EXHIBIT (g)(xxiv)
ACCOUNTING SERVICES AGREEMENT
This Agreement is made, as of ___________, 2002, separately by and between
each of Schwab Investments, The Xxxxxxx Xxxxxx Family of Funds, Schwab Capital
Trust and Schwab Annuity Portfolios (each a "Fund") and PFPC Inc.("PFPC").
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 to provide accounting services to its
investment portfolios listed on Schedule A, as attached hereto (each a
"Portfolio"), and PFPC 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 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 in the Certificate attached hereto as the
Authorized Persons Appendix (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 from time to time). If PFPC provides more than one service
hereunder with respect to a particular Fund, that Fund's designation of
Authorized Persons may vary by service.
(b) "CFTC". The term "CFTC" shall mean the
Commodities Futures Trading Commission.
(c) "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.
(d) "Oral Instructions". The term "Oral Instructions" shall mean
oral or e-mail instructions received by PFPC from an Authorized Person (or from
a person reasonably believed by PFPC to be an Authorized Person listed on the
then current Authorized Persons Appendix.) For the benefit of PFPC, any e-mail
communication sent to PFPC shall be sent to all of the persons listed on
Schedule C hereto (as such Schedule C may be changed by PFPC upon notice to the
Funds), and PFPC shall not be obligated to consider an e-mail instruction that
is not sent to all of such persons to be an Oral Instruction under this
Agreement.
(e) "SEC". The term "SEC" shall mean the Securities and Exchange
Commission.
(f) "Securities and Commodities Laws". The terms the "1933 Act"
shall mean the Securities Act of 1933, as amended, the "1934 Act" shall mean the
Securities Exchange Act of 1934, as amended, 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 the CEA
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shall together be the "Securities and Commodities Laws."
(g) "Shares". The term "Shares" shall mean the units of beneficial
interest of any Portfolio or class of a Fund.
(h) "Written Instructions". The term "Written Instructions" shall
mean (i) written trade instructions signed by two Authorized Persons (or two
persons reasonably believed by PFPC to be Authorized Persons listed on the then
current Authorized Persons Appendix) and received by PFPC 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 than trade
instructions) signed by one Authorized Person (or a person reasonably believed
by PFPC to be an Authorized Person listed on the then current Authorized Persons
Appendix) and received by PFPC. The instructions may be delivered electronically
(for clarity, e-mail instructions are governed by Section 1(d) of the Agreement)
or by hand, mail or facsimile sending device.
2. Appointment. Each Fund hereby appoints PFPC to provide accounting
services to each of its Portfolios listed in Schedule A hereto, pursuant to and
in accordance with the terms set forth in this Agreement, and PFPC accepts such
appointment and agrees to furnish such services.
3. Delivery of Documents. Each Fund has provided or, where applicable,
will provide PFPC with the following:
(a) if requested by PFPC, certified or authenticated
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copies of the resolutions of the Fund's Governing Board, approving the
appointment of PFPC 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) copies of any shareholder servicing agreements made in respect
of the Fund; and
(f) 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 undertakes to comply with all applicable requirements
of the Securities and Commodities Laws and with the requirements of such other
laws that are applicable to the duties to be performed by PFPC with respect to
such Fund hereunder as are reasonably requested of PFPC by such Fund and as are
acceptable to PFPC (such acceptance by PFPC not to be unreasonably withheld).
Except as stated herein, PFPC 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
shall act only upon Oral or Written Instructions. PFPC shall be entitled to rely
upon any Oral or Written
- 4 -
Instructions it receives from an Authorized Person (or from a person reasonably
believed by PFPC to be an Authorized Person listed on the then current
Authorized Persons Appendix). In the exercise of reasonable judgement, PFPC 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.
Each Fund agrees to forward to PFPC Written Instructions confirming Oral
Instructions so that PFPC 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 or differ from the Oral Instructions shall in no way invalidate the
transactions or enforceability of the transactions authorized by the Oral
Instructions. PFPC 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 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 shall be in doubt as
- 5 -
to any questions of law pertaining to any action it should or should not take,
PFPC 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,
at the option of PFPC). If PFPC requests advice with respect to a Fund from
counsel for such Fund, it will inform the Fund of that fact.
(b) Protection of PFPC. Without limiting PFPC's other protections
under this Agreement, PFPC 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 an obligation
upon PFPC 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'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, 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; 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
- 6 -
records pertaining to the Fund (provided the same are in PFPC's possession) at
all times during PFPC'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's possession) shall be provided by PFPC 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 fund accountant, at the Fund's reasonable expense. Following
termination of this Agreement with respect to a Fund or Portfolio, PFPC may
maintain a copy of the records of such Fund or Portfolio at its own expense.
8. Confidentiality. PFPC shall keep confidential information relating
to a Fund which it obtains hereunder, and each Fund shall keep confidential
information relating to PFPC 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; (b) any
scientific or technical information, design, process, procedure, formula, or
improvement that is commercially valuable and secret in the sense that its
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confidentiality affords a Fund or PFPC 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 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 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 will not gather, store, or use any Customer Information
- 8 -
(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 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 represents,
covenants, and warrants that PFPC will use Customer Information only in
compliance with: (a) this Agreement; (b) any applicable Fund or Schwab privacy
policies provided to PFPC and accepted by PFPC; 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 no longer needs to retain such Customer Information in order to perform
its duties under this Agreement, PFPC 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 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
- 9 -
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) prospect, or (c) subscriber or
user of any Schwab Service. "Schwab Service" means any service that Xxxxxxx
Xxxxxx & 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 Xxxxxxx Xxxxxx & Co., Inc. and its
affiliates.
9. Liaison with Accountants. PFPC shall act as liaison with each Fund's
independent public accountants, and shall provide account analyses, fiscal year
summaries, and other audit-related schedules relating to a particular Fund to
that Fund's independent public accountants. PFPC shall take all reasonable
action in the performance of its obligations under this Agreement with respect
to a particular Fund to assure that the necessary information is made available
to such Fund's independent public accountants for the expression of their
opinion with respect to such Fund, as such may be required by the Fund from time
to time.
10. Disaster Recovery. PFPC shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data
- 10 -
processing equipment to the extent appropriate equipment is available. In the
event of equipment failures, PFPC shall, at no additional expense to a Fund,
take steps to minimize service interruptions with respect to such Fund.
11. Compensation. The fees for services rendered by PFPC during the term
of this Agreement with respect to a particular Fund are set forth in the fee
letter between the Fund and PFPC 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 from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, reasonable attorneys' fees and disbursements)
(collectively, "Losses") arising directly or indirectly from any action which
PFPC 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 shall not be indemnified and held harmless by a Fund against any
Losses to the extent (and only to the extent) that such Losses arise out of
PFPC'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 will indemnify and hold harmless a Fund from all Losses
- 11 -
incurred by such Fund to the extent (and only to the extent) that such Losses
arise out of PFPC'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.
The provisions of this Section 12 shall survive termination of this
Agreement with respect to any Fund.
13. Responsibility of PFPC. PFPC 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, in writing. PFPC shall be obligated to exercise reasonable care and
reasonable diligence in the performance of its duties and obligations hereunder
(including the services set forth in Schedule B to this Agreement) 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's performance is in breach of its duties and obligations with respect to a
Fund under this Agreement.
PFPC, 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
- 12 -
Agreement, and which PFPC reasonably believes to be genuine. Notwithstanding
anything in this Agreement to the contrary, PFPC shall not be liable for any
Losses, delays or errors or loss of data occurring by reason of circumstances
beyond PFPC'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's duties under Section 10
of this Agreement.
Notwithstanding anything in this Agreement to the contrary, neither PFPC
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 or its affiliates. Notwithstanding anything in this
Agreement to the contrary, no Fund nor any of its affiliates shall be liable to
PFPC 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.
14. PFPC shall, with respect to each separate Fund, perform the services
set forth on Schedule B to this Agreement.
15. Duration and Termination. This Agreement shall continue in full
force and effect with respect to a particular Fund (or Portfolio thereof) unless
terminated as hereinafter provided or amended by mutual, written agreement of
such Fund and PFPC. With
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respect to a particular Fund (or Portfolio thereof) and PFPC, this Agreement may
be terminated by either of such Fund or PFPC 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.
16. Notices. 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 three 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. Notices shall be addressed (a) if to PFPC at
PFPC's address, 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; (b) if to a
Fund, at the address of the Fund; or (c) if to neither a Fund or PFPC, at such
other address as shall have been notified to the sender of any such notice.
17. Amendments. This Agreement, or any term hereof, may be changed or
waived only by written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
18. Delegation. PFPC may, with the prior written consent of a Fund,
which such 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 or of The PNC Financial Services Group,
Inc., provided that (i) PFPC gives the Fund a minimum of thirty (30) days in
which to decide and consent by written notice; (ii) if the Fund is
- 14 -
an investment company registered under the 1940 Act, the delegate agrees with
PFPC to comply with all relevant provisions of this Agreement and the 1940 Act;
and (iii) PFPC 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, this
Agreement embodies the entire agreement and understanding between such Fund and
PFPC and supersedes all prior agreements and understandings between such Fund
and PFPC 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
- 15 -
not be affected thereby. This Agreement shall be binding and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
PFPC 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 in
connection with the services provided by PFPC to any of the Funds.
There are no oral or written representations, agreements or understandings
between PFPC and any Fund except as stated in this Agreement.
PFPC is entering into this Agreement with each of the Funds separately,
and any duty, obligation or liability owed or incurred by PFPC 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 is entering into a separate arrangement with each
separate Fund.
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The respective names Schwab Investments, The Xxxxxxx Xxxxxx Family of
Funds, Schwab Capital Trust 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 October
26, 1990, May 9, 1995, May 6, 1993 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 affect 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.
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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 INC.
By:
Name:
Title:
SCHWAB INVESTMENTS
By: _____________________________
Name: ___________________________
Title: __________________________
THE XXXXXXX XXXXXX FAMILY OF FUNDS
By: _____________________________
Name: ___________________________
Title: __________________________
SCHWAB CAPITAL TRUST
By: _____________________________
Name: ___________________________
Title: __________________________
SCHWAB ANNUITY PORTFOLIOS
By:
Name:
Title:
- 18 -
SCHEDULE A
----------
Schwab Investments
------------------
Schwab Total Bond Market Fund
Schwab Short-Term 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 Xxxxxxx Xxxxxx Family of Funds
----------------------------------
Schwab Money Market Fund
Schwab Government Money Fund
Xxxxxx U.S. Treasury Money Fund
Schwab Value Advantage Money Fund
Schwab Institutional Advantage Money Fund
Schwab Retirement Money Fund
Schwab Municipal Money Fund
Schwab California Municipal Money Fund
Schwab New York Municipal Money Fund
Schwab New Jersey Municipal Money Fund
Schwab Pennsylvania Municipal Money Fund
Schwab Florida Municipal Money Fund
Schwab Government Cash Reserves Fund
Schwab Capital Trust
--------------------
Schwab U.S. MarketMasters Fund *
Schwab Balanced MarketMasters Fund *
Schwab Small-Cap MarketMasters Fund *
Schwab International MarketMasters Fund *
Schwab Hedged Equity Fund
Schwab Annuity Portfolios
-------------------------
Schwab Money Market Portfolio
- 19 -
SCHEDULE B
----------
PFPC shall perform the following services for each separate Fund, and where
referenced each separate Fund's Portfolios (each such separate Fund is referred
to separately in this Schedule B as "the Fund"). With respect to the Portfolios
of Schwab Capital Trust designated with an "*" on Schedule A of the Agreement,
PFPC will create separate accounts for each sub-adviser of each such Portfolio
and will perform items 1-6, 8-9, 14-15, 17 and 21 for each such sub-adviser
account.
1. With respect to each particular Portfolio of the Fund, assist in
keeping, maintaining and preserving (for such period of time as
required under Rule 31a-2 of the 0000 Xxx) all accounts, records and
other documents required under (a) Rule 31a-1(a) that relate to the
services provided by PFPC with respect to such Portfolio under the
Agreement; (b) Rule 31a-1(b)(1); (c) Rule 31a-1(b)(2)(i), (ii) and
(iii); (d) Rule 31a-1(b)(3) and (e) Rule 31a-1(b)(8);
2. Calculate the value of each asset of each Portfolio of the Fund and
the current net asset value of each such Portfolio and of each class
of each such Portfolio;
3. Record and verify daily income, expense accruals and capital gains
and losses with respect to each Portfolio of the Fund and provide
notification of any proposed adjustments to the Fund;
4. Maintain historical tax lots for each asset of each Portfolio of the
Fund;
5. Record the investment purchases and sales of each Portfolio of the
Fund and transmit the same to the Fund's custodian for proper
settlement;
6. Review transactions recorded by the Fund's custodian with respect to
each Portfolio of the Fund in order to prepare the daily
reconciliation of cash and investment positions with respect to each
such Portfolio;
7. Record the capital share transactions of each Portfolio of the Fund
and reconcile such transactions daily with the Fund's transfer
agent;
8. Prepare the cash balances available for investment with respect to
each Portfolio of the Fund for each of the
- 20 -
next five business days and update cash availability for each of
such Portfolios throughout the day as requested;
9. Prepare such periodic financial statements and other reports as may
be reasonably requested by the Fund from time to time;
10. Assist in the preparation of the Fund's Registration Statement;
Pre-Effective and Post-Effective Amendments to the Registration
Statement; Notices of Annual or Special Meeting of Shareholders;
Proxy Statements; and such other notices, statements and filings as
may be reasonably requested by the Fund from time to time;
11. Assist in the preparation and filing of the Fund's Annual and
Semiannual Reports to shareholders; Form N-SAR; Form N-30D; Form
24f-2; and such other reports as may be reasonably requested by the
Fund from time to time;
12. Assist in the preparation and filing of the Fund's federal and state
tax returns;
13. Assist in the monitoring of compliance by each Portfolio of the Fund
with Subchapters L and M of the Internal Revenue Code;
14. Assist (on a post-trade basis) with the monitoring of compliance by
each Portfolio of the Fund with those requirements of the Investment
Company Act of 1940 and the Fund's current Registration Statement as
may be agreed to between PFPC and the Fund from time to time;
15. Assist in the monitoring of daily collateral asset segregation
amounts by each Portfolio of the Fund for futures contracts and such
other financial instruments as may be reasonably requested by the
Fund from time to time;
16. Assist in the calculation of income, excise tax, and capital gain
distributions with respect to each Portfolio of the Fund;
17. With respect to each Portfolio of the Fund, calculate the total
return; yield; expense ratio; turnover rate; maturity (if
applicable) and such other performance, financial and portfolio
information as may be reasonably requested by the Fund from time to
time;
18. Assist in the preparation of the annual budget, expense
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accruals, expense allocations and waiver monitoring with respect to
each Portfolio of the Fund;
19. Manage accounts payable with respect to each Portfolio of the Fund
and authorize disbursements relating to such Portfolios upon Written
Instructions;
20. Assist in the preparation of the Fund's quarterly Board materials;
and
21. Provide such other services as may be agreed between PFPC and the
Fund from time to time.
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Authorized Persons Appendix
Schwab Investments
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
The Xxxxxxx Xxxxxx Family of Funds
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
- 23 -
Authorized Persons Appendix (continued)
Xxxxxx Capital Trust
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
Schwab Annuity Portfolios
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
- 24 -
SCHEDULE C
Xxxxx Xxxxxx
Xxxx Xxxxx
Xxxx Xxxxxxxxxxx
Xxxxxxx Xxxx
Xxxxxxx Xxxxxx
- 25 -
