Amendment to Custodian Services Agreement
Exhibit (g)(3)
Amendment
to
This Amendment (this “Amendment”), dated as of the last date set forth below, amends the Custodian Services Agreement dated as of January 1, 2018, as previously amended (the “Agreement”), and is entered into by and among The Bank of New York Mellon (“Custodian”) and each Fund identified on Exhibit A to this Amendment, on behalf of each of its Portfolios identified on Exhibit A, effective as of August 15, 2022 (the “Effective Date”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.
Background
The Custodian and certain of the Funds on behalf of certain of the Portfolios previously entered into the Agreement. The parties desire to further amend the Agreement as set forth herein.
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 Exhibit A of the Agreement. The Agreement shall be amended by deleting Exhibit A in its entirety and replacing it with the Exhibit A attached to this Amendment.
2. Adoption of 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, if any, acknowledges and agrees that (i) by virtue of its execution of this Amendment, it becomes and is a party to the Agreement as amended by this Amendment as of the Effective Date, or if the Custodian commenced providing services to the Fund or Portfolio, respectively, prior to the Effective Date, as of the date the Custodian first provided services to such Fund or Portfolio, respectively, (ii) it is bound by all terms and conditions of the 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 on behalf of such Fund or Portfolio.
3. Remainder of Agreement. Except as specifically modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect.
4. Governing Law. The governing law of the Agreement shall be the governing law of this Amendment.
5. Entire Agreement. This Amendment 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 Agreement with respect to such subject matter.
6. Facsimile Signatures; Counterparts. This Amendment 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 or of executed signature pages to this Amendment 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers, as of the date set forth below.
| EACH FUND ON BEHALF OF EACH OF ITS PORTFOLIOS IDENTIFIED ON EXHIBIT A ANNEXED HERETO | ||
| By: | /s/ Xxxx Trust | |
| Name: | Xxxx Xxxxx | |
| Title: | President and CEO | |
| Date: | 8/10/2022 | 7:26 AM PDT | |
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Client Executive | |
| Date: | 8/15/2022 | |
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EXHIBIT A1
(Dated: August 15, 2022)
This Exhibit A, amended and restated effective as of August 15, 2022, is Exhibit A to the Agreement, as amended through the Effective Date.
Funds/Portfolios
| Open-End Funds |
| 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 – Flexible Bond Fund |
| BrandywineGLOBAL – Global Opportunities Bond Fund |
| BrandywineGLOBAL – Global Opportunities Bond Fund (USD Hedged) |
| BrandywineGLOBAL – Global Unconstrained Bond Fund |
| BrandywineGLOBAL – Small Cap Value Fund* |
| ClearBridge Global Infrastructure Income Fund |
| ClearBridge International Growth Fund |
| ClearBridge Small Cap Fund |
| ClearBridge Value Trust |
| Franklin Global Market Neutral Fund |
| Franklin International Equity Fund |
| Franklin Strategic Real Return Fund |
| Xxxxxxxx U.S. Small Cap Equity Fund |
| Xxxxxx Xxxxxx Emerging Markets Fund |
| Xxxxxx Xxxxxx International Sustainable Equity Fund |
| Xxxxxx Xxxxxx SMASh Series EM Fund |
| Xxxx Xxxxx Partners Investment Trust |
| BrandywineGLOBAL – Corporate Credit Fund |
| BrandywineGLOBAL – High Yield Fund |
| 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 |
| 1 | Note that open-end Funds, closed-end Funds and Cayman Islands Funds should be identified as such in Exhibit A. |
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| ClearBridge Tactical Dividend Income Fund |
| Franklin Global Dividend Fund |
| Franklin Global Equity Fund |
| Franklin Multi-Asset Conservative Growth Fund |
| Franklin Multi-Asset Defensive Growth Fund |
| Franklin Multi-Asset Growth Fund |
| Franklin Multi-Asset Moderate Growth Fund |
| Franklin S&P 500 Index Fund |
| Franklin U.S. Large Cap Equity Fund |
| Xxxx Xxxxx Partners Income Trust |
| 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 |
| Western Asset Ultra-Short Income 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 Core Completion Fund |
| Western Asset SMASh Series Core Plus Completion Fund |
| Western Asset SMASh Series M Fund |
| Western Asset SMASh Series TF Fund |
| Xxxx Xxxxx Partners Money Market Trust |
| Western Asset Government Reserves |
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| 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 |
| Franklin Multi-Asset Dynamic Multi-Strategy VIT |
| Franklin Multi-Asset Variable Conservative Growth Fund |
| Franklin Multi-Asset Variable Growth Fund |
| Franklin Multi-Asset Variable Moderate Growth Fund |
| Franklin Xxxxxxxxx Aggressive Model Portfolio |
| Xxxxxxxx Xxxxxxxxx Conservative Model Portfolio |
| Xxxxxxxx Xxxxxxxxx Moderate Model Portfolio |
| Xxxxxxxx Xxxxxxxxx Moderately Aggressive Model Portfolio |
| Xxxxxxxx Xxxxxxxxx Moderately Conservative Model Portfolio |
| Xxxx Xxxxx Partners Variable Income Trust |
| Western Asset Core Plus VIT Portfolio |
| Western Asset Variable Global High Yield Bond Portfolio |
| Master Portfolio Trust |
| Government Portfolio |
| Liquid Reserves Portfolio |
| U.S. Treasury Obligations Portfolio |
| U.S. Treasury Reserves Portfolio |
| 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 |
| Open-End Funds (ETFs) |
| Xxxx Xxxxx ETF Investment Trust |
| ClearBridge All Cap Growth ESG ETF |
| ClearBridge Dividend Strategy ESG ETF |
| ClearBridge Large Cap Growth ESG ETF |
| Franklin International Low Volatility High Dividend Index ETF |
| Xxxxxxxx U.S. Low Volatility High Dividend Index ETF |
| Xxxxx Xxxxx Small-Cap Quality Value ETF |
| Western Asset Short Duration Income ETF |
| Western Asset Total Return ETF |
| ActiveShares ETF Trust |
| ClearBridge Focus Value ESG ETF |
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| Closed-End Funds |
| BrandywineGLOBAL-Global Income Opportunities Fund Inc. |
| Clarion Partners Real Estate Income Fund Inc. |
| ClearBridge Energy Midstream Opportunity Fund Inc. |
| ClearBridge MLP and Midstream Fund Inc. |
| ClearBridge MLP and Midstream Total Return Fund Inc. |
| Franklin Income Opportunities Fund |
| LMP Capital and Income Fund Inc. |
| Western Asset Diversified Income Fund |
| Western Asset Emerging Markets Debt Fund Inc. |
| Western Asset Global Corporate Defined Opportunity Fund Inc. |
| Western Asset Global High Income Fund Inc. |
| Western Asset High Income Fund II Inc. |
| Western Asset High Income Opportunity Fund Inc. |
| Western Asset High Yield Defined Opportunity Fund Inc. |
| Western Asset Inflation-Linked Opportunities & Income Fund |
| Western Asset Inflation-Linked Securities & Income Fund |
| Western Asset Intermediate Muni Fund Inc. |
| Western Asset Investment Grade Defined Opportunity Trust Inc. |
| Western Asset Investment Grade Income Fund Inc. |
| Western Asset Managed Municipals Fund Inc. |
| Western Asset Middle Market Income Fund Inc. |
| Western Asset Mortgage Opportunity Fund Inc. |
| Western Asset Municipal High Income Fund Inc. |
| Western Asset Municipal Partners Fund Inc. |
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| Western Asset Premier Bond Fund |
| Cayman Island Funds |
| Western Asset Government Money Market Fund, Ltd. |
| Western Asset Institutional Cash Reserves, Ltd. |
| Western Asset Institutional Liquid Reserves, Ltd. |
| Western Asset Premier Institutional Liquid Reserves, Ltd. |
| Western Asset U.S. Treasury Obligations Money Market Fund, Ltd. |
| Western Asset U.S. Treasury Reserves, Ltd. |
| Cayman Island Funds (CFCs) |
| Real Return Fund, Ltd. |
| Western Asset Inflation-Linked Income Fund CFC |
| Western Asset Inflation-Linked Opportunities & Income Fund CFC |
| * | Added to Exhibit as of the Effective Date |
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