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Exhibit 8(a)
CUSTODY AGREEMENT
This Custody Agreement is dated April 4, 1997 between
XXXXXX XXXXXXX TRUST COMPANY, a New York State chartered trust company (the
"Custodian"), and SCHWAB CAPITAL TRUST, a Massachusetts business trust on behalf
of its investment portfolios (the "Client").
1. Appointment and Acceptance; Accounts. (a) The Client hereby
appoints the Custodian as a custodian of Property (as defined below) owned or
under the control of the Client that are delivered to the Custodian, or any
Subcustodian as appointed below, from time to time to be held in custody for the
benefit of the Client. The Custodian agrees to act as such custodian upon the
terms and conditions hereinafter provided. The Custodian also undertakes to
comply with the requirements of Section 17(f) of the Investment Company Act of
1940, as amended (the "1940 Act") and the rules and regulations promulgated in
connection with Section 17(f) of the 1940 Act with respect to all duties to be
performed by the Custodian pursuant to this Agreement, which requirements the
Custodian represents and warrants are the only provisions of the 1940 Act
applicable to it as a custodian of the Property.
(b) Prior to the delivery of any Property by the Client to the
Custodian, the Client shall deliver to the Custodian each document and other
item listed in Appendix 1. In addition, the Client shall deliver to the
Custodian any additional documents or items as the Custodian may deem necessary
for the performance of its duties under this Agreement.
(c) The Client instructs the Custodian to establish on the
books and records of the Custodian the accounts listed in Appendix 2 (the
"Accounts") in the name of the Client. Upon receipt of Authorized Instructions
(as defined below) and appropriate documentation, the Custodian shall open
additional Accounts for the Client, including any Accounts requested by the
Client to facilitate its compliance with laws, regulations or agreements
applicable to the Client. Upon the Custodian's confirmation to the Client of the
opening of such additional Accounts, or of the closing of Accounts, Appendix 2
shall be deemed automatically amended or supplemented accordingly. The Custodian
shall record in the Accounts and shall have general responsibility for the
safekeeping of all securities ("Securities"), cash, cash equivalents and other
property (all such Securities, cash, cash equivalents and other property being
collectively the "Property") of the Client that are delivered to the Custodian
for custody.
(d) The procedures the Custodian and the Client will use in
performing activities in connection with this Agreement are set forth in a
client services guide provided to the Client by the Custodian, as such guide may
be amended from time to time by the Custodian (the "Client Services Guide") with
10 days' prior written notice and the consent of the Client; provided, however,
that any customer enhancement or amendments deemed necessary by the Custodian in
order to comply with existing or new rules, regulations or market practices, in
any jurisdiction, may be made by Custodian without the consent of the Client;
and provided, further, that the
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Custodian will use its reasonable efforts to promptly notify the Client in
advance of any such enhancement or amendment. The Client Services Guide is
incorporated herein by reference, and to the extent that the terms and
conditions of this Agreement conflict with those of the Client Service Guide,
the terms and conditions of this Agreement shall govern.
2. Subcustodians. The Property may be held in custody and
deposit accounts that have been established by the Custodian with one or more
domestic or foreign banks or other institutions as listed on Exhibit A (the
"Subcustodians"), as such Exhibit may be amended from time to time by the
Custodian by 90 days' prior written notice to the Client, or through the
facilities of one or more securities depositories or clearing agencies as listed
on Exhibit B, as may be changed from time to time by the Custodian by 90 days'
prior written notice, if possible, or by notice given to the Client as soon as
the Custodian is reasonably able, upon the Custodian's receipt of notice of the
change of any securities depository or clearing agency. Each of the entities
listed on Schedule A are "eligible foreign custodians" (as such term is defined
in Rule 17f-5(c)(2) of the 0000 Xxx) or is a domestic bank or trust company
qualified to act as a custodian under the 1940 Act. The Custodian shall
continuously monitor the eligibility of the Subcustodians, and if, at any time,
the Custodian determines that a Subcustodian no longer satisfies the
requirements of an "eligible foreign custodian" or of a domestic bank or trust
company qualified to act as a custodian under the 1940 Act, it shall promptly
give written notice to the Client of such information. The Custodian shall hold
Property through a Subcustodian, securities depository or clearing agency only
if (a) such Subcustodian and any securities depository or clearing agency in
which such Subcustodian or the Custodian holds Property, or any of their
creditors, may not assert any right, charge, security interest, lien,
encumbrance or other claim of any kind to the Property except a claim of payment
for its safe custody or administration and (b) beneficial ownership of such
Property may be freely transferred without the payment of money or value other
than for safe custody or administration. Any Subcustodian may hold Property in a
securities depository and may utilize a clearing agency.
3. Records. The books and records of the Client shall be
prepared and maintained as provided in this Section 3 and consistent with Rule
17f-5(a)(1)(iii)(D) of the 1940 Act. With respect to Property held by a
Subcustodian:
(a) The Custodian may hold Property for all of its customers
with a Subcustodian in a single account identified as belonging to the
Custodian for the benefit of its customers;
(b) The Custodian shall identify on its books as belonging to
the Client any Property held by a Subcustodian for the Custodian's
account;
(c) The Custodian shall require that Property held by the
Subcustodian for the Custodian's account be identified on the
Subcustodian's books as separate from any other property held by the
Subcustodian other than property of the Custodian's customers held
solely for the benefit of customers of the Custodian; and
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(d) In the event the Subcustodian holds Property in a
securities depository or clearing agency, such Subcustodian shall be
required by its agreement with the Custodian to identify on its books
such Property as being held for the account of the Custodian as
custodian for its customers or in such other manner as is required by
local law or market practice.
4. Access to Records. The Custodian shall allow the Client and
its designees access to the Custodian's records relating to the Property held by
the Custodian. The Custodian shall also obtain from any Subcustodian (and shall
require each Subcustodian to use reasonable efforts to obtain from any
securities depository or clearing agency listed on Exhibit B) an undertaking, to
the extent consistent with local practice and the laws of the jurisdiction or
jurisdictions to which such Subcustodian, securities depository or clearing
agency is subject, to permit the Client and its independent public accountants
and their designated representatives such access to the records of such
Subcustodian, securities depository or clearing agency as may be reasonably
required in connection with the examination of the Client's affairs or to take
such other action as the Custodian in its judgment may deem sufficient to ensure
such access.
5. Reports. The Custodian shall provide such reports and other
information to the Client and to such persons as the Client directs, including
reports (or portions thereof) of the Custodian's system of internal accounting
controls applicable to the Custodian's duties under this Agreement and such
other reports as the Custodian and the Client may agree upon from time to time.
6. Payment of Monies. The Custodian shall make, or cause any
Subcustodian to make, payments from monies being held in the Accounts only in
accordance with Authorized Instructions or as provided in Sections 9, 13 and 17.
The Custodian may act as the Client's agent or act as a
principal in foreign exchange transactions at such rates as are agreed from time
to time between the Client and the Custodian.
7. Transfer of Securities. The Custodian shall make, or cause
any Subcustodian to make, transfers, exchanges or deliveries of the Property
only in accordance with Authorized Instructions or as provided in Sections 9, 13
and 17.
8. Corporate Action. (a) The Custodian shall notify the Client
of details of all corporate actions affecting the Client's Property promptly
upon its receipt of such information.
(b) The Custodian shall take, or cause any Subcustodian to
take, such corporate action only in accordance with Authorized Instructions or
as provided in this Section 8 or Section 9.
(c) In the event the Client does not provide timely Authorized
Instructions to the Custodian in connection with any corporate action the
Custodian shall act in accordance with
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the default option provided in the Client Service Guide and/or the issuer of the
Securities and the Custodian shall give the Client written notice of any such
action.
(d) Fractional shares resulting from corporate action activity
shall be treated in accordance with local market practices.
9. General Authority. In the absence of Authorized
Instructions to the contrary, the Custodian may, and may authorize any
Subcustodian to:
(a) make payments to itself or others for expenses of handling
Property or other similar items relating to its duties under this
Agreement, provided that all such payments shall be accounted for to
the Client;
(b) receive and collect all income and principal with respect
to Securities and to credit cash receipts to the Accounts;
(c) exchange Securities when the exchange is purely
ministerial (which ministerial activities shall include without
limitation, the exchange of interim receipts or temporary securities
for securities in definitive form and the exchange of warrants, or
other documents of entitlement to securities, for the securities
themselves);
(d) surrender Securities at maturity or when called for
mandatory redemption upon receiving payment therefor;
(e) execute in the Client's name such ownership and other
certificates as may be required to obtain the payment of income from
Securities;
(f) pay or cause to be paid, from the Accounts, any and all
taxes and levies in the nature of taxes imposed on Property by any
governmental authority in connection with custody of and transactions
in such Property;
(g) endorse for collection, in the name of the Client, checks,
drafts and other negotiable instruments;
(h) take non-discretionary action on mandatory corporate
actions; and
(i) in general, attend to all nondiscretionary details in
connection with the custody, sale, purchase, transfer and other
dealings with the Property.
10. Authorized Instructions; Authorized Persons. (a) Except as
otherwise provided in Sections 6 through 9, 13 and 17, all payments of monies,
all transfers, exchanges or deliveries of Property and all responses to
corporate actions shall be made or taken only upon receipt by the Custodian of
Authorized Instructions; provided that such Authorized Instructions are timely
received by the Custodian. "Authorized Instructions" of the Client means
instructions from an Authorized Person received either directly or through the
Client's fund accountant by
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telecopy, tested telex, electronic link, mainframe-to-mainframe computer link
("mainframe link") or other electronic means or by such other means as may be
agreed in writing between the Client and the Custodian.
(b) "Authorized Person" means each of the persons or entities
identified on Appendix 3 as amended from time to time by written notice from the
Client to the Custodian. The Client represents and warrants to the Custodian
that each Authorized Person listed in Appendix 3, as amended from time to time,
is authorized to issue Authorized Instructions on behalf of the Client. Prior to
the delivery of the Property to the Custodian, the Custodian shall provide (i) a
list of designated system user ID numbers and passwords that the Client shall be
responsible for assigning to Authorized Persons or (ii) a mainframe link to be
used by Authorized Persons. The Custodian shall assume that an electronic
transmission received and identified by a system user ID number and password or
mainframe link was sent by an Authorized Person. The Custodian agrees to provide
additional designated system user ID numbers and passwords or mainframe links as
needed by the Client. The Client authorizes the Custodian to issue new system
user ID numbers or mainframe links upon the request of a then currently existing
Authorized Person. Upon the issuance of additional system user ID numbers or
mainframe links by the Custodian to the Client, Appendix 3 shall be deemed
automatically amended accordingly. The Client authorizes the Custodian to
receive, act and rely upon any Authorized Instructions received by the Custodian
which have been issued, or which the Custodian reasonably believes have been
issued by an Authorized Person.
(c) Any Authorized Person may cancel/correct or otherwise
amend any Authorized Instruction received by the Custodian, but the Client
agrees to indemnify the Custodian for any liability, loss or expense incurred by
the Custodian and its Subcustodians as a result of their having relied upon or
acted on any prior Authorized Instruction. An amendment or cancellation of an
Authorized Instruction to deliver or receive any security or funds in connection
with a trade will not be processed once the trade has settled.
11. Registration of Securities. (a) In the absence of
Authorized Instructions to the contrary, Securities which must be held in
registered form shall be registered in the name of the Custodian or the
Custodian's nominee or, in the case of Securities in the custody of an entity
other than the Custodian, in the name of the Custodian, its Subcustodian or any
such entity's nominee. The Custodian may, without notice to the Client, cause
any Securities to be registered or re-registered in the name of the Client.
(b) Where the Custodian has been instructed by the Client to
hold any Securities in the name of any person or entity other than the
Custodian, its Subcustodian or any such entity's nominee, the Custodian shall
not be responsible for any failure to collect such dividends or other income or
participate in any such corporate action with respect to such Securities.
12. Deposit Accounts. All cash received by the Custodian for
the Accounts shall be held by the Custodian as a short-term credit balance in
favor of the Client and, if the Custodian and the Client have agreed in writing
in advance that such credit balances shall bear interest, the Client shall earn
interest at the rates and times as agreed between the Custodian, and
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the Client and the Custodian shall notify the Client of the applicable interest
rate and times. The Client acknowledges that any such credit balances shall not
be accompanied by the benefit of any governmental insurance.
13. Short-term Credit Extensions. (a) From time to time, the
Custodian may extend or arrange short-term credit for the Client which is (i)
necessary in connection with payment and clearance of securities and foreign
exchange transactions or (ii) pursuant to an agreed schedule, as and if set
forth in the Client Services Guide, of credits for dividends and interest
payments on Securities. All such extensions of credit shall be repayable by the
Client on demand.
(b) The Custodian shall be entitled to charge the Client
interest for any such credit extension at rates to be agreed upon from time to
time or, if such credit is arranged by the Custodian with a third party on
behalf of the Client, the Client shall reimburse the Custodian for any interest
charge, and in each case the Custodian shall notify the Client of the applicable
interest rates. In addition to any other remedies available, the Custodian shall
be entitled to a right of set-off against the Property to satisfy the repayment
of such credit extensions and the payment of, or reimbursement for, accrued
interest thereon.
14. Representations and Warranties. (a) The Client represents
and warrants that (i) the execution, delivery and performance of this Agreement
(including, without limitation, the ability to obtain the short-term extensions
of credit in accordance with Section 13) are within the Client's power and
authority and have been duly authorized by all requisite action (corporate or
otherwise) of the Client and of the beneficial owner of the Property, if other
than the Client, and (ii) this Agreement and each extension of short-term credit
extended to or arranged for the benefit of the Client in accordance with Section
13, shall at all times constitute a legal, valid and binding obligation of the
Client enforceable against the Client in accordance with their respective terms,
except as may be limited by bankruptcy, insolvency or other similar laws
affecting the enforcement of creditors' rights in general and subject to the
effect of general principles of equity (regardless of whether considered in a
proceeding in equity or at law).
(b) The Custodian represents and warrants that (i) the
execution, delivery and performance of this Agreement are within the Custodian's
power and authority and have been duly authorized by all requisite action
(corporate or otherwise) of the Custodian and (ii) this Agreement constitutes
the legal, valid and binding obligation of the Custodian enforceable against the
Custodian in accordance with its terms, except as may be limited by bankruptcy,
insolvency or other similar laws affecting the enforcement of creditors' rights
in general and subject to the effect of general principles of equity (regardless
of whether considered in a proceeding in equity or at law).
15. Standard of Care; Indemnification. (a) The Custodian shall
be responsible for the performance of only such duties as are set forth in this
Agreement or contained in Authorized Instructions given to the Custodian which
are not contrary to the provisions of any relevant law or regulation. The
Custodian shall be liable to the Client for any loss, liability or expense
incurred by the Client in connection with the performance of the Custodian's
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responsibilities under this Agreement to the extent that any such loss,
liability or expense results from the negligence or willful misconduct of the
Custodian or any Subcustodian; provided, however that neither the Custodian nor
any Subcustodian shall be liable to the Client for any indirect, special or
consequential damages. The Custodian shall not be liable for any loss, liability
or expense resulting from events beyond the control of the Custodian or any
Subcustodian, including, but not limited to, force majeure.
(b) The Client acknowledges that the Property may be
physically held outside the United States.
(c) In addition, the Client shall indemnify the Custodian and
Subcustodians and any nominee for, and hold each of them harmless from, any
liability, loss or expense (including attorneys' fees and disbursements)
incurred in connection with the Client's obligations under this Agreement,
including without limitation, (i) as a result of the Custodian having acted or
relied upon any Authorized Instructions or (ii) arising out of any such person
acting as a nominee or holder of record of Securities; provided, however, that
the Client shall not indemnify or hold harmless any of such entities where any
such liability, loss or expense is as a result of or has arisen from the
negligence or willful misconduct of the Custodian, any Subcustodian, any of
their nominees or any agent appointed by the Custodian or any Subcustodian to
perform their obligations under this Agreement.
16. Fees; Liens. The Client shall pay to the Custodian from
time to time such compensation for its services pursuant to this Agreement as
may be mutually agreed upon as well as the Custodian's out-of-pocket and
incidental expenses. The Client shall hold the Custodian harmless from any
liability or loss resulting from any taxes or other governmental charges, and
any expenses related thereto, which may be imposed or assessed with respect to
the Accounts or any Property held therein. The Custodian is, and any
Subcustodians are, authorized to charge the Accounts for such items. The Client
shall grant the Custodian a lien on the Property to the extent necessary: (1) to
cover any temporary short-term credit extensions under Section 13 of this
Agreement, and (2) to cover any temporary borrowing in connection with fees
payable hereunder for safe custody or administration. The Custodian shall give
reasonable notice to the Client prior to taking any action to enforce the lien
granted to the Custodian in this Section 16.
17. Termination. This Agreement may be terminated by the
Client or the Custodian by 60 days written notice to the other, sent by
registered mail. If notice of termination is given, the Client shall, within 30
days following the giving of such notice, deliver to the Custodian a statement
in writing specifying the successor custodian or other person to whom the
Custodian shall transfer the Property. In either event, the Custodian, subject
to the satisfaction of any lien it may have, shall transfer the Property to the
person so specified. If the Custodian does not receive such statement the
Custodian, at its election, may transfer the Property to a bank or trust company
established under the laws of the United States or any state thereof, if such
bank or trust company is qualified to be a Custodian pursuant to the 1940 Act,
to be held and disposed of pursuant to the provisions of this Agreement or may
continue to hold the Property until such a statement is delivered to the
Custodian. In such event the Custodian shall be entitled to fair compensation
for its services during such period as the Custodian remains in possession of
any
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Property and the provisions of this Agreement relating to the duties and
obligations of the Custodian shall remain in full force and effect; provided,
however, that the Custodian shall have no obligation to settle any transactions
in Securities for the Accounts. The provisions of Sections 15 and 16 shall
survive termination of this Agreement.
18. Investment Advice. The Custodian shall not supervise,
recommend or advise the Client relative to the investment, purchase, sale,
retention or other disposition of any Property held under this Agreement.
19. Confidentiality. (a) The Custodian, its agents and
employees shall maintain the confidentiality of information concerning the
Property held in the Client's account, including in dealings with affiliates of
the Custodian. In the event the Custodian or any Subcustodian is requested or
required to disclose any confidential information concerning the Property by any
court or regulatory authority, the Custodian shall, to the extent practicable
and legally permissible, promptly notify the Client in writing of such request
or requirement so that the Client may seek a protective order or waive any
objection to the Custodian's or such Subcustodian's compliance with this Section
19. In the absence of such a waiver, if the Custodian or such Subcustodian is
compelled, in the opinion of its counsel, to disclose any confidential
information, the Custodian or such Subcustodian may disclose such information to
such persons as, in the opinion of counsel, is so required.
(b) The Client shall maintain the confidentiality of, and not
provide to any third parties absent the written permission of the Custodian, any
computer software, hardware or communications facilities made available to the
Client or its agents by the Custodian.
20. Notices. Any notice or other communication from the Client
to the Custodian, unless otherwise provided by this Agreement or the Client
Services Guide, shall be sent by certified or registered mail to Xxxxxx Xxxxxxx
Trust Company, Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx, 00000, Attention:
President, and any notice from the Custodian to the Client is to be mailed
postage prepaid, addressed to the Client at the address appearing below, or as
it may hereafter be changed on the Custodian's records in accordance with
written notice from the Client.
21. Assignment. This contract may not be assigned by either
party without the prior written approval of the other.
22. Miscellaneous. (a) This Agreement shall bind the
successors and assigns of the Client and the Custodian.
(b) This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York without regard to its
conflicts of law rules and to the extent not preempted by federal law. The
Custodian and the Client hereby irrevocably submit to the exclusive jurisdiction
of any New York State court or any United States District Court located in the
State of New York in any action or proceeding arising out of this Agreement and
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hereby irrevocably waive any objection to the venue of any such action or
proceeding brought in any such court or any defense of an inconvenient forum.
(c) The names "Schwab Capital Trust" and "Trustees of Schwab
Capital Trust" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under the
Declaration of Trust, to which reference is hereby made and a copy of which is
on file at the office of the Secretary of the Commonwealth of Massachusetts and
elsewhere as required by law, and to any and all amendments thereto so filed or
hereafter filed. The obligations of "Schwab Capital Trust" entered into in the
name or on behalf thereof by any of the Trustees, representatives or agents are
made not individually, but in such capacities, and are not binding upon any of
the Trustees, interest holders or representatives of the Trust personally, but
bind only the assets of the Trust, and all persons dealing with any series of
units of interest of the Trust must look solely to the assets of the Trust
belonging to such series for the enforcement of any claims against the Trust.
In witness whereof, the parties hereto have set their hands as
of the date first above written.
SCHWAB CAPITAL TRUST
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President and
Chief Operating Officer
Address for record: c/o Xxxxxxx Xxxxxx Investment
Management, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Secretary
Accepted:
XXXXXX XXXXXXX TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxxx
Authorized Signature
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APPENDIX 1
Account Documentation
REQUIRED DOCUMENTATION FOR CORE CUSTODIAL SERVICES (INCLUDING TAX
RECLAIMS):
CUSTODY AGREEMENT
CLIENT SERVICES GUIDE (INCLUDING APPENDICES)
FEE SCHEDULE / BILLING GUIDE
GENERAL ACCOUNT INFORMATION
US TAX AUTHORITY DOCUMENTATION
LOCAL TAX OFFICE LETTER / APPLICATION LETTER
(NON-UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
FORM 6166 / REQUEST FOR FOREIGN CERTIFICATION FORM
(UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
CERTIFICATION OF BENEFICIAL OWNERSHIP, LEGAL NAME, LEGAL RESIDENCY, TAX
STATUS AND TAX IDS
TAX RECLAIM POWER OF ATTORNEY
PREVIOUS TAX RECLAIM FILING INFORMATION
(PREVIOUS FILERS, ONLY)
UK TAX AUTHORITY DOCUMENTATION
SOPHISTICATED INVESTOR (ACCREDITED INVESTOR) LETTER
(UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
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DOCUMENTATION THAT IS REQUIRED FROM AN ENTITY CLASSIFIED AS TAX-EXEMPT
BY ITS LOCAL TAX AUTHORITY:
UK FORM 4338
(EXEMPT NON-UNITED KINGDOM-RESIDENT BENEFICIAL OWNERS, ONLY)
UK FORM 309A
(EXEMPT UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY)
FOREIGN EXEMPTION LETTERS / APPLICATION FOR AUSTRALIAN EXEMPTION LETTER
(EXEMPT BENEFICIAL OWNERS, ONLY)
DOCUMENTATION THAT IS REQUIRED ONLY IF YOU WILL USE THE PROXY VOTING
SERVICE:
VOTING POWER OF ATTORNEY
DOCUMENTATION THAT IS REQUIRED ONLY IF YOU WILL DEAL IN CERTAIN
SECURITIES:
JGB INDEMNIFICATION LETTER
KOREAN SECURITIES POWER OF ATTORNEY
NEW ZEALAND 'APPROVED ISSUER LEVY' LETTER
SPANISH POWER OF ATTORNEY WITH APOSTILE
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APPENDIX 2
Client Accounts
Account Name Account Number Account Mnemonic
------------ -------------- ----------------
1. Schwab International Index Fund 000-42986 SIIF
2. Schwab Small-Cap Index Fund 000-43001 SCIF
3. Schwab Asset Director - High
Growth Fund 000-42988 ADHG
4. Schwab Asset Director - Balanced
Growth Fund 000-42989 ADBG
5. Schwab Asset Director -
Conservative Growth Fund 000-42990 ADCG
6. Schwab OneSource Portfolios
International 000-42992 SOPI
7. Schwab OneSource Portfolios
Growth Allocation 000-42993 SOPG
8. Schwab OneSource Portfolios
Balanced Allocation 000-42994 SOPB
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APPENDIX 3
Part 1 - Authorized Signatures
The Custodian is directed to accept and act upon Authorized Instructions
received from any of the following individuals in accordance with resolutions
approved by the Board of Trustees of Schwab Capital Trust. This list of
individuals may be amended from time to time by written notice to the
Custodian.
Officers of Schwab Capital Trust
Xxxxxxx X. Xxxxxx
Xxxxxxx X. XxXxxxxx
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxx
Xxxxxxx Xxxx
Tai-Xxxx Xxxx
Xxxxx X. Xxx
Xxxxxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxx
Employees of Xxxxxxx Xxxxxx & Co., Inc. and Xxxxxxx Xxxxxx Investment
Management, Inc.
Xxxxx Xxxxxx Xxxxx Xxxxxxx
Xxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxx
Xxxx Xxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxxx Xxxx Xxxxxxxx
Xxxx Xxxxxxx Xxxx Xxxxxxxx
Xxxxxx Xxx Rodan St. Xxxxx
Xxxx Xxx Xxx Xxxxxxx
Xxxxxx Xxxxxx Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx Xxxxx Xxxxxx-Xxxxxx
Xxxxx Xxxxxxxx Xxxx Xxxxx
Xxxxxx X. Xxxxxxxxxxxxx Xxxxx Xxx
Xxxxxxx Xxx
Authorized by: /s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx
Secretary
Schwab Capital Trust
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PART II - SYSTEM USER ID NUMBERS
PROFILE I: FEDERATED STAFF PROFILE
(4) USERS: ESW1870: Xxxxx Xxxxxxx
XXX0000: Xxxx Xxxxxxxxx
ESW1886: Xxxx Xxxxx
ESW1887: Xxxxxx Xxxxx
ACCOUNTS ACCESS:
Reports: SIIF SCIF ADHG ADBG ADCG SHGP SOPI SOPG SOPB
Trades: SIIF SCIF ADHG ADBG ADCG SHGP SOPI SOPG SOPB
TE FX CA ME TD SL MA MC MF INQ
N N N N N N N N N Y
PROFILE 2: INVESTMENT MANAGEMENT STAFF PROFILE
(6) USERS: ESW1892: Xxxxx Xxx
ESW1893: Xxxx Xxx
ESW1894: Xxxx Xxxxxx
ESW1895: Xxxxxxx Xxxxxx
ESW1896: Xxxxxx Xxxxx
ESW1897: Xxx Xxxxxxxxxxxxx
ACCOUNTS ACCESS:
Reports: SIIF SCIF ADHG ADBG ADCG SHGP SOPI SOPG SOPB
Trades: SIIF SCIF ADHG ADBG ADCG SHGP SOPI SOPG SOPB
TE FX CA ME TD SL MA MC MF INQ
N N Y Y N N N N N Y
--------------------------------------------------------------------------------
XXXXXX XXXXXXX GLOBAL SECURITIES
Hong Kong London Luxembourg Mumbai New York San Francisco Sydney Tokyo
15
PROFILE 3: INVESTMENT MANAGEMENT STAFF PROFILE
(6) USERS: ESW1892: Xxxx Xxxxx
ESW1893: Nelly Sit
ESW1894: Xxxxxx Xxx
ESW1895: Xxxx Xxxx
ESW1896: Xxxxx Xxxxxx
ESW1897: Rodan St. Xxxxx
ACCOUNTS ACCESS:
Reports: SIIF SCIF ADHG ADBG ADCG SHGP SOPI SOPG SOPB
Trades: SIIF SCIF ADHG ADBG ADCG SHGP SOPI SOPG SOPB
TE FX CA ME TD SL MA MC MF INQ
N N Y Y N N N N N Y
LEGEND:
TE: Trades
FX: Foreign Exchange Entry
CA: Cash Movements
ME: Multiple Cash Entry
TD: Time Deposit and Repos
SL: Securities Lending
MA: Mass Client Trade Authorization
MC: Mass Client Cash Authorization
MF: Mass Client Foreign Exchange Authorization
INQ: Inquiry Functions *
* Please note Inquiry Functions includes the following:
Trade Inquiry
Trade Settlement Status
Trade Entry Status
FX/Cash Movement/Time Deposit Status
Pricing Inquiry
Products Inquiry
Stock Record Inquiry
Journal Inquiry
Income Inquiry
TRADES PROFILE REPORTS PROFILE
MTSW1TPF MTSW1RPF
MTSW2TPF MTSW2RPF
MTSW3TPF MTSW3RPF
--------------------------------------------------------------------------------
XXXXXX XXXXXXX GLOBAL SECURITIES
Hong Kong London Luxembourg Mumbai New York San Francisco Sydney Tokyo
16
EXHIBIT A
SUBCUSTODIANS
Australia Westpac Banking Corporation
Austria Creditanstalt-Bankverein
Belgium Banque Brussels Xxxxxxx X.X.
Canada Toronto Dominion Bank
Royal Bank of Canada *
Denmark Den Danske Bank
Finland Xxxxxx Bank
France Banque Indosuez
Germany Dresdner Bank AG
Hong Kong Hongkong and Shanghai Banking Corporation
Indonesia Hongkong and Shanghai Banking Corporation
Italy Citibank N.A., Milan Branch
Japan The Bank of Tokyo-Mitsubishi Limited
Malaysia OCBC Bank (Malaysia) Berhad
Netherlands ABN AMRO Bank N.V.
New Zealand ANZ Banking Group (New Zealand) Limited
Norway Den Norske Bank
Philippines Hongkong and Shanghai Banking Corporation
Singapore Overseas-Chinese Banking Corporation Limited
Spain Banco Santander
Sweden Svenska Handelsbanken
Switzerland Bank Leu Limited
Thailand Standard Chartered Bank
United Kingdom Barclays Bank PLC
17
EXHIBIT B
DEPOSITORIES
Australia Clearing House Electronic Subregister System
Austria Osterreiche Kontrollbank
Euroclear ***
Belgium Caisse Interprofessionelle de Depots et de Virements de Titres
Euroclear ***
Canada The Canadian Depository for Securities
Denmark Vaerdipapircentralen
Euroclear ***
Finland Euroclear ***
France Societe Interprofessionelle pour la Compensation des Valeurs Mobilieres
Germany Deutscher Kassenverein AG
Hong Kong Central Clearing and Settlement System
Indonesia Kustodian Depositari Efek Indonesia
Italy Monte Titoli S.P.A.
Banco d'Italia
Japan Japan Securities Depository Center
Malaysia Malaysian Central Depository
Netherlands Netherlands Central Institute for Giral Effectenclearing
New Zealand New Zealand Central Securities Depository
Norway Verdipapirsentralen
Euroclear ***
Philippines Philippine Central Depository
Singapore Central Depository Pte Ltd.
Spain Servicio de Compensacion y Liquidacion de Valores
Sweden Vardipapperscentralen
Euroclear ***
Switzerland Schweizerische EffektenGiro AG
Thailand Thailand Securities Depository Co. Ltd.
United Kingdom Central Gilts Office
CREST
*** Euroclear - for Eurobonds, Euro-warrants, Global Depository Shares, Country
funds
18
AMENDMENT DATED AS OF APRIL 4, 1997
BETWEEN XXXXXX XXXXXXX TRUST COMPANY (THE "CUSTODIAN")
AND SCHWAB CAPITAL TRUST (THE "CLIENT")
WHEREAS, the Custodian and the Client have entered into a Custody
Agreement dated as of April 4, 1997 (as amended from time to time, the
"Agreement") for the safekeeping of securities and cash received by the
Custodian for the account of the Client;
WHEREAS, the Client has opened an account with Short-Term Investments
Co. in order to invest in their Liquid Assets Portfolio, MSTC Cash Reserves
Class (the "Fund");
WHEREAS, the Client and the Custodian have agreed to enter into this
Amendment in order to authorize the Custodian to take certain additional actions
on behalf of the Client;
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. Terms defined in the Agreement are used herein with their defined
meanings.
2. Notwithstanding any provisions in the Custody Agreement to the
contrary, the Client hereby directs the Custodian to transfer to Client's
account #__________________ with the Fund (the "Fund Account"), on a daily
basis, any US dollar cash received by the Custodian for the Client's Accounts
specified on Schedule I hereto, in excess of the amount deemed necessary to
settle Client's cash and securities transactions. If the US dollar cash received
by the Custodian on the Client's behalf is not adequate to settle such
transactions, the Client hereby authorizes the Custodian to cause shares to be
redeemed from Client's Fund Account in amounts necessary to settle such
transactions.
3. The Client hereby authorizes the Custodian to provide to Fund
Management Company ("FMC"), an agent on behalf of the Fund, such information
with respect to the Client as may be required by applicable laws and regulations
or as may be reasonably requested by FMC and approved by the Client in writing.
4. The Client acknowledges that the Custodian has entered into a
Shareholder Service Agreement with FMC on behalf of the Fund for certain
administrative services the Custodian provides to the Fund. The Custodian
receives a fee for such services as set forth in the Prospectus of the Fund
under "Annual Portfolio Operating Expenses, 12b-1 Fees."
1
19
5. The Client confirms that any decision to invest in the Fund is
solely a decision of the Client and the Client has not relied on the Custodian
for any investment advice. The Client confirms further that the Custodian is not
exercising any discretionary authority with respect to the Client's investments
in the Fund.
6. Except as expressly amended hereby, all terms and provisions of the
Agreement shall continue to be in full force and effect. This Amendment shall be
construed in accordance with the applicable laws of the State of New York. This
Amendment may be executed by one or both of the parties hereto on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective authorized officers as of the
day and year first above written.
XXXXXX XXXXXXX TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Principal and Treasurer
SCHWAB CAPITAL TRUST
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
and Chief Operating Officer
2
20
SCHEDULE 1
CLIENT ACCOUNTS
Account Name Account Number Account Mnemonic
------------ -------------- ----------------
1. Schwab International Index Fund 000-42986 SIIF
2. Schwab Small-Cap Index Fund 000-43001 SCIF
3. Schwab Asset Director - High Growth 000-42988 ADHG
Fund
4. Schwab Asset Director - Balanced 000-42989 ADBG
Growth Fund
5. Schwab Asset Director - Conservative 000-42990 ADCG
Growth Fund
6. Schwab OneSource Portfolios - 000-42992 SOPI
International
7. Schwab OneSource Portfolios - 000-42993 SOPG
Growth Allocation
8. Schwab OneSource Portfolios - 000-42994 SOPB
Balanced Allocation
