EX-99.(H)(2)(C) 8 h10047366_ex99h2c.htm EXHIBIT 99.(H)(2)(C)-SECOND AMENDMENT

 
Exhibit 99.(h)(2)(C)
 
SECOND 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 Second Amendment (this "Amendment") dated September  18, 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.         Amendment.
 
Schedule B to the Agreement is hereby amended by deleting it in its entirety and replacing it with the revised Schedule B 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 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.
 

4.         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.

5.         Effective Date.  This Amendment shall be effective as of the date first written above.

IN WITNESS WHEREOF, the parties hereto execute this Second 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
 
 
DVJB
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
 
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 HSMP Quality Growth Fund
39-1847726
 
12/31
YAL1
 
 
YAL2
HS Management Partners
 
HS Management Partners
 
 
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 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 Funds, a Massachusetts business trust
American Beacon Shapiro Equity Opportunities Fund
82-2094363
 
6/30
YAC8
Shapiro Capital Management, LLC
American Beacon Funds, a Massachusetts business trust
American Beacon Shapiro SMID Cap Equity Fund
82-2098235
 
6/30
YAC9
Shapiro Capital Management, 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