AMENDMENT
To Transfer Agency and Service Agreements
Between
Each of the investment companies, including each series thereof (the "Funds"),
as set forth on the attached Schedule X, and State Street Bank and Trust Company
("Transfer Agent"), make this Amendment as of this 1st day of November, 2001. In
accordance with the Amendment section of each of the Transfer Agency and Service
Agreements listed on the Schedule X attached, the parties desire to amend the
Agreements as set forth herein.
NOW THEREFORE, the parties agree as follows:
1. Each Assignment section of each of the Transfer Agency and Service
Agreements listed on the Schedule X attached, is deleted in its entirety
and replaced with the following:
"Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other party.
However, the Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (a) Boston Financial Data
Services, Inc., a Massachusetts corporation ("Boston Financial") which is
duly registered as a transfer agent pursuant to Section 17A(c)(1) of the
Securities Exchange Act of 1934, ("Section 17A(c)(1)") (b) a Boston
Financial subsidiary duly registered as a transfer agent pursuant to
Section 17A(c)(1) or (c) a Boston Financial affiliate or (d) LM Fund
Services, Inc. ("Sub-Transfer Agent"), for the performance of shareholder
and Record-keeping Services described herein; provided, however, that the
Bank shall be as fully responsible to the Fund for the acts and omissions
of any subcontractor as it is for its own acts and omissions except with
regard to the Sub-Transfer Agent where the Fund shall indemnify and hold
the Bank harmless for the acts and omissions of Sub-Transfer Agent."
2. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
3. All defined terms and definitions in the Agreement shall be the same in
this amendment (the "2001 Amendment") except as specifically revised by
this 2001 Amendment; and
4. Except as specifically set forth in this 2001 Amendment, all other terms
and conditions of the Agreements shall remain in full force and effect.
AMENDMENT
To Transfer Agency and Service Agreements
Between
Each of the investment companies (including each series thereof)(the "Funds")
and State Street Bank and Trust Company ("Transfer Agent") as set forth on the
attached Schedule X. (continued)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ RESERVE TRUST
▇▇▇▇ ▇▇▇▇▇ INCOME TRUST, INC.
▇▇▇▇ ▇▇▇▇▇ TAX-EXEMPT TRUST, INC.
▇▇▇▇ ▇▇▇▇▇ TAX-FREE INCOME FUND
▇▇▇▇ ▇▇▇▇▇ FOCUS TRUST, INC.
▇▇▇▇ ▇▇▇▇▇ GLOBAL TRUST, INC.
▇▇▇▇ ▇▇▇▇▇ INVESTORS TRUST, INC.
▇▇▇▇ ▇▇▇▇▇ LIGHT STREET TRUST, INC.
▇▇▇▇ ▇▇▇▇▇ VALUE TRUST, INC.
▇▇▇▇ ▇▇▇▇▇ SPECIAL INVESTMENT TRUST, INC.
▇▇▇▇ ▇▇▇▇▇ INVESTMENT TRUST, INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ STREET TRUST, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
WESTERN ASSET FUNDS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
STATE STREET BANK AND TRUST COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
SCHEDULE X
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1. Transfer Agency and Service Agreement between ▇▇▇▇ Mason Cash Reserve Trust
and State Street Bank and Trust Company dated as of August 1, 1990.
2. Transfer Agency and Service Agreement between ▇▇▇▇ ▇▇▇▇▇ Income Trust, Inc.
and State Street Bank and Trust Company dated as of June 19, 1987.
3. Transfer Agency and Service Agreement between ▇▇▇▇ ▇▇▇▇▇ Tax-Exempt Trust,
Inc. and State Street Bank and Trust Company dated as of December 31, 1991.
4. Transfer Agency and Service Agreement between ▇▇▇▇ ▇▇▇▇▇ Tax-Free Income Fund
and State Street Bank and Trust Company dated as of July 9, 1991.
5. Transfer Agency and Service Agreement between ▇▇▇▇ ▇▇▇▇▇ Value Trust, Inc.
and State Street Bank and Trust Company dated April 16, 1982.
6. Transfer Agency and Service Agreement between ▇▇▇▇ ▇▇▇▇▇ Special Investment
Trust, Inc. and State Street Bank and Trust Company dated December 20, 1985.
7. Transfer Agency and Service Agreement between ▇▇▇▇ ▇▇▇▇▇ Focus Trust, Inc.
and State Street Bank and Trust Company dated August 1, 1998.
8. Transfer Agency and Service Agreement between ▇▇▇▇ ▇▇▇▇▇ Global Trust, Inc.
and State Street Bank and Trust Company dated May 15, 1993.
9. Transfer Agency and Service Agreement between ▇▇▇▇ ▇▇▇▇▇ Investors Trust,
Inc. and State Street Bank and Trust Company dated September 1, 1993.
10. Transfer Agency and Service Agreement between ▇▇▇▇ ▇▇▇▇▇ Light Street Trust,
Inc. and State Street Bank and Trust Company dated November 10, 1998.
11. Transfer Agency and Service Agreement between ▇▇▇▇ ▇▇▇▇▇ Investment Trust,
Inc. and State Street Bank and Trust Company dated December 30, 1999.
12. Transfer Agency and Service Agreement between ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Street
Trust, Inc. and State Street Bank and Trust Company dated August 13, 1998.
13. Transfer Agency and Service Agreement between Western Asset Funds, Inc. and
State Street Bank and Trust Company dated December 10, 1990.