Amendment to Administration Agreement
Exhibit (k)(1)(i)
EXECUTION
Amendment
to
This Amendment (this “Amendment”), dated as of the last date set forth below, amends the Administration Agreement dated as of January 1, 2018, as previously amended (the “Agreement”), and is entered into by and between The Bank of New York Mellon (“BNY Mellon”) and Franklin Xxxxxxxxx Fund Adviser, LLC (the “Investment Advisor”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.
Background
BNY Mellon and the Investment Advisor 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. Remainder of Agreement. Except as specifically modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect.
3. Governing Law. The governing law of the Agreement shall be the governing law of this Amendment.
4. 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.
5. 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.
[signature page to follow]
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EXECUTION
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.
| FRANKLIN XXXXXXXXX FUND ADVISER, LLC | ||
| By: | /s/ Xxxx Trust | |
| Name: Xxxx Xxxxx | ||
| Title: President and Chief Executive Officer | ||
| Date: June 18, 2024 | ||
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Managing Director | ||
| Date: July 1, 2024 | ||
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EXECUTION
EXHIBIT A
Funds/Series
| 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 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 |
| ClearBridge Sustainability Leaders Fund |
| ClearBridge Tactical Dividend Income Fund |
| EnTrustPermal Alternative Core Fund |
| QS Conservative Growth Fund |
| QS Defensive Growth Fund |
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EXECUTION
| 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 |
| 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 |
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EXECUTION
| 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) |
| Closed-End Funds |
| ClearBridge MLP and Midstream Fund Inc. |
| ClearBridge Energy MLP Opportunity Fund Inc. |
| ClearBridge MLP and Midstream Total Return Fund Inc. |
| BrandywineGLOBAL-Global Income Opportunities Fund Inc. |
| Franklin Lexington Private Markets Fund *^ |
| Xxxx Xxxxx Xxxxxx Alternatives Fund Inc. |
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EXECUTION
| 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 Income Fund |
| Western Asset Intermediate Muni Fund Inc. |
| Western Asset Investment Grade Defined Opportunity Trust Inc. |
| Western Asset Managed Municipals Fund Inc. |
| Western Asset Middle Market Debt Fund Inc. |
| 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. |
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EXECUTION
| 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 |
| ^ | Franklin Lexington Private Markets Fund will receive only the following services set forth on Schedule I of the Agreement: |
| • | Establishing and maintaining accounts for the Fund and receiving and (upon instruction from the Fund) disbursing payment of fees and expenses on behalf of the Fund, including disbursing on behalf of the Fund such fees, administrative fees, advisory fees, costs, commissions and charges as the Fund instructs to be paid, including Board member and officers’ fees and expenses, legal and accounting fees and expenses, government license and filing fees and all other costs and expenses incurred for the account of the Fund; |
| • | Establish appropriate expense accruals and compute expense ratios, maintain expense files and coordinate the payment of Fund approved invoices; |
| • | Calculate total return information; |
| • | Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund; and |
| • | Supply various normal and customary portfolio and Fund statistical data as requested on an ongoing basis. |
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