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 |