Schedule A

This Schedule is attached to and made part of the Master Amended and Restated Securities Lending Authorization Agreement dated the 6th day of January 2017 between SSGA FUNDS, STATE STREET INSTITUTIONAL INVESTMENT TRUST, and STATE STREET MASTER FUNDS, EACH ON BEHALF OF EACH OF ITS RESPECTIVE SERIES AS LISTED ON SCHEDULE B OF THE AGREEMENT, 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 $2,100,000.00:

- 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 $2,100,000.00:

- 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 November 5, 2018.

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 Po1ifolio 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.


Schedule B

This Schedule is attached to and made part of the Master Amended and Restated Securities Lending Authorization Agreement, dated the 6th day of January, 2017 among SSGA FUNDS, STATE STREET INSTITUTIONAL INVESTMENT TRUST, and STATE STREET MASTER FUNDS, EACH ON BEHALF OF EACH OF ITS RESPECTIVE SERIES AS LISTED ON SCHEDULE SEVERALLY AND NOT JOINTLY (the “Funds”), and STATE STREET BANK AND TRUST COMPANY acting either directly or through the State Street Affiliates (collectively, “State Street’’).

 

Portfolio Name

   Taxpayer
Identification
Number
     Fund
Code
     Tax Year-
End
 

SSGA Funds

        

SSGA S&P 500 Index Fund

     91-1577830        2D05        8/31  

State Street Disciplined Emerging Markets Equity Fund

     91-1627434        2D09        8/31  

SSGA International Stock Selection Fund

     91-1672181        2D18        8/3l  
        

State Street Institutional Investment Trust

        

State Street Equity 500 Index II Portfolio

     46-5692696        K1B1        12/31  

State Street Equity 500 Index Fund

     04-3526811        DVKS        12/31  

State Street Global Equity ex-U.S. Index Portfolio

     46-5658677        K1B2        12/31  

State Street Global Equity ex-U.S. Index Fund

     47-1194530        K1X1        12/31  

State Street Aggregate Bond Index Portfolio

     36-4787514        K1B3        12/31  

State Street Aggregate Bond Index Fund

     47-1236263        K1Z1        12/31  

State Street Target Retirement 2020 Fund

     46-5741847        K1C1        12/31  

State Street Target Retirement 2025 Fund

     46-5762161        K1C2        12/31  

State Street Target Retirement 2030 Fund

     47-0967468        KIC3        12/31  

State Street Target Retirement 2035 Fund

     47-0979972        KlC4        12/31  

State Street Target Retirement 2040 Fund

     47-0992196        K1C5        12/31  

State Street Target Retirement 2045 Fund

     47-1007658        KlC6        12/31  

State Street Target Retirement 2050 Fund

     47-1040943        K1C7        12/31  

State Street Target Retirement 2055 Fund

     47-1047870        KlC8        12/31  

State Street Target Retirement 2060 Fund

     47-1058479        K1C9        12/31  

State Street Target Retirement 2065 Fund

     84-4180801        KlF0        12/31  

State Street Target Retirement Fund

     47-1089949        K1D0        12/31  

State Street Hedged International Developed Equity Index Fund

     47-3451787        K1D8        12/31  

State Street Small/Mid Cap Equity Index Portfolio

     47-4317378        K1B5        12/31  

State Street Small/Mid Cap Equity Index Fund

     47-4381614        K1E2        12/31  

State Street Emerging Markets Equity Index Fund

     47-4363541        K1E3        12/31  

State Street International Value Spotlight Fund

     81-3041499        K1E7        12/31  
        

State Street Master Funds

        

State Street International Developed Equity Index Portfolio

     81-1763602        K1B7        12/31