EX-99.H32 20 d460067dex99h32.htm FIXED INCOME CLEARING CORPORATION SPONSORED MEMBERSHIP AGREEMENT Fixed Income Clearing Corporation Sponsored Membership Agreement

Exhibit H(32)

FIXED INCOME CLEARING CORPORATION

SPONSORED MEMBERSHIP AGREEMENT

WHEREAS, each of the legal entities listed in Schedule 1 attached to this Agreement, and any legal entity that is not listed on Schedule 1 but that agrees in the future to be bound by this Agreement by entering into a joinder agreement substantially in the form of Schedule 2 attached hereto (such entities each, severally and not jointly, a “Sponsored Member”), has requested, either through an officer of the Sponsored Member or through an authorized agent of the Sponsored Member (which may be the Sponsored Member’s investment advisor or other duly authorized agent and is referred to herein as the “Agent”), that it be permitted to become a Sponsored Member of the Government Securities Division (“GSD”) of the Fixed Income Clearing Corporation (“FICC”) as that term is defined in the GSD Rulebook (the “Rules”);

WHEREAS, the Agent, if any, wishes to make the representations and warranties and obligations set forth in Section 15 hereof;

WHEREAS, State Street Bank and Trust Company (“Sponsoring Member”) is a Sponsoring Member pursuant to the Rules and desires to sponsor Sponsored Members into FICC membership; and

WHEREAS, FICC will permit each Sponsored Member into membership subject to the Rules, the terms and conditions set forth herein and any terms and conditions deemed by FICC to be necessary to protect itself and its members;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FICC, the Sponsoring Member, the Agent (if any) and each Sponsored Member agree and understand as follows:

1. This Agreement constitutes a separate, distinct and independent agreement with respect to each legal entity listed in Schedule 1 hereto and any legal entity referenced in a joinder agreement substantially in the form of Schedule 2 and executed by the parties hereto (“Joinder Agreement”). Any reference to a “Sponsored Member” shall be a reference to each legal entity listed in Schedule 1 and in any Joinder Agreement, separately and not jointly.

2. The Sponsored Member represents and warrants that it is (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933 or (ii) a legal entity that is not organized as an entity specifically listed in Rule 144A(a)(1)(i)(H) under the Securities Act of 1933, as amended, but that satisfies the requirements that an entity listed in Rule 144A(a)(1)(i)(H) under the Securities Act of 1933, as amended, must satisfy in order to be a “qualified institutional buyer” (other than any such requirements relating to legal entity type or organizational form). If for any reason the Sponsored Member is no longer able to satisfy the qualifications set forth in either subsection (i) or subsection (ii) of the preceding sentence, the Sponsored Member shall promptly notify FICC and the Sponsoring Member in writing of such change in circumstance.

3. The Sponsored Member authorizes State Street Bank and Trust Company to be its Sponsoring Member as that term is defined in the Rules, and authorizes the Sponsoring Member to act as its processing agent for its Sponsored Member Trades. As such, the Sponsored Member authorizes the Sponsoring Member to submit to FICC on the Sponsored Member’s behalf data on its Sponsored Member Trades pursuant to the Rules. The Sponsored Member hereby appoints the Sponsoring Member to act as its processing agent with respect to the Sponsored Member’s satisfaction of its securities and funds-only settlement obligations, and for performing all operational functions and receiving all reports and information relevant to the Sponsored Member’s Sponsored Member Trades. The Sponsored Member understands and agrees that FICC’s provision of such reports and information to the Sponsoring Member shall constitute satisfaction of FICC’s obligation to provide such reports and information to the Sponsored Member. If the Sponsoring Member ceases to be the Sponsoring Member for the Sponsored Member under the Rules, then the Sponsored Member shall have no further right to have data submitted on its behalf with respect to Sponsored Member Trades pursuant to the Rules.

4. FICC is authorized to receive from the Sponsoring Member trade data submitted to FICC by the Sponsoring Member on the Sponsored Member’s behalf for comparison, netting and settlement by FICC pursuant to the Rules.

5. FICC shall only process those Sponsored Member Trades that meet the applicable requirements set forth in the Rules and are submitted to FICC pursuant to the timeframes, deadlines, communications, links, formats, informational requirements and other requirements established by FICC from time to time.

6. Notwithstanding any functions that the Sponsoring Member undertakes as processing agent on behalf of the Sponsored Member, the Sponsored Member shall be principally liable to FICC with respect to all settlement obligations under the Rules, and the Sponsoring Member shall not be a principal under the Rules with respect to settlement obligations of the Sponsored Member.

7. From an operational perspective, all securities and funds-only settlement obligations shall be satisfied at the Sponsoring Member Omnibus Account level. FICC’s satisfaction of such funds-only and securities settlement obligations with the Sponsoring Member Omnibus Account shall constitute satisfaction of FICC’s obligation to settle with the Sponsored Member.

8. FICC will only accept corrections and deletions to trade data submitted on behalf of the Sponsored Member to FICC from the Sponsoring Member. Such corrections and deletions must be made pursuant to the Rules and the timeframes, deadlines, communications, links, formats, informational requirements and other requirements established by FICC from time to time.

 

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9. The Sponsored Member must resolve directly with its Sponsoring Member all errors and omissions regarding data submitted to FICC by the Sponsoring Member on behalf of the Sponsored Member, and all failures of the Sponsoring Member to submit data to FICC on behalf of the Sponsored Member. Should there be a dispute between the Sponsoring Member and its Sponsored Member regarding data submitted to FICC by the Sponsoring Member on behalf of the Sponsored Member, or the failure of the Sponsoring Member to submit data to FICC on the Sponsored Member’s behalf, FICC will act promptly and in good faith to assist the parties in resolving such dispute.

10. FICC shall have no responsibility or liability in the event the Sponsoring Member submits on the Sponsored Member’s behalf data to FICC with an error or omission, fails to submit data to FICC, or fails to submit the data pursuant to the Rules or the timeframes, deadlines, communications, links, formats, informational requirements and other requirements established by FICC from time to time.

11. FICC shall not be bound by any agreement to which it is not a party, including without limitation, any agreement between the Sponsoring Member and the Sponsored Member, between the Sponsored Member and any third party, or between the Sponsoring Member and any third party, even if such agreement conflicts with this Agreement.

12. This Agreement shall be effective on the date on which it is executed by an authorized official of FICC and the Sponsoring Member. This Agreement may be terminated, with respect to any particular Sponsored Member, by the mutual agreement of FICC, the relevant Sponsored Member and the Sponsoring Member, or by FICC immediately upon notice to the Sponsored Member and the Sponsoring Member, or by any Sponsored Member or the Sponsoring Member upon ten (10) calendar days written notice of such to FICC and the Sponsoring Member or Sponsored Member, as applicable; provided that FICC may, in its sole discretion, accept such termination within a shorter time period. Such termination by one party may not be made with regard to, and shall have no effect on, Sponsored Member Trades for which data has been received by FICC. The termination of this Agreement with respect to one Sponsored Member shall have no effect on the Agreement or any Sponsored Member Trades for any other Sponsored Member.

13. Capitalized terms not defined herein shall have the meanings ascribed to them in the Rules.

14. The Sponsored Member irrevocably and unconditionally submits to the non-exclusive jurisdiction of any Federal or State court in the Borough of Manhattan, in the City of New York, in each case in respect of any action or proceeding brought against it or relating in any way to this Agreement. The Sponsored Member also irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection to the laying of venue in the aforesaid courts. The Sponsored Member agrees not to, and irrevocably and unconditionally waives, to the fullest extent permitted by law, any right it might otherwise have to, bring any action or proceeding against FICC in any forum other than a

 

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Federal or State court in the Borough of Manhattan, in the City of New York; provided, however, that in any action or proceeding that FICC brings against the Sponsored Member, the Sponsored Member may bring its responsive claims against FICC, if any, in such action or proceeding in that same forum. FICC irrevocably and unconditionally submits to the exclusive jurisdiction of any Federal or State court in the Borough of Manhattan, in the City of New York, in respect of any action or proceeding brought against it relating in any way to this Agreement, and irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection to the laying of venue in the aforesaid courts. Each party to this Agreement waives their right to a jury trial.

15. If this Agreement is being executed on behalf of the Sponsored Members by an Agent, then the Agent represents, warrants and covenants to FICC and the Sponsoring Member, with respect to each Sponsored Member hereunder, at and as of all times during the term of this Agreement:

 

  (i)

The Agent is duly authorized to execute and deliver this Agreement and all amendments or waivers hereof and to send and receive notices hereunder on behalf of such Sponsored Member;

 

  (ii)

The Agent shall notify FICC and the Sponsoring Member forthwith upon becoming aware of any of the following events with respect to one or more Sponsored Members hereunder:

(A) the occurrence of an event or circumstance that renders false any representation or warranty of any Sponsored Member set forth in this Agreement; or

(B) any facts which indicate that it is likely that any Sponsored Member will fail to carry out any of the material terms of the Agreement or of any Sponsored Member Trades.

16. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PEFORMED WHOLLY THEREIN AS IF ALL PARTIES WERE RESIDENTS OF THE STATE OF NEW YORK.

[Signature page follows]

 

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement.

 

FIXED INCOME

  

MassMutual Select Funds,

CLEARING CORPORATION

  

MassMutual Premier Funds,

  

MML Series Investment Fund,

  

MML Series Investment Fund II,

each on behalf of its series set forth

on Schedule 1 hereto

By: /s/ Bruce Hin

   

By:/s/ Renee Hitchcock

Print Name: Bruce Hin

   

Print Name: Renee Hitchcock

Title:  Executive Director

   

Title: CFO and Treasurer

Date:  10/10/2017

   

Date: September 14, 2017

State Street Bank and Trust Company

   

By: /s/ Harold O. Nichols

   

Print Name:    Harold O. Nichols

   

Title:              Managing Director

   

Date:    9/18/17

   

 

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Schedule 1

Approved Sponsored Members

MassMutual Select Funds

MassMutual RetireSMARTSM 2010 Fund                

MassMutual RetireSMARTSM 2015 Fund                

MassMutual RetireSMARTSM 2020 Fund                

MassMutual RetireSMARTSM 2025 Fund                

MassMutual RetireSMARTSM 2030 Fund                

MassMutual RetireSMARTSM 2035 Fund                

MassMutual RetireSMARTSM 2040 Fund                

MassMutual RetireSMARTSM 2045 Fund                

MassMutual RetireSMARTSM 2050 Fund                

MassMutual RetireSMARTSM 2055 Fund

MassMutual RetireSMARTSM 2060 Fund

MassMutual RetireSMARTSM Conservative Fund                

MassMutual RetireSMARTSM Growth Fund                

MassMutual RetireSMARTSM In Retirement Fund                

MassMutual RetireSMARTSM Moderate Fund                

MassMutual RetireSMARTSM Moderate Growth Fund                

MassMutual Select Blue Chip Growth Fund

MassMutual Select Diversified Value Fund                

MassMutual Select Equity Opportunities Fund

MassMutual Select Fundamental Growth Fund                

MassMutual Select Fundamental Value Fund                

MassMutual Select Growth Opportunities Fund

MassMutual Select Large Cap Value Fund                

MassMutual Select Mid Cap Growth Fund

MassMutual Select Mid-Cap Value Fund                

MassMutual Select Overseas Fund                

MassMutual Select Small Cap Growth Equity Fund                

MassMutual Select Small Cap Value Equity Fund                

MassMutual Select Small Company Value Fund                

MassMutual Select Strategic Bond Fund                

MassMutual Select Total Return Bond Fund

MM MSCI EAFE® International Index Fund

MM Russell 2000® Small Cap Index Fund

MM S&P 500® Index Fund                

MM S&P® Mid Cap Index Fund

MM Select Bond and Income Asset Fund

MM Select Equity Asset Fund

MassMutual Premier Funds

MassMutual Premier Balanced Fund                

MassMutual Premier Core Bond Fund                

MassMutual Premier Disciplined Growth Fund                

 

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MassMutual Premier Disciplined Value Fund                

MassMutual Premier Diversified Bond Fund                

MassMutual Premier Global Fund                

MassMutual Premier High Yield Fund                

MassMutual Premier Inflation-Protected and Income Fund                

MassMutual Premier International Equity Fund                

MassMutual Premier Main Street Fund                

MassMutual Premier Short-Duration Bond Fund                

MassMutual Premier Small Cap Opportunities Fund                

MassMutual Premier Strategic Emerging Markets Fund                

MassMutual Premier Value Fund

MassMutual Premier U.S. Government Money Market Fund                

MML Series Investment Fund    

MML Aggressive Allocation Fund                

MML American Funds Core Allocation Fund                

MML American Funds® Growth Fund                

MML American Funds® International Fund                

MML Balanced Allocation Fund                

MML Blue Chip Growth Fund                

MML Conservative Allocation Fund                

MML Equity Income Fund                

MML Equity Index Fund    

MML Focused Equity Fund

MML Foreign Fund                

MML Fundamental Growth Fund

MML Fundamental Value Fund

MML Global Fund                

MML Growth & Income Fund                

MML Growth Allocation Fund                

MML Income & Growth Fund                

MML International Equity Fund

MML Large Cap Growth Fund                

MML Managed Volatility Fund                

MML Mid Cap Growth Fund                

MML Mid Cap Value Fund                

MML Moderate Allocation Fund                

MML Small Cap Growth Equity Fund                

MML Small Company Value Fund    

MML Small/Mid Cap Value Fund                

MML Total Return Bond Fund

MML Series Investment Fund II

MML Asset Momentum Fund

MML Blend Fund                

MML Dynamic Bond Fund

MML Equity Fund                

MML Equity Rotation Fund

MML High Yield Fund                

 

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MML Inflation-Protected and Income Fund                

MML Managed Bond Fund                

MML Short-Duration Bond Fund                

MML Small Cap Equity Fund                

MML Special Situations Fund

MML Strategic Emerging Markets Fund                

MML U.S. Government Money Market Fund                

 

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Schedule 2

SPONSORED MEMBER JOINDER AGREEMENT

The legal entities listed below, being represented by the undersigned , hereby agree to be bound by all of the provisions of the FIXED INCOME CLEARING CORPORATION SPONSORED MEMBERSHIP AGREEMENT, dated September     , 2017, by and between the Fixed Income Clearing Corporation (“FICC”), State Street Bank and Trust Company, and MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund, and MML Series Investment II, each on behalf of its series set forth on Schedule 1 thereto or on Sponsored Member Joinder Agreements.

List of Legal Entities Becoming Sponsored Members

Accepted as of                         ,                         :

 

FIXED INCOME

   

Trust

CLEARING CORPORATION

   

FOR AND ON BEHALF OF EACH OF THE LEGAL ENTITIES SET FORTH ON THIS SCHEDULE 2

By:

   

By:

Print Name:

   

Print Name:

Title:

   

Title:

Date:

   

Date:

State Street Bank and Trust Company

   

By:

   

Print Name:

   

Title:

   

Date:

   

 

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CERTIFICATE OF INCUMBENCY

I, Andrew M. Goldberg, Secretary, of MassMutual Select Funds, MassMutual Premier Funds, MML Series Investment Fund, and MML Series Investment II (each a “Trust”) DO HEREBY CERTIFY to the Fixed Income Clearing Corporation (“FICC”) that the below-named persons have been duly authorized, and on this day are, principals/officers of each Trust who are duly authorized to sign all documents and instruments necessary for conducting business with FICC on behalf of the Trust who is acting on behalf of the Sponsored Members that are its series under the Sponsored Membership Agreement among FICC, State Street Bank and Trust Company and the Trusts, and that the signatures set forth below opposite their names are their genuine signatures.

 

Name      Title      Signature

Renee Hitchcock

     

CFO and Treasurer

     

/s/ Renee Hitchcock

Tina Wilson

     

President (MML/MML II);

     

/s/ Tina Wilson

    

VP (Select/Premier)

     

James Daigle

     

Assistant Treasurer

     

/s/ James Daigle

 

     

 

     

 

 

     

 

     

 

 

     

 

     

 

 

     

 

     

 

 

     

 

     

 

 

     

 

     

 

 

     

 

     

 

 

       

                /s/ Andrew Goldberg

 

        
       

(Signature)

       

(Title) Secretary

 

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