Amendment No. 3 To Fund Accounting Services Agreement
Exhibit (k)(4)
Amendment No. 3
To
Fund Accounting Services Agreement
This Amendment No. 3 To Fund Accounting Services Agreement (“Amendment No. 3”), dated as of May 23, 2019 (“Effective Date”), is being entered into by and between The Bank of New York Mellon (“Fund Accounting Agent”) and each Fund identified on Exhibit A to this Amendment No. 3 on behalf of each of its Portfolios identified on Exhibit A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Original Agreement (as defined below).
Background
Fund Accounting Agent and certain of the Funds on behalf of certain of the Portfolios previously entered into the Fund Accounting Services Agreement made as of January 1, 2018, as amended (“Original Agreement”). The parties wish to amend the Original Agreement as set forth in this Amendment No. 3.
Terms
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree to all statements made above and as follows:
1. Modifications to Original Agreement.
(a) Exhibit D. The Original Agreement is hereby amended to add a new Exhibit D - Additional Services attached to this Amendment No. 3.
(b) Section 18(a)(1) Services.
(i) Fund Accounting Agent shall provide for each Portfolio identified on Exhibit A as a recipient of Section 18(a)(1) Services and the Agreement is hereby amended to include the services more fully set forth under the subheading “Section 18(a)(1) Services” (“Section 18(a)(1) Services”) on Exhibit D.
(ii) In carrying out the Section 18(a)(1) Services, Fund Accounting Agent shall not be responsible for: (a) inaccuracies of, errors in or omissions of, any data, procedures or methodologies required for the Section 18(a)(1) Services which are provided to it by a Portfolio, a Portfolio’s Manager or other entities unaffiliated with Fund Accounting Agent (collectively, for purposes of this Section 1(b), “Third Parties”) or (b) review of such data, procedures or methodologies provided to it by any Third Party.
(c) Compliance Services.
(i) Fund Accounting Agent shall provide for each Portfolio identified on Exhibit A as a recipient of Compliance Services and the Agreement is hereby amended to include the services more fully set forth under the subheading “Compliance Services” (“Compliance Services”) on Exhibit D.
(ii) The precise compliance review and testing services to be provided shall be as directed by the applicable Portfolio and as mutually agreed between Fund Accounting Agent and such Portfolio, and the results of Fund Accounting Agent’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the applicable Portfolio. Fund Accounting Agent shall have no responsibility or obligation to provide Compliance Services other than those services specifically listed in Exhibit D.
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(iii) A Portfolio will examine each Compliance Summary Report delivered to it by Fund Accounting Agent and notify Fund Accounting Agent of any error, omission or discrepancy within ten (10) days of its receipt. Each Portfolio agrees to notify Fund Accounting Agent promptly in writing if it fails to receive any such Compliance Summary Report. Each Portfolio further acknowledges that unless it notifies Fund Accounting Agent of any error, omission or discrepancy within ten (10) days, such Compliance Summary Report shall be deemed final and shall not be reissued. In addition, if a Portfolio learns of any out-of-compliance condition before receiving a Compliance Summary Report reflecting such condition, the Portfolio will notify Fund Accounting Agent of such condition within one (1) business day after discovery thereof.
(iv) Fund Accounting Agent will endeavor to identify out-of-compliance conditions with respect to the specific tests agreed between Fund Accounting Agent and the applicable Portfolio. A Fund’s sole and exclusive remedy with respect to errors or omissions in the performance of Compliance Services, absent willful misfeasance, bad faith or gross negligence, shall be limited to re-performance by Fund Accounting Agent of the Compliance Services affected and in connection therewith the correction of any error or omission, if practicable, and the preparation of a corrected report, at no cost to the Fund.
(d) Exhibit A. The Original Agreement is hereby amended by deleting Exhibit A in its entirety and replacing it with the Exhibit A attached to this Amendment No. 3.
2. Adoption of Amended Agreement by New Funds and New Portfolios. Each Fund and each Portfolio of a Fund that has been added to Exhibit A by virtue of this Amendment No. 3 acknowledges and agrees that (i) by virtue of its execution of this Amendment No. 3 it becomes and is a party to the Original Agreement as amended by this Amendment No. 3 (“Amended Agreement”) as of the Effective Date, or if Fund Accounting Agent commenced providing services to the Fund or Portfolio, respectively, prior to the Effective Date, as of the date Fund Accounting Agent first provided services to such Fund or Portfolio, respectively, (ii) it is bound by all terms and conditions of the Amended Agreement as of such date and (iii) the duly authorized officer of the Fund or Portfolio identified on the signature page annexed hereto has full power and authority to enter into this Amendment No. 3 on behalf of such Fund or Portfolio.
3. Remainder of Original Agreement. Except as specifically modified by this Amendment No. 3, all terms and conditions of the Original Agreement shall remain in full force and effect.
4. Governing Law. The governing law of the Original Agreement shall be the governing law of this Amendment No. 3.
5. Entire Agreement. This Amendment No. 3 constitutes a complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein and the amendment of the Original Agreement with respect to such subject matter.
6. Facsimile Signatures; Counterparts. This Amendment No. 3 may be executed in one or more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed copies of this Amendment No. 3 or of executed signature pages to this Amendment No. 3 by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Amendment No. 3.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be executed by their duly authorized officers, as of the Effective Date.
| EACH FUND ON BEHALF OF EACH OF ITS PORTFOLIOS IDENTIFIED ON EXHIBIT A ANNEXED HERETO | ||
| By: |
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| Name: |
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| Title: |
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| THE BANK OF NEW YORK MELLON | ||
| By: |
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| Name: |
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| Title: |
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EXHIBIT A1
(Dated: May 23, 2019)
This Exhibit A, amended and restated effective as of May 23, 2019, is Exhibit A to the Original Agreement, as amended through the Effective Date.
| Funds/Portfolios |
Custodian | Manager/ Investment Advisor |
||||||
| Open-End Funds |
||||||||
| ▇▇▇▇ ▇▇▇▇▇ Global Asset Management Trust | ||||||||
| BrandywineGLOBAL – Alternative Credit Fund | BNYM | Brandywine | ||||||
| BrandywineGLOBAL – Diversified US Large Cap Value Fund | BNYM | Brandywine | ||||||
| BrandywineGLOBAL – Dynamic US Large Cap Value Fund | BNYM | Brandywine | ||||||
| BrandywineGLOBAL – Global Flexible Income Fund | BNYM | Brandywine | ||||||
| BrandywineGLOBAL – Global High Yield Fund | BNYM | Brandywine | ||||||
| BrandywineGLOBAL – Global Opportunities Bond Fund | BNYM | Brandywine | ||||||
| Brandywine GLOBAL – Global Opportunities Bond Fund (USD Hedged) | BNYM | Brandywine | ||||||
| BrandywineGLOBAL – Global Unconstrained Bond Fund | BNYM | Brandywine | ||||||
| BrandywineGLOBAL – International Opportunities Bond Fund | BNYM | Brandywine | ||||||
| ClearBridge International Growth Fund | BNYM | Clearbridge | ||||||
| ClearBridge Small Cap Fund | BNYM | Clearbridge | ||||||
| ClearBridge Value Trust | BNYM | Clearbridge | ||||||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Emerging Markets Fund | BNYM | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ International Unconstrained Equity Fund | BNYM | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ SMASh Series EM Fund | BNYM | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||
| QS Global Market Neutral Fund | BNYM | QS Investors | ||||||
| QS International Equity Fund | BNYM | QS Investors | ||||||
| QS Strategic Real Return Fund | BNYM | QS Investors | ||||||
| QS U.S. Small Capitalization Equity Fund | BNYM | QS Investors | ||||||
| RARE Global Infrastructure Value Fund | BNYM | RARE | ||||||
| ▇▇▇▇ ▇▇▇▇▇ Partners Equity Trust | ||||||||
| ClearBridge Aggressive Growth Fund | BNYM | Clearbridge | ||||||
| ClearBridge All Cap Value Fund | BNYM | Clearbridge | ||||||
| ClearBridge Appreciation Fund | BNYM | Clearbridge | ||||||
| ClearBridge Dividend Strategy Fund | BNYM | Clearbridge | ||||||
| ClearBridge Energy MLP & Infrastructure Fund | BNYM | Clearbridge | ||||||
| ClearBridge International Small Cap Fund | BNYM | Clearbridge | ||||||
| ClearBridge International Value Fund | BNYM | Clearbridge | ||||||
| ClearBridge Large Cap Growth Fund | BNYM | Clearbridge | ||||||
| ClearBridge Large Cap Value Fund | BNYM | Clearbridge | ||||||
| ClearBridge Mid Cap Fund | BNYM | Clearbridge | ||||||
| ClearBridge Mid Cap Growth Fund | BNYM | Clearbridge | ||||||
| 1 | Note that open-end Funds, closed-end Funds and Cayman Islands Funds should be identified as such in Exhibit A. |
▇
| ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ | ▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇▇▇▇▇ Small Cap Growth Fund | BNYM | Clearbridge | ||
| ClearBridge Small Cap Value Fund | BNYM | Clearbridge | ||
| ClearBridge Sustainability Leaders Fund | BNYM | Clearbridge | ||
| ClearBridge Tactical Dividend Income Fund | BNYM | Clearbridge | ||
| EnTrustPermal Alternative Core Fund | BNYM | EntrustPermal | ||
| ▇▇▇▇ ▇▇▇▇▇ Adaptive Growth Fund | BNYM | QS Investors | ||
| ▇▇▇▇ ▇▇▇▇▇ Defensive Fund | BNYM | QS Investors | ||
| ▇▇▇▇ ▇▇▇▇▇ High Growth Fund | BNYM | QS Investors | ||
| ▇▇▇▇ ▇▇▇▇▇ Income Fund | BNYM | QS Investors | ||
| ▇▇▇▇ ▇▇▇▇▇ Low Volatility Fund | BNYM | QS Investors | ||
| QS Conservative Growth Fund | BNYM | QS Investors | ||
| QS Defensive Growth Fund | BNYM | QS Investors | ||
| QS Global Dividend Fund | BNYM | QS Investors | ||
| QS Global Equity Fund | BNYM | QS Investors | ||
| QS Growth Fund | BNYM | QS Investors | ||
| QS Moderate Growth Fund | BNYM | QS Investors | ||
| QS S&P 500 Index Fund | BNYM | QS Investors | ||
| QS U.S. Large Cap Equity Fund | BNYM | QS Investors | ||
| QS SMASh Series ID Fund | BNYM | QS Investors | ||
| ▇▇▇▇ ▇▇▇▇▇ Partners Income Trust | ||||
| Western Asset Adjustable Rate Income Fund | BNYM | Western Asset | ||
| Western Asset California Municipals Fund | BNYM | Western Asset | ||
| Western Asset Corporate Bond Fund | BNYM | Western Asset | ||
| Western Asset Emerging Markets Debt Fund | BNYM | Western Asset | ||
| Western Asset Global High Yield Bond Fund | BNYM | Western Asset | ||
| Western Asset Income Fund | BNYM | Western Asset | ||
| Western Asset Intermediate Maturity California Municipals Fund | BNYM | Western Asset | ||
| Western Asset Intermediate Maturity New York Municipals Fund | BNYM | Western Asset | ||
| Western Asset Intermediate-Term Municipals Fund | BNYM | Western Asset | ||
| Western Asset Managed Municipals Fund | BNYM | Western Asset | ||
| Western Asset Massachusetts Municipals Fund | BNYM | Western Asset | ||
| Western Asset Mortgage Backed Securities Fund | BNYM | Western Asset | ||
| Western Asset Municipal High Income Fund | BNYM | Western Asset | ||
| Western Asset New Jersey Municipals Fund | BNYM | Western Asset | ||
| Western Asset New York Municipals Fund | BNYM | Western Asset | ||
| Western Asset Oregon Municipals Fund | BNYM | Western Asset | ||
| Western Asset Pennsylvania Municipals Fund | BNYM | Western Asset | ||
| Western Asset Short Duration High Income Fund | BNYM | Western Asset | ||
| Western Asset Short Duration Municipal Income Fund | BNYM | Western Asset | ||
| Western Asset Short Term Yield Fund | BNYM | Western Asset | ||
| Western Asset Short-Term Bond Fund | BNYM | Western Asset | ||
| ▇▇▇▇ ▇▇▇▇▇ Partners Institutional Trust | ||||
| Western Asset Institutional Government Reserves | BNYM | Western Asset | ||
| Western Asset Institutional Liquid Reserves | BNYM | Western Asset | ||
| Western Asset Institutional U.S. Treasury Obligations Money Market Fund | BNYM | Western Asset | ||
| Western Asset Institutional U.S. Treasury Reserves | BNYM | Western Asset | ||
| Western Asset Select Tax Free Reserves | BNYM | Western Asset | ||
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| Western Asset SMASh Series C Fund | BNYM | Western Asset | ||
| Western Asset SMASh Series EC Fund | BNYM | Western Asset | ||
| Western Asset SMASh Series M Fund | BNYM | Western Asset | ||
| Western Asset SMASh Series TF Fund | BNYM | Western Asset | ||
| ▇▇▇▇ ▇▇▇▇▇ Partners Money Market Trust | ||||
| Western Asset Government Reserves | BNYM | Western Asset | ||
| Western Asset New York Tax Free Money Market Fund | BNYM | Western Asset | ||
| Western Asset Prime Obligations Money Market Fund | BNYM | Western Asset | ||
| Western Asset Tax Free Reserves | BNYM | Western Asset | ||
| Western Asset U.S. Treasury Reserves | BNYM | Western Asset | ||
| ▇▇▇▇ ▇▇▇▇▇ Partners Premium Money Market Trust | ||||
| Western Asset Premium Liquid Reserves | BNYM | Western Asset | ||
| Western Asset Premium U.S. Treasury Reserves | BNYM | Western Asset | ||
| ▇▇▇▇ ▇▇▇▇▇ Partners Variable Equity Trust | ||||
| ClearBridge Variable Aggressive Growth Portfolio | BNYM | Western Asset | ||
| ClearBridge Variable Appreciation Portfolio | BNYM | Western Asset | ||
| ClearBridge Variable Dividend Strategy Portfolio | BNYM | Western Asset | ||
| ClearBridge Variable Large Cap Growth Portfolio | BNYM | Western Asset | ||
| ClearBridge Variable Large Cap Value Portfolio | BNYM | Western Asset | ||
| ClearBridge Variable Mid Cap Portfolio | BNYM | Western Asset | ||
| ClearBridge Variable Small Cap Growth Portfolio | BNYM | Western Asset | ||
| QS ▇▇▇▇ ▇▇▇▇▇ Dynamic Multi-Strategy VIT Portfolio | BNYM | Western Asset | ||
| QS Variable Conservative Growth | BNYM | Western Asset | ||
| QS Variable Growth | BNYM | Western Asset | ||
| QS Variable Moderate Growth | BNYM | Western Asset | ||
| ▇▇▇▇ ▇▇▇▇▇ Partners Variable Income Trust | ||||
| Western Asset Core Plus VIT Portfolio | BNYM | Western Asset | ||
| Western Asset Variable Global High Yield Bond Portfolio | BNYM | Western Asset | ||
| Master Portfolio Trust | ||||
| Government Portfolio | BNYM | Western Asset | ||
| Liquid Reserves Portfolio | BNYM | Western Asset | ||
| Short Term Yield Portfolio | BNYM | Western Asset | ||
| Tax Free Reserves Portfolio | BNYM | Western Asset | ||
| U.S. Treasury Obligations Portfolio | BNYM | Western Asset | ||
| U.S. Treasury Reserves Portfolio | BNYM | Western Asset | ||
| Western Asset Funds, Inc. | ||||
| Western Asset Core Bond Fund | BNYM | Western Asset | ||
| Western Asset Core Plus Bond Fund | BNYM | Western Asset | ||
| Western Asset High Yield Fund | BNYM | Western Asset | ||
| Western Asset Inflation Indexed Plus Bond Fund | BNYM | Western Asset | ||
| Western Asset Intermediate Bond Fund | BNYM | Western Asset | ||
| Western Asset Macro Opportunities Fund | BNYM | Western Asset | ||
| Western Asset Total Return Unconstrained Fund | BNYM | Western Asset | ||
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| Open-End Funds (ETFs) |
||||||||
| ▇▇▇▇ ▇▇▇▇▇ ETF Investment Trust | ||||||||
| BrandywineGLOBAL - Global Total Return ETF | BNYM | Brandywine | ||||||
| ClearBridge All Cap Growth ETF | BNYM | Clearbridge | ||||||
| ClearBridge Dividend Strategy ESG ETF | BNYM | Clearbridge | ||||||
| ClearBridge Large Cap Growth ESG ETF | BNYM | Clearbridge | ||||||
| ▇▇▇▇ ▇▇▇▇▇ Developed ex-US Diversified Core ETF | BNYM | QS Investors | ||||||
| ▇▇▇▇ ▇▇▇▇▇ Emerging Markets Diversified Core ETF | BNYM | QS Investors | ||||||
| ▇▇▇▇ ▇▇▇▇▇ Emerging Markets Low Volatility High Dividend ETF | BNYM | QS Investors | ||||||
| ▇▇▇▇ ▇▇▇▇▇ Global Infrastructure ETF | BNYM | RARE | ||||||
| ▇▇▇▇ ▇▇▇▇▇ International Low Volatility High Dividend ETF | BNYM | QS Investors | ||||||
| ▇▇▇▇ ▇▇▇▇▇ Low Volatility High Dividend ETF | BNYM | QS Investors | ||||||
| ▇▇▇▇ ▇▇▇▇▇ Small-Cap Quality Value ETF | BNYM | Royce & Associates | ||||||
| ▇▇▇▇ ▇▇▇▇▇ US Diversified Core ETF | BNYM | QS Investors | ||||||
| Western Asset Short Duration Income ETF | BNYM | Western Asset | ||||||
| Western Asset Total Return ETF | BNYM | Western Asset | ||||||
| Closed-End Funds |
||||||||
| Clarion Partners Real Estate Income Fund Inc.*+# | BNYM | Clarion Partners | ||||||
| ClearBridge MLP and Midstream Fund Inc. | BNYM | Clearbridge | ||||||
| ClearBridge Energy Midstream Opportunity Fund Inc. | BNYM | Clearbridge | ||||||
| ClearBridge Energy MLP and Midstream Total Return Fund Inc. | BNYM | Clearbridge | ||||||
| BrandywineGLOBAL-Global Income Opportunities Fund Inc. | BNYM | Brandywine | ||||||
| LMP Capital and Income Fund Inc. | BNYM | Clearbridge | ||||||
| Western Asset Corporate Loan Fund Inc. | BNYM | Western Asset | ||||||
| Western Asset Emerging Markets Debt Fund Inc. | BNYM | Western Asset | ||||||
| Western Asset Global Corporate Defined Opportunity Fund Inc. | BNYM | Western Asset | ||||||
| Western Asset Global High Income Fund Inc. | BNYM | Western Asset | ||||||
| Western Asset High Income Fund II Inc. | BNYM | Western Asset | ||||||
| Western Asset High Income Opportunity Fund Inc. | BNYM | Western Asset | ||||||
| Western Asset High Yield Defined Opportunity Fund Inc. | BNYM | Western Asset | ||||||
| Western Asset Intermediate Muni Fund Inc. | BNYM | Western Asset | ||||||
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| Western Asset Investment Grade Defined Opportunity Trust Inc. | BNYM | Western Asset | ||||||
| Western Asset Investment Grade Income Fund Inc. | BNYM | Western Asset | ||||||
| Western Asset Managed Municipals Fund Inc. | BNYM | Western Asset | ||||||
| Western Asset Middle Market Debt Fund Inc. | BNYM | Western Asset | ||||||
| Western Asset Middle Market Income Fund Inc. | BNYM | Western Asset | ||||||
| Western Asset Mortgage Defined Opportunity Fund Inc. | BNYM | Western Asset | ||||||
| Western Asset Municipal Defined Opportunity Trust Inc. | BNYM | Western Asset | ||||||
| Western Asset Municipal High Income Fund Inc. | BNYM | Western Asset | ||||||
| Western Asset Municipal Partners Fund Inc. | BNYM | Western Asset | ||||||
| Western Asset Premier Bond Fund | BNYM | Western Asset | ||||||
| Western Asset Variable Rate Strategic Fund Inc. | BNYM | Western Asset | ||||||
| Western Asset Inflation-Linked Opportunities & Income Fund | BNYM | Western Asset | ||||||
| Western Asset Inflation-Linked Income Fund | BNYM | Western Asset | ||||||
| Cayman Island Funds |
||||||||
| Western Asset Government Money Market Fund, Ltd. | BNYM | Western Asset | ||||||
| Western Asset Institutional Cash Reserves, Ltd. | BNYM | Western Asset | ||||||
| Western Asset Institutional Liquid Reserves, Ltd. | BNYM | Western Asset | ||||||
| Western Asset Short Term Yield Fund, Ltd. | BNYM | Western Asset | ||||||
| Western Asset U.S. Treasury Obligations Money Market Fund, Ltd. | BNYM | Western Asset | ||||||
| Western Asset U.S. Treasury Reserves, Ltd. | BNYM | Western Asset | ||||||
| Cayman Island Funds (CFCs) |
||||||||
| Alternative Core Fund, Ltd. | ||||||||
| Permal Hedge Strategies Fund Ltd. | ||||||||
| Real Return Fund, Ltd. | ||||||||
| Western Asset Inflation-Linked Opportunities & Income Fund | BNYM | Western Asset | ||||||
| * | Added to Exhibit as of the Effective Date |
| + | Recipient of Section 18(a)(1) Services |
| # | Recipient of Compliance Services |
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EXHIBIT D
ADDITIONAL SERVICES
Section 18(a)(1) Services.
A. Based upon a Portfolio’s directed procedures and methodologies, Fund Accounting Agent shall calculate the leverage amount of exposure as such calculation is set forth and further described at Section 18 of the 1940 Act.
B. As a Portfolio is limited in the amount of transactions that create leverage it can participate in, the amount calculated by Fund Accounting Agent in Section A above is for the particular Portfolio’s use in comparing to the unencumbered liquid asset amount for the Portfolio.
C. It is understood that the calculation procedures and methodologies will be at the particular Portfolio’s direction and will be communicated to Fund Accounting Agent reasonably in advance of any calculation performed by Fund Accounting Agent. The Funds acknowledge that Fund Accounting Agent will not offer any default procedures or methodologies for this service.
Compliance Services.
In accordance with Proper Instructions received from a Portfolio, and subject to portfolio limitations as provided by such Portfolio to Fund Accounting Agent in writing from time to time, monitor such Portfolio’s compliance, on a post-trade basis, with such portfolio limitations, provided that Fund Accounting Agent maintains in the normal course of its business all data necessary to measure such compliance.
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