AMENDMENT To Transfer Agency and Services Agreement Between The Legg Mason Funds and Boston Financial Data Services, Inc.

Exhibit (h)(2)

AMENDMENT

To

Transfer Agency and Services Agreement

Between

The ▇▇▇▇ ▇▇▇▇▇ Funds

and

Boston Financial Data Services, Inc.

This Amendment is made as of this 4^th day of May, 2015, between Boston Financial Data Services, Inc. (the “Transfer Agent”) and each of the investment companies listed on Schedule A (each a “Fund” and collectively the “Funds”), to the Transfer Agency and Services Agreement between the parties dated September 1, 2014, as amended (the “Agreement”). In accordance with the Agreement, the parties desire to amend the Agreement as set forth herein.

NOW THEREFORE, the parties agree as follows:

 

1.

Parties. The parties do hereby agree that as of the date hereof, the Western Asset Premium Liquid Reserves, Ltd., Western Asset Institutional Liquid Reserves, Ltd., Western Asset U.S. Treasury Reserves, Ltd., Western Asset Institutional Cash Reserves, Ltd., and Western Asset Government Money Market Fund, Ltd. are removed as parties to the Agreement. All references in the Agreement and in any exhibits or schedules thereto to “Fund” or “Funds” shall be deemed to exclude such entities.

 

2.

Schedule A. The current Schedule A to the Agreement is hereby replaced and superseded with the Schedule A attached hereto, effective as of May 4, 2015; and

 

3.

All defined terms and definitions in the Agreement shall be the same in this Amendment (the “May 4, 2015 Amendment”) except as specifically revised by this Amendment.

 

4.

Except as specifically set forth in this May 4, 2015 Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have caused this May 4, 2015 Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

 

EACH OF THE INVESTMENT COMPANIES LISTED ON SCHEDULE A HERETO, EACH OF WHICH IS ACTING ON ITS OWN BEHALF AND NOT ON BEHALF OF ANY OTHER INVESTMENT COMPANY
▇▇▇▇ ▇▇▇▇▇ PARTNERS INSTITUTIONAL TRUST						BOSTON FINANCIAL DATA SERVICES, INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇				By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇				Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:		Managing Director, President & CEO				Title:		Managing Director
▇▇▇▇ ▇▇▇▇▇ Affiliated Mutual Funds
▇▇▇▇ ▇▇▇▇▇ PARTNERS MONEY MARKET TRUST
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		Managing Director, President & CEO
▇▇▇▇ ▇▇▇▇▇ Affiliated Mutual Funds
▇▇▇▇ ▇▇▇▇▇ PARTNERS PREMIUM MONEY MARKET TRUST
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		Managing Director, President & CEO
▇▇▇▇ ▇▇▇▇▇ Affiliated Mutual Funds
▇▇▇▇ ▇▇▇▇▇ INVESTOR SERVICES LLC
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		Managing Director, President & CEO
▇▇▇▇ ▇▇▇▇▇ Affiliated Mutual Funds

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SCHEDULE A

Effective Date: May 4, 2015

 

Fund		Portfolio		Class
▇▇▇▇ ▇▇▇▇▇ Partners Institutional Trust
		Western Asset Institutional Liquid Reserves		Institutional, SVB L, SVB I, and Investor
		Western Asset Institutional U.S. Treasury Reserves		Institutional and Investor
		Western Asset Institutional Cash Reserves		Institutional, S, L, SVB, and Investor
		Western Asset Institutional Tax Free Reserves		Institutional and Investor
		Western Asset Institutional AMT Free Municipal Money Market Fund		Institutional and Investor
		Western Asset Institutional Government Reserves		Institutional, Premium and Investor
		Western Asset Institutional U.S. Treasury Obligations Money Market Fund		Institutional, Investor, and Administrative
▇▇▇▇ ▇▇▇▇▇ Partners Money Market Trust
		Western Asset California Tax Free Money Market Fund		N and Service
		Western Asset Liquid Reserves		N and Service
		Western Asset Tax Free Reserves		N and Service
		Western Asset New York Tax Free Money Market Fund		N and Service
		Western Asset U.S. Treasury Reserves		N and Service
		Western Asset Connecticut Municipal Money Market Fund		N and Service
		Western Asset Government Reserves		N and Service
▇▇▇▇ ▇▇▇▇▇ Partners Premium Money Market Trust
		Western Asset Premium Liquid Reserves		—
		Western Asset Premium U.S. Treasury Reserves		—
		Western Asset Premium Tax Free Reserves		—