DELEGATION AGREEMENT (Amended, Restated and Consolidated)
Exhibit G(7)
(Amended, Restated and Consolidated)
This Amended, Restated and Consolidated Delegation Agreement is made as of January 1, 2008 (the “Consolidated Agreement”) by and among each Massachusetts business trust and open-end management investment company identified on Appendix A hereto (each such trust and each trust made subject to this Consolidated Agreement in accordance with Section 19 below, shall hereinafter be referred to as a “Trust”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Delegate”).
WHEREAS, MML Series Investment Fund (“MML Series Fund”), a Massachusetts business trust, was organized as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, MassMutual Premier Funds (“MassMutual Premier Funds”), a Massachusetts business trust (formerly known as The DLB Fund Group), was organized as an open-end management investment company under the 1940 Act;
WHEREAS, MassMutual Select Funds (“MassMutual Select Funds”), a Massachusetts business trust (formerly known as MassMutual Institutional Funds), was organized as an open-end management investment company under the 1940 Act;
WHEREAS, MML Series Investment Fund II (“MML Series Fund II”), a Massachusetts business trust, was organized as an open-end management investment company under the 1940 Act;
WHEREAS, the Boards of Trustees of each of the Trusts have previously approved the delegation of certain responsibilities concerning Foreign Assets (as defined below) to Investors Bank & Trust Company;
WHEREAS, each of the Trusts, on behalf of its individual series listed on Appendix A hereto (as such Appendix A may be amended from time to time) (each a “Fund” and collectively, the “Funds”), appointed Investors Bank & Trust Company as a delegate to act as each Fund’s Foreign Custody Manager (as defined below) pursuant to the agreements hereinafter described, all of which are currently in full force and effect without default thereunder (collectively the “Delegation Agreements”):
| • | MassMutual Select Funds: Amended and Restated Delegation Agreement dated July 2, 2001; and Schedule 1 Amendment dated December 14, 2006; |
| • | MassMutual Premier Funds: Delegation Agreement dated April 22, 1998; Appendix A Amendment dated September 27, 2006; and Appendix B Amendment dated September 14, 1998; |
| • | MML Series Fund: Amended and Restated Delegation Agreement dated July 2, 2001; and Schedule 1 Amendment dated May 1, 2006; |
| • | MML Series Fund II: Delegation Agreement dated May 2, 2005; |
WHEREAS, Investors Bank & Trust Company merged with and into the Delegate, effective July 2, 2007, with the result that the Delegate now provides the delegated services as each Fund’s Foreign Custody Manager as of the date of execution of this Consolidated Agreement;
WHEREAS, the Trusts have requested that the Delegate amend, restate and consolidate each of the Delegation Agreements into this Consolidated Agreement and the Delegate has agreed to do so as an accommodation to the Trusts notwithstanding that this Consolidated Agreement is not identical to the form of custodian agreement customarily entered into by the Delegate as custodian and Foreign Custody Manager, in order that the delegated services as Foreign Custody Manager to be provided to the Funds by the Delegate, as successor by merger to Investors Bank & Trust Company, may be made consistently and predictably to each of them;
WHEREAS, pursuant to the provisions of Rule 17f-5 under the 1940 Act, and subject to the terms and conditions set forth herein, the Board of Trustees of the Trust desires to delegate to the Delegate certain responsibilities concerning Foreign Assets (as defined below), and the Delegate hereby agrees to retain such delegation, as described herein; and
WHEREAS, pursuant to the provisions of Rule 17f-7 under the 1940 Act, and subject to the terms and conditions set forth herein, the Board of Trustees of the Trust desires to retain the Delegate to provide certain services concerning Foreign Assets, and the Delegate hereby agrees to provide such services, as described herein;
NOW THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto agree as follows:
| 1. | Definitions |
Capitalized terms in this Agreement have the following meanings:
| a. | Authorized Representative |
Authorized Representative means any one of the persons who are empowered, on behalf of the parties to this Agreement, to receive notices from the other party and to send notices to the other party.
| b. | Board |
Board means the Board of Trustees of the Trust.
| c. | Country Risk |
Country Risk means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s financial infrastructure (including any Securities Depositories operating in such country); prevailing custody and settlement practices; and laws applicable to the safekeeping and recovery of Foreign Assets held in custody.
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| d. | Eligible Foreign Custodian |
Eligible Foreign Custodian has the meaning set forth in Rule 17f-5(a)(1) and it is understood that such term includes foreign branches of U.S. Banks (as the term “U.S. Bank” is defined in Rule 17f-5(a)(7)).
| e. | Foreign Assets |
Foreign Assets has the meaning set forth in Rule 17f-5(a)(2).
| f. | Foreign Custody Manager |
Foreign Custody Manager has the meaning set forth in Rule 17f-5(a)(3).
| g. | Securities Depository |
Securities Depository has the meaning set forth in Rule 17f-4(c)(6).
| h. | Monitor |
Monitor means to re-assess or re-evaluate, at reasonable intervals, a decision, determination or analysis previously made.
| 2. | Representations |
| a. | Delegate’s Representations |
Delegate represents that it is (i) a trust company chartered under the laws of The Commonwealth of Massachusetts and (ii) a U.S. Bank as defined in paragraph (a)(7) of Rule 17f-5(a)(7). Delegate further represents that the persons executing this Agreement and any amendment or appendix hereto on its behalf are duly authorized to so bind the Delegate with respect to the subject matter of this Agreement.
| b. | Trust’s Representations |
The Trust represents that the Board has determined that it is reasonable to rely on Delegate to perform the responsibilities described in this Agreement. The Trust further represents that the persons executing this Agreement and any amendment or appendix hereto on its behalf are duly authorized to so bind each Fund with respect to the subject matter of this Agreement.
| 3. | Jurisdictions and Depositories Covered |
| a. | Initial Jurisdictions and Depositories |
The authority delegated by this Agreement in connection with Rule 17f-5 applies only with respect to Foreign Assets held in the countries and custody arrangements for each such
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country listed on Schedule A. Delegate’s responsibilities under this Agreement in connection with Rule 17f-7 apply only with respect to the Securities Depositories listed in Schedule B. Upon the creation of a new Securities Depository in any of the jurisdictions listed in Schedule B at the time of such creation, such Securities Depository will automatically be deemed to be listed in Schedule B and will be covered by the terms of this Agreement.
| b. | Added Jurisdictions |
The Delegate shall list on Schedule A the Eligible Foreign Custodians selected by the Delegate as Foreign Custody Manager to maintain the assets of the Funds, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Delegate. The Delegate will provide amended versions of Schedule A in accordance with Section 9 hereof.
| c. | Withdrawn Jurisdictions |
The Board may withdraw its (i) delegation to Delegate with respect to any jurisdiction or (ii) retention of Delegate with respect to any Securities Depository, upon written notice to Delegate. Delegate may withdraw its (i) acceptance of delegation with respect to any jurisdiction or (ii) retention with respect to any Securities Depository, upon written notice to the Board. Ten days (or such longer period as to which the parties agree in such event) after receipt of any such notice by the Authorized Representative of the party other than the party giving notice, Delegate shall have no further responsibility or authority under this Consolidated Agreement with respect to the jurisdiction(s) or Securities Depository(ies) as to which delegation is withdrawn.
| 4. | Delegation of Authority to Act as Foreign Custody Manager |
Each Trust delegates to the Delegate, subject to Section (b) of Rule 17f-5, the responsibilities set forth in Sections 3, 4 and 5 of this Consolidated Agreement with respect to Foreign Assets of the Funds held outside the United States, and Delegate accepts such delegation as each Fund’s Foreign Custody Manager.
| a. | Selection of Eligible Foreign Custodians |
Subject to the provisions of this Consolidated Agreement and the requirements of Rule 17f-5 (and any other applicable law), Delegate is authorized and directed to place and maintain Foreign Assets in the care of any Eligible Foreign Custodian(s) selected by Delegate in each jurisdiction to which this Consolidated Agreement applies, except that Delegate does not accept such authorization and direction with regard to Securities Depositories.
| b. | Contracts With Eligible Foreign Custodians |
Subject to the provisions of this Consolidated Agreement and the requirements of Rule 17f-5 (and any other applicable law), Delegate is authorized to enter into, on behalf of each Fund, such written contracts governing each Fund’s foreign custody arrangements with such Eligible Foreign Custodians as Delegate deems appropriate.
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| 5. | Monitoring of Eligible Foreign Custodians and Contracts |
In each case in which Delegate has exercised the authority delegated under this Consolidated Agreement to place Foreign Assets with an Eligible Foreign Custodian, Delegate is authorized to, and shall, on behalf of each Fund, establish a system to Monitor the appropriateness of maintaining Foreign Assets with such Eligible Foreign Custodian. In each case in which Delegate has exercised the authority delegated under this Consolidated Agreement to enter into a written contract governing each Fund’s foreign custody arrangements, Delegate is authorized to, and shall, on behalf of each Fund, establish a system to Monitor the performance of such contract, and shall promptly notify each Fund or its investment adviser if an Eligible Foreign Custodian no longer meets the requirements of Rule 17f-5.
| 6. | Securities Depositories |
a. In accordance with the requirements of Rule 17f-7, Delegate shall, upon execution of this Consolidated Agreement, provide the Trust or its investment adviser with an analysis of the custody risks associated with maintaining assets with each Securities Depository listed on Schedule B hereto.
b. In accordance with the requirements of Rule 17f-7, Delegate shall Monitor the custody risks associated with maintaining assets with each Securities Depository listed on Schedule B hereto on a continuing basis, and shall promptly notify the Trust or its investment adviser of any material change in such risks, including without limitation any change that would cause a Securities Depository not to qualify as an Eligible Securities Depository as defined in Rule 17f-7(b)(1).
| 7. | Guidelines and Procedures for the Exercise of Delegated Authority |
| a. | Board’s Conclusive Determination Regarding Country Risk |
In exercising its delegated authority under this Consolidated Agreement, Delegate may assume, for all purposes, that the Board (or each Fund’s investment adviser, pursuant to authority delegated by the Board) has considered, and pursuant to its fiduciary duties to each Fund and each Fund’s shareholders, determined to accept, such Country Risk as is incurred by placing and maintaining Foreign Assets in the jurisdictions to which this Consolidated Agreement applies. In exercising its delegated authority under this Consolidated Agreement, Delegate may also assume that the Board (or each Fund’s investment adviser, pursuant to authority delegated by the Board) has, and will continue to, Monitor such Country Risk to the extent the Board (or such investment adviser) deems necessary or appropriate.
Except as specifically described herein, nothing in this Consolidated Agreement shall require Delegate to make any selection or to engage in any Monitoring on behalf of any Fund that would entail consideration of Country Risk.
| b. | Selection of Eligible Foreign Custodians |
In exercising the authority delegated under this Consolidated Agreement to place Foreign Assets with an Eligible Foreign Custodian, Delegate shall determine that Foreign Assets
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will be subject to reasonable care, based on the standards applicable to custodians in the market in which the Foreign Assets will be held, after considering all factors relevant to the safekeeping of such Foreign Assets, including, without limitation;
| i. | The Eligible Foreign Custodian’s practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; |
| ii. | Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for Foreign Assets; |
| iii. | The Eligible Foreign Custodian’s general reputation and standing; and |
| iv. | Whether the Trust will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian’s consent to service of process in the United States. |
| c. | Evaluation of Written Contracts |
In exercising the authority delegated under this Consolidated Agreement to enter into written contracts governing a Fund’s foreign custody arrangements with an Eligible Foreign Custodian, Delegate shall determine that such contracts provide reasonable care for Foreign Assets based on the standards applicable to Eligible Foreign Custodians in the relevant market including, without limitation, the standards set forth in Section 7(b) herein. In making this determination, Delegate shall ensure that the terms of such contracts comply with the provisions of Rule 1 7f- 5(c)(2).
| d. | Monitoring of Eligible Foreign Custodians |
In exercising the authority delegated under this Consolidated Agreement to establish a system to Monitor the appropriateness of maintaining Foreign Assets with an Eligible Foreign Custodian or the appropriateness of a written contract governing a Fund’s foreign custody arrangements, Delegate shall consider any factors and criteria set forth in Sections 7(b) and 7(c) herein. If, as a result of its Monitoring of Eligible Foreign Custodian relationships hereunder or otherwise, the Delegate determines in its sole discretion that it is in the best interest of the safekeeping of the Foreign Assets to move such Foreign Assets to a different Eligible Foreign Custodian, the Fund shall bear any expense related to such relocation of Foreign Assets. If any arrangement with an Eligible Foreign Custodian no longer meets the requirements of Rule 17f-5(c), the Delegate shall promptly notify the Fund.
| 8. | Standard of Care |
a. In exercising the authority delegated under this Consolidated Agreement with regard to its duties under Rule 1 7f-5, Delegate agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Foreign Assets of an
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investment company registered under the 1940 Act would exercise, including without limitation with regard to its duties pursuant to Sections 3, 4, 5 and 7 hereof.
b. In carrying out its responsibilities under this Consolidated Agreement with regard to Rule ▇▇▇-▇, ▇▇▇▇▇▇▇▇ agrees to exercise reasonable care, prudence and diligence, including without limitation with regard to its duties pursuant to Sections 3 and 6 hereof.
| 9. | Reporting Requirements |
Delegate agrees to provide written reports notifying the Board of the placement of Foreign Assets with a particular Eligible Foreign Custodian and of any material change in a Fund’s arrangements with such Eligible Foreign Custodians. The Delegate shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Delegate shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Funds after the occurrence of the material change.
| 10. | Provision of Information Regarding Country Risk |
The Delegate shall provide to each Board the information with respect to custody and settlement practices in countries in which the Delegate employs an Eligible Foreign Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder. Such information shall be updated from time to time as the Delegate reasonably deems necessary.
| 11. | Limitation of Liability |
a. Subject to Section 8, notwithstanding anything in this Consolidated Agreement to the contrary, in no event shall the Delegate or any of its officers, directors, employees or agents (collectively, the “Indemnified Parties”) be liable to the Trust or any third party, and the Trust shall indemnify and hold the Delegate and the Indemnified Parties harmless from and against any and all loss, damage, liability, actions, suits, claims, costs and expenses, including legal fees, (a “Claim”) arising as a result of any act or omission of the Delegate or any Indemnified Party under this Consolidated Agreement, except for any Claim resulting solely from the negligence, willful misfeasance or bad faith of the Delegate or any Indemnified Party. Notwithstanding anything in this Consolidated Agreement to the contrary, neither the Delegate nor the Indemnified Parties shall be liable for, and the Delegate and the Indemnified Parties shall be indemnified against, any Claim arising as a result of:
| i. | Any act or omission by the Delegate or any Indemnified Party in reasonable good faith reliance upon the terms of this Consolidated Agreement, any resolution of the Board, telegram, telecopy, notice, request, certificate or other instrument reasonably believed by the Delegate to be genuine; |
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| ii. | Any information which the Delegate provides or does not provide under Section 10 hereof; |
| iii. | Any happenings or events that cannot be controlled or contained by such party, including but not limited to acts of God, earthquakes, fires, floods, storms or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, nuclear fusion, fission or radiation. |
b. Notwithstanding anything to the contrary in this Consolidated Agreement, in no event shall the Delegate or the Indemnified Parties be liable to the Trust or any third party for lost profits or lost revenues or any special, consequential, punitive or incidental damages of any kind whatsoever in connection with this Consolidated Agreement or any activities hereunder.
| 12. | Effectiveness and Termination of Consolidated Agreement |
This Consolidated Agreement shall be effective as of the date that first appears above and shall remain in effect until terminated as provided herein. This Consolidated Agreement may be terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective 30 days after receipt by the non-terminating party of such notice.
| 13. | Authorized Representatives and Notices |
The respective Authorized Representatives of the Trust and the Board, and the addresses to which notices and other documents under this Consolidated Agreement are to be sent to each, are as set forth in Schedule D. Any Authorized Representative of a party may add or delete persons from that party’s list of Authorized Representatives by written notice to an Authorized Representative of the other party.
| 14. | Governing Law |
This Consolidated Agreement shall be construed in accordance with the laws of The Commonwealth of Massachusetts without regard to principles of choice of law.
| 15. | Amendments |
This Consolidated Agreement constitutes the entire agreement between the parties and may not be altered or amended, except by an instrument in writing, executed by both parties, and in the case of the Trust, such alteration or amendment will be authorized and approved by its Board.
| 16. | Parties |
This Consolidated Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this
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Consolidated Agreement will not be assignable by the Trust without the written consent of the Delegate or by the Delegate without the written consent of the Trust.
| 17. | Books and Records |
Delegate will keep and maintain books and records regarding its actions under this Consolidated Agreement pursuant to the terms and conditions of this Consolidated Agreement and in compliance with the applicable rules and regulations under the 1940 Act. Such books and records will be available for the Trust (or its representative) to inspect, or if such books and records fall within Rule 31a-3, the parties acknowledge that such books and records are the property of the Trust and the Delegate will make such records available to the Trust promptly upon its request.
| 18. | Counterparts |
This Consolidated Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
| 19. | Additional Funds |
In the event that any open-end management investment company in addition to those listed on Appendix A hereto desires to have the Delegate render services as Foreign Custody Manager under the terms hereof, it shall so notify the Delegate in writing, and if the Delegate agrees in writing to provide such services, such open-end management investment company shall become a Trust hereunder and be bound by all terms and conditions and provisions hereof.
| 20. | Additional Portfolios |
In the event that any Trust establishes one or more series of shares in addition to those set forth on Appendix A hereto with respect to which it desires to have the Delegate render services as Foreign Custody Manager under the terms hereof, it shall so notify the Delegate in writing, and if the Delegate agrees in writing to provide such services, such series of shares shall become a Fund hereunder.
| 21. | Disclaimer of Liability |
A copy of the Agreement and Declaration of Trust of each Trust is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust; provided, however, that the Agreement and Declaration of Trust of the Trust provides that the assets of a particular series of the Trust shall under no circumstances be charged with liabilities attributable to any other series of the Trust and that all persons extending credit to, or contracting with or having any claim against a particular series of the Trust shall look only to the assets of that particular series for payment of such credit, contract or claim.
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IN WITNESS WHEREOF, the parties hereto have caused this Consolidated Agreement to be executed by their duly authorized representatives as of the date first written above.
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: CFO and Treasurer
MASSMUTUAL PREMIER FUNDS
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: CFO and Treasurer
MASSMUTUAL SELECT FUNDS
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: CFO and Treasurer
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: CFO and Treasurer
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List of Schedules and Appendices
Schedule A – State Street Global Custody Network Subcustodians
Schedule B – State Street Global Custody Network Depositories Operating in Network Markets
Schedule C – Market Information
Schedule D – Authorized Representatives
Appendix A – List of Trusts and Funds
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SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Market | Subcustodian | |
| Argentina | Citibank, N.A. | |
| Australia | The Hongkong and Shanghai Banking Corporation Limited | |
| Citibank Pty. Limited | ||
| Austria | Erste Bank der Österreichischen Sparkassen AG | |
| Bahrain | HSBC Bank Middle East Limited | |
| (as delegate of the Hongkong and Shanghai Banking Corporation Limited) | ||
| Bangladesh | Standard Chartered Bank | |
| Belgium | Deutsche Bank AG, Netherlands (operating through its Amsterdam branch) | |
| Benin | via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast | |
| Bermuda | Bank of Bermuda Limited | |
| Botswana | Barclays Bank of Botswana Limited | |
| Brazil | Citibank, N.A. | |
| Bulgaria | ING Bank N.V. | |
| Burkina Faso | via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast | |
| Canada | State Street Trust Company Canada | |
| Cayman Islands | Scotiabank & Trust (Cayman) Limited | |
| Chile | Banco Itau Chile | |
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Market | Subcustodian | |
| People’s Republic | HSBC Bank (China) Company Limited | |
| of China | (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | |
| (Shanghai and Shenzhen) | ||
| Colombia | Cititrust Colombia S.A. Sociedad Fiduciaria | |
| Costa Rica | Banco BCT S.A. | |
| Croatia | Privredna Banka Zagreb d.d | |
| Cyprus | Marfin Popular Bank Public Company Limited | |
| Czech Republic | Československá Obchodní Banka, A.S. | |
| Denmark | Skandinaviska Enskilda Bankken AB, Sweden (operating through its Copenhagen branch) | |
| Ecuador | Banco de la Producción S.A. PRODUBANCO | |
| Egypt | HSBC Bank Egypt S.A.E. | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Estonia | AS Hansabank | |
| Finland | Skandinaviska Enskilda Bankken AB, Sweden (operating through its Helsinki branch) | |
| France | Deutsche Bank AG, Netherlands (operating through its Paris branch) | |
| Germany | Deutsche Bank AG | |
| Ghana | Barclays Bank of Ghana Limited | |
| Greece | National Bank of Greece S.A. | |
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Market | Subcustodian | |
| Guinea-Bissau | via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast | |
| Hong Kong | Standard Chartered Bank (Hong Kong) Limited | |
| Hungary | UniCredit Bank Hungary Zrt. | |
| Iceland | Kaupthing Bank hf. | |
| India | Deutsche Bank AG | |
| The Hongkong and Shanghai Banking Corporation Limited | ||
| Indonesia | Deutsche Bank AG | |
| Ireland | Bank of Ireland | |
| Israel | Bank Hapoalim B.M. | |
| Italy | Deutsche Bank S.p.A. | |
| Ivory Coast | Société Générale de Banques en Côte d’Ivoire | |
| Jamaica | Bank of Nova Scotia Jamaica Ltd. | |
| Japan | Mizuho Corporate Bank Ltd. | |
| Sumitomo Mitsui Banking Corporation | ||
| Jordan | HSBC Bank Middle East Limited | |
| (as delegate of the Hongkong and Shanghai Banking Corporation Limited) | ||
| Kazakhstan | HSBC Bank Kazakhstan | |
| (as delegate of the Hongkong and Shanghai Banking Corporation Limited) | ||
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Market | Subcustodian | |
| Kenya | Barclays Bank of Kenya Limited | |
| Republic of Korea | Deutsche Bank AG | |
| The Hongkong and Shanghai Banking Corporation Limited | ||
| Kuwait | HSBC Bank Middle East Limited | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Latvia | A/s Hansabanka | |
| Lebanon | HSBC Bank Middle East | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Lithuania | SEB Vilniaus Bankas AB | |
| Malaysia | Standard Chartered Bank Malaysia Berhad | |
| Mali | via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast | |
| Malta | The Hongkong and Shanghai Banking Corporation Limited | |
| Mauritius | The Hongkong and Shanghai Banking Corporation Limited | |
| Mexico | Banco Nacional de México S.A. | |
| Morocco | Attijariwafa bank | |
| Namibia | Standard Bank Namibia Limited | |
| Netherlands | Deutsche Bank AG | |
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Market | Subcustodian | |
| New Zealand | The Hongkong and Shanghai Banking Corporation Limited | |
| Niger | via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast | |
| Nigeria | IBTC Chartered Bank Plc. | |
| Norway | Skandinaviska Enskilda Bankken AB, Sweden (operating through its Oslo branch) | |
| Oman | HSBC Bank Middle East Limited | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Pakistan | Deutsche Bank AG | |
| Palestine | HSBC Bank Middle East Limited | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Panama | HSBC Bank (Panama) S.A. | |
| Peru | Citibank del Péru, S.A. | |
| Philippines | Standard Chartered Bank | |
| Poland | Bank Handlowy w Warszawie S.A. | |
| Portugal | Banco Comercial Português S.A. | |
| Puerto Rico | Citibank N.A. | |
| Qatar | HSBC Bank Middle East Limited | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Romania | ING Bank N.V. | |
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Market | Subcustodian | |
| Russia | ING Bank (Eurasia) ZAO, Moscow | |
| Saudi Arabia | Saudi British Bank | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Senegal | ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ de Banques en Côte d’Ivoire, Abidjan, Ivory Coast | |
| Serbia | Unicredit Bank Serbia JSC | |
| Singapore | DBS Bank Limited | |
| United Overseas Bank Limited | ||
| Slovak Republic | Československá Obchodní Banka, A.S., pobocka zahranicnej banky v SR | |
| Slovenia | Unicredit Bank Slovenija d.d. | |
| South Africa | Nedbank Limited | |
| Standard Bank of South Africa Limited | ||
| Spain | Deutsche Bank S.A.E. | |
| Sri Lanka | The Hongkong and Shanghai Banking Corporation Limited | |
| Swaziland | Standard Bank Swaziland Limited | |
| Sweden | Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ | |
| Switzerland | UBS AG | |
| Taiwan - R.O.C. | Bank of Taiwan | |
| Thailand | Standard Chartered Bank (Thai) Public Company Limited | |
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Market | Subcustodian | |
| Togo | via Société Générale de Banques en Côte d’Ivoire, Abidjan, Ivory Coast | |
| Trinidad & Tobago | Republic Bank Limited | |
| Tunisia | Banque Internationale Arabe de Tunisie | |
| Turkey | Citibank, A.S. | |
| Uganda | Barclays Bank of Uganda Limited | |
| Ukraine | ING Bank Ukraine | |
| United Arab Emirates - | HSBC Bank Middle East Limited | |
| Dubai Financial Market | (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | |
| United Arab Emirates - | HSBC Bank Middle East Limited | |
| Dubai International | (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | |
| Financial Center | ||
| United Kingdom | State Street Bank and Trust Company, United Kingdom Branch | |
| Uruguay | Bank Itau Uruguay S.A. | |
| Venezuela | Citibank, N.A. | |
| Vietnam | The Hongkong and Shanghai Banking Corporation Limited | |
| Zambia | Barclays Bank of Zambia Plc. | |
| Zimbabwe | Barclays Bank of Zimbabwe Limited | |
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Country | Depositories | |
| Argentina | Caja de Valores S.A. | |
| Australia | Austraclear Limited | |
| Austria | Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division) | |
| Bahrain | Clearing, Settlement, and Depository System of the Bahrain Stock Exchange | |
| Bangladesh | Central Depository Bangladesh Limited | |
| Belgium | Banque Nationale de Belgique | |
| Euroclear Belgium | ||
| Benin | Dépositaire Central – Banque de Règlement | |
| Bermuda | Bermuda Securities Depository | |
| Brazil | Central de Custódia e de Liquidação Financeira de Títulos Privados (CETIP) | |
| Companhia Brasileira de Liquidação e Custódia | ||
| Sistema Especial de Liquidação e de Custódia (SELIC) | ||
| Bulgaria | Bulgarian National Bank | |
| Central Depository AD | ||
| Burkina Faso | Dépositaire Central – Banque de Règlement | |
| Canada | The Canadian Depository for Securities Limited | |
| Chile | Depósito Central de Valores S.A. | |
1
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Country | Depositories | |
| People’s Republic | China Securities Depository and Clearing Corporation Limited | |
| of China | Shanghai Branch | |
| China Securities Depository and Clearing Corporation Limited | ||
| Shenzhen Branch | ||
| Colombia | Depósito Central de Valores | |
| Depósito Centralizado de Valores de Colombia S..A. (DECEVAL) | ||
| Costa Rica | Central de Valores S.A. | |
| Croatia | Središnja Depozitarna Agencija d.d. | |
| Cyprus | Central Depository and Central Registry | |
| Czech Republic | Czech National Bank | |
| Stredisko cenných papíru – Ceská republika | ||
| Denmark | Værdipapircentralen | |
| Dubai International | Central Securities Depository department of the Dubai | |
| Financial Center | International Financial Exchange | |
| Egypt | Misr for Clearing, Settlement, and Depository S.A.E. | |
| Central Bank of Egypt | ||
| Estonia | AS Eesti Väärtpaberikeskus | |
| Finland | Suomen Arvopaperikeskus Oy | |
| France | Euroclear France | |
| Germany | Clearstream Banking AG, Frankfurt | |
2
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Country | Depositories | |
| Greece | Apothetirion Titlon AE - Central Securities Depository | |
| Bank of Greece, System for Monitoring Transactions in Securities in | ||
| Book-Entry Form | ||
| Guinea-Bissau | Dépositaire Central – Banque de Règlement | |
| Hong ▇▇▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇ Securities Clearing Company Limited | ||
| Hungary | Központi Elszámolóház és Értéktár (Budapest) Rt. (KELER) | |
| Iceland | Icelandic Securities Depository Limited | |
| India | Central Depository Services (India) Limited | |
| National Securities Depository Limited | ||
| Reserve Bank of India | ||
| Indonesia | Bank Indonesia | |
| PT Kustodian Sentral Efek Indonesia | ||
| Israel | Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearing House) | |
| Italy | Monte Titoli S.p.A. | |
| Ivory Coast | Dépositaire Central – Banque de Règlement | |
| Jamaica | Jamaica Central Securities Depository | |
3
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Country | Depositories | |
| Japan | Bank of Japan - Net System | |
| Japan Securities Depository Center (JASDEC) Incorporated | ||
| Jordan | Securities Depository Center | |
| Kazakhstan | Central Securities Depository | |
| Kenya | Central Depository and Settlement Corporation Limited | |
| Central Bank of Kenya | ||
| Republic of Korea | Korea Securities Depository | |
| Kuwait | Kuwait Clearing Company | |
| Latvia | Latvian Central Depository | |
| Lebanon | Banque du Liban | |
| Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) ▇.▇.▇. | ||
| Lithuania | Central Securities Depository of Lithuania | |
| Malaysia | Bank Negara Malaysia | |
| Bursa Malaysia Depository Sdn. Bhd. | ||
| Mali | Dépositaire Central – Banque de Règlement | |
| Malta | Central Securities Depository of the Malta Stock Exchange | |
4
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Country | Depositories | |
| Mauritius | Bank of Mauritius | |
| Central Depository and Settlement Co. Ltd. | ||
| Mexico | S.D. INDEVAL, S.A. de C.V. | |
| Morocco | Maroclear | |
| Namibia | Bank of Namibia | |
| Netherlands | Euroclear Nederland | |
| New Zealand | New Zealand Central Securities Depository Limited | |
| Niger | Dépositaire Central – Banque de Règlement | |
| Nigeria | Central Securities Clearing System Limited | |
| Norway | Verdipapirsentralen | |
| Oman | Muscat Depository & Securities Registration Company, SAOC | |
| Pakistan | Central Depository Company of Pakistan Limited | |
| State Bank of Pakistan | ||
| Palestine | Clearing, Depository and Settlement, a department | |
| of the Palestine Securities Exchange | ||
| Panama | Central Latinoamericana de Valores, S.A. (LatinClear) | |
5
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Country | Depositories | |
| Peru | Caja de Valores y Liquidaciones, Institución de | |
| Compensación y Liquidación de Valores S.A | ||
| Philippines | Philippine Depository & Trust Corporation | |
| Registry of Scripless Securities (▇▇▇▇) of the Bureau of Treasury | ||
| Poland | Rejestr Papierów Wartościowych | |
| Krajowy Depozyt Papierów Wartos´ciowych S.A. | ||
| Portugal | INTERBOLSA – Sociedade Gestora de Sistemas de Liquidação | |
| e de Sistemas Centralizados de Valores Mobiliários, S.A. | ||
| Qatar | Central Clearing and Registration (CCR), a | |
| department of the Doha Securities Market | ||
| Romania | S.C. Depozitarul Central S.A. | |
| National Bank of Romania | ||
| Russia | Vneshtorgbank, Bank for Foreign Trade of the Russian Federation | |
| National Depository Center | ||
| Saudi Arabia | Tadawul Central Securities Depository | |
| Senegal | Dépositaire Central – Banque de Règlement | |
| Serbia | Central Registrar and Central Depository for Securities | |
| Singapore | The Central Depository (Pte) Limited | |
| Monetary Authority of Singapore | ||
6
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Country | Depositories | |
| Slovak Republic | Náodná banka slovenska | |
| Centralny depozitar cenných papierov SR, a.s. | ||
| Slovenia | KDD – Centralna klirinsko depotna ▇▇▇▇▇▇ ▇.▇. | |
| South Africa | Strate Ltd. | |
| Spain | IBERCLEAR | |
| Sri Lanka | Central Depository System (Pvt) Limited | |
| Sweden | Värdepapperscentralen VPC AB | |
| Switzerland | SegaIntersettle AG (SIS) | |
| Taiwan - R.O.C. | Taiwan Depository and Clearing Corporation | |
| Thailand | Thailand Securities Depository Company Limited | |
| Togo | Dépositaire Central – Banque de Règlement | |
| Trinidad and Tobago | Central Bank of Trinidad and Tobago | |
| Tunisia | Société Tunisienne Interprofessionelle pour la Compensation | |
| et de Dépôts des Valeurs Mobilières (STICODEVAM) | ||
| Turkey | Central Bank of Turkey | |
| Central Registry Agency | ||
| Uganda | Bank of Uganda | |
7
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
| Country | Depositories | |
| Ukraine | Mizhregionalny Fondovy Souz | |
| National Bank of Ukraine | ||
| United Arab Emirates | Clearing and Depository System, a department of the Dubai Financial Market | |
| Dubai International Financial Exchange Ltd. central securities depository | ||
| United Kingdom | Euroclear UK & Ireland Limited | |
| Uruguay | Banco Central del Uruguay | |
| Venezuela | Banco Central de Venezuela | |
| Caja Venezolana de Valores | ||
| Vietnam | Vietnam Securities Depository | |
| Zambia | Bank of Zambia | |
| ▇▇▇▇ Central Shares Depository Limited | ||
TRANSNATIONAL
Euroclear
Clearstream Banking, S.A.
8
SCHEDULE C
MARKET INFORMATION
| Publication/Type of Information (scheduled frequency) |
Brief Description | |
| The Guide to Custody in World Markets (hardcopy annually and regular website updates) |
An overview of settlement and safekeeping procedures, custody practices and foreign investor considerations for the markets in which State Street offers custodial services. | |
| Global Custody Network Review (annually) |
Information relating to Foreign Sub-Custodians in State Street’s Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Street’s market expansion and Foreign Sub-Custodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Sub-Custodian banks. | |
| Securities Depository Review (annually) |
Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7. | |
| Global Legal Survey (annually) |
With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts (i) access of a fund’s independent public accountants to books and records of a Foreign Sub- Custodian or Foreign Securities System, (ii) a fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) a fund’s ability to recover in the event of a loss by a Foreign Sub-Custodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars. | |
| Subcustodian Agreements (annually) |
Copies of the contracts that State Street has entered into with each Foreign Sub-Custodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services. | |
| Global Market Bulletin (daily or as necessary) |
Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Street’s clients. | |
| Foreign Custody Advisories (as necessary) |
For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street issues market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels. | |
| Material Change Notices (presently on a quarterly basis or as otherwise necessary) |
Informational letters and accompanying materials confirming State Street’s foreign custody arrangements, including a summary of material changes with Foreign Sub-Custodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories. | |
SCHEDULE D
Authorized Representatives
The names and addresses of each party’s authorized representatives are set forth below:
A. Boards
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
President — MassMutual Select Funds/MassMutual Premier Funds
c/o Massachusetts Mutual Life Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President — MML Series Investment Fund/MML Series Investment Fund II
c/o Massachusetts Mutual Life Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy to:
Secretary/Clerk — MassMutual Funds
Office of the General Counsel – RS Section
Massachusetts Mutual Life Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
B. Delegate
State Street Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Director, Client Management
Fax: (▇▇▇)▇▇▇-▇▇▇▇
With a copy to:
State Street Bank and Trust Company
▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Mutual Funds Legal Department
12
Appendix A
Trusts and Funds
MassMutual Premier Funds
MassMutual Premier Diversified Bond Fund
MassMutual Premier Core Bond Fund
MassMutual Premier Value Fund
MassMutual Premier Money Market Fund
MassMutual Premier Small Company Opportunities Fund
MassMutual Premier Balanced Fund
MassMutual Premier International Equity Fund
MassMutual Premier Short-Duration Fund
MassMutual Premier Inflation-Protected Bond Fund
MassMutual Premier High Yield Fund
MassMutual Premier Enhanced Index Value Fund
MassMutual Premier Enhanced Index Core Equity Fund
MassMutual Premier Core Growth Fund
MassMutual Premier Enhanced Index Growth Fund
MassMutual Premier Small Capitalization Value Fund
MassMutual Premier Capital Appreciation Fund
MassMutual Premier Global Fund
MassMutual Premier Main Street Fund
MassMutual Premier Strategic Income Fund
MassMutual Premier Focused International Fund
MassMutual Premier Discovery Value Fund
MassMutual Premier Main Street Small Cap Fund
MassMutual Premier Core Value Equity Fund
MassMutual Premier International Bond Fund
MassMutual Select Funds
MassMutual Select Mid Cap Growth Equity Fund
MassMutual Select Small Cap Growth Equity Fund
MassMutual Select Small Company Value Fund
MassMutual Select Small Company Growth Fund
MassMutual Select Strategic Balanced Fund
MassMutual Select Large Cap Value Fund
MassMutual Select Aggressive Growth Fund
MassMutual Select NASDAQ 100 Fund
MassMutual Select Emerging Growth Fund
MassMutual Select Focused Value Fund
MassMutual Select Mid Cap Growth Equity II Fund
MassMutual Select Indexed Equity Fund
MassMutual Select Value Equity Fund
MassMutual Select Overseas Fund
13
MassMutual Select Blue Chip Growth Fund
MassMutual Select Fundamental Value Fund
MassMutual Select Large Cap Growth Fund
MassMutual Select Destination Retirement 2010 Fund
MassMutual Select Destination Retirement 2020 Fund
MassMutual Select Destination Retirement 2030 Fund
MassMutual Select Destination Retirement 2040 Fund
MassMutual Select Destination Retirement 2050 Fund
MassMutual Select Destination Retirement Income Fund
MassMutual Select Diversified Value Fund
MassMutual Select Strategic Bond Fund
MassMutual Select Core Opportunities Fund
MassMutual Select Small Cap Value Equity Fund
MassMutual Select Small Cap Core Equity Fund
MassMutual Select Mid Cap Value Fund
MassMutual Select Diversified International Fund
MassMutual Select Diversified Growth Fund
MML Series Fund
MML Equity Index Fund
MML Growth Equity Fund
MML Small Cap Growth Equity Fund
MML Large Cap Value Fund
MML NASDAQ 100 Fund
MML Emerging Growth Fund
MML Asset Allocation Fund
MML Equity Income Fund
MML Income & Growth Fund
MML Growth & Income Fund
MML Blue Chip Growth Fund
MML Large Cap Growth Fund
MML Concentrated Growth Fund
MML Mid Cap Value Fund
MML Mid Cap Growth Fund
MML Small Cap Value Fund
MML Small Cap Index Fund
MML Global Fund
MML Foreign Fund
MML Conservative Allocation Fund
MML Balanced Allocation Fund
MML Moderate Allocation Fund
MML Growth Allocation Fund
MML Aggressive Allocation Fund
14
MML Series Fund II
MML Blend Fund
MML Enhanced Index Core Equity Fund
MML Equity Fund
MML Inflation-Protected Bond Fund
MML Managed Bond Fund
MML Money Market Fund
MML Small Cap Equity Fund
MML Small Company Opportunities Fund
15