EX-99.(H)(2)(B) 5 abift-html2840_ex99h2b.htm JOINDER AND FIRST AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT BETWEEN AMERICAN BEACON FUNDS, AMERICAN BEACON INSTITUTIONAL FUNDS TRUST AND STATE STREET BANK AND TRUST COMPANY, DATED JUNE 21, 2017

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/ Gene L. Needles, Jr.   By: /s/ Francesco Squillacioti
Name: Gene L. Needles, Jr.   Name: Francesco Squillacioti
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

 

 

75-2161800

 

10/31

 

 

DVA1

Equities only

 

DVA2

Equities Only

 

DVA4

Barrow, Hanley, Mewhinney & Strauss

 

Brandywine Global Investment Management LLC

 

Hotchkis and Wiley Capital Management

 

American Beacon Funds, a Massachusetts business trust American Beacon Large Cap Value Fund

 

 

75-2161801

 

10/31

DVB1

 

DVB2

 

DVB4

 

DVB7

Barrow, Hanley, Mewhinney & Strauss

 

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

 

 

20-1231418

 

10/31

DVU1

 

DVU2

 

DVU3

Barrow, Hanley, Mewhinney & Strauss

 

Pzena Investment Management, LLC

 

WEDGE Capital Management, LLP

   

 

American Beacon Funds, a Massachusetts business trust American Beacon Small Cap Value Fund

 

75-2791825

 

10/31

DVJ3

 

DVJ8

 

DVJ4

 

DVJ1

 

DVJ7

 

DVJA

 

DVJ2

Barrow, Hanley, Mewhinney & Strauss

 

Barrow, Hanley, Mewhinney & Strauss

 

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

87-0709984

 

12/31

YAF1

Bridgeway Capital Management

 

American Beacon Funds, a Massachusetts business trust American Beacon Bridgeway Large Cap Growth Fund

87-0709982

 

12/31

DV81

Bridgeway Capital Management

 

American Beacon Funds, a Massachusetts business trust American Beacon Holland Large Cap Growth Fund

39-1847726

 

12/31

YAL1

Holland Capital Management

 

American Beacon Funds, a Massachusetts business trust American Beacon Stephens Mid-Cap Growth Fund

20-3787613

 

12/31

YAJ1

Stephens Investment Management Group, LLC

 

American Beacon Funds, a Massachusetts business trust American Beacon Stephens Small Cap Growth Fund

20-3541234

 

12/31

YAG1

Stephens Investment Management Group, LLC

 

American Beacon Funds, a Massachusetts business trust American Beacon Bahl & Gaynor Small Cap Growth Fund

47-0984282

 

12/31

ABX1

Bahl & Gaynor Investment Counsel

 

   

American Beacon Funds, a Massachusetts business trust American Beacon Zebra Small Cap Equity Fund

27-2501754

 

8/31

DVR2

Zebra Capital Management, LLC

 

American Beacon Funds, a Massachusetts business trust American Beacon The London Company Income Equity Fund

45-4621832

 

8/31

YAN1

The London Company Investment Counsel

 

American Beacon Funds, a Massachusetts business trust American Beacon International Equity Fund

75-2401150

 

10/31

DVD1

 

DVD4

 

DVD3

Causeway Capital Management

 

Lazard Asset Management

 

Templeton Investment Counsel, LLC

American Beacon Funds, a Massachusetts business trust American Beacon Acadian Emerging Markets Managed Volatility Fund

46-3134954

 

1/31

ABH1

Acadian Asset Management LLC

 

American Beacon Funds, a Massachusetts business trust American Beacon SGA Global Growth Fund

27-3800477

 

1/31

ABJ1

Sustainable Growth Advisers, LP

 

American Beacon Funds, a Massachusetts business trust American Beacon ARK Transformational Innovation Strategy Fund

81-4595263

 

6/30

DVK7 ARK Investment Management LLC
American Beacon Funds, a Massachusetts business trust American Beacon Alpha Quant Core Fund

81-4775682

 

6/30

YAC3 Alpha Quant Advisors, LLC
American Beacon Funds, a Massachusetts business trust American Beacon Alpha Quant Dividend Fund

81-4834891

 

6/30

YAC6 Alpha Quant Advisors, LLC
American Beacon Funds, a Massachusetts business trust American Beacon Alpha Quant Quality Fund

81-4842077

 

6/30

YAC5 Alpha Quant Advisors, LLC
American Beacon Funds, a Massachusetts business trust American Beacon Alpha Quant Value Fund

81-4871086

 

6/30

YAC4 Alpha Quant Advisors, LLC
   

American Beacon Institutional Funds Trust, a Delaware business trust American Beacon Diversified  Fund

81-4879015

 

10/31

DVIA

  

DVIB

 

DVIJ

 

DVID

 

DVIL

 

DVIF

 

DVIG

 

DVIH

Aristotle Capital Management LLC

 

Barrow, Hanley, Mewhinney & Strauss, LLC – Equity

 

Barrow, Hanley, Mewhinney & Strauss, 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

 

Templeton Investment Counsel, LLC