Ex-(d)(ii)
AMENDMENT TO
THE INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT
Amendment dated as of June 5, 2007 to the Investment Advisory and
Administration Agreement dated as of June 15, 1994, as amended, between Schwab
Investments, a Massachusetts business trust (the "Trust"), and Xxxxxxx Xxxxxx
Investment Management, Inc., a Delaware corporation (the "Adviser"), (the
"Agreement") pursuant to which the Adviser provides investment advisory services
to the investment portfolios of the Trust listed on Schedule A of the Agreement.
WITNESSETH:
WHEREAS, Section 9 of the Agreement sets forth the terms and conditions
with respect to the duration and termination of the Agreement; and
WHEREAS, the Trust and the Adviser desire to amend Section 9 of the
Agreement for the purpose of making a non-material change to the annual
continuation period specified in the Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, the parties hereby agree as follows:
Section 9 of the Agreement is hereby deleted and replaced with the
following:
9. Duration and Termination. This Agreement will
become effective as to each Schwab Fund as of the date set
forth opposite each Fund's name on Schedule A, provided
that it has been approved by a vote of a majority of the
outstanding voting securities of such Schwab Fund, in
accordance with the requirements under the 1940 Act.
Thereafter, if not terminated as to a Schwab Fund,
this Agreement will continue in effect as to such Schwab
Fund for successive periods, each such successive period
not to exceed one year, provided such continuance is
specifically approved (a) by the vote of a majority of
those members of the Trust's Board of Trustees who are not
parties to this Agreement or interested persons of the
Trust, the Investment Adviser, or any Sub-Adviser, cast in
person at a meeting called for the purpose of voting on
such approval, and (b) by the Trust's Board of Trustees or
by vote of a majority of the outstanding voting securities
of such Schwab Fund. Notwithstanding the foregoing, this
Agreement may be terminated at any time on sixty days'
written notice, without the payment of any penalty, by the
Trust (by vote of the Trust's Board of Trustees or by vote
of a majority of the outstanding voting securities of such
Schwab Fund) or by the Investment Adviser. This Agreement
will immediately terminate in
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Ex-(d)(ii)
the event of its assignment. (As used in this Agreement,
the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the same
meaning of such terms in the 1940 Act.)
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their officers designated below as of the day and year first written above.
SCHWAB INVESTMENTS XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxx
Title: Principal Financial Officer Title: Chief Executive Officer
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