Amendment to Master Fund Accounting and Services Agreement
Amendment to Master Fund Accounting and Services Agreement
This Amendment to Master Fund Accounting and Services Agreement is made as of September 22,
2009 by and among each regulated management investment company identified on Appendix A hereto
(each such management investment company shall hereinafter be referred to as a “Fund”) and State
Street Bank and Trust Company, a Massachusetts trust company (the “Accounting Agent”). Capitalized
terms used but not defined herein shall have the meaning ascribed to them in that certain Master
Fund Accounting and Services Agreement made as of October 1, 2005 (the “Fund Accounting
Agreement”).
Witnesseth:
Whereas, certain of the Funds and the Accounting Agent entered into the Fund
Accounting Agreement pursuant to which the Accounting Agent provides certain fund accounting and
recordkeeping services to such Funds;
Whereas, the Funds listed on Appendix B hereto (collectively, the “Schwab ETFs”),
which are exchange traded funds, will issue and redeem shares of each Portfolio only in
aggregations of Shares known as “Creation Units,” generally in exchange for a basket of certain
equity or fixed income securities and a specified cash payment, as more fully described in the
currently effective prospectus and statement of additional information of the Schwab ETF related to
the Portfolio (collectively, the “Prospectus”);
Whereas, each of the Schwab ETFs desires to become a party to the Fund Accounting
Agreement and the Accounting Agent desires to provide the services set forth in the Fund Accounting
Agreement to each of the Schwab ETFs; and
Whereas, the nature of the Schwab ETFs requires that certain provisions of the Fund
Accounting Agreement be modified for the Schwab ETFs only.
Now Therefore, in consideration of the mutual covenants and agreements hereinafter
contained, the parties hereto agree as follows:
1. For purposes of the Schwab ETFs only, Section 9 of the Fund Accounting Agreement is hereby
amended as follows:
(A) Section 9(a) of the Fund Accounting Agreement is hereby amended in its entirety and the
following Section 9(a) is inserted in lieu thereof:
SECTION 9. TERM OF AGREEMENT; AMENDMENT.
a. This Agreement shall become effective as of August ___, 2009 and shall
remain in full force and effect for a period of three (3) years from such
effective date (the “Initial Term”), and thereafter shall
automatically continue in full force and effect unless either party terminates
this Agreement by written notice to the other party at least ninety (90) days
prior to the date of termination.
(B) Section 9(c) of the Fund Accounting Agreement is hereby amended by the insertion of the
following new Section 9(c)(I):
(I) With respect to a Schwab ETF, in the event that such Schwab ETF ceases
operating as and under the name of such Schwab ETF for any reason, which may (but
need not) be in connection with a merger, reorganization, transfer or liquidation
of assets, stock exchange delisting or other extraordinary event. For the
avoidance of doubt, upon termination of this Fund Accounting Agreement under this
Section 9(b)(I), such Schwab ETF shall pay to the Accounting Agent such
compensation (including any applicable fees) and any reimbursable expenses as may
be due and undisputed under the terms hereof to the date of such termination,
including reasonable out-of-pocket expenses associated with such termination, and
no other compensation, fees, charges or expenses will be assessed or will accrue
with respect to said Schwab ETF after said termination. All out-of-pocket
expenses for which the Accounting Agent seeks reimbursement under this Section
9(b)(I) must be pre-approved by the Schwab ETF in writing, provided that such
approval shall not be unreasonably withheld.
For the avoidance of doubt, the remainder of Section 9 of the Fund Accounting Agreement, including
Section 9(c)(H) thereof relating to terminations in connection with material breaches by the
Accounting Agent, shall remain in effect for all Funds and Schwab ETFs.
2. For purposes of the Schwab ETFs only, Schedule A to the Fund Accounting Agreement is hereby
amended by adding the following services:
bb. The Accounting Agent shall transmit the net asset value per share of each
Portfolio to the Fund’s transfer agent, the Fund’s distributor, the New York Stock
Exchange (the “NYSE”) and such other entities as directed in writing by the Fund.
cc. The Accounting Agent shall on each day a Portfolio is open for the purchase or
redemption of Shares of such Portfolio compute the number of shares of each
Deposit Security (as further described in the Statement of Additional Information)
to be included in the current Fund Deposit (as further described in the Statement
of Additional Information) and shall transmit such information to the National
Securities Clearing Corporation.
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3. In the event that any exchange traded fund in addition to those listed on Appendix B hereto
desires to have the Accounting Agent render services as accounting agent under the terms of the
Fund Accounting Agreement and this Amendment, it shall so notify the Accounting Agent in writing,
and if the Accounting Agent agrees in writing to provide such services, such exchange traded fund
shall become a Fund and a Schwab ETF under the Fund Accounting Agreement and this Amendment and be
bound by all terms and conditions and provisions of the Fund Accounting Agreement and this
Amendment with respect to such Fund.
4. Except as modified hereby, all other terms and conditions of the Fund Accounting Agreement shall
remain in full force and effect.
5. This Amendment may be executed in multiple counterparts, which together shall constitute one
instrument.
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Signature Page
In Witness Whereof, each of the parties has caused this instrument to be executed in
its name and behalf by its duly authorized representative and its seal to be hereunder affixed
as of the date first above-written.
Fund Signature Attested to By: | Each Regulated Management | |||||||
Investment Company Set Forth on | ||||||||
Appendix A Hereto | ||||||||
By:
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By: | |||||||
Name:
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Name: | |||||||
Title:
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Title: | |||||||
By:
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By: | |||||||
Name:
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Name: | |||||||
Title:
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Title: | |||||||
Signature Attested to By: | State Street Bank and Trust Company | |||||||
By:
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By: | |||||||
Name:
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Name: | |||||||
Title:
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Title: | Vice Chairman | ||||||
Amendment to Master Fund Accounting and Services Agreement
APPENDIX A
to
MASTER ACCOUNTING SERVICES AGREEMENT
MANAGEMENT INVESTMENT COMPANIES AND PORTFOLIOS THEREOF, IF ANY
[Missing Funds]
THE XXXXXXX XXXXXX FAMILY OF FUNDS
Schwab Money Market Fund
Schwab Value Advantage Money Fund
Schwab Retirement Advantage Money Fund
Schwab Investor Money Fund
Schwab Government Money Fund
Schwab U.S. Treasury Money Fund
Schwab Municipal Money Fund
Schwab California Municipal Money Fund
Schwab New York AMT Tax-Free Money Fund (formerly NY Muni Money Fund)
Xxxxxx AMT Tax-Free Money Fund (formerly Florida Muni Money Fund)
Schwab California AMT Tax-Free Money Fund
Schwab Massachusetts AMT Tax-Free Money Fund (formerly MA Muni Money Fund)
Schwab Pennsylvania Municipal Money Fund
Schwab New Jersey AMT Tax-Free Money Fund (formerly NJ Muni Money Fund)
Schwab Cash Reserves
Schwab Advisor Cash Reserves
Schwab Money Market Fund
Schwab Value Advantage Money Fund
Schwab Retirement Advantage Money Fund
Schwab Investor Money Fund
Schwab Government Money Fund
Schwab U.S. Treasury Money Fund
Schwab Municipal Money Fund
Schwab California Municipal Money Fund
Schwab New York AMT Tax-Free Money Fund (formerly NY Muni Money Fund)
Xxxxxx AMT Tax-Free Money Fund (formerly Florida Muni Money Fund)
Schwab California AMT Tax-Free Money Fund
Schwab Massachusetts AMT Tax-Free Money Fund (formerly MA Muni Money Fund)
Schwab Pennsylvania Municipal Money Fund
Schwab New Jersey AMT Tax-Free Money Fund (formerly NJ Muni Money Fund)
Schwab Cash Reserves
Schwab Advisor Cash Reserves
SCHWAB INVESTMENTS
Schwab 1000 Index Fund
Schwab YieldPlus Fund
Schwab Short-Term Bond Market Fund
Schwab Total Bond Market Fund
Schwab GNMA Fund
Schwab Tax-Free YieldPlus Fund
Schwab Tax-Free Bond Fund
Schwab California Tax-Free YieldPlus Fund
Schwab California Tax-Free Bond Fund
Schwab Inflation Protected Fund
Schwab Premier Income Fund
Schwab 1000 Index Fund
Schwab YieldPlus Fund
Schwab Short-Term Bond Market Fund
Schwab Total Bond Market Fund
Schwab GNMA Fund
Schwab Tax-Free YieldPlus Fund
Schwab Tax-Free Bond Fund
Schwab California Tax-Free YieldPlus Fund
Schwab California Tax-Free Bond Fund
Schwab Inflation Protected Fund
Schwab Premier Income Fund
SCHWAB CAPITAL TRUST
Schwab Core Equity Fund
Schwab Hedged Equity Fund
Schwab Premier Equity Fund
Laudus International MarketMasters Fund
Laudus Small-Cap MarketMasters Fund
Schwab Balanced Fund (formerly Schwab Viewpoints Fund)
Schwab Core Equity Fund
Schwab Hedged Equity Fund
Schwab Premier Equity Fund
Laudus International MarketMasters Fund
Laudus Small-Cap MarketMasters Fund
Schwab Balanced Fund (formerly Schwab Viewpoints Fund)
A-1
Schwab Fundamental US Small-Mid Company Index Fund
Schwab Fundamental US Large Company Index Fund
Xxxxxx Monthly Income Fund — Moderate Payout
Xxxxxx Monthly Income Fund — Enhanced Payout
Schwab Monthly Income Fund — Maximum Payout
Schwab International Core Equity Fund
Schwab Fundamental US Large Company Index Fund
Xxxxxx Monthly Income Fund — Moderate Payout
Xxxxxx Monthly Income Fund — Enhanced Payout
Schwab Monthly Income Fund — Maximum Payout
Schwab International Core Equity Fund
SCHWAB ANNUITY PORTFOLIOS
Schwab Money Market Portfolio
Schwab Money Market Portfolio
Schwab U.S. Broad Market ETF
Schwab U.S. Large-Cap ETF
Schwab U.S. Large-Cap Growth ETF
Schwab U.S. Large-Cap Value ETF
Schwab U.S. Large-Cap ETF
Schwab U.S. Large-Cap Growth ETF
Schwab U.S. Large-Cap Value ETF
Schwab U.S. Small-Cap ETF
Schwab International Equity ETF
Schwab International Small-Cap Equity ETF
Schwab Emerging Markets Equity ETF
Schwab International Equity ETF
Schwab International Small-Cap Equity ETF
Schwab Emerging Markets Equity ETF
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XXXXXXXX X
List of Schwab ETFs
Schwab U.S. Broad Market ETF
Schwab U.S. Large-Cap ETF
Schwab U.S. Large-Cap Growth ETF
Schwab U.S. Large-Cap Value ETF
Schwab U.S. Small-Cap ETF
Schwab International Equity ETF
Schwab International Small-Cap Equity ETF
Schwab Emerging Markets Equity ETF
Schwab U.S. Large-Cap ETF
Schwab U.S. Large-Cap Growth ETF
Schwab U.S. Large-Cap Value ETF
Schwab U.S. Small-Cap ETF
Schwab International Equity ETF
Schwab International Small-Cap Equity ETF
Schwab Emerging Markets Equity ETF