Item 77Q1
April 9, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Custodian Services Agreement
Ladies and Gentlemen:
Reference is made to the Custodian Services Agreement,
dated as of January 1, 2007 (as amended to date, the
"Agreement"), by and among State Street Bank and Trust
Company, a Massachusetts trust company, and each management
investment company identified as an "Existing Fund" on
Schedule I hereto (each, a "Fund" and, collectively, the
"Funds") on behalf of each of its series, if any,
identified as "Existing Portfolio" on Schedule I hereto
(each, a "Portfolio" and, collectively, the "Portfolios")
and certain other affiliated management investment
companies.
In connection with a restructuring of the complex of
which the Funds are a part, as of the close of business on
April 13, 2007 or April 27, 2007, as indicated on Schedule
I hereto (each, a "Closing Date"), many of the Funds and
Portfolios will be reorganized as set forth on Schedule I
hereto. Additionally, as indicated on Schedule I, several
Funds and Portfolios have recently ceased or shall cease
operations following fund combinations (or otherwise) on
the date indicated on Schedule I hereto (each, a
"Termination Date").
On each applicable Closing Date, (i) each management
company identified as a "Successor Fund" shall become a
"Fund" party to the Agreement on behalf of each of its
series identified on Schedule I as a "Successor Portfolio"
and shall assume all of the rights and obligations under
the Agreement of the corresponding Existing Fund with
respect to each applicable Existing Portfolio (or, if such
Existing Fund has no Existing Portfolios, with respect to
the Existing Fund itself), (ii) each such Successor
Portfolio shall be deemed a "Portfolio" within the meaning
of the Agreement, and (iii) the corresponding Existing
Portfolio shall cease be deemed to be a "Portfolio" under
the Agreement. As of each applicable Termination Date,
each Existing Portfolio indicated on Schedule I hereto as
terminating operations shall cease to be deemed a
"Portfolio" under the Agreement.
As of the date on which an Existing Fund has no
further rights or obligations under the Agreement, by
virtue of (i) all of the rights and obligations of its
Existing Portfolios (or, if such Existing Fund has no
Existing Portfolios, the Existing Fund itself) having been
assumed by one or more Successor Funds and/or (ii) its
Existing Portfolios (or, if such Existing Fund has no
Existing Portfolios, the Existing Fund itself) having
ceased operations in connection with a fund combination,
such Existing Fund shall cease to be a party to the
Agreement and shall have no rights or obligations
thereunder.
Additionally, attached as Exhibit A hereto is a
replacement of "Exhibit A" to the Agreement, effective as
of the close of business on April 27, 2007.
Except to the extent expressly set forth herein, this
letter shall not be deemed to otherwise amend or modify any
term of the Agreement.
Please sign below to evidence your consent and
agreement to the above.
EACH MANAGEMENT INVESTMENT COMPANY
IDENTIFIED ON SCHEDULE I HERETO AS
A "EXISTING FUND"
OR A "SUCCESSOR FUND"
By:
Name:
Title:
Consented and Agreed to:
STATE STREET BANK AND TRUST COMPANY
By:
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
Exhibit A
▇▇▇▇ ▇▇▇▇▇ Partners Equity Trust
▇▇▇▇ ▇▇▇▇▇ Partners Aggressive Growth Fund
▇▇▇▇ ▇▇▇▇▇ Partners All Cap Fund
▇▇▇▇ ▇▇▇▇▇ Partners Appreciation Fund
▇▇▇▇ ▇▇▇▇▇ Partners Capital and Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners Capital Fund
▇▇▇▇ ▇▇▇▇▇ Partners Classic Values Fund
▇▇▇▇ ▇▇▇▇▇ Partners Convertible Fund
▇▇▇▇ ▇▇▇▇▇ Partners Diversified Large Cap Growth Fund
▇▇▇▇ ▇▇▇▇▇ Partners Dividend Strategy Fund
▇▇▇▇ ▇▇▇▇▇ Partners Emerging Markets Equity Fund
▇▇▇▇ ▇▇▇▇▇ Partners Equity Fund
▇▇▇▇ ▇▇▇▇▇ Partners Financial Services Fund
▇▇▇▇ ▇▇▇▇▇ Partners Fundamental Value Fund
▇▇▇▇ ▇▇▇▇▇ Partners Global Equity Fund
▇▇▇▇ ▇▇▇▇▇ Partners International All Cap Opportunity
Fund
▇▇▇▇ ▇▇▇▇▇ Partners Investors Value Fund
▇▇▇▇ ▇▇▇▇▇ Partners Large Cap Growth Fund
▇▇▇▇ ▇▇▇▇▇ Partners Lifestyle Allocation 100%
▇▇▇▇ ▇▇▇▇▇ Partners Lifestyle Allocation 85%
▇▇▇▇ ▇▇▇▇▇ Partners Lifestyle Allocation 70%
▇▇▇▇ ▇▇▇▇▇ Partners Lifestyle Allocation 50%
▇▇▇▇ ▇▇▇▇▇ Partners Lifestyle Allocation 30%
▇▇▇▇ ▇▇▇▇▇ Partners Lifestyle Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners Mid Cap Core Fund
▇▇▇▇ ▇▇▇▇▇ Partners S&P 500 Index Fund
▇▇▇▇ ▇▇▇▇▇ Partners Small Cap Core Fund
▇▇▇▇ ▇▇▇▇▇ Partners Small Cap Growth Fund
▇▇▇▇ ▇▇▇▇▇ Partners Small Cap Value Fund
▇▇▇▇ ▇▇▇▇▇ Partners Social Awareness Fund
▇▇▇▇ ▇▇▇▇▇ Partners Income Trust
▇▇▇▇ ▇▇▇▇▇ Partners Adjustable Rate Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners California Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Core Bond Fund
▇▇▇▇ ▇▇▇▇▇ Partners Core Plus Bond Fund
▇▇▇▇ ▇▇▇▇▇ Partners Diversified Strategic Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners Global High Yield Bond Fund
▇▇▇▇ ▇▇▇▇▇ Partners Government Securities Fund
▇▇▇▇ ▇▇▇▇▇ Partners High Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners Inflation Management Fund
▇▇▇▇ ▇▇▇▇▇ Partners Intermediate Maturity California
Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Intermediate Maturity New York
Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Intermediate-Term Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Investment Grade Bond Fund
▇▇▇▇ ▇▇▇▇▇ Partners Managed Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Massachusetts Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Municipal High Income Fund
▇▇▇▇ ▇▇▇▇▇ Partners New Jersey Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners New York Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Oregon Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Pennsylvania Municipals Fund
▇▇▇▇ ▇▇▇▇▇ Partners Short Duration Municipal Income
Fund
▇▇▇▇ ▇▇▇▇▇ Partners Short/Intermediate U.S. Government
Fund
▇▇▇▇ ▇▇▇▇▇ Partners Short-Term Investment Grade Bond
Fund
Western Asset Emerging Markets Debt Portfolio
Western Asset Global High Yield Bond Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Equity Trust
▇▇▇▇ ▇▇▇▇▇ Partners Variable Aggressive Growth
Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Appreciation Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Capital and Income
Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Dividend Strategy
Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Equity Index Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Fundamental Value
Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable International All Cap
Opportunity Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Investors Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Large Cap Growth
Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Lifestyle Allocation 50%
▇▇▇▇ ▇▇▇▇▇ Partners Variable Lifestyle Allocation 70%
▇▇▇▇ ▇▇▇▇▇ Partners Variable Lifestyle Allocation 85%
▇▇▇▇ ▇▇▇▇▇ Partners Variable Mid Cap Core Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Multiple Discipline
Portfolio-All Cap Growth and Value
▇▇▇▇ ▇▇▇▇▇ Partners Variable Multiple Discipline
Portfolio-Global All Cap Growth and Value
▇▇▇▇ ▇▇▇▇▇ Partners Variable Multiple Discipline
Portfolio-Large Cap Growth and Value
▇▇▇▇ ▇▇▇▇▇ Partners Variable Small Cap Growth
Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Social Awareness
Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Income Trust
▇▇▇▇ ▇▇▇▇▇ Partners Variable Adjustable Rate Income
Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Diversified Strategic
Income Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Global High Yield Bond
Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Government Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable High Income Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Money Market Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Variable Strategic Bond Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Money Market Trust
Citi California Tax Free Reserves
Citi Cash Reserves
Citi Connecticut Tax Free Reserves
Citi New York Tax Free Reserves
Citi Tax Free Reserves
Citi U.S. Treasury Reserves
Western Asset California Municipal Money Market Fund
Western Asset Government Money Market Fund
Western Asset Massachusetts Municipal Money Market
Fund
Western Asset Money Market Fund
Western Asset Municipal Money Market Fund
Western Asset New York Municipal Money Market Fund
▇▇▇▇ ▇▇▇▇▇ Partners Institutional Trust
Citi Institutional Cash Reserves
Citi Institutional Enhanced Income Fund
Citi Institutional Liquid Reserves
Citi Institutional Tax Free Reserves
Citi Institutional U.S. Treasury Reserves
SMASh Series C Fund
SMASh Series EC Fund
SMASh Series M Fund
Western Asset Institutional Government Money Market
Fund
Western Asset Institutional Money Market Fund
Western Asset Institutional Municipal Money Market
Fund
▇▇▇▇ ▇▇▇▇▇ Partners Premium Money Market Trust
Citi Premium Liquid Reserves
Citi Premium U.S. Treasury Reserves
Master Portfolio Trust
Liquid Reserves Portfolio
U.S. Treasury Reserves Portfolio
Tax Free Reserves Portfolio
Prime Cash Reserves Portfolio
Institutional Enhanced Portfolio
SMASh Series M Portfolio
SMASh Series C Portfolio
SMASh Series EC Portfolio
▇▇▇▇ ▇▇▇▇▇ Partners Trust II
▇▇▇▇ ▇▇▇▇▇ Partners Capital Preservation Fund
▇▇▇▇ ▇▇▇▇▇ Partners Capital Preservation Fund II
Western Asset Intermediate Muni Fund Inc.
Western Asset High Income Opportunity Fund Inc.
Western Asset Managed High Income Fund Inc.
Western Asset Managed Municipals Portfolio Inc.
Western Asset Municipal High Income Fund Inc.
LMP Real Estate Income Fund Inc.
LMP Corporate Loan Fund Inc.
Western Asset Zenix Income Fund Inc.
▇▇▇▇▇▇▇ Opportunity Fund, Inc.
Western Asset Emerging Markets Debt Fund Inc.
Western Asset Emerging Markets Income Fund Inc.
Western Asset Emerging Markets Income Fund II Inc.
Western Asset Emerging Markets Floating Rate Fund Inc.
LMP Capital & Income Fund Inc.
Western Asset Global Partners Income Fund Inc.
Western Asset Global High Income Fund Inc.
Western Asset High Income Fund Inc.
Western Asset High Income Fund II Inc.
Western Asset Inflation Management Fund Inc.
Western Asset Worldwide Income Fund Inc.
Western Asset 2008 Worldwide Dollar Government Term Trust
Inc.
Western Asset Municipal Partners Fund Inc.
Western Asset Municipal Partners Fund II Inc.
Western Asset Variable Rate Strategic Fund Inc.
