EXHIBIT (g)(xxiii)
CUSTODIAN SERVICES AGREEMENT TERMS AND CONDITIONS
This Agreement is made, as of _____________, 2002, separately by and
between each of Schwab Capital Trust, Schwab Investments, The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Family of Funds and Schwab Annuity Portfolios (each a "Fund") and PFPC Trust
Company ("PFPC Trust").
Each Fund is registered as an open-end investment company under the
Investment Company Act of 1940 (the "1940 Act"), as amended, unless otherwise
set forth on the signature page hereof.
Each Fund wishes to retain PFPC Trust to provide custody services to
its investment portfolios listed on Schedule A, as attached hereto (each a
"Portfolio"), and PFPC Trust wishes to furnish such services as more fully
described herein.
In consideration of the promises and mutual covenants herein contained,
each separate Fund and PFPC Trust agree as follows:
1. Definitions.
(a) "Authorized Person". The term "Authorized Person"
shall mean any person authorized by a Fund to give Oral or Written Instructions
with respect to such Fund. Such persons are listed on the Authorized Persons
Appendix which is attached hereto as Schedule B (as the same may be revised by a
particular Fund with respect to the Authorized Persons applicable to it upon
reasonable prior notice to PFPC Trust from time to time).
(b) "Book-Entry System". The term "Book-Entry System"
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means Federal Reserve Treasury book-entry system for United States and federal
agency securities, its successor or successors, and its nominee or nominees and
any book-entry system or clearing agency registered with the SEC under the 1934
Act.
(c) "CFTC". The term "CFTC" shall mean the Commodities
Futures Trading Commission.
(d) "Governing Board". The term "Governing Board" shall
mean a particular Fund's Board of Directors if the Fund is a corporation or a
particular Fund's Board of Trustees if the Fund is a trust, or, where duly
authorized, a competent committee thereof. If a Fund is a limited partnership,
the term "Governing Board" shall mean such Fund's general partner.
(e) "Oral Instructions". The term "Oral Instructions"
shall mean oral or e-mail instructions received by PFPC Trust from an Authorized
Person (or from a person reasonably believed by PFPC Trust to be an Authorized
Person listed on the then current Authorized Persons Appendix). For the benefit
of PFPC Trust, any e-mail communication sent to PFPC Trust shall be sent to all
of the persons listed on Schedule C hereto (as such Schedule C may be changed by
PFPC Trust upon notice to the Funds), and PFPC Trust shall not be obligated to
consider an e-mail instruction that is not sent to all of such persons to be on
Oral Instruction under this Agreement.
(f) "SEC". The term "SEC" shall mean the Securities and
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Exchange Commission.
(g) "Securities and Commodities Laws". The terms the
"1933 Act" shall mean the Securities Act of 1933, the "1934 Act" shall mean the
Securities Exchange Act of 1934, the "1940 Act" shall mean the Investment
Company Act of 1940, as amended, and the "CEA" shall mean the Commodities
Exchange Act, as amended. The 1933 Act, the 1934 Act, the 1940 Act and CEA shall
together be the "Securities and Commodities Laws."
(h) "Shares". The term "Shares" shall mean the units of
beneficial interest of any Portfolio or class of a Fund.
(i) "Property". The term "Property" shall mean:
(i) any and all securities and other investment
items which a Portfolio may from time to
time deposit, or cause to be deposited, with
PFPC Trust hereunder or which PFPC Trust may
from time to time maintain hereunder with
respect to a Portfolio;
(ii) all income in respect of any of such
securities or other investment items;
(iii) all proceeds of the sale of any of such
securities or other investment items; and
(iv) all proceeds of the sale of securities
issued by a Portfolio, which are received by
PFPC Trust from time to time, from or on
behalf of
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the Portfolio.
(j) "Written Instructions". The term "Written
Instructions" shall mean (i) written trade instructions signed by two Authorized
Persons (or two persons reasonably believed by PFPC Trust to be Authorized
Persons listed on the then current Authorized Persons Appendix) and received by
PFPC Trust or (ii) electronic trade instructions transmitted by means of an
electronic transaction reporting system which requires the use of a password or
other authorized identifier in order to gain access or (iii) written
instructions (other then trade instructions) signed by one Authorized Person (or
a person reasonably believed by PFPC Trust to be an Authorized Person listed on
the then current Authorized Persons Appendix) and received by PFPC Trust. The
instructions may be delivered electronically (for clarity, e-mail instructions
are governed by Section 1(e) of the Agreement) or by hand, mail or facsimile
sending device.
2. Appointment. Each Fund hereby appoints PFPC Trust to provide
custodian services to each of its Portfolios listed in Schedule A hereto, and
PFPC Trust accepts such appointment and agrees to furnish such services pursuant
to and in accordance with the terms hereof.
3. Delivery of Documents. Each Fund has provided or, where
applicable, will provide PFPC Trust with the following:
(a) if requested by PFPC Trust, certified or
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authenticated copies of the resolutions of the Fund's
Governing Board, approving the appointment of PFPC
Trust or its affiliates to provide services;
(b) a copy of the Fund's most recent effective
registration statement;
(c) a copy of the Fund's advisory agreement or
agreements;
(d) a copy of the Fund's distribution agreement or
agreements;
(e) a copy of the Fund's administration agreements if
PFPC Trust or an affiliate thereof is not providing
the Fund with such services;
(f) copies of any shareholder servicing agreements made
in respect of the Fund; and
(g) certified or authenticated copies of any and all
amendments or supplements to the foregoing.
4. Compliance with Government Rules and Regulations.
With respect to each respective Fund, PFPC Trust undertakes to comply
with all applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act,
and the CEA and with the requirements of such other laws that are applicable to
the duties to be performed by PFPC Trust with respect to such Fund hereunder as
are reasonably requested of PFPC by such Fund and as are acceptable to PFPC
Trust
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(such acceptance by PFPC Trust not to be unreasonably withheld). Except as
stated herein, PFPC Trust assumes no responsibility for compliance by a Fund or
any other entity with respect to any requirements applicable to the Fund or any
other entity.
5. Instructions. Unless otherwise provided in this Agreement,
PFPC Trust shall act only upon Oral or Written Instructions. PFPC Trust shall be
entitled to rely upon any Oral or Written Instructions it receives from an
Authorized Persons (or from a person reasonably believed by PFPC Trust to be an
Authorized Person listed on the then current Authorized Persons Appendix). PFPC
Trust may assume that any Oral or Written Instructions received hereunder are
not in any way inconsistent with the provisions of governing documents of a Fund
or this Agreement or of any vote, resolution or proceeding relating to a Fund or
the assets maintained hereunder.
Each Fund agrees to forward to PFPC Trust Written Instructions
confirming Oral Instructions so that PFPC Trust receives the Written
Instructions by the close of business on the same day that such Oral
Instructions are received (provided that Oral Instructions transmitted by means
of e-mail do not need to be so confirmed). The fact that such confirming Written
Instructions are not received by PFPC Trust or differ from the Oral Instructions
shall in no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. PFPC Trust
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shall promptly notify the Fund providing such confirming Written Instructions of
any differences between the Oral Instructions and the confirming Written
Instructions. Each Fund further agrees that PFPC Trust shall incur no liability
to the Fund for relying upon Oral or Written Instructions provided such
instructions reasonably appear to have been received from an Authorized Person
listed on the then current Authorized Persons Appendix.
6. Right to Receive Advice.
(a) Advice of Counsel. If PFPC Trust shall be in doubt as
to any questions of law pertaining to any action it should or should not take,
PFPC Trust may (but is not required to) request advice at its own cost from
counsel of its own choosing (who may be counsel for any Fund, any Fund's advisor
or PFPC Trust, at the option of PFPC Trust). If PFPC Trust requests advice with
respect to a Fund from counsel for such Fund, it will inform the Fund of that
fact.
(b) Protection of PFPC Trust. Without limiting PFPC
Trust's other protections under this Agreement, PFPC Trust shall be protected in
any action it takes or does not take in good faith reliance upon directions,
advice or Oral or Written Instructions it receives from a Fund or from counsel
for a Fund and which is in compliance with those directions, advice or Oral or
Written Instructions.
Nothing in this Agreement shall be construed so as to impose
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an obligation upon PFPC Trust to act in accordance with directions, advice or
Oral or Written Instructions unless, under the terms of other provisions of this
Agreement, the same is a condition of PFPC Trust's properly taking or not taking
such action.
7. Records. The books and records pertaining to a Fund, which are
in the possession of PFPC Trust, shall be the property of such Fund. Such books
and records shall be prepared and maintained in a manner reasonably requested by
the Fund and acceptable to PFPC Trust; provided that if the Fund is an
investment company registered under the 1940 Act, such books and records shall,
in addition, be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. Each Fund, or the Fund's
Authorized Persons, shall have access to the books and records pertaining to the
Fund (provided the same are in PFPC Trust's possession) at all times during PFPC
Trust's normal business hours. Upon the reasonable request of a Fund, copies of
any books and records pertaining to the Fund (provided the same are in PFPC
Trust's possession) shall be provided by PFPC Trust to the Fund or to an
Authorized Person of the Fund, at the Fund's expense; provided that upon
termination of this Agreement with respect to any Fund or Portfolio, the
original records of the Fund (or such Portfolio) shall be delivered to the
successor custodian, at the Fund's reasonable expense. Following termination of
this Agreement
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with respect to a Fund or Portfolio, PFPC Trust may maintain a copy of the
records of such Fund or Portfolio at its own expense.
8. Confidentiality. PFPC Trust shall keep confidential
information relating to a Fund which it obtains hereunder, and each Fund shall
keep confidential information relating to PFPC Trust which it obtains hereunder.
Information to be kept confidential shall include: (a) any data or information
that is competitively sensitive material, and not generally known to the public,
including, but not limited to, information about product plans, marketing
strategies, finances, operations, customer relationships, customer profiles,
customer lists, sales estimates, business plans, and internal performance
results relating to the past, present or future business activities of a Fund or
PFPC Trust; (b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and secret in
the sense that its confidentiality affords a Fund or PFPC Trust a competitive
advantage over its competitors; (c) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer software, source code,
object code, flow charts, databases, inventions, know-how, and trade secrets,
whether or not patentable or copyrightable; and (d) anything designated as
confidential. Information shall not be subject to confidentiality obligations
under this Agreement if: (a) it is already known to the receiving party at the
time it is obtained; (b) it is or becomes
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publicly known or available through no wrongful act of the receiving party; (c)
it is rightfully received from a third party who, to the best of the receiving
party's knowledge, is not under a duty of confidentiality; (d) it is released by
the protected party to a third party without restriction; (e) it is required to
be disclosed by the receiving party pursuant to a requirement of a court order,
subpoena, governmental or regulatory agency or law (provided the receiving party
will provide the party to which the information relates (i.e., PFPC Trust or a
Fund, as applicable) with written notice of such requirement, to the extent such
notice is permitted); (f) release of the information is required in connection
with the provision of services under this Agreement; (g) it is relevant to the
defense of any claim or cause of action asserted against the receiving party; or
(h) it has been or is independently developed or obtained by the receiving
party.
PFPC Trust will not gather, store, or use any Customer Information (as
defined below), and will not disclose, distribute, sell, share, rent or
otherwise transfer any Customer Information to any third party, except as
provided in this Agreement or as PFPC Trust may be directed in advance in
writing by a Fund or as required in connection with the provision of services
under this Agreement or as permitted or required by applicable law. PFPC Trust
represents, covenants, and warrants that PFPC Trust will use Customer
Information only in compliance with: (a) this Agreement;
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(b) any applicable Fund or Schwab privacy policies provided to PFPC Trust and
accepted by PFPC Trust; and (c) all applicable laws, policies and regulations
(including but not limited to applicable laws, policies and regulations related
to spamming, privacy, and consumer protection). As soon as PFPC Trust no longer
needs to retain such Customer Information in order to perform its duties under
this Agreement, PFPC Trust will upon request promptly return or (if so
instructed by a Fund in writing) destroy all originals and copies of such
Customer Information, except to the extent PFPC Trust is prohibited by law from
doing so. "Customer Information" means all intentionally or unintentionally
disclosed non-public personal information, however collected, including without
limitation, through "cookies", Web bugs or non-electronic means, pertaining to
or identifiable to a Customer (as defined below), including without limitation:
(a) name, address, e-mail address, passwords, personal financial information,
personal preferences, demographic data, marketing data, data about securities
transactions, credit data, or any other identification data; (b) any information
that reflects use of or interactions with a Schwab Service (as defined below),
including but not limited to, information concerning computer search paths, any
profiles created, or general usage data; or (c) any data otherwise submitted in
the process of registering for, or during the course of using, a Schwab Service.
"Customer" means any individual (a) customer, (b)
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prospect, or (c) subscriber or user of any Schwab Service. "Schwab Service"
means any service that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. and its affiliates make
available to their Customers through Web sites, desktops, e-mail, wireless
devices, or from any other communications channel or other medium developed,
owned, licensed, operated, hosted, or otherwise controlled by or on behalf of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. and its affiliates.
9. Cooperation with Accountants. PFPC Trust shall cooperate with
each Fund's independent public accountants, and shall take all reasonable action
in the performance of its obligations under this Agreement, to ensure that the
necessary information is made available to such accountants for the expression
of their opinion with respect to the assets maintained hereunder, as required by
a Fund.
10. Disaster Recovery. PFPC Trust shall enter into and shall
maintain in effect with appropriate parties one or more agreements making
reasonable provision for emergency use of electronic data processing equipment
to the extent appropriate equipment is available. In the event of equipment
failures, PFPC Trust shall, at no additional expense to a Fund, take steps to
minimize service interruptions with respect to the accounts and the assets
maintained hereunder with respect to such Fund.
11. Compensation. The fees for services rendered by PFPC Trust
during the term of this Agreement with respect to a
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particular Fund are set forth in the fee letter between the Fund and PFPC Trust
in effect on the date hereof, or as the same may be amended from time to time.
12. Indemnification. Each Fund agrees to indemnify and hold
harmless PFPC Trust from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, reasonable attorney's fees and
disbursements) (collectively, "Losses") arising directly or indirectly from any
action which PFPC Trust takes or does not take (i) at the request or on the
direction of or in reliance on the advice of a Fund, (ii) upon Oral or Written
Instructions or (iii) in connection with the provision of services to a Fund.
Notwithstanding the above, PFPC Trust shall not be indemnified and held harmless
by a Fund against Losses to the extent (and only to the extent) that such Losses
arise out of PFPC Trust's (i) breach of its duties and obligations with respect
to such Fund under this Agreement; (ii) willful misfeasance with respect to such
Fund under this Agreement; (iii) bad faith with respect to such Fund under this
Agreement; or (iv) negligence with respect to such Fund under this Agreement.
PFPC Trust will indemnify and hold harmless a Fund from all Losses
incurred by such Fund to the extent (and only to the extent) that such Losses
arise out of PFPC Trust's (i) breach of its duties and obligations with respect
to such Fund under this Agreement; (ii) willful misfeasance with respect to such
Fund under this
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Agreement; (iii) bad faith with respect to such Fund under this Agreement; or
(iv) negligence with respect to such Fund under this Agreement.
The provisions of this Section 12 shall survive termination of this
Agreement with respect to any Fund.
13. Responsibility of PFPC Trust. PFPC Trust shall be under no
duty to take any action on behalf of a Fund except as stated herein or as may be
agreed to by PFPC Trust, in writing. PFPC Trust shall be obligated to exercise
reasonable care and reasonable diligence in the performance of its duties and
obligations hereunder and to act in good faith in performing services provided
for under this Agreement. For purposes of indemnification under Section 12 of
this Agreement, the standards set forth in the prior sentence will be used as
the measurement of whether PFPC Trust's performance is in breach of its duties
and obligations with respect to a Fund under this Agreement.
PFPC Trust, in connection with its duties under this Agreement, shall
not be under any duty or obligation to inquire into and shall not be liable for
the validity or invalidity or authority or lack thereof of any Oral or Written
Instruction, notice or other instrument which conforms to the applicable
requirements of this Agreement, and which PFPC Trust reasonably believes to be
genuine. Notwithstanding anything in this Agreement to the contrary, PFPC Trust
shall not be liable for any Losses,
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delays or errors or loss of data occurring by reason of circumstances beyond
PFPC Trust's reasonable control, including without limitation acts of civil or
military authority, national emergencies, labor difficulties, fire, flood or
catastrophe, acts of God, acts of terrorism, insurrection, war, riots or failure
of the mails, transportation, communication or power supply. For clarity, the
immediately preceding sentence shall not obviate PFPC Trust's duties under
Section 10 of this Agreement.
Notwithstanding anything in this Agreement to the contrary, neither
PFPC Trust nor its affiliates shall be liable to any Fund for any consequential,
special or indirect losses or damages, whether or not the likelihood of such
losses or damages was known by PFPC Trust or its affiliates. Notwithstanding
anything in this Agreement to the contrary, no Fund nor any of its affiliates
shall be liable to PFPC Trust for any consequential, special or indirect losses
or damages, whether or not the likelihood of such losses or damages was known by
the Fund or its affiliates.
Notwithstanding anything herein to the contrary (other than as
specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of
this Agreement), each Fund shall be responsible for all filings, tax returns and
reports with respect to its Property or any transactions or collections
undertaken pursuant to this Agreement with respect to such Fund, which may be
requested by any relevant authority. In addition, each Fund shall be responsible
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for the payment of all taxes and similar items (including without limitation
penalties and interest related thereto) relating to that Fund.
14. Description of Services.
(a) Delivery of the Property. Each Fund will deliver or
arrange for delivery to PFPC Trust, all the Property to be maintained with
respect to its Portfolios hereunder, during the period that is set forth in this
Agreement. PFPC Trust will not be responsible for any assets until actual
receipt.
(b) Receipt and Disbursement of Money. PFPC Trust, acting
upon Written Instructions, shall (subject to the terms of this Agreement) open
and maintain a separate custody account in the name of each Portfolio or, with
respect to a Portfolio denoted with an "*" on Schedule A hereto, in the name of
such separate sub-advised accounts of such Portfolio as the applicable Fund may
inform PFPC Trust from time to time by means of a Written Instruction (each such
separate custody account is defined in this Agreement as an "Account").
PFPC Trust shall make cash payments from or for an Account only for:
(i) purchases of securities in the name of such
Account (or the name of the Portfolio to
which such Account relates) or PFPC Trust or
PFPC Trust's nominee or a sub-custodian or
nominee
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thereof as provided in sub-paragraph j;
(ii) purchase or redemption of shares of the
Portfolio to which such Account relates
which are delivered to PFPC Trust;
(iii) payment of, subject to receipt of Written
Instructions, interest, taxes (provided that
tax which PFPC Trust considers is required
to be deducted or withheld "at source" will
be governed by Section 14(h)(iii)(B) of this
Agreement), administration, accounting,
distribution, advisory, management fees or
similar expenses which are to be borne by
such Account (or the Portfolio to which such
Account relates);
(iv) payment to, subject to receipt of Written
Instructions, the transfer agent for the
Portfolio to which such Account relates, as
agent for the shareholders, an amount equal
to the amount of dividends and distributions
stated in the Written Instructions to be
distributed in cash by the transfer agent to
shareholders, or, in lieu of paying the
transfer agent, PFPC Trust may arrange for
the direct payment of cash dividends and
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distributions to shareholders in accordance
with procedures mutually agreed upon from
time to time by and among the applicable
Fund, PFPC Trust and the transfer agent;
(v) payments, upon receipt of Written
Instructions, in connection with the
conversion, exchange or surrender of
securities held by or delivered to PFPC
Trust with respect to such Account hereunder
(except that transactions of a mandatory or
involuntary nature may be processed by PFPC
Trust without Written Instructions);
(vi) payments of the amounts of dividends
received with respect to securities sold
short;
(vii) payments made to a sub-custodian pursuant to
Section 14(c)of this Agreement; and
(viii) payments, upon receipt of Written
Instructions, made for other purposes. PFPC
Trust is hereby authorized to endorse and
collect all checks, drafts or other orders
for the payment of money received as
custodian for a Portfolio.
(c) Receipt of Securities.
(i) Segregation. PFPC Trust shall segregate all
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securities received by it for a particular
Account hereunder from securities of any
other persons, firms or corporations. All
such securities shall be held or disposed of
only upon Written Instructions or otherwise
pursuant to the terms of this Agreement.
PFPC Trust shall have no power or authority
to assign, hypothecate, pledge or otherwise
dispose of any such securities or
investment, except upon the express terms of
this Agreement or upon Written Instructions,
authorizing the transaction. In no case may
any member of a Fund's Board of Trustees, or
any officer, employee or agent of the Fund
withdraw any securities maintained with
respect to a Portfolio of that Fund.
(ii) Domestic Sub-custodians. At PFPC Trust's own
expense, PFPC Trust may retain any bank (as
defined in Section 2(a)(5) of the 1940 Act
and which meets the requirements of a
custodian under Section 17(f) of the 1940
Act and the rules and regulations
thereunder) to act as sub-custodian with
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respect to domestic assets maintained
hereunder. Any such sub-custodian shall have
an aggregate capital, surplus and undivided
profits, according to its last published
report, of at least one million dollars
($1,000,000) if it is a subsidiary or
affiliate of PFPC Trust, or at least twenty
million dollars ($20,000,000) if such
sub-custodian is not a subsidiary or
affiliate of PFPC Trust. In addition, any
such sub-custodian must agree to comply with
the relevant provisions of the 1940 Act and
other applicable laws, rules and regulations
referenced in Section 4 hereof.
(iii) Foreign Sub-Custodians. PFPC Trust may at
any time and from time to time enter into
arrangements with sub-custodians with
respect to services regarding foreign assets
maintained hereunder. Any such arrangement
will be entered into only with prior notice
to the applicable Fund or as otherwise
provided in the 1940 Act (e.g., pursuant to
Rule 17f-5). In addition, any sub-custodian
may engage another entity to
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act as sub-sub-custodian for purposes of
holding the assets maintained hereunder.
(iv) Responsibility for Domestic and Foreign
Sub-Custodians. PFPC Trust's selection and
use of a domestic or foreign sub-custodian
or any sub-sub-custodian shall not relieve
PFPC Trust of any of its duties under this
Agreement, and PFPC Trust shall be fully
responsible for the actions or inactions of
any such domestic or foreign sub-custodian
or sub-sub-custodian to the same extent that
PFPC Trust would be liable to a particular
Fund hereunder if such actions or inactions
were its own hereunder(including for
purposes of indemnification under Section 12
of this Agreement). Notwithstanding anything
herein or otherwise to the contrary, (i) no
depository, clearing agency or system,
book-entry system, settlement system or
other similar entity, and no transfer agent
or registrar for uncertificated securities,
shall be considered a sub-custodian or
sub-sub-custodian and (ii) PFPC Trust shall
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have no liability for any action or inaction
of or for any event relating to any of the
foregoing entities.
(d) Transactions Requiring Instructions. Upon receipt of Oral or
Written Instructions and not otherwise (unless such an event described in
sub-clause (iii), (iv), (v) or (ix) of this sub-section (d) is of a mandatory or
involuntary nature, in which case PFPC Trust may handle such event without
Written Instructions), PFPC Trust shall:
(i) deliver any assets maintained hereunder against the
receipt of payment for the sale of such assets or
otherwise in accordance with prevailing market
practice;
(ii) execute and deliver to such persons as may be
designated in such Oral or Written Instructions,
proxies, consents, authorizations, and any other
instruments actually received by PFPC Trust hereunder
whereby the authority of a particular Portfolio as
owner of any securities maintained in a particular
Account of such Portfolio hereunder may be exercised;
(iii) deliver any securities maintained hereunder to the
issuer thereof, or its agent, when
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such securities are called, redeemed, retired or
otherwise become payable; provided that, in any such
case, the cash or other consideration is to be
delivered to PFPC Trust;
(iv) deliver any securities maintained hereunder against
receipt of other securities or cash issued or paid in
connection with the liquidation, reorganization,
refinancing, tender offer, merger, consolidation or
recapitalization of any corporation, or the exercise
of any conversion privilege;
(v) deliver any securities maintained hereunder to any
protective committee, reorganization committee or
other person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization
or sale of assets of any corporation, and receive and
hold under the terms of this Agreement such
certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to
evidence such delivery;
(vi) make such transfer or exchanges of the assets
maintained with respect to a particular
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Portfolio hereunder and take such other steps as
shall be stated in said Oral or Written Instructions
to be for the purpose of effectuating a duly
authorized plan of liquidation, reorganization,
merger, consolidation or recapitalization of such
Portfolio;
(vii) release assets maintained in a particular Account
hereunder to any bank or trust company for the
purpose of a pledge or hypothecation to secure any
loan incurred with respect to that Account; provided,
however, that assets shall be released only upon
payment to PFPC Trust of the monies borrowed, except
that in cases where additional collateral is required
to secure a borrowing already made subject to proper
prior authorization, further assets may be released
for that purpose; and repay such loan upon redelivery
to PFPC Trust of the securities pledged or
hypothecated therefor and upon surrender of the note
or notes evidencing the loan;
(viii) release and deliver securities maintained in
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a particular Account hereunder in connection with any
repurchase agreement entered into with respect to
that Account, but only on receipt of payment
therefor; and pay out monies maintained in a
particular Account hereunder in connection with a
repurchase agreement entered into with respect to
that Account, but only upon the delivery of the
securities;
(ix) release and deliver or exchange assets maintained
hereunder in connection with any conversion of such
assets, pursuant to their terms, into other assets;
(x) release and deliver assets to a broker in connection
with the broker's custody of margin collateral
relating to futures and options or other
transactions;
(xi) release and deliver assets maintained in a particular
Account hereunder for the purpose of redeeming in
kind Shares of the Portfolio to which such Account
relates, upon delivery thereof to PFPC Trust; and
(xii) release and deliver or exchange assets maintained
hereunder for other purposes.
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(e) Use of Book-Entry System. PFPC Trust is authorized and
instructed, on a continuous and on-going basis with respect to each of the
Funds, to deposit in the Book-Entry System all securities maintained hereunder
eligible for deposit therein and to utilize the Book-Entry System to the extent
possible in connection with settlements of purchases and sales of securities,
and deliveries and returns of securities loaned, subject to repurchase
agreements or used as collateral in connection with borrowings. PFPC Trust shall
continue to perform such duties until it receives Written or Oral Instructions
authorizing contrary actions(s).
To administer the Book-Entry System properly, the following provisions
shall apply:
(i) With respect to securities which are maintained in
the Book-Entry system, the records of PFPC Trust
shall identify by book-entry or otherwise the
Accounts to which such securities relate. PFPC Trust
shall furnish each Fund a detailed statement of the
Property held in each of the Fund's Accounts at least
monthly and from time to time and upon written
request.
(ii) Securities and any cash of the Portfolios which are
maintained hereunder and which are deposited in the
Book-Entry System will at all
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times be segregated from any assets and cash
controlled by PFPC Trust in other than a fiduciary or
custodian capacity but may be commingled with other
assets held in such capacities.
(iii) All books and records maintained by PFPC Trust which
relate to the maintenance of a particular Fund's
Property in the Book-Entry System will at all times
during PFPC Trust's regular business hours be open to
the inspection of such Fund's duly authorized
employees or agents, and the Fund will be furnished
with all information in respect of the services
rendered to it hereunder as it may require.
(iv) PFPC Trust will provide each Fund with copies of any
report obtained by PFPC Trust on the system of
internal accounting control of the Book-Entry System
promptly after receipt of such a report by PFPC
Trust. PFPC Trust will also provide a Fund with such
reports on its own system of internal control as the
Fund may reasonably request from time to time.
(f) Registration of Securities. All securities
-27-
maintained hereunder which are issued or issuable only in bearer form, except
such securities held in the Book-Entry System or another depository, shall be
held by PFPC Trust in bearer form; all other securities maintained hereunder may
be registered in the name of PFPC Trust; the Book-Entry System; a depository; a
sub-custodian; or any duly appointed nominee(s) of PFPC Trust, Book-Entry
system, depository or sub-custodian. Each Fund reserves the right to instruct
PFPC Trust as to the method of registration and safekeeping of its securities
maintained hereunder. Each Fund agrees to furnish to PFPC Trust appropriate
instruments to enable PFPC Trust to hold or deliver in proper form for transfer,
or to register in the name of PFPC Trust's nominee or in the name of the
Book-Entry System or in the name of another appropriate entity, any securities
of the Fund which PFPC Trust may maintain hereunder.
(g) Voting and Other Action. Neither PFPC Trust nor its nominee
shall vote any of the securities held pursuant to this Agreement, except in
accordance with Written Instructions. PFPC Trust, directly or through the use of
another entity, shall execute in blank and promptly deliver all notices,
proxies, and proxy soliciting materials received by PFPC Trust as custodian
hereunder with respect to a particular security maintained hereunder to the
registered holder of such security. If the registered owner is not the
particular Portfolio for which the security is maintained, then Written or Oral
Instructions must designate the person to whom such
-28-
notice, proxy or proxy soliciting material is to be sent. PFPC Trust will not be
under a duty to respond to any class actions or similar matters.
(h) Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, PFPC Trust is authorized to take the following
actions:
(i) Collection of Income and Other Payments.
(A) collect and receive all income, dividends,
distributions, coupons, option premiums,
other payments and similar items, included
or to be included in the Property maintained
in a particular Account hereunder, and, in
addition, promptly advise the Portfolio to
which such Account relates of such receipt
and credit such income to such Account;
(B) endorse and deposit for collection, in the
name of the applicable Portfolio, checks,
drafts, or other orders for the payment of
money;
(C) receive and maintain in a particular Account
hereunder all securities received as a
distribution on the portfolio securities
maintained in such Account as
-29-
a result of a stock dividend, share split-up
or reorganization, recapitalization,
readjustment or other rearrangement or
distribution of rights or similar securities
issued with respect to such portfolio
securities;
(D) present for payment and collect the amount
payable upon all securities maintained in a
particular Account hereunder which may
mature or which may on a mandatory or
involuntary basis be called, redeemed,
retired or otherwise become payable on the
date such securities become payable; and
(E) take any action which may be necessary and
proper in connection with the collection and
receipt of such income and other payments
and the endorsement for collection of
checks, drafts, and other negotiable
instruments.
(ii) Miscellaneous Transactions.
(A) PFPC Trust is authorized to deliver or cause
to be delivered Property against payment or
other consideration or written
-30-
receipt therefor in the following cases:
(1) for examination by a broker or
dealer in accordance with street
delivery custom;
(2) for the exchange of interim
receipts or temporary securities
for definitive securities; and
(3) for transfer of securities into the
name of a particular Fund or
Portfolio or Account or PFPC Trust
or a sub-custodian or a nominee of
one of the foregoing, or for
exchange of securities for a
different number of bonds,
certificates, or other evidence,
representing the same aggregate
face amount or number of units
bearing the same interest rate,
maturity date and call provisions,
if any; provided that, in any such
case, the new securities are to be
delivered to PFPC Trust.
(B) unless and until PFPC Trust receives Oral or
Written Instructions to the contrary,
-31-
PFPC Trust shall:
(1) payall income items held by it
hereunder which call for payment
upon presentation and hold the cash
received by it upon such payment in
the applicable Account hereunder;
(2) collect interest and cash dividends
received with respect to the
securities maintained hereunder,
with notice to the applicable Fund;
(3) hold in the applicable Account
hereunder all stock dividends,
rights and similar securities
issued with respect to any
securities held by PFPC Trust in
such Account; and
-32-
(4) subject to receipt of such
documentation and information as
PFPC Trust may request, execute as
agent on behalf of the applicable
Fund all necessary ownership
certificates required by a national
governmental taxing authority,
inserting the Fund's name on such
certificate as the owner of the
securities covered thereby, to the
extent it may lawfully do so.
(iii) Other Matters.
(A) subject to receipt of such
documentation and
information as PFPC Trust
may request, PFPC Trust
will, in such
jurisdictions in which
PFPC Trust acts as Foreign
Custody Manager for a
particular Portfolio, seek
to reclaim or obtain a
reduction with respect to
any withholdings or other
taxes relating to assets
of such Portfolio
maintained
-33-
hereunder; and
(B) PFPC Trust is authorized
to deduct or withhold any
sum in respect of tax
which PFPC Trust considers
is required to be deducted
or withheld "at source" by
any relevant law or
practice.
(i) Segregated Accounts.
(i) PFPC Trust shall upon receipt of Written or Oral
Instructions establish and maintain a segregated
accounts(s) on its records which segregated accounts
will relate to a particular Account. Such account(s)
may be used to transfer cash and securities,
including securities in the Book-Entry System:
(A) for the purposes of compliance a Portfolio
with the procedures required by a securities
or option exchange; providing that, if the
Portfolio is a series of a Fund that is an
investment company registered under the 1940
Act, such procedures comply with the 1940
Act and any releases of the SEC relating to
-34-
the maintenance of segregated accounts by
registered investment companies; or
(B) upon receipt of Written Instructions, for
other purposes.
(ii) PFPC Trust may enter into separate custodial
agreements with various futures commission merchants
("FCMs") that a particular Portfolio (or a particular
Portfolio with respect to a particular Account) uses
with respect to the assets maintained hereunder ("FCM
Agreement"). Pursuant to an FCM Agreement, margin
deposits with respect to any transactions involving
futures contracts and options on futures contracts
will be held by PFPC Trust in accounts ("FCM
Account") subject to the disposition by the FCM
involved in such contracts and in accordance with
applicable SEC rules and the rules of the applicable
commodities exchange.
Such FCM Agreements shall only be entered into upon
receipt of a request from the applicable Portfolio.
Transfers of initial margin shall be made into a FCM
Account only upon Written Instructions; transfers of
premium and variation margin may be made into a FCM
-35-
Account pursuant to Oral Instructions. Transfers of
funds from a FCM Account to the FCM with respect to
which PFPC Trust holds such an account may only occur
upon certification by the FCM to PFPC Trust that all
conditions precedent to its right to give PFPC Trust
such instructions have been satisfied.
(j) Purchases of Securities. PFPC Trust shall settle purchased
securities upon receipt of Written Instructions that specify:
(i) the name of the issuer and the title of the
securities, including CUSIP number if applicable;
(ii) the number of shares or the principal amount
purchased and accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase;
(vi) the name of the person from whom or the broker
through whom the purchase was made; and
(vii) the Account to which such purchase applies. PFPC
Trust shall upon receipt of securities purchased or
otherwise in accordance with prevailing market
practice pay out of the
-36-
monies held in the Account to which the purchase
applies the total amount payable to the person from
whom or the broker through whom the purchase was
made, provided that the same conforms to the total
amount payable as set forth in such Written
Instructions. Nothing in this Agreement shall require
PFPC Trust to make any advance in order to settle
purchased securities.
(k) Sales of Securities. PFPC Trust shall settle sold securities
upon receipt of Written Instructions that specify:
(i) the name of the issuer and the title of the security,
including CUSIP number if applicable;
(ii) the number of shares or principal amount sold, and
accrued interest, if any;
(iii) the date of trade, settlement and sale;
(iv) the sale price per unit;
(v) the total amount payable upon such sale;
(vi) the name of the broker through whom or the person to
whom the sale was made; and
(vii) the Account to which the sale applies and the
location to which the security must be delivered and
delivery deadline, if any. PFPC Trust shall deliver
the securities upon
-37-
receipt of the total amount payable upon such sale or
otherwise in accordance with prevailing market
practice, provided that the total amount payable is
the same as was set forth in the Written
Instructions. Notwithstanding the other provisions
hereof, PFPC Trust may accept payment in such form as
shall be satisfactory to it, and may deliver
securities and arrange for payment in accordance with
the customs prevailing among dealers in securities.
(l) Reports.
(i) PFPC Trust shall furnish each Fund the following
reports:
(A) such periodic and special reports as the
Fund may reasonably request;
(B) a monthly statement summarizing all
transactions and entries each of the Fund's
Accounts, listing the portfolio securities
maintained in such Accounts with the
adjusted average cost of each issue and the
market value at the end of such month, and
stating the cash amount of such Accounts
including disbursements;
(C) the reports to be furnished to the Fund
-38-
pursuant to Rule 17f-4 (if the Fund is an
investment company registered under the ▇▇▇▇
▇▇▇); and
(D) such other information as may be agreed upon
from time to time between the Fund and PFPC
Trust.
(ii) PFPC Trust shall transmit promptly to each Fund any
proxy statement, proxy material, notice of a call or
conversion or similar communication received by it as
custodian of the Property maintained hereunder with
respect to such Fund's Portfolios. PFPC Trust shall
be under no other obligation to inform the Fund as to
such actions or events. For clarification, upon
termination of this Agreement with respect to such
Fund PFPC Trust shall have no responsibility to
transmit such information or to inform the Fund or
any other person of such actions or events.
(m) Crediting of Accounts. With respect to registered United
States domestic securities (i.e., securities having an industry CUSIP number),
security purchase and sale transactions will be posted to the applicable Account
on settlement date and dividends, interest payments and final principal
redemptions will
-39-
be credited to the applicable Account on payable date. With respect to foreign
securities, security purchase and sale transactions will be posted to the
applicable Account on settlement date to the extent that the foreign
sub-custodian maintaining such securities hereunder so posts the transaction
(and otherwise will be posted on the date such foreign sub-custodian posts the
transaction) and dividends, interest payments and final principal redemptions
will be credited to the applicable Account on payable date to the extent that
the foreign sub-custodian maintaining such securities hereunder so credits such
amounts (and otherwise will be credited on the date such foreign sub-custodian
credits such amounts). With respect to transactions or payments not referenced
in one of the two preceding sentences, such transactions or payments will be
posted or credited to the applicable Account at the time determined by PFPC
Trust in its reasonable discretion (but in no event later than the date on which
such transaction or payment actually settles). No amount will be credited on
payable date with respect to securities that are in default.
If PFPC Trust credits an Account with respect to (a) income, dividends,
distributions, coupons, option premiums, other payments or similar items on a
contractual payment date or otherwise in advance of PFPC Trust's actual receipt
of the amount due, (b) the proceeds of any sale or other disposition of assets
on the contractual settlement date or otherwise in advance of PFPC Trust's
actual receipt of the amount due or (c) provisional crediting of
-40-
any amounts due, and (i) PFPC Trust is subsequently unable to collect full and
final payment for the amounts so credited within a reasonable time period using
reasonable efforts or (ii) pursuant to standard industry practice, law or
regulation PFPC Trust is required to repay to a third party such amounts so
credited, PFPC Trust shall have the absolute right in its sole discretion upon
notice to the applicable Fund to reverse any such credit or payment and to debit
or deduct the amount of such credit or payment from the Account, and PFPC Trust
shall also be entitled without the need for such notice to otherwise pursue
recovery of any such amounts so credited from the applicable Fund. In addition,
notwithstanding the foregoing sentence, if any Property has been incorrectly
paid or credited, PFPC Trust shall have the absolute right in its sole
discretion without demand or prior notice to reverse any such payment or credit,
to debit or deduct the amount of any such payment or credit from the applicable
Account, and to otherwise pursue recovery of any amounts so paid or credited
from the applicable Fund; PFPC Trust will give prompt after-the-fact notice
(i.e., such notice will be given within timeframes that comply with PFPC Trust's
standard operating procedures) to the applicable Fund of any such reversal,
debit or deduction. Each Fund, on behalf of each of its respective Portfolios,
hereby grants a first priority contractual possessory security interest in and a
right of setoff against the assets maintained in a particular Account hereunder
in the amount necessary to secure the return and payment to PFPC Trust
-41-
of any advance or credit made by PFPC Trust (including charges related thereto)
with respect to such Account.
(n) Collections. Provided PFPC Trust has complied with
its required standard of care with respect to a particular Portfolio under this
Agreement, all collections of monies or other property, in respect, or which are
to become part of the Property of such Portfolio (but not the safekeeping
thereof upon receipt by PFPC Trust) shall be at the sole risk of such Portfolio.
If payment is not received by PFPC Trust within a reasonable time after proper
demands have been made, PFPC Trust shall notify the applicable Fund in writing,
including copies of all demand letters, any written responses, and memoranda of
all telephonic demands and oral responses, and shall await instructions from the
Fund. PFPC Trust shall not be obliged to take legal action for collection unless
and until reasonably indemnified to its satisfaction. PFPC Trust shall also
notify the applicable Fund as soon as reasonably practicable whenever income due
on securities is not collected in due course.
(o) PFPC Trust and/or sub-custodians may enter into or
arrange foreign exchange transactions (at such rates as they may consider
appropriate) in order to facilitate transactions under this Agreement, and such
entities and/or their affiliates may receive reasonable and customary
compensation in connection with such foreign exchange transactions.
15. Duration and Termination. This Agreement shall continue in
full force and effect with respect to a particular Fund (or
-42-
Portfolio thereof) unless terminated as hereinafter provided or amended at any
time by mutual, written agreement of such Fund and PFPC Trust. With respect to a
particular Fund (or Portfolio thereof) and PFPC Trust, this Agreement may be
terminated by either of such Fund or PFPC Trust by an instrument in writing
delivered, faxed or mailed, postage prepaid, to the other, such termination to
take effect on the date stated therein, which date shall not be sooner than
sixty (60) days after the date of such delivery or mailing. In the event this
Agreement is terminated with respect to a particular Fund (or Portfolio
thereof), pending appointment of a successor to PFPC Trust, PFPC Trust may
deliver the assets of such Fund (or such Portfolio) that are maintained
hereunder to a bank or trust company of PFPC Trust's choosing, having an
aggregate capital, surplus and undivided profits, as shown by its last published
report, of not less than twenty million dollars ($20,000,000), to be held under
terms similar to those of this Agreement. PFPC Trust shall not be required to
make any delivery or payment of the assets maintained hereunder with respect to
a particular Fund (or Portfolio thereof) until full payment shall have been made
by such Fund (or such Portfolio) to PFPC Trust of all of PFPC Trust's fees,
compensation, costs and expenses relating to such Fund (or such Portfolio); PFPC
Trust shall have a security interest in and shall have a right of setoff against
such Fund's (or such Portfolio's) Property which is in PFPC Trust's possession
as security for the payment of PFPC Trust's fees, compensation,
-43-
costs and expenses relating to such Fund (or such Portfolio).
16. Notices. Notice shall be addressed (a) if to PFPC Trust at
PFPC Trust's address, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, marked for the attention of the Mutual Fund Custody
Department (or its successor); (b) if to a Fund, at the address of the Fund; or
(c) if to neither a Fund or PFPC Trust, at such other address as shall have been
notified to the sender of any such notice. If notice is sent by confirming
facsimile sending device, it shall be deemed to have been given immediately. If
notice is sent by first-class mail, it shall be deemed to have been given five
days after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered.
17. Amendments. This Agreement, or any term hereof, may be changed
or waived only by a written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
18. Delegation. PFPC Trust may, with the prior written consent of
a Fund, which consent may not be unreasonably withheld, assign its rights and
delegate its duties with respect to such Fund hereunder to any wholly-owned
direct or indirect subsidiary of PFPC Trust or of The PNC Financial Services
Group, Inc., provided that (i) PFPC Trust provides the Fund a minimum of thirty
(30) days in which to decide and to consent by written notice; (ii) if the Fund
is an investment company registered under the 1940 Act, the delegate agrees with
PFPC Trust to comply with all relevant
-44-
provisions of this Agreement and the 1940 Act; and (iii) PFPC Trust and such
delegate promptly provide such information as the Fund may request, and respond
to such questions as the Fund may ask, relative to the delegation, including
(without limitation) the capabilities of the delegate.
19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
20. Further Actions. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
21. Miscellaneous. As between each separate Fund and PFPC Trust,
this Agreement embodies the entire agreement and understanding between such Fund
and PFPC Trust and supersedes all prior agreements and understandings between
such Fund and PFPC Trust relating to the subject matter hereof.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement shall be deemed to
be a contract made in California and governed by California law. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding and shall inure to the benefit
of the parties hereto and their respective
-45-
successors and permitted assigns.
PFPC Trust shall retain title to and ownership of any and all data
bases, computer programs, screen formats, report formats, interactive design
techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade secrets,
and other related legal rights owned or licensed and utilized by PFPC Trust in
connection with the services provided by PFPC Trust to any of the Funds.
There are no oral or written representations, agreements or
understandings between PFPC Trust and any Fund except as stated in this
Agreement.
PFPC Trust is entering into this Agreement with each of the Funds
separately, and any duty, obligation or liability owed or incurred by PFPC Trust
with respect to a particular Fund shall be owed or incurred solely with respect
to that Fund, and shall not in any way create any duty, obligation or liability
with respect to any other Fund. This Agreement shall be interpreted to carry out
the intent of the parties hereto that PFPC Trust is entering into a separate
arrangement with each separate Fund.
-46-
The respective names Schwab Capital Trust, Schwab Investments, The
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Family of Funds and Schwab Annuity Portfolios refers to each of
such respective Funds and its Trustees, as Trustees but not individually or
personally, acting under their respective Declarations of Trust dated May 6,
1993, October 26, 1990, May 9, 1995 and January 21, 1994. The obligations of any
one of the aforementioned Funds entered into in the name of or on behalf of a
Portfolio of such Fund by any of the Trustees, representatives or agents of such
Fund are made not individually, but in such capacities. Such obligations are not
binding upon any of the Trustees, shareholders or representatives of such Fund
personally, but bind only the assets of such Fund belonging to such Portfolio
for the enforcement of any claims against such Fund.
Transactions entered into by a particular Portfolio of a Fund are
considered independent transactions and shall in no way effect transactions
entered into by any other Portfolio of such Fund. Any amount owed by a Fund with
respect to any obligation arising out of this Agreement, as amended, shall be
paid only out of the assets and property of the particular Portfolio that
entered into such transaction.
-47-
IN WITNESS WHEREOF, each of the respective parties hereto have caused
this Agreement to be executed on the day and year first above written.
PFPC TRUST COMPANY
By:
Title:
SCHWAB CAPITAL TRUST
By:
Title:
SCHWAB INVESTMENTS
By:
Title:
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ FAMILY OF FUNDS
By:
Title:
------------------------------
SCHWAB ANNUITY PORTFOLIOS
By:
Title:
------------------------------
-48-
SCHEDULE A
INVESTMENT PORTFOLIOS
Schwab Capital Trust
Schwab S&P 500 Fund
Schwab Core Equity Fund
Schwab Institutional Select S&P 500 Fund
Schwab Institutional Select Large-Cap Value Index Fund
Schwab Institutional Select Small-Cap Value Index Fund
Schwab Total Stock Market Index Fund
Schwab U.S. MarketMasters Fund *
Schwab Balanced MarketMasters Fund *
Schwab Small-Cap MarketMasters Fund *
Schwab International MarketMasters Fund *
Schwab Hedged Equity Fund
Schwab Investments
Schwab 1000
Schwab Short-Term Bond Market Fund
Schwab Total Bond Market Fund
Schwab California Short/Intermediate Tax-Free Bond Fund
Schwab California Long-Term Tax-Free Bond Fund
Schwab Short/Intermediate Tax-Free Bond Fund
Schwab Long-Term Tax-Free Bond Fund
Schwab YieldPlus Fund
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Family of Funds
Schwab Money Market Fund Schwab Value Advantage Money Fund
Schwab Institutional Advantage Money Fund
Schwab Retirement Money Fund
Schwab Government Money Fund ▇▇▇▇▇▇ U.S. Treasury Money Fund
Schwab Municipal Money Fund
Schwab California Municipal Money Fund
Schwab New York Municipal Money Fund
Schwab Florida Municipal Money Fund
Schwab Government Cash Reserves Fund
Schwab Pennsylvania Municipal Money Fund
Schwab New Jersey Municipal Money Fund
Schwab Annuity Portfolios
Schwab Money Market Portfolio
Schwab S&P 500 Portfolio
SCHEDULE B
AUTHORIZED PERSONS APPENDIX
-49-
Schwab Capital Trust
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
Schwab Investments
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
SCHEDULE B
AUTHORIZED PERSONS APPENDIX
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Family of Funds
------------------------------
-50-
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
Schwab Annuity Portfolios
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
------------------------------
SCHEDULE C
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-51-
