Exhibit (g)(xix)
AMENDMENT TO CUSTODIAN SERVICES AGREEMENT
THIS AMENDMENT, dated as of August 21, 2001, by and between SCHWAB
INVESTMENTS (the "Fund") and PFPC Trust Company ("PFPC"), amends the Custodian
Services Agreement by and between the parties dated November 4, 1991 (the
"Agreement").
WHEREAS, the Fund has appointed PFPC to act as the custodian of the
Fund and to provide the custodian services set forth in the Agreement; and
WHEREAS, the Fund and PFPC wish to amend the Agreement to clarify the use
of sub-custodians with respect to domestic and foreign assets;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and contained in the Agreement, the Fund and PFPC agree, as
follows:
1. Section 14(c) of the Agreement shall be deleted and restated in its
entirety as follows:
(c) Receipt of Securities.
(i) Segregation: PFPC shall hold all securities received by it
for or for the account of each Portfolio in a separate
account that segregates such securities from those of any
other persons, firms or corporations. All such securities
shall be held or disposed of only upon Written Instructions
of the Fund or otherwise pursuant to the terms of this
Agreement. PFPC 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
the Fund's Board of Trustees, or any officer, employee or
agent of the Fund withdraw any securities.
(ii) Domestic Sub-Custodians: At PFPC's own expense, PFPC 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 respect to domestic
assets of the Fund. 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, or at
least twenty million dollars ($20,000,000) if such
sub-custodian is not a subsidiary or affiliate of PFPC. 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.
(iii) Foreign Sub-Custodians: PFPC may at any time and from time to
time enter into arrangements with sub-custodians with respect
to services regarding foreign assets. Any such arrangement
will be entered into only with prior notice to the Fund or as
otherwise provided in the 1940 Act (e.g., pursuant to Rule
17f-5). In addition, any sub-custodian may engage an Eligible
Foreign Custodian to act as sub-sub-custodian for purposes of
holding the Fund's assets.
(iv) Responsibility for Domestic and Foreign Sub-Custodians: PFPC's
selection and use of a domestic or foreign sub-custodian or
any sub-sub-custodian shall not relieve PFPC of any of its
duties under this Agreement, and PFPC 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 would be liable to the Fund if such actions
or inactions were its own hereunder.
2. All defined terms used herein shall have the meaning given in the
Agreement as amended by this Amendment.
3. The name Schwab Investments refers to Schwab Investments and its Trustees,
as Trustees but not individually or personally, acting under a Declaration of
Trust dated October 26, 1990. The obligations of Schwab Investments entered into
in the name of or on behalf of a Portfolio of Schwab Investments by any of the
Trustees, representatives or agents are made not individually, but in such
Schwab Investments capacities. Such
obligations are not binding upon any of the Trustees, shareholders or
representatives of Schwab Investments personally, but bind only the assets of
Schwab Investments belonging to such Portfolio for the enforcement of any claims
against Schwab Investments.
Transactions entered into by one or more Portfolios in Schwab Investments
are considered independent transactions and shall in no way affect transactions
entered into by any other Portfolio(s). Any amount owed by Schwab Investments
with respect to any obligation arising out of the Agreement, as amended, shall
be paid only out of the assets and property of the particular Portfolio(s) that
entered into such transaction.
4. To the extent of any conflict between the terms of this Amendment and the
terms of the Agreement, the terms of this Amendment shall be controlling. Except
to the extent amended and supplemented hereby, the Agreement shall remain
unchanged and in full force and effect and is hereby ratified and confirmed in
all respects.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be duly executed as of the date first above written.
PFPC TRUST COMPANY SCHWAB INVESTMENTS
By: /s/ Xxxxx X. Xxxxx By: /s/ Tai-Xxxx Xxxx
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Name: Xxxxx X. Xxxxx Name: Tai-Xxxx Xxxx
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Title: Vice President Title: CFO
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