Amendment No. 9 To Custodian Services Agreement
Exhibit (j)(2)
Amendment No. 9
To
This Amendment No. 9 To Custodian Services Agreement (“Amendment No. 9”), dated as of May 1, 2021 (“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. 9 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. 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 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. 9.
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. 9 acknowledges and agrees that (i) by virtue of its execution of this Amendment No. 9 it becomes and is a party to the Original Agreement as amended by this Amendment No. 9 (“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. 9 on behalf of such Fund or Portfolio.
3. Remainder of Original Agreement. Except as specifically modified by this Amendment No. 9, 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. 9.
5. Entire Agreement. This Amendment No. 9 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. Signatures; Counterparts. The parties expressly agree that this Amendment No. 9 may be executed in one or more counterparts and expressly agree that such execution may occur by manual signature on a physically delivered copy of this Amendment No. 9, by a manual signature on a copy of this Amendment No. 9 transmitted by facsimile transmission, by a manual signature on a copy of this Amendment No. 9 transmitted as an imaged document attached to an email, or by “Electronic Signature”, which is hereby defined to mean inserting an image, representation or symbol of a signature into an electronic copy of this Amendment No. 9 by electronic, digital or other technological methods. Each 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 counterparts of this Amendment No. 9 or of executed signature pages to counterparts of this Amendment No. 9, in either case by facsimile transmission or as an imaged document attached to an email transmission, shall constitute effective execution and delivery of this Amendment No. 9 and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment No. 9.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 9 to be executed as of the Effective Date by its duly authorized representative indicated below. An authorized representative, if executing this Amendment No. 9 by Electronic Signature, affirms authorization to execute this Amendment No. 9 by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment No. 9 and an agreement with its terms.
| EACH FUND ON BEHALF OF EACH OF ITS PORTFOLIOS IDENTIFIED ON EXHIBIT A ANNEXED HERETO | ||
| By: | /s/ ▇▇▇▇ Trust | |
| Name: | ▇▇▇▇ ▇▇▇▇▇ | |
| Title: | President and Chief Executive Officer | |
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
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EXHIBIT A1
(Dated: May 1, 2021)
This Exhibit A, amended and restated effective as of May 1, 2021, is Exhibit A to the Original Agreement, as amended through the Effective Date.
Funds/Portfolios
Open-End Funds
▇▇▇▇ ▇▇▇▇▇ 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
▇▇▇▇▇▇ ▇▇▇▇▇▇ Emerging Markets Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ International Unconstrained Equity Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ 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
ClearBridge Global Infrastructure Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners Equity Trust
BrandywineGLOBAL – Corporate Credit Fund
BrandywineGLOBAL – High Yield Fund
ClearBridge Aggressive Growth Fund
ClearBridge All Cap Value Fund
ClearBridge Appreciation F und
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
| 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
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
▇▇▇▇ ▇▇▇▇▇ Partners Income Trust
Western Asset Ultra-Short 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
▇▇▇▇ ▇▇▇▇▇ 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
Western Asset SMASh Series Core Completion Fund
▇▇▇▇ ▇▇▇▇▇ Partners Money Market Trust
Western Asset Government Reserves
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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
▇▇▇▇ ▇▇▇▇▇ Partners Premium Money Market Trust
Western Asset Premium Liquid Reserves
Western Asset Premium U.S. Treasury Reserves
▇▇▇▇ ▇▇▇▇▇ Partners Variable Equity Trust
ClearBridgc Variable Aggressive Growth Portfolio
ClearBridge Variable Appreciation Portfolio
ClearBridge Variable Dividend Strategy Portfolio
ClearBridgc Variable Large Cap Growth Portfolio
ClearBridge Variable Large Cap Value Portfolio
ClearBridge Variable Mid Cap Portfolio
ClearBridge Variable Small Cap Growth Portfolio
Franklin ▇▇▇▇▇▇▇▇▇ Aggressive Model Portfolio (formerly, ▇▇▇▇ ▇▇▇▇▇/QS Aggressive Model Portfolio)
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Conservative Model Portfolio (formerly, ▇▇▇▇ ▇▇▇▇▇/QS Conservative Model Portfolio)
Franklin ▇▇▇▇▇▇▇▇▇ Moderate Model Portfolio (formerly, ▇▇▇▇ ▇▇▇▇▇/QS Moderate Model Portfolio)
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Moderately Aggressive Model Portfolio (formerly, ▇▇▇▇ ▇▇▇▇▇/QS Moderately Aggressive Model Portfolio)
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Moderately Conservative Model Portfolio (formerly, ▇▇▇▇ ▇▇▇▇▇/QS Moderately Conservative Model Portfolio)
QS ▇▇▇▇ ▇▇▇▇▇ Dynamic Multi-Strategy VIT Portfolio
QS Variable Conservative Growth
QS Variable Growth
QS Variable Moderate Growth
▇▇▇▇ ▇▇▇▇▇ 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
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
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Open-End Funds (ETFs)
▇▇▇▇ ▇▇▇▇▇ ETF Investment Trust
BrandywineGLOBAL - Global Total Return ETF
ClearBridge All Cap Growth ETF
ClearBridge Dividend Strategy ESG ETF
ClearBridge Large Cap Growth ESG ETF
▇▇▇▇ ▇▇▇▇▇ Emerging Markets Low Volatility High Dividend ETF
▇▇▇▇ ▇▇▇▇▇ Global Infrastructure ETF
▇▇▇▇ ▇▇▇▇▇ International Low Volatility High Dividend ETF
▇▇▇▇ ▇▇▇▇▇ Low Volatility High Dividend ETF
▇▇▇▇ ▇▇▇▇▇ Small-Cap Quality Value ETF
Western Asset Short Duration Income ETF
Western Asset Total Return ETF
ActiveShares® ETF Trust
ClearBridge Focus Value 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 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 Intermediate Muni Fund Inc.
Western Asset Investment Grade Defined Opportunity Trust Inc.
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Western Asset Investment Grade Income Fund Inc.
Western Asset Managed Municipals Fund Inc.
Western Asset Middle Market Debt Fund Inc.
Western Asset Middle Market Income Fund Inc.
Western Asset Mortgage 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 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)
Alternative Core Fund, Ltd.
Real Return Fund, Ltd.
Western Asset Inflation-Linked Opportunities & Income Fund CFC
Western Asset Inflation-Linked Income Fund CFC
| * | Added to Exhibit as of the Effective Date |
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