Amendment No. 8 To Fund Accounting Services Agreement
Execution
Amendment No. 8
To
Fund Accounting Services Agreement
This Amendment No. 8 To Fund Accounting Services Agreement (“Amendment No. 8”), dated as of May 1, 2021 (“Effective Date”), is being entered into by and between The Bank of New York Mellon (the “Fund Accounting Agent”) and each Fund identified on Exhibit A to this Amendment No. 8 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 Fund Accounting Agent and certain of the Funds on behalf of certain of the Portfolios previously entered into the Fund Accounting 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. 8.
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. 8.
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. 8 acknowledges and agrees that (i) by virtue of its execution of this Amendment No. 8 it becomes and is a party to the Original Agreement as amended by this Amendment No. 8 (“Amended Agreement”) as of the Effective Date, or if the Fund Accounting Agent commenced providing services to the Fund or Portfolio, respectively, prior to the Effective Date, as of the date the Fund Accounting Agent 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. 8 on behalf of such Fund or Portfolio.
3. Remainder of Original Agreement. Except as specifically modified by this Amendment No. 8, 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. 8.
5. Entire Agreement. This Amendment No. 8 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. 8 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. 8, by a manual signature on a copy of this Amendment No. 8 transmitted by facsimile transmission, by a manual signature on a copy of this Amendment No. 8 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. 8 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. 8 or of executed signature pages to counterparts of this
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Execution
Amendment No. 8, 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. 8 and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment No. 8.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 8 to be executed as of the Effective Date by its duly authorized representative indicated below. An authorized representative, if executing this Amendment No. 8 by Electronic Signature, affirms authorization to execute this Amendment No. 8 by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment No. 8 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: | ▇▇▇▇ Trust | |
| Title: | President Chief Executive Officer | |
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
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Execution
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 | Custodian |
Manager/ Investment Advisaor | ||
| Open-End Funds | ||||
| ▇▇▇▇ ▇▇▇▇▇ Global Asset Management Trust | ||||
| BrandywineGLOBAL – Alternative Credit Fund | BNYM | Brandywine | ||
| BrandywineGLOBAL – Diversified US Large Cap Value Fund | BNYM | Brandywine | ||
| BrandywineGLOBAL – Dynamic US Large Cap Value Fund | BNYM | Brandywine | ||
| BrandywineGLOBAL – Global Flexible Income Fund | BNYM | Brandywine | ||
| BrandywineGLOBAL – Global High Yield Fund | BNYM | Brandywine | ||
| BrandywineGLOBAL – Global Opportunities Bond Fund | BNYM | Brandywine | ||
| Brandywine GLOBAL – Global Opportunities Bond Fund (USD Hedged) | BNYM | Brandywine | ||
| BrandywineGLOBAL – Global Unconstrained Bond Fund | BNYM | Brandywine | ||
| BrandywineGLOBAL – International Opportunities Bond Fund | BNYM | Brandywine | ||
| ClearBridge International Growth Fund | BNYM | ClearBridge | ||
| ClearBridge Small Cap Fund | BNYM | ClearBridge | ||
| ClearBridge Value Trust | BNYM | ClearBridge | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Emerging Markets Fund | BNYM | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ International Unconstrained Equity Fund | BNYM | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ SMASh Series EM Fund | BNYM | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| QS Global Market Neutral Fund | BNYM | QS Investors | ||
| QS International Equity Fund | BNYM | QS Investors | ||
| QS Strategic Real Return Fund | BNYM | QS Investors | ||
| QS U.S. Small Capitalization Equity Fund | BNYM | QS Investors | ||
| ClearBridge Global Infrastructure Income Fund | BNYM | ClearBidge RARE | ||
| ▇▇▇▇ ▇▇▇▇▇ Partners Equity Trust | ||||
| BrandywineGLOBAL - Corporate Credit Fund* | BNYM | Brandywine | ||
| BrandywineGLOBAL - High Yield Fund* | BNYM | Brandywine | ||
| ClearBridge Aggressive Growth Fund | BNYM | ClearBridge | ||
| ClearBridge All Cap Value Fund | BNYM | ClearBridge | ||
| ClearBridge Appreciation Fund | BNYM | ClearBridge | ||
| ClearBridge Dividend Strategy Fund | BNYM | ClearBridge | ||
| ClearBridge International Small Cap Fund | BNYM | ClearBridge | ||
| ClearBridge International Value Fund | BNYM | ClearBridge | ||
| ClearBridge Large Cap Growth Fund | BNYM | ClearBridge | ||
| ClearBridge Large Cap Value Fund | BNYM | ClearBridge | ||
| ClearBridge Mid Cap Fund | BNYM | ClearBridge | ||
| ClearBridge Mid Cap Growth Fund | BNYM | ClearBridge | ||
| ClearBridge Select Fund | BNYM | ClearBridge |
1 Note that open-end Funds, closed-end Funds and Cayman Islands Funds shouldbe identified as such in Exhibit A.
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Execution
| ClearBridge Small Cap Growth Fund | BNYM | ClearBridge | ||
| ClearBridge Small Cap Value Fund | BNYM | ClearBridge | ||
| ClearBridge Sustainability Leaders Fund | BNYM | ClearBridge | ||
| ClearBridge Tactical Dividend Income Fund | BNYM | ClearBridge | ||
| QS Conservative Growth Fund | BNYM | QS Investors | ||
| QS Defensive Growth Fund | BNYM | QS Investors | ||
| QS Global Dividend Fund | BNYM | QS Investors | ||
| QS Global Equity Fund | BNYM | QS Investors | ||
| QS Growth Fund | BNYM | QS Investors | ||
| QS Moderate Growth Fund | BNYM | QS Investors | ||
| QS S&P 500 Index Fund | BNYM | QS Investors | ||
| QS U.S. Large Cap Equity Fund | BNYM | QS Investors | ||
| ▇▇▇▇ ▇▇▇▇▇ Partners Income Trust | ||||
| Western Asset Ultra-Short Income Fund | BNYM | Western Asset | ||
| Western Asset California Municipals Fund | BNYM | Western Asset | ||
| Western Asset Corporate Bond Fund | BNYM | Western Asset | ||
| Western Asset Emerging Markets Debt Fund | BNYM | Western Asset | ||
| Western Asset Global High Yield Bond Fund | BNYM | Western Asset | ||
| Western Asset Income Fund | BNYM | Western Asset | ||
| Western Asset Intermediate Maturity California Municipals Fund | BNYM | Western Asset | ||
| Western Asset Intermediate Maturity New York Municipals Fund | BNYM | Western Asset | ||
| Western Asset Intermediate-Term Municipals Fund | BNYM | Western Asset | ||
| Western Asset Managed Municipals Fund | BNYM | Western Asset | ||
| Western Asset Massachusetts Municipals Fund | BNYM | Western Asset | ||
| Western Asset Mortgage Total Return Fund | BNYM | Western Asset | ||
| Western Asset Municipal High Income Fund | BNYM | Western Asset | ||
| Western Asset New Jersey Municipals Fund | BNYM | Western Asset | ||
| Western Asset New York Municipals Fund | BNYM | Western Asset | ||
| Western Asset Oregon Municipals Fund | BNYM | Western Asset | ||
| Western Asset Pennsylvania Municipals Fund | BNYM | Western Asset | ||
| Western Asset Short Duration High Income Fund | BNYM | Western Asset | ||
| Western Asset Short Duration Municipal Income Fund | BNYM | Western Asset | ||
| Western Asset Short-Term Bond Fund | BNYM | Western Asset | ||
| ▇▇▇▇ ▇▇▇▇▇ Partners Institutional Trust | ||||
| Western Asset Institutional Government Reserves | BNYM | Western Asset | ||
| Western Asset Institutional Liquid Reserves | BNYM | Western Asset | ||
| Western Asset Institutional U.S. Treasury Obligations Money Market Fund | BNYM | Western Asset | ||
| Western Asset Institutional U.S. Treasury Reserves | BNYM | Western Asset | ||
| Western Asset Premier Institutional Government Reserves | BNYM | Western Asset | ||
| Western Asset Premier Institutional Liquid Reserves | BNYM | Western Asset | ||
| Western Asset Premier Institutional U.S. Treasury Reserves | BNYM | Western Asset | ||
| Western Asset Select Tax Free Reserves | BNYM | Western Asset | ||
| Western Asset SMASh Series C Fund | BNYM | Western Asset | ||
| Western Asset SMASh Series EC Fund | BNYM | Western Asset | ||
| Western Asset SMASh Series M Fund | BNYM | Western Asset | ||
| Western Asset SMASh Series TF Fund | BNYM | Western Asset | ||
| Western Asset SMASh Series Core Completion Fund | BNYM | Western Asset | ||
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Execution
| ▇▇▇▇ ▇▇▇▇▇ Partners Money Market Trust | ||||
| Western Asset Government Reserves | BNYM | Western Asset | ||
| Western Asset New York Tax Free Money Market Fund | BNYM | Western Asset | ||
| Western Asset Prime Obligations Money Market Fund | BNYM | Western Asset | ||
| Western Asset Tax Free Reserves | BNYM | Western Asset | ||
| Western Asset U.S. Treasury Reserves | BNYM | Western Asset | ||
| ▇▇▇▇ ▇▇▇▇▇ Partners Premium Money Market Trust | ||||
| Western Asset Premium Liquid Reserves | BNYM | Western Asset | ||
| Western Asset Premium U.S. Treasury Reserves | BNYM | Western Asset | ||
| ▇▇▇▇ ▇▇▇▇▇ Partners Variable Equity Trust | ||||
| ClearBridge Variable Aggressive Growth Portfolio | BNYM | ClearBridge | ||
| ClearBridge Variable Appreciation Portfolio | BNYM | ClearBridge | ||
| ClearBridge Variable Dividend Strategy Portfolio | BNYM | ClearBridge | ||
| ClearBridge Variable Large Cap Growth Portfolio | BNYM | ClearBridge | ||
| ClearBridge Variable Large Cap Value Portfolio | BNYM | ClearBridge | ||
| ClearBridge Variable Mid Cap Portfolio | BNYM | ClearBridge | ||
| ClearBridge Variable Small Cap Growth Portfolio | BNYM | ClearBridge | ||
| Franklin ▇▇▇▇▇▇▇▇▇ Aggressive Model Portfolio (formerly, ▇▇▇▇ ▇▇▇▇▇/QS Aggressive Model Portfolio) | BNYM | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Conservative Model Portfolio (formerly, ▇▇▇▇ ▇▇▇▇▇/QS Conservative Model Portfolio) | BNYM | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Moderate Model Portfolio (formerly, ▇▇▇▇ ▇▇▇▇▇/QS Moderate Model Portfolio) | BNYM | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Moderately Aggressive Model Portfolio (formerly, ▇▇▇▇ ▇▇▇▇▇/QS Moderately Aggressive Model Portfolio) | BNYM | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Moderately Conservative Model Portfolio (formerly, ▇▇▇▇ ▇▇▇▇▇/QS Moderately Conservative Model Portfolio) | BNYM | Franklin ▇▇▇▇▇▇▇▇▇ | ||
| QS ▇▇▇▇ ▇▇▇▇▇ Dynamic Multi-Strategy VIT Portfolio | BNYM | QS Investors/Western Asset | ||
| QS Variable Conservative Growth | BNYM | QS Investors | ||
| QS Variable Growth | BNYM | QS Investors | ||
| QS Variable Moderate Growth | BNYM | QS Investors | ||
| ▇▇▇▇ ▇▇▇▇▇ Partners Variable Income Trust | ||||
| Western Asset Core Plus VIT Portfolio | BNYM | Western Asset | ||
| Western Asset Variable Global High Yield Bond Portfolio | BNYM | Western Asset | ||
| Master Portfolio Trust | ||||
| Government Portfolio | BNYM | Western Asset | ||
| Liquid Reserves Portfolio | BNYM | Western Asset | ||
| Tax Free Reserves Portfolio | BNYM | Western Asset | ||
| U.S. Treasury Obligations Portfolio | BNYM | Western Asset | ||
| U.S. Treasury Reserves Portfolio | BNYM | Western Asset | ||
| Western Asset Funds, Inc. | ||||
| Western Asset Core Bond Fund | BNYM | Western Asset | ||
| Western Asset Core Plus Bond Fund | BNYM | Western Asset | ||
| Western Asset High Yield Fund | BNYM | Western Asset |
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Execution
| Western Asset Inflation Indexed Plus Bond Fund | BNYM | Western Asset | ||
| Western Asset Intermediate Bond Fund | BNYM | Western Asset | ||
| Western Asset Macro Opportunities Fund | BNYM | Western Asset | ||
| Western Asset Total Return Unconstrained Fund | BNYM | Western Asset | ||
| Open-End Funds (ETFs) | ||||
| ▇▇▇▇ ▇▇▇▇▇ ETF Investment Trust | ||||
| BrandywineGLOBAL– Global Total Return ETF | BNYM | Brandywine | ||
| ClearBridge All Cap Growth ETF | BNYM | ClearBridge | ||
| ClearBridge Dividend Strategy ESG ETF | BNYM | ClearBridge | ||
| ClearBridge Large Cap Growth ESG ETF | BNYM | ClearBridge | ||
| ▇▇▇▇ ▇▇▇▇▇ Emerging Markets Low Volatility High Dividend ETF | BNYM | QS Investors | ||
| ▇▇▇▇ ▇▇▇▇▇ Global Infrastructure ETF | BNYM | ClearBridge RARE | ||
| ▇▇▇▇ ▇▇▇▇▇ International Low Volatility High Dividend ETF | BNYM | QS Investors | ||
| ▇▇▇▇ ▇▇▇▇▇ Low Volatility High Dividend ETF | BNYM | QS Investors | ||
| ▇▇▇▇ ▇▇▇▇▇ Small-Cap Quality Value ETF | BNYM | Royce & Associates | ||
| Western Asset Short Duration Income ETF | BNYM | Western Asset | ||
| Western Asset Total Return ETF | BNYM | Western Asset | ||
| ActiveShares® ETF Trust | ||||
| ClearBridge Focus Value ETF | BNYM | ClearBridge | ||
| Closed-End Funds | ||||
| Clarion Partners Real Estate Income Fund Inc.+# | BNYM | Clarion Partners | ||
| ClearBridge MLP and Midstream Fund Inc. | BNYM | ClearBridge | ||
| ClearBridge Energy Midstream Opportunity Fund Inc. | BNYM | ClearBridge | ||
| ClearBridge Energy MLP and Midstream Total Return Fund Inc. | BNYM | ClearBridge | ||
| BrandywineGLOBAL-Global Income Opportunities Fund Inc. | BNYM | Brandywine | ||
| LMP Capital and Income Fund Inc. | BNYM | ClearBridge | ||
| Western Asset Corporate Loan Fund Inc. | BNYM | Western Asset | ||
| Western Asset Diversified Income Fund** | BNYM | Western Asset | ||
| Western Asset Emerging Markets Debt Fund Inc. | BNYM | Western Asset | ||
| Western Asset Global Corporate Defined Opportunity Fund Inc. | BNYM | Western Asset | ||
| Western Asset Global High Income Fund Inc. | BNYM | Western Asset | ||
| Western Asset High Income Fund II Inc. | BNYM | Western Asset | ||
| Western Asset High Income Opportunity Fund Inc. | BNYM | Western Asset |
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Execution
| Western Asset High Yield Defined Opportunity Fund Inc. | BNYM | Western Asset | ||
| Western Asset Intermediate Muni Fund Inc. | BNYM | Western Asset | ||
| Western Asset Investment Grade Defined Opportunity Trust Inc. | BNYM | Western Asset | ||
| Western Asset Investment Grade Income Fund Inc. | BNYM | Western Asset | ||
| Western Asset Managed Municipals Fund Inc. | BNYM | Western Asset | ||
| Western Asset Middle Market Debt Fund Inc. | BNYM | Western Asset | ||
| Western Asset Middle Market Income Fund Inc. | BNYM | Western Asset | ||
| Western Asset Mortgage Opportunity Fund Inc. | BNYM | Western Asset | ||
| Western Asset Municipal Defined Opportunity Trust Inc. | BNYM | Western Asset | ||
| Western Asset Municipal High Income Fund Inc. | BNYM | Western Asset | ||
| Western Asset Municipal Partners Fund Inc. | BNYM | Western Asset | ||
| Western Asset Premier Bond Fund | BNYM | Western Asset | ||
| Western Asset Variable Rate Strategic Fund Inc. | BNYM | Western Asset | ||
| Western Asset Inflation-Linked Opportunities & Income Fund | BNYM | Western Asset | ||
| Western Asset Inflation-Linked Income Fund | BNYM | Western Asset | ||
| Cayman Island Funds | ||||
| Western Asset Government Money Market Fund, Ltd. | BNYM | Western Asset | ||
| Western Asset Institutional Cash Reserves, Ltd. | BNYM | Western Asset | ||
| Western Asset Institutional Liquid Reserves, Ltd. | BNYM | Western Asset | ||
| Western Asset Premier Institutional Liquid Reserves, Ltd. | BNYM | Western Asset | ||
| Western Asset U.S. Treasury Obligations Money Market Fund, Ltd. | BNYM | Western Asset | ||
| Western Asset U.S. Treasury Reserves, Ltd. | BNYM | Western Asset | ||
| Cayman Island Funds (CFCs) | ||||
| Alternative Core Fund, Ltd. | ||||
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Execution
| Real Return Fund, Ltd. | ||||
| Western Asset Inflation-Linked Opportunities & Income Fund CFC | BNYM | Western Asset | ||
| Western Asset Inflation-Linked Income Fund CFC | BNYM | Western Asset |
* Services expected to commence July 31, 2021
** Added to Exhibit as of the Effective Date
+ Recipient of Section 18(a)(1) Services
# Recipient of Compliance Services
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