Exhibit (13)(y)

 

TWENTIETH AMENDMENT TO THE SECOND AMENDED AND RESTATED
SECURITIES LENDING AGENCY AGREEMENT
BETWEEN
MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MASSMUTUAL ADVANTAGE 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 Twentieth Amendment (this “Amendment”) dated July 1, 2024 is between each of MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MASSMUTUAL ADVANTAGE 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 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)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.

 

(ii)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.

 

This Amendment may be executed in counterparts, each of which when so executed will be deemed to be an original. Such counterparts together will constitute one agreement. The parties consent to the use of electronic or digital technology for the execution of this Amendment, and that delivery of the executed Amendment or counterpart of the Amendment by facsimile, e-mail transmission via portable document format (.pdf), Docusign, or other electronic means will be equally effective and binding as delivery of a manually executed Amendment or counterpart or the Amendment.

 

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/ Chelsea Grossman
Name: Renee Hitchcock   Name: Chelsea Grossman
Title: CFO and Treasurer   Title: MD, Client Management
         
MASSMUTUAL PREMIER FUNDS   MML SERIES INVESTMENT FUND
         
By: /s/ Renee Hitchcock   By: /s/ Renee Hitchcock
Name: Renee Hitchcock   Name: Renee Hitchcock
Title: CFO and Treasurer   Title: CFO and Treasurer
         
MASSMUTUAL ADVANTAGE FUNDS   MML SERIES INVESTMENT FUND II
         
By: /s/ Renee Hitchcock   By: /s/ Renee Hitchcock
Name: Renee Hitchcock   Name: Renee Hitchcock
Title: CFO and Treasurer   Title: CFO and Treasurer
 2

 

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, MASSMUTUAL ADVANTAGE 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 Blue Chip Growth Fund 04-3556992 30-Sep
MassMutual Diversified Value Fund 01-0821120 30-Sep
MassMutual Equity Opportunities Fund 04-3512590 30-Sep
MassMutual Fundamental Value Fund 04-3584138 30-Sep
MassMutual Growth Opportunities Fund 04-3512589 30-Sep
MassMutual Mid Cap Growth Fund 04-3512596 30-Sep
MassMutual Mid Cap Value Fund 42-1710935 30-Sep
MassMutual Overseas Fund 04-3557000 30-Sep
MassMutual Small Cap Growth Equity Fund 04-3464205 30-Sep
MassMutual Small Cap Value Equity Fund 02-0769954 30-Sep
MassMutual Small Company Value Fund 04-3584140 30-Sep
MassMutual Strategic Bond Fund 26-0099965 30-Sep
MassMutual Total Return Bond Fund 27-2377446 30-Sep
MM S&P 500® Index Fund 04-3410047 30-Sep
MM Equity Asset Fund 81-3687454 30-Sep
MassMutual Select T. Rowe Price Bond Asset Fund 82-3301781 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 Real Assets Fund 82-3369498 30-Sep
MassMutual Select T. Rowe Price Small and Mid Cap Blend Fund 82-3569301 30-Sep

 

MASSMUTUAL PREMIER FUNDS

Fund Series Name Tax Identification No. Tax Year End
MassMutual Balanced Fund 04-3212054 30-Sep
MassMutual Core Bond Fund 04-3277549 30-Sep
MassMutual Disciplined Growth Fund 04-3539084 30-Sep
MassMutual Disciplined Value Fund 04-3539083 30-Sep
MassMutual Diversified Bond Fund 04-3464165 30-Sep
MassMutual Global Fund 51-0529334 30-Sep
 

 

MassMutual High Yield Fund 04-3520009 30-Sep
MassMutual Inflation-Protected and Income Fund 03-0532475 30-Sep
MassMutual International Equity Fund 04-3212044 30-Sep
MassMutual Main Street Fund 51-0529328 30-Sep
MassMutual Short-Duration Bond Fund 04-3212057 30-Sep
MassMutual Small Cap Opportunities Fund 04-3424705 30-Sep
MassMutual Strategic Emerging Markets Fund 26-3229251 30-Sep

 

MASSMUTUAL ADVANTAGE FUNDS

Fund Series Name Tax Identification No. Tax Year End
MassMutual Emerging Markets Debt Blended Total Return Fund 47-3758432 30-Sep
MassMutual Global Credit Income Opportunities Fund 46-3119764 30-Sep
MassMutual Global Floating Rate Fund 46-3133952 30-Sep

 

MML SERIES INVESTMENT FUND

Fund Series Name Tax Identification No. Tax Year End
MML Blue Chip Growth Fund 05-0633800 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 Equity Fund 45-3612938 31-Dec
MML Fundamental Value Fund 27-2959469 31-Dec
MML Global Fund 05-0633810 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 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 Sustainable Equity Fund 05-0633799 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 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 iShares® 60/40 Allocation Fund 86-3124895 31-Dec
MML iShares® 80/20 Allocation Fund 86-3159016 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 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, MASSMUTUAL ADVANTAGE 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

 

Borrower

Country

Borrower

AUSTRALIA AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
AUSTRALIA CITIGROUP GLOBAL MARKETS AUSTRALIA PTY LIMITED
AUSTRALIA COMMONWEALTH BANK OF AUSTRALIA
AUSTRALIA CREDIT SUISSE EQUITIES (AUSTRALIA) LIMITED
AUSTRALIA J.P. MORGAN SECURITIES AUSTRALIA LIMITED
AUSTRALIA MACQUARIE BANK LIMITED
AUSTRALIA MERRILL LYNCH EQUITIES (AUSTRALIA) LIMITED
AUSTRALIA NATIONAL AUSTRALIA BANK LIMITED
AUSTRALIA ROYAL BANK OF CANADA (SYDNEY, NSW, AU, BRANCH)
AUSTRALIA UBS AG (SYDNEY, NSW, AU, BRANCH)
AUSTRALIA UBS SECURITIES AUSTRALIA LTD
CANADA THE BANK OF NOVA SCOTIA
CANADA BMO NESBITT BURNS INC.
CANADA CASGRAIN & COMPANY LIMITED
CANADA CIBC WORLD MARKETS INC.
CANADA HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND
CANADA MERRILL LYNCH CANADA INC.
CANADA MUFG SECURITIES (CANADA), LTD.
CANADA FINANCIÈRE BANQUE NATIONALE INC.
CANADA NATIONAL BANK OF CANADA
CANADA ONTARIO TEACHERS’ PENSION PLAN BOARD
CANADA RBC DOMINION SECURITIES INC.
CANADA SCOTIA CAPITAL INC.
CANADA TD SECURITIES INC.
CANADA THE TORONTO-DOMINION BANK
FRANCE BNP PARIBAS
FRANCE BNP PARIBAS FINANCIAL MARKETS
FRANCE BOFA SECURITIES EUROPE SA
FRANCE CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
FRANCE NATIXIS
FRANCE SOCIETE GENERALE
GERMANY COMMERZBANK AKTIENGESELLSCHAFT
GERMANY DEUTSCHE BANK AKTIENGESELLSCHAFT
GERMANY GOLDMAN SACHS BANK EUROPE SE
 

 

GERMANY STATE STREET BANK INTERNATIONAL GMBH
GERMANY UBS EUROPE SE
HONG KONG THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
IRELAND BANK OF MONTREAL EUROPE PUBLIC LIMITED COMPANY
IRELAND BNP PARIBAS PRIME BROKERAGE INTERNATIONAL, LIMITED
IRELAND NBC GLOBAL FINANCE LIMITED
NETHERLANDS ABN AMRO BANK N.V.
NETHERLANDS ABN AMRO CLEARING BANK N.V.
NETHERLANDS COÖPERATIEVE RABOBANK U.A.
NETHERLANDS ING BANK N.V.
SWEDEN SKANDINAVISKA ENSKILDA BANKEN AB
UNITED KINGDOM BANQUE DE MONTRÉAL (LONDON, GB, BRANCH)
UNITED KINGDOM THE BANK OF NOVA SCOTIA (LONDON, GB, BRANCH)
UNITED KINGDOM BARCLAYS BANK PLC
UNITED KINGDOM BARCLAYS CAPITAL SECURITIES LIMITED
UNITED KINGDOM BMO CAPITAL MARKETS LIMITED
UNITED KINGDOM BNP PARIBAS (LONDON, GB, BRANCH)
UNITED KINGDOM CITIGROUP GLOBAL MARKETS LIMITED
UNITED KINGDOM COMMERZBANK AKTIENGESELLSCHAFT (LONDON, GB, BRANCH)
UNITED KINGDOM CREDIT SUISSE INTERNATIONAL
UNITED KINGDOM CREDIT SUISSE SECURITIES (EUROPE) LIMITED
UNITED KINGDOM GOLDMAN SACHS INTERNATIONAL
UNITED KINGDOM HSBC BANK PLC
UNITED KINGDOM ING BANK N.V. (LONDON, GB, BRANCH)
UNITED KINGDOM J.P. MORGAN SECURITIES PLC
UNITED KINGDOM LLOYDS BANK CORPORATE MARKETS PLC
UNITED KINGDOM LLOYDS BANK PLC
UNITED KINGDOM MACQUARIE BANK LIMITED (LONDON, GB, BRANCH)
UNITED KINGDOM MERRILL LYNCH INTERNATIONAL
UNITED KINGDOM MORGAN STANLEY & CO. INTERNATIONAL PLC
UNITED KINGDOM MUFG SECURITIES EMEA PLC
UNITED KINGDOM NATIONAL AUSTRALIA BANK LIMITED (LONDON, GB, BRANCH)
UNITED KINGDOM NATWEST MARKETS PLC
UNITED KINGDOM NOMURA INTERNATIONAL PLC
UNITED KINGDOM RBC EUROPE LIMITED
UNITED KINGDOM SANTANDER FINANCIAL SERVICES PLC
UNITED KINGDOM SANTANDER UK PLC
UNITED KINGDOM STANDARD CHARTERED BANK
UNITED KINGDOM UBS AG (LONDON, GB, BRANCH)
UNITED STATES ABN AMRO SECURITIES (USA) LLC
UNITED STATES BANCO SANTANDER, S.A. (NEW YORK, NY, US, BRANCH)
UNITED STATES BANQUE DE MONTRÉAL (CHICAGO, IL, US, BRANCH)
UNITED STATES THE BANK OF NOVA SCOTIA (NEW YORK, NY, US, BRANCH)
UNITED STATES THE BANK OF NOVA SCOTIA (HOUSTON, TX, US, BRANCH)
UNITED STATES BARCLAYS CAPITAL INC.
UNITED STATES BMO CAPITAL MARKETS CORP.
 

 

UNITED STATES BNP PARIBAS (NEW YORK, NY, US, BRANCH)
UNITED STATES BNP PARIBAS SECURITIES CORP.
UNITED STATES BOFA SECURITIES, INC.
UNITED STATES CANTOR FITZGERALD & CO.
UNITED STATES CF SECURED, LLC
UNITED STATES CHARLES SCHWAB & CO., INC.
UNITED STATES CIBC WORLD MARKETS CORP.
UNITED STATES CITADEL CLEARING LLC
UNITED STATES CITADEL SECURITIES LLC
UNITED STATES CITIGROUP GLOBAL MARKETS INC.
UNITED STATES COWEN AND COMPANY, LLC
UNITED STATES CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (NEW YORK, NY, US, BRANCH)
UNITED STATES CREDIT SUISSE AG (NEW YORK, NY, US, BRANCH)
UNITED STATES CREDIT SUISSE SECURITIES (USA) LLC
UNITED STATES DAIWA CAPITAL MARKETS AMERICA INC.
UNITED STATES DEUTSCHE BANK SECURITIES INC.
UNITED STATES GOLDMAN SACHS & CO. LLC
UNITED STATES HSBC SECURITIES (USA) INC.
UNITED STATES INDUSTRIAL AND COMMERCIAL BANK OF CHINA FINANCIAL SERVICES LLC
UNITED STATES ING FINANCIAL MARKETS LLC
UNITED STATES INTERACTIVE BROKERS LLC
UNITED STATES JANNEY MONTGOMERY SCOTT LLC
UNITED STATES J.P. MORGAN SECURITIES LLC
UNITED STATES MIRAE ASSET SECURITIES (USA) INC.
UNITED STATES MIZUHO SECURITIES USA LLC
UNITED STATES MORGAN STANLEY & CO. LLC
UNITED STATES MUFG SECURITIES AMERICAS INC.
UNITED STATES NATIONAL BANK OF CANADA FINANCIAL INC.
UNITED STATES NATIONAL FINANCIAL SERVICES LLC
UNITED STATES NATIXIS SECURITIES AMERICAS LLC
UNITED STATES NATWEST MARKETS SECURITIES INC.
UNITED STATES NOMURA SECURITIES INTERNATIONAL, INC.
UNITED STATES PERSHING LLC
UNITED STATES RAYMOND JAMES & ASSOCIATES, INC.
UNITED STATES RBC CAPITAL MARKETS, LLC
UNITED STATES ROYAL BANK OF CANADA (NEW YORK, NY, US, BRANCH)
UNITED STATES SANFORD C. BERNSTEIN & CO., LLC
UNITED STATES SANTANDER US CAPITAL MARKETS LLC
UNITED STATES SCOTIA CAPITAL (USA) INC.
UNITED STATES SG AMERICAS SECURITIES, LLC
UNITED STATES SOCIETE GENERALE (NEW YORK, NY, US, BRANCH)
UNITED STATES STATE STREET BANK AND TRUST COMPANY
UNITED STATES SUMITOMO MITSUI BANKING CORPORATION (NEW YORK, NY, US, BRANCH)
UNITED STATES TD AMERITRADE CLEARING, INC.
 

 

UNITED STATES TD PRIME SERVICES LLC
UNITED STATES TD SECURITIES (USA) LLC
UNITED STATES TRADESTATION SECURITIES, INC.
UNITED STATES TRUIST SECURITIES, INC.
UNITED STATES U.S. BANCORP INVESTMENTS, INC.
UNITED STATES UBS SECURITIES LLC
UNITED STATES VIRTU AMERICAS LLC
UNITED STATES WEDBUSH SECURITIES INC.
UNITED STATES WELLS FARGO BANK, NATIONAL ASSOCIATION
UNITED STATES WELLS FARGO CLEARING SERVICES, LLC
UNITED STATES WELLS FARGO SECURITIES, LLC