Amendment No. 9
Exhibit (h)(3)
Amendment No. 9
To
Transfer Agency And Services Agreement
This Amendment No. 9 To Transfer Agency And Services Agreement ("Amendment No. 9"), dated as of March 11, 2020 ("Effective Date"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM") and each "Fund", which is hereby defined to mean each investment company listed on the signature page to this Amendment No. 9 (individually, an "Investment Company"; collectively, the "Investment Companies"), on their own behalf and, to the extent an Investment Company has portfolios listed on Exhibit A to the Amended Agreement (as defined below), as Exhibit A may be amended from time to time (individually, a "Portfolio"; collectively, the "Portfolios"), on behalf of each such Portfolio of each such Investment Company.
Background
BNYM and certain of the Investment Companies, on their own behalf and on behalf of Portfolios in certain instances, previously entered into the Transfer Agency And Services Agreement, made as of December 19, 2013 ("Original Agreement"), Amendment No. 1 To Transfer Agency And Services Agreement, dated as of September 1, 2014, Amendment No. 2 To Transfer Agency And Services Agreement, dated as of July 1, 2015, Amendment No. 3 to Transfer Agency And Services Agreement, dated as of November 28, 2017, Amendment No. 4 To Transfer Agency And Services Agreement, dated as of March 20, 2018, Amendment No. 5 To Transfer Agency And Services Agreement, dated as of June 30, 2018, Amendment No. 6 To Transfer Agency And Services Agreement, executed as of March 22, 2019 and effective as of May 25, 2018, the Adoption And Amendment Agreement, dated as of September 14, 2018, and Amendment No. 8 To Transfer Agency And Services Agreement, dated as of October 10, 2019 (the Original Agreement together with all such amendments being the "Current Agreement"). The parties intend that the Current Agreement be amended as set forth in this Amendment No. 9.
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 Current Agreement. The Current Agreement is hereby amended by deleting Schedule A and replacing it in its entirety with the Schedule A attached to this Amendment No. 9 To Transfer Agency And Services Agreement, dated as of March __, 2020, between BNYM and the Funds.
2.Adoption of Amended Agreement by New Funds. Each Fund that has been added to Schedule A to the Current Agreement by virtue of this Amendment No. 9 acknowledges and agrees that by virtue of its execution of this Amendment No. 9 (i) it becomes and is a party to the Current Agreement as amended by this Amendment No. 9 ("Amended Agreement") as of the Effective Date, and (ii) is bound by all terms and conditions of the Amended Agreement as of the Effective Date.
3.Remainder of Current Agreement. Except as specifically modified by this Amendment No. 9, all terms and conditions of the Current Agreement shall remain in full force and effect.
3.Governing Law. The governing law provision of the Current Agreement shall be the governing law provision of this Amendment No. 9.
4.Entire Agreement. This Amendment No. 9 constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein and the amendment of the Current Agreement with respect to such subject matter, and supersedes all prior and contemporaneous proposals, agreements, contracts, representations and understandings, whether written, oral or electronic, between the parties with respect to the same subject matter.
5.Facsimile Signatures; Counterparts. This Amendment No. 9 may be executed in one 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. 9 or of executed signature pages to this Amendment No. 9 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. 9.
[Remainder Of Page Intentionally Blank - Signatures Appear On Following Page]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 9 To Transfer Agency And Services Agreement to be executed by their duly authorized representatives as of the Effective Date.
Alternative Core Fund, Ltd.
Xxxx Xxxxx Global Asset Management Trust
Xxxx Xxxxx Partners Equity Trust
Xxxx Xxxxx Partners Income Trust
Xxxx Xxxxx Partners Institutional Trust
Xxxx Xxxxx Partners Money Market Trust
Xxxx Xxxxx Partners Variable Equity Trust
Xxxx Xxxxx Partners Variable Income Trust
Real Return Fund, Ltd.
Western Asset Funds, Inc.
Western Asset Government Money Market Fund, Ltd.
Western Asset Inflation-Linked Income Fund CFC
Western Asset Inflation-Linked Opportunities & Income Fund CFC
Western Asset Institutional Cash Reserves, Ltd.
Western Asset Institutional Liquid Reserves, Ltd.
Western Asset Short Term Yield Fund, Ltd.
Western Asset U.S. Treasury Obligations Money Market Fund, Ltd.
Western Asset U.S. Treasury Reserves, Ltd.
On behalf of each of the foregoing Investment Companies and each Fund, each in its individual and separate capacity, and not on behalf of any other Investment Company or Fund
By: |
/s/ Xxxx X. Trust |
Name: Xxxx X. Trust
Title: President and Chief Executive Officer
BNY Mellon Investment Servicing (US) Inc.
By: |
/s/ Xxxxxxx Xxxxxxxxx |
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
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Schedule A
(Dated: March 11, 2020)
This Schedule A, amended and restated effective as of March 11, 2020, is Schedule A to the Transfer Agency And Services Agreement, made as of December 19, 2013, between BNY Mellon Investment Servicing (US) Inc. and the Investment Companies and Funds listed below, as amended through the date indicated above.
Investment Companies and Funds
ALTERNATIVE CORE FUND, LTD.
XXXX XXXXX GLOBAL ASSET MANAGEMENT TRUST
BrandywineGLOBAL- Alternative Credit Fund
BrandywineGLOBAL-Diversified US Large Cap Value Fund
BrandywineGLOBAL-Dynamic US Large Cap Value Fund
BrandywineGLOBAL-Global Flexible Income Fund
BrandywineGLOBAL-Global High Yield Fund
BrandywineGLOBAL-Global Opportunities Bond Fund
BrandywineGLOBAL-Global Opportunities Bond Fund (USD Hedged)
BrandywineGLOBAL-Global Unconstrained Bond Fund
BrandywineGLOBAL-International Opportunities Bond Fund
ClearBridge International Growth Fund
ClearBridge Small Cap Fund
ClearBridge Value Trust
Xxxxxx Xxxxxx Emerging Markets Fund
Xxxxxx Xxxxxx International Unconstrained Equity Fund
Xxxxxx Xxxxxx SMASh Series EM Fund
QS Global Market Neutral Fund
QS International Equity Fund
QS Strategic Real Return Fund
QS U.S. Small Capitalization Equity Fund
RARE Global Infrastructure Value Fund
XXXX XXXXX PARTNERS EQUITY TRUST
ClearBridge Aggressive Growth Fund
ClearBridge All Cap Value Fund
ClearBridge Appreciation Fund
ClearBridge Dividend Strategy Fund
ClearBridge International Small Cap Fund
ClearBridge International Value Fund
ClearBridge Large Cap Growth Fund
ClearBridge Large Cap Value Fund
ClearBridge Mid Cap Fund
ClearBridge Mid Cap Growth Fund
ClearBridge Select Fund
ClearBridge Small Cap Growth Fund
ClearBridge Small Cap Value Fund
ClearBridge Sustainability Leaders Fund
ClearBridge Tactical Dividend Income Fund
QS Conservative Growth Fund
QS Defensive Growth Fund
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QS Global Dividend Fund
QS Global Equity Fund
QS Growth Fund
QS Moderate Growth Fund
QS S&P 500 Index Fund
QS U.S. Large Cap Equity Fund
QS SMASh Series ID Fund (1)
XXXX XXXXX PARTNERS INCOME TRUST Western Asset Adjustable Rate Income Fund Western Asset California Municipals Fund Western Asset Corporate Bond Fund Western Asset Emerging Markets Debt Fund Western Asset Global High Yield Bond Fund Western Asset Income Fund
Western Asset Intermediate Maturity California Municipals Fund Western Asset Intermediate Maturity New York Municipals Fund Western Asset Intermediate-Term Municipals Fund
Western Asset Managed Municipals Fund Western Asset Massachusetts Municipals Fund Western Asset Mortgage Total Return Fund Western Asset Municipal High Income Fund Western Asset New Jersey Municipals Fund Western Asset New York Municipals Fund Western Asset Oregon Municipals Fund Western Asset Pennsylvania Municipals Fund Western Asset Short Duration High Income Fund Western Asset Short Duration Municipal Income Fund Western Asset Short-Term Bond Fund
XXXX XXXXX PARTNERS INSTITUTIONAL TRUST Western Asset Institutional Government Reserves Western Asset Institutional Liquid Reserves
Western Asset Institutional U.S. Treasury Obligations Money Market Fund Western Asset Institutional U.S. Treasury Reserves
Western Asset Premier Institutional Government Reserves Western Asset Premier Institutional Liquid Reserves Western Asset Premier Institutional U.S. Treasury Reserves Western Asset Select Tax Free Reserves
Western Asset SMASh Series C Fund
Western Asset SMASh Series EC Fund
Western Asset SMASh Series M Fund
Western Asset SMASh Series TF Fund
XXXX XXXXX PARTNERS MONEY MARKET TRUST
Western Asset Government Reserves
Western Asset New York Tax Free Money Market Fund
Western Asset Tax Free Reserves - Class A
Western Asset Prime Obligations Money Market Fund
Western Asset U.S. Treasury Reserves
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XXXX XXXXX PARTNERS PREMIUM MONEY MARKET TRUST Western Asset Premium Liquid Reserves
Western Asset Premium U.S. Treasury Reserves
XXXX XXXXX PARTNERS VARIABLE EQUITY TRUST | |
ClearBridge Variable Aggressive Growth Portfolio | |
ClearBridge Variable Appreciation Portfolio |
|
ClearBridge Variable Dividend Strategy Portfolio | |
ClearBridge Variable Large Cap Growth Portfolio | |
ClearBridge Variable Large Cap Value Portfolio |
|
ClearBridge Variable Mid Cap Portfolio |
|
ClearBridge Variable Small Cap Growth Portfolio | |
Xxxx Xxxxx/QS Aggressive Model Portfolio |
(2) |
Xxxx Xxxxx/QS Conservative Model Portfolio |
(2) |
Xxxx Xxxxx/QS Moderate Model Portfolio |
(2) |
Xxxx Xxxxx/QS Moderately Aggressive Model Portfolio |
(2) |
Xxxx Xxxxx/QS Moderately Conservative Model Portfolio |
(2) |
QS Xxxx Xxxxx Dynamic Multi-Strategy VIT Portfolio
QS Variable Conservative Growth Portfolio
QS Variable Growth Portfolio
QS Variable Moderate Growth Portfolio
XXXX XXXXX PARTNERS VARIABLE INCOME TRUST
Western Asset Core Plus VIT Portfolio
Western Asset Variable Global High Yield Bond Portfolio
REAL RETURN FUND, LTD.
WESTERN ASSET FUNDS, INC.
Western Asset Core Bond Fund
Western Asset Core Plus Bond Fund
Western Asset High Yield Fund
Western Asset Inflation Indexed Plus Bond Fund
Western Asset Intermediate Bond Fund
Western Asset Macro Opportunities Fund
Western Asset Total Return Unconstrained Fund
WESTERN ASSET GOVERNMENT MONEY MARKET FUND, LTD. (3) WESTERN ASSET INFLATION-LINKED INCOME FUND CFC
WESTERN ASSET INFLATION-LINKED OPPORTUNITIES & INCOME FUND CFC WESTERN ASSET INSTITUTIONAL CASH RESERVES, LTD. (3)
WESTERN ASSET INSTITUTIONAL LIQUID RESERVES, LTD. (3)
WESTERN ASSET PREMIER INSTITUTIONAL LIQUID RESERVES, LTD. ( 3) WESTERN ASSET SHORT TERM YIELD FUND, LTD. (3) (4)
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WESTERN ASSET U.S. TREASURY OBLIGATIONS MONEY MARKET FUND, LTD. (3)
WESTERN ASSET U.S. TREASURY RESERVES, LTD. (3)
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(1)Not yet declared effective by SEC. Services to commence upon mutual agreement of Fund and BNYM and be noted in a future version of Schedule A.
(2)Services expected to commence April 1, 2020.
(3)A "Cayman Fund" for purposes of Section 17(b)(iv) of Schedule B.
(4)Liquidated March 21, 2019. Will not appear on future versions of Schedule A.
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