Amendment No. 2 To Custodian Services Agreement
Exhibit (g)(3)
Amendment No. 2
To
This Amendment No. 2 To Custodian Services Agreement (“Amendment No. 2”), dated as of March 13, 2019 (“Effective Date”), is being entered into by and among The Bank of New York Mellon (the “Custodian”) and each Fund identified on Exhibit A to this Amendment No. 2 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
The Custodian and certain of the Funds on behalf of certain of the Portfolios previously entered into the Custodian Services Agreement made as of January 1, 2018 (“Original Agreement”). The parties wish to amend the Original Agreement as set forth in this Amendment No. 2.
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. 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. 2.
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. 2 acknowledges and agrees that (i) by virtue of its execution of this Amendment No. 2 it becomes and is a party to the Original Agreement as amended by this Amendment No. 2 (“Amended Agreement”) 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 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. 2 on behalf of such Fund or Portfolio.
3. Remainder of Original Agreement. Except as specifically modified by this Amendment No. 2, 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. 2.
5. Entire Agreement. This Amendment No. 2 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. 2 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. 2 or of executed signature pages to this Amendment No. 2 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. 2.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 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: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Assistant Secretary | |
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Director | |
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EXHIBIT A1
(Dated: March 13, 2019)
This Exhibit A, amended and restated effective as of March 13, 2019, is Exhibit A to the Original 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 – 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 Energy MLP & Infrastructure 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 |
| 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 Sustainability Leaders Fund |
| ClearBridge Tactical Dividend Income Fund |
| EnTrustPermal Alternative Core Fund |
| Xxxx Xxxxx Adaptive Growth Fund* |
| Xxxx Xxxxx Defensive Fund* |
| Xxxx Xxxxx High Growth Fund* |
| Xxxx Xxxxx Income Fund* |
| Xxxx Xxxxx Low Volatility Fund* |
| QS Conservative Growth Fund |
| QS Defensive Growth Fund |
| 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 |
| 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 Backed Securities 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 Yield 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 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 |
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| Xxxx Xxxxx Partners Money Market Trust |
| Western Asset Government Reserves |
| Western Asset New York Tax Free Money Market Fund |
| Western Asset Prime Obligations Money Market Fund |
| Western Asset Tax Free Reserves |
| Western Asset U.S. Treasury Reserves |
| 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 |
| QS Xxxx Xxxxx Dynamic Multi-Strategy VIT Portfolio |
| QS Variable Conservative Growth |
| QS Variable Growth |
| QS Variable Moderate Growth |
| 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 |
| Short Term Yield Portfolio |
| Tax Free 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 |
| BrandywineGLOBAL - Global Total Return ETF |
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| ClearBridge All Cap Growth ETF |
| ClearBridge Dividend Strategy ESG ETF |
| ClearBridge Large Cap Growth ESG ETF |
| Xxxx Xxxxx Developed ex-US Diversified Core ETF |
| Xxxx Xxxxx Emerging Markets Diversified Core ETF |
| Xxxx Xxxxx Emerging Markets Low Volatility High Dividend ETF |
| Xxxx Xxxxx Global Infrastructure ETF |
| Xxxx Xxxxx International Low Volatility High Dividend ETF |
| Xxxx Xxxxx Low Volatility High Dividend ETF |
| Xxxx Xxxxx Small-Cap Quality Value ETF |
| Xxxx Xxxxx US Diversified Core ETF |
| Western Asset Short Duration Income ETF |
| Western Asset Total Return ETF |
| Closed-End Funds |
| Clarion Partners Real Estate Income Fund Inc.* |
| ClearBridge MLP and Midstream Fund Inc. |
| ClearBridge Energy Midstream Opportunity Fund Inc. |
| ClearBridge Energy MLP and Midstream Total Return Fund Inc. |
| BrandywineGLOBAL-Global Income Opportunities Fund Inc. |
| LMP Capital and Income Fund Inc. |
| Western Asset Corporate Loan Fund Inc. |
| 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 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 Debt Fund Inc. |
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| Western Asset Middle Market Income Fund Inc. |
| Western Asset Mortgage Defined Opportunity Fund Inc. |
| Western Asset Municipal Defined Opportunity Trust Inc. |
| Western Asset Municipal High Income Fund Inc. |
| Western Asset Municipal Partners Fund Inc. |
| Western Asset Premier Bond Fund |
| Western Asset Variable Rate Strategic Fund Inc. |
| Western Asset Inflation-Linked Opportunities & Income Fund |
| Western Asset Inflation-Linked Income 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 Short Term Yield Fund, Ltd. |
| Western Asset U.S. Treasury Obligations Money Market Fund, Ltd. |
| Western Asset U.S. Treasury Reserves, Ltd. |
| Cayman Island Funds (CFCs) |
| Alternative Core Fund, Ltd. |
| Permal Hedge Strategies Fund Ltd. |
| Real Return Fund, Ltd. |
| Western Asset Inflation-Linked Opportunities & Income Fund |
| * | Added to Exhibit as of the Effective Date |
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