EXHIBIT (g)(xxiii)
CUSTODIAN SERVICES AGREEMENT TERMS AND CONDITIONS
This Agreement is made, as of May 22, 2002, separately by and between each
of Schwab Capital Trust, Schwab Investments, The Xxxxxxx Xxxxxx Family of Funds
and Schwab Annuity Portfolios (each a "Fund") and PFPC Trust Company ("PFPC
Trust").
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 Trust to provide custody services to its
investment portfolios listed on Schedule A, as attached hereto (each a
"Portfolio"), and PFPC Trust 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 Trust 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 on the Authorized Persons Appendix which is
attached hereto as Schedule B (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 Trust from time to time).
(b) "Book-Entry System". The term "Book-Entry System" means
Federal Reserve Treasury book-entry system for United States
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and federal agency securities, its successor or successors, and its nominee or
nominees and any book-entry system or clearing agency registered with the SEC
under the 1934 Act.
(c) "CFTC". The term "CFTC" shall mean the Commodities Futures
Trading Commission.
(d) "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.
(e) "Oral Instructions". The term "Oral Instructions" shall mean
oral or e-mail instructions received by PFPC Trust from an Authorized Person (or
from a person reasonably believed by PFPC Trust to be an Authorized Person
listed on the then current Authorized Persons Appendix). For the benefit of PFPC
Trust, any e-mail communication sent to PFPC Trust shall be sent to all of the
persons listed on Schedule C hereto (as such Schedule C may be changed by PFPC
Trust upon notice to the Funds), and PFPC Trust shall not be obligated to
consider an e-mail instruction that is not sent to all of such persons to be on
Oral Instruction under this Agreement.
(f) "SEC". The term "SEC" shall mean the Securities and Exchange
Commission.
(g) "Securities and Commodities Laws". The terms the
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"1933 Act" shall mean the Securities Act of 1933, the "1934 Act" shall mean the
Securities Exchange Act of 1934, 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 CEA shall
together be the "Securities and Commodities Laws."
(h) "Shares". The term "Shares" shall mean the units of beneficial
interest of any Portfolio or class of a Fund.
(i) "Property". The term "Property" shall mean:
(i) any and all securities and other investment items which a
Portfolio may from time to time deposit, or cause to be
deposited, with PFPC Trust hereunder or which PFPC Trust may
from time to time maintain hereunder with respect to a
Portfolio;
(ii) all income in respect of any of such securities or other
investment items;
(iii) all proceeds of the sale of any of such securities or
other investment items; and
(iv) all proceeds of the sale of securities issued by a
Portfolio, which are received by PFPC Trust from time to time,
from or on behalf of the Portfolio.
(j) "Written Instructions". The term "Written Instructions" shall
mean (i) written trade instructions signed by
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two Authorized Persons (or two persons reasonably believed by PFPC Trust to be
Authorized Persons listed on the then current Authorized Persons Appendix) and
received by PFPC Trust 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 then trade instructions) signed by one Authorized Person (or
a person reasonably believed by PFPC Trust to be an Authorized Person listed on
the then current Authorized Persons Appendix) and received by PFPC Trust. The
instructions may be delivered electronically (for clarity, e-mail instructions
are governed by Section 1(e) of the Agreement) or by hand, mail or facsimile
sending device.
2. Appointment. Each Fund hereby appoints PFPC Trust to provide
custodian services to each of its Portfolios listed in Schedule A
hereto, and PFPC Trust accepts such appointment and agrees to
furnish such services pursuant to and in accordance with the terms
hereof.
3. Delivery of Documents. Each Fund has provided or, where applicable,
will provide PFPC Trust with the following:
(a) if requested by PFPC Trust, certified or authenticated copies
of the resolutions of the Fund's Governing Board, approving
the appointment of PFPC Trust or its affiliates to provide
services;
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(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) a copy of the Fund's administration agreements if PFPC Trust
or an affiliate thereof is not providing the Fund with such
services;
(f) copies of any shareholder servicing agreements made in respect
of the Fund; and
(g) 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 Trust undertakes to comply with all applicable
requirements of the 1933 Act, the 1934 Act, the 1940 Act, and the CEA and with
the requirements of such other laws that are applicable to the duties to be
performed by PFPC Trust with respect to such Fund hereunder as are reasonably
requested of PFPC by such Fund and as are acceptable to PFPC Trust (such
acceptance by PFPC Trust not to be unreasonably withheld). Except as stated
herein, PFPC Trust 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
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Agreement, PFPC Trust shall act only upon Oral or Written Instructions. PFPC
Trust shall be entitled to rely upon any Oral or Written Instructions it
receives from an Authorized Persons (or from a person reasonably believed by
PFPC Trust to be an Authorized Person listed on the then current Authorized
Persons Appendix). PFPC Trust 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 or the assets maintained hereunder.
Each Fund agrees to forward to PFPC Trust Written Instructions confirming
Oral Instructions so that PFPC Trust 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 Trust or differ from the Oral Instructions shall in no way
invalidate the transactions or enforceability of the transactions authorized by
the Oral Instructions. PFPC Trust 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
Trust 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
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the then current Authorized Persons Appendix.
6. Right to Receive Advice.
(a) Advice of Counsel. If PFPC Trust shall be in doubt as to any
questions of law pertaining to any action it should or should not take, PFPC
Trust 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
Trust, at the option of PFPC Trust). If PFPC Trust requests advice with respect
to a Fund from counsel for such Fund, it will inform the Fund of that fact.
(b) Protection of PFPC Trust. Without limiting PFPC Trust's other
protections under this Agreement, PFPC Trust 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 Trust 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 Trust'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 Trust, shall be the property of
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such Fund. Such books and records shall be prepared and maintained in a manner
reasonably requested by the Fund and acceptable to PFPC Trust; 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 records
pertaining to the Fund (provided the same are in PFPC Trust's possession) at all
times during PFPC Trust'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 Trust's possession) shall be provided by PFPC Trust 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 custodian, at the Fund's reasonable expense. Following termination of
this Agreement with respect to a Fund or Portfolio, PFPC Trust may maintain a
copy of the records of such Fund or Portfolio at its own expense.
8. Confidentiality. PFPC Trust shall keep confidential information
relating to a Fund which it obtains hereunder, and each Fund shall keep
confidential information relating to PFPC Trust 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,
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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 Trust; (b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and secret in
the sense that its confidentiality affords a Fund or PFPC Trust 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 Trust or a Fund, as applicable)
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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 Trust will not gather, store, or use any Customer Information (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 Trust 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 Trust
represents, covenants, and warrants that PFPC Trust will use Customer
Information only in compliance with: (a) this Agreement; (b) any applicable Fund
or Schwab privacy policies provided to PFPC Trust and accepted by PFPC Trust;
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 Trust no longer needs to retain such
Customer Information in order to perform its duties under this Agreement, PFPC
Trust 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 Trust is prohibited by law from doing so. "Customer
Information"
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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 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. Cooperation with Accountants. PFPC Trust shall cooperate with each
Fund's independent public accountants, and shall take all reasonable action in
the performance of its obligations under this Agreement, to ensure that the
necessary information is made
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available to such accountants for the expression of their opinion with respect
to the assets maintained hereunder, as required by a Fund.
10. Disaster Recovery. PFPC Trust shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available. In the event of equipment failures,
PFPC Trust shall, at no additional expense to a Fund, take steps to minimize
service interruptions with respect to the accounts and the assets maintained
hereunder with respect to such Fund.
11. Compensation. The fees for services rendered by PFPC Trust during the
term of this Agreement with respect to a particular Fund are set forth in the
fee letter between the Fund and PFPC Trust 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
Trust from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, reasonable attorney's fees and disbursements)
(collectively, "Losses") arising directly or indirectly from any action which
PFPC Trust 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 Trust shall not be
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indemnified and held harmless by a Fund against Losses to the extent (and only
to the extent) that such Losses arise out of PFPC Trust'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 Trust will indemnify and hold harmless a Fund from all Losses
incurred by such Fund to the extent (and only to the extent) that such Losses
arise out of PFPC Trust'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 Trust. PFPC Trust 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 Trust, in writing. PFPC Trust shall be obligated to exercise
reasonable care and reasonable diligence in the performance of its duties and
obligations hereunder 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
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sentence will be used as the measurement of whether PFPC Trust's performance is
in breach of its duties and obligations with respect to a Fund under this
Agreement.
PFPC Trust, 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 Agreement, and which PFPC Trust reasonably believes to be
genuine. Notwithstanding anything in this Agreement to the contrary, PFPC Trust
shall not be liable for any Losses, delays or errors or loss of data occurring
by reason of circumstances beyond PFPC Trust'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 Trust's duties under Section 10 of this Agreement.
Notwithstanding anything in this Agreement to the contrary, neither PFPC
Trust 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 Trust or its affiliates. Notwithstanding
anything in this Agreement to the contrary, no Fund nor any of its affiliates
shall
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be liable to PFPC Trust 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.
Notwithstanding anything herein to the contrary (other than as
specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of
this Agreement), each Fund shall be responsible for all filings, tax returns and
reports with respect to its Property or any transactions or collections
undertaken pursuant to this Agreement with respect to such Fund, which may be
requested by any relevant authority. In addition, each Fund shall be responsible
for the payment of all taxes and similar items (including without limitation
penalties and interest related thereto) relating to that Fund.
14. Description of Services.
(a) Delivery of the Property. Each Fund will deliver or arrange for
delivery to PFPC Trust, all the Property to be maintained with respect to
its Portfolios hereunder, during the period that is set forth in this
Agreement. PFPC Trust will not be responsible for any assets until actual
receipt.
(b) Receipt and Disbursement of Money. PFPC Trust, acting upon
Written Instructions, shall (subject to the terms of this Agreement) open
and maintain a separate custody account in the name of each Portfolio or,
with respect to a Portfolio denoted with an "*" on Schedule A hereto, in
the name of such separate sub-advised accounts of such Portfolio as the
applicable Fund may
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inform PFPC Trust from time to time by means of a Written Instruction
(each such separate custody account is defined in this Agreement as an
"Account").
PFPC Trust shall make cash payments from or for an Account only for:
(i) purchases of securities in the name of such Account (or
the name of the Portfolio to which such Account relates)
or PFPC Trust or PFPC Trust's nominee or a sub-custodian
or nominee thereof as provided in sub-paragraph j;
(ii) purchase or redemption of shares of the Portfolio to
which such Account relates which are delivered to PFPC
Trust;
(iii) payment of, subject to receipt of Written Instructions,
interest, taxes (provided that tax which PFPC Trust
considers is required to be deducted or withheld "at
source" will be governed by Section 14(h)(iii)(B) of
this Agreement), administration, accounting,
distribution, advisory, management fees or similar
expenses which are to be borne by such Account (or the
Portfolio to which such Account relates);
(iv) payment to, subject to receipt of Written Instructions,
the transfer agent for the
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Portfolio to which such Account relates, as agent for the
shareholders, an amount equal to the amount of dividends and
distributions stated in the Written Instructions to be
distributed in cash by the transfer agent to shareholders, or,
in lieu of paying the transfer agent, PFPC Trust may arrange
for the direct payment of cash dividends and distributions to
shareholders in accordance with procedures mutually agreed
upon from time to time by and among the applicable Fund, PFPC
Trust and the transfer agent;
(v) payments, upon receipt of Written Instructions, in
connection with the conversion, exchange or surrender of
securities held by or delivered to PFPC Trust with
respect to such Account hereunder (except that
transactions of a mandatory or involuntary nature may be
processed by PFPC Trust without Written Instructions);
(vi) payments of the amounts of dividends received with
respect to securities sold short;
(vii) payments made to a sub-custodian pursuant to Section
14(c)of this Agreement; and
(viii) payments, upon receipt of Written
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Instructions, made for other purposes. PFPC Trust is
hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received
as custodian for a Portfolio.
(c) Receipt of Securities.
(i) Segregation. PFPC Trust shall segregate all securities
received by it for a particular Account hereunder from
securities of any other persons, firms or corporations.
All such securities shall be held or disposed of only
upon Written Instructions or otherwise pursuant to the
terms of this Agreement. PFPC Trust 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 a Fund's Board of Trustees, or any
officer, employee or agent of the Fund withdraw any
securities maintained with respect to a Portfolio of
that Fund.
(ii) Domestic Sub-custodians. At PFPC Trust's
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own expense, PFPC Trust 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
maintained hereunder. 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 Trust, or at least twenty million
dollars ($20,000,000) if such sub-custodian is not a
subsidiary or affiliate of PFPC Trust. 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 referenced in Section 4
hereof.
(iii) Foreign Sub-Custodians. PFPC Trust may at any time and
from time to time enter into arrangements with
sub-custodians with respect to services regarding
foreign assets maintained hereunder. Any such
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arrangement will be entered into only with prior notice
to the applicable Fund or as otherwise provided in the
1940 Act (e.g., pursuant to Rule 17f-5). In addition,
any sub-custodian may engage another entity to act as
sub-sub-custodian for purposes of holding the assets
maintained hereunder.
(iv) Responsibility for Domestic and Foreign Sub-Custodians.
PFPC Trust's selection and use of a domestic or foreign
sub-custodian or any sub-sub-custodian shall not relieve
PFPC Trust of any of its duties under this Agreement,
and PFPC Trust 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 Trust would be liable to a particular Fund
hereunder if such actions or inactions were its own
hereunder(including for purposes of indemnification
under Section 12 of this Agreement). Notwithstanding
anything herein or otherwise to the contrary, (i) no
depository, clearing agency or system, book-entry
system, settlement system or
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other similar entity, and no transfer agent or registrar
for uncertificated securities, shall be considered a
sub-custodian or sub-sub-custodian and (ii) PFPC Trust
shall have no liability for any action or inaction of or
for any event relating to any of the foregoing entities.
(d) Transactions Requiring Instructions. Upon receipt of Oral or
Written Instructions and not otherwise (unless such an event described in
sub-clause (iii), (iv), (v) or (ix) of this sub-section (d) is of a mandatory or
involuntary nature, in which case PFPC Trust may handle such event without
Written Instructions), PFPC Trust shall:
(i) deliver any assets maintained hereunder against the
receipt of payment for the sale of such assets or
otherwise in accordance with prevailing market practice;
(ii) execute and deliver to such persons as may be designated
in such Oral or Written Instructions, proxies, consents,
authorizations, and any other instruments actually
received by PFPC Trust hereunder whereby the authority
of a particular Portfolio as owner of any securities
maintained in a particular Account of such
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Portfolio hereunder may be exercised;
(iii) deliver any securities maintained hereunder to the
issuer thereof, or its agent, when such securities are
called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to PFPC Trust;
(iv) deliver any securities maintained hereunder against
receipt of other securities or cash issued or paid in
connection with the liquidation, reorganization,
refinancing, tender offer, merger, consolidation or
recapitalization of any corporation, or the exercise of
any conversion privilege;
(v) deliver any securities maintained hereunder to any
protective committee, reorganization committee or other
person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization or
sale of assets of any corporation, and receive and hold
under the terms of this Agreement such certificates of
deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such
delivery;
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(vi) make such transfer or exchanges of the assets maintained
with respect to a particular Portfolio hereunder and
take such other steps as shall be stated in said Oral or
Written Instructions to be for the purpose of
effectuating a duly authorized plan of liquidation,
reorganization, merger, consolidation or
recapitalization of such Portfolio;
(vii) release assets maintained in a particular Account
hereunder to any bank or trust company for the purpose
of a pledge or hypothecation to secure any loan incurred
with respect to that Account; provided, however, that
assets shall be released only upon payment to PFPC Trust
of the monies borrowed, except that in cases where
additional collateral is required to secure a borrowing
already made subject to proper prior authorization,
further assets may be released for that purpose; and
repay such loan upon redelivery to PFPC Trust of the
securities pledged or hypothecated therefor and upon
surrender of the note or notes evidencing the loan;
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(viii) release and deliver securities maintained in a
particular Account hereunder in connection with any
repurchase agreement entered into with respect to that
Account, but only on receipt of payment therefor; and
pay out monies maintained in a particular Account
hereunder in connection with a repurchase agreement
entered into with respect to that Account, but only upon
the delivery of the securities;
(ix) release and deliver or exchange assets maintained
hereunder in connection with any conversion of such
assets, pursuant to their terms, into other assets;
(x) release and deliver assets to a broker in connection
with the broker's custody of margin collateral relating
to futures and options or other transactions;
(xi) release and deliver assets maintained in a particular
Account hereunder for the purpose of redeeming in kind
Shares of the Portfolio to which such Account relates,
upon delivery thereof to PFPC Trust; and
(xii) release and deliver or exchange assets maintained
hereunder for other purposes.
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(e) Use of Book-Entry System. PFPC Trust is authorized and
instructed, on a continuous and on-going basis with respect to each of the
Funds, to deposit in the Book-Entry System all securities maintained hereunder
eligible for deposit therein and to utilize the Book-Entry System to the extent
possible in connection with settlements of purchases and sales of securities,
and deliveries and returns of securities loaned, subject to repurchase
agreements or used as collateral in connection with borrowings. PFPC Trust shall
continue to perform such duties until it receives Written or Oral Instructions
authorizing contrary actions(s).
To administer the Book-Entry System properly, the following provisions
shall apply:
(i) With respect to securities which are maintained in the
Book-Entry system, the records of PFPC Trust shall
identify by book-entry or otherwise the Accounts to
which such securities relate. PFPC Trust shall furnish
each Fund a detailed statement of the Property held in
each of the Fund's Accounts at least monthly and from
time to time and upon written request.
(ii) Securities and any cash of the Portfolios which are
maintained hereunder and which are deposited in the
Book-Entry System will at all times be segregated from
any assets and cash
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controlled by PFPC Trust in other than a fiduciary or
custodian capacity but may be commingled with other
assets held in such capacities.
(iii) All books and records maintained by PFPC Trust which
relate to the maintenance of a particular Fund's
Property in the Book-Entry System will at all times
during PFPC Trust's regular business hours be open to
the inspection of such Fund's duly authorized employees
or agents, and the Fund will be furnished with all
information in respect of the services rendered to it
hereunder as it may require.
(iv) PFPC Trust will provide each Fund with copies of any
report obtained by PFPC Trust on the system of internal
accounting control of the Book-Entry System promptly
after receipt of such a report by PFPC Trust. PFPC Trust
will also provide a Fund with such reports on its own
system of internal control as the Fund may reasonably
request from time to time.
(f) Registration of Securities. All securities maintained hereunder
which are issued or issuable only in bearer form, except such securities held in
the Book-Entry System or
-26-
another depository, shall be held by PFPC Trust in bearer form; all other
securities maintained hereunder may be registered in the name of PFPC Trust; the
Book-Entry System; a depository; a sub-custodian; or any duly appointed
nominee(s) of PFPC Trust, Book-Entry system, depository or sub-custodian. Each
Fund reserves the right to instruct PFPC Trust as to the method of registration
and safekeeping of its securities maintained hereunder. Each Fund agrees to
furnish to PFPC Trust appropriate instruments to enable PFPC Trust to hold or
deliver in proper form for transfer, or to register in the name of PFPC Trust's
nominee or in the name of the Book-Entry System or in the name of another
appropriate entity, any securities of the Fund which PFPC Trust may maintain
hereunder.
(g) Voting and Other Action. Neither PFPC Trust nor its nominee
shall vote any of the securities held pursuant to this Agreement, except in
accordance with Written Instructions. PFPC Trust, directly or through the use of
another entity, shall execute in blank and promptly deliver all notices,
proxies, and proxy soliciting materials received by PFPC Trust as custodian
hereunder with respect to a particular security maintained hereunder to the
registered holder of such security. If the registered owner is not the
particular Portfolio for which the security is maintained, then Written or Oral
Instructions must designate the person to whom such notice, proxy or proxy
soliciting material is to be sent. PFPC Trust will not be under a duty to
respond to any class actions or similar matters.
-27-
(h) Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, PFPC Trust is authorized to take the following
actions:
(i) Collection of Income and Other Payments.
(A) collect and receive all income, dividends,
distributions, coupons, option premiums, other
payments and similar items, included or to be
included in the Property maintained in a
particular Account hereunder, and, in addition,
promptly advise the Portfolio to which such
Account relates of such receipt and credit such
income to such Account;
(B) endorse and deposit for collection, in the name of
the applicable Portfolio, checks, drafts, or other
orders for the payment of money;
(C) receive and maintain in a particular Account
hereunder all securities received as a
distribution on the portfolio securities
maintained in such Account as a result of a stock
dividend, share split-up or reorganization,
recapitalization, readjustment or other
rearrangement or distribution of rights
-28-
or similar securities issued with respect to such
portfolio securities;
(D) present for payment and collect the amount payable
upon all securities maintained in a particular
Account hereunder which may mature or which may on
a mandatory or involuntary basis be called,
redeemed, retired or otherwise become payable on
the date such securities become payable; and
(E) take any action which may be necessary and proper
in connection with the collection and receipt of
such income and other payments and the endorsement
for collection of checks, drafts, and other
negotiable instruments.
(ii) Miscellaneous Transactions.
(A) PFPC Trust is authorized to deliver or cause to be
delivered Property against payment or other
consideration or written receipt therefor in the
following cases:
(1) for examination by a broker or dealer in
accordance with street delivery custom;
(2) for the exchange of interim receipts
-29-
or temporary securities for definitive securities;
and
(3) for transfer of securities into the name of
a particular Fund or Portfolio or Account or PFPC
Trust or a sub-custodian or a nominee of one of
the foregoing, or for exchange of securities for a
different number of bonds, certificates, or other
evidence, representing the same aggregate face
amount or number of units bearing the same
interest rate, maturity date and call provisions,
if any; provided that, in any such case, the new
securities are to be delivered to PFPC Trust.
(B) unless and until PFPC Trust receives Oral or
Written Instructions to the contrary, PFPC Trust
shall:
(1) pay all income items held by it hereunder
which call for payment upon presentation and
hold the cash received by it upon such
payment in the applicable Account hereunder;
-30-
(2) collect interest and cash dividends received
with respect to the securities maintained
hereunder, with notice to the applicable
Fund;
(3) hold in the applicable Account hereunder
all stock dividends, rights and similar
securities issued with respect to any
securities held by PFPC Trust in such
Account; and
-31-
(4) subject to receipt of such documentation and
information as PFPC Trust may request,
execute as agent on behalf of the applicable
Fund all necessary ownership certificates
required by a national governmental taxing
authority, inserting the Fund's name on such
certificate as the owner of the securities
covered thereby, to the extent it may
lawfully do so.
(iii) Other Matters.
(A) subject to receipt of such documentation
and information as PFPC Trust may
request, PFPC Trust will, in such
jurisdictions in which PFPC Trust acts
as Foreign Custody Manager for a
particular Portfolio, seek to reclaim or
obtain a reduction with respect to any
withholdings or other taxes relating to
assets of such Portfolio maintained
-32-
hereunder; and
(B) PFPC Trust is authorized to deduct or
withhold any sum in respect of tax which
PFPC Trust considers is required to be
deducted or withheld "at source" by any
relevant law or practice.
(i) Segregated Accounts.
(i) PFPC Trust shall upon receipt of Written or Oral
Instructions establish and maintain a segregated accounts(s)
on its records which segregated accounts will relate to a
particular Account. Such account(s) may be used to transfer
cash and securities, including securities in the Book-Entry
System:
(A) for the purposes of compliance a Portfolio with the
procedures required by a securities or option exchange;
providing that, if the Portfolio is a series of a Fund
that is an investment company registered under the 1940
Act, such procedures comply with the 1940 Act and any
releases of the SEC relating to
-33-
the maintenance of segregated accounts by registered
investment companies; or
(B) upon receipt of Written Instructions, for other
purposes.
(ii) PFPC Trust may enter into separate custodial agreements
with various futures commission merchants ("FCMs") that a
particular Portfolio (or a particular Portfolio with respect
to a particular Account) uses with respect to the assets
maintained hereunder ("FCM Agreement"). Pursuant to an FCM
Agreement, margin deposits with respect to any transactions
involving futures contracts and options on futures contracts
will be held by PFPC Trust in accounts ("FCM Account")
subject to the disposition by the FCM involved in such
contracts and in accordance with applicable SEC rules and
the rules of the applicable commodities exchange.
Such FCM Agreements shall only be entered into upon receipt
of a request from the applicable Portfolio. Transfers of
initial margin shall be made into a FCM Account only upon
Written Instructions; transfers of premium and variation
margin may be made into a FCM
-34-
Account pursuant to Oral Instructions. Transfers of funds
from a FCM Account to the FCM with respect to which PFPC
Trust holds such an account may only occur upon
certification by the FCM to PFPC Trust that all conditions
precedent to its right to give PFPC Trust such instructions
have been satisfied.
(j) Purchases of Securities. PFPC Trust shall settle purchased
securities upon receipt of Written Instructions that specify:
(i) the name of the issuer and the title of the
securities, including CUSIP number if applicable;
(ii) the number of shares or the principal amount purchased
and accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase;
(vi) the name of the person from whom or the broker through
whom the purchase was made; and
(vii) the Account to which such purchase applies.
PFPC Trust shall upon receipt of securities purchased
or otherwise in accordance with prevailing market
practice pay out of the
-35-
monies held in the Account to which the purchase
applies the total amount payable to the person from
whom or the broker through whom the purchase was made,
provided that the same conforms to the total amount
payable as set forth in such Written Instructions.
Nothing in this Agreement shall require PFPC Trust to
make any advance in order to settle purchased
securities.
(k) Sales of Securities. PFPC Trust shall settle sold securities upon
receipt of Written Instructions that specify:
(i) the name of the issuer and the title of the security,
including CUSIP number if applicable;
(ii) the number of shares or principal amount sold, and
accrued interest, if any;
(iii) the date of trade, settlement and sale;
(iv) the sale price per unit;
(v) the total amount payable upon such sale;
(vi) the name of the broker through whom or the person to
whom the sale was made; and
(vii) the Account to which the sale applies and the location
to which the security must be delivered and delivery
deadline, if any.
PFPC Trust shall deliver the securities upon
-36-
receipt of the total amount payable upon such sale or
otherwise in accordance with prevailing market
practice, provided that the total amount payable is
the same as was set forth in the Written Instructions.
Notwithstanding the other provisions hereof, PFPC
Trust may accept payment in such form as shall be
satisfactory to it, and may deliver securities and
arrange for payment in accordance with the customs
prevailing among dealers in securities.
(l) Reports.
(i) PFPC Trust shall furnish each Fund the following reports:
(A) such periodic and special reports as the Fund may
reasonably request;
(B) a monthly statement summarizing all transactions and
entries each of the Fund's Accounts, listing the
portfolio securities maintained in such Accounts with
the adjusted average cost of each issue and the market
value at the end of such month, and stating the cash
amount of such Accounts including disbursements;
(C) the reports to be furnished to the Fund
-37-
pursuant to Rule 17f-4 (if the Fund is an investment
company registered under the 0000 Xxx); and
(D) such other information as may be agreed upon from time
to time between the Fund and PFPC Trust. (
(ii) PFPC Trust shall transmit promptly to each Fund any proxy
statement, proxy material, notice of a call or conversion
or similar communication received by it as custodian of the
Property maintained hereunder with respect to such Fund's
Portfolios. PFPC Trust shall be under no other obligation
to inform the Fund as to such actions or events. For
clarification, upon termination of this Agreement with
respect to such Fund PFPC Trust shall have no
responsibility to transmit such information or to inform
the Fund or any other person of such actions or events.
(m) Crediting of Accounts. With respect to registered United States
domestic securities (i.e., securities having an industry CUSIP
number), security purchase and sale transactions will be posted
to the applicable Account on settlement date and dividends,
interest payments and final principal redemptions will
-38-
be credited to the applicable Account on payable date. With respect to foreign
securities, security purchase and sale transactions will be posted to the
applicable Account on settlement date to the extent that the foreign
sub-custodian maintaining such securities hereunder so posts the transaction
(and otherwise will be posted on the date such foreign sub-custodian posts the
transaction) and dividends, interest payments and final principal redemptions
will be credited to the applicable Account on payable date to the extent that
the foreign sub-custodian maintaining such securities hereunder so credits such
amounts (and otherwise will be credited on the date such foreign sub-custodian
credits such amounts). With respect to transactions or payments not referenced
in one of the two preceding sentences, such transactions or payments will be
posted or credited to the applicable Account at the time determined by PFPC
Trust in its reasonable discretion (but in no event later than the date on which
such transaction or payment actually settles). No amount will be credited on
payable date with respect to securities that are in default.
If PFPC Trust credits an Account with respect to (a) income, dividends,
distributions, coupons, option premiums, other payments or similar items on a
contractual payment date or otherwise in advance of PFPC Trust's actual receipt
of the amount due, (b) the proceeds of any sale or other disposition of assets
on the contractual settlement date or otherwise in advance of PFPC Trust's
actual receipt of the amount due or (c) provisional crediting of
-39-
any amounts due, and (i) PFPC Trust is subsequently unable to collect full and
final payment for the amounts so credited within a reasonable time period using
reasonable efforts or (ii) pursuant to standard industry practice, law or
regulation PFPC Trust is required to repay to a third party such amounts so
credited, PFPC Trust shall have the absolute right in its sole discretion upon
notice to the applicable Fund to reverse any such credit or payment and to debit
or deduct the amount of such credit or payment from the Account, and PFPC Trust
shall also be entitled without the need for such notice to otherwise pursue
recovery of any such amounts so credited from the applicable Fund. In addition,
notwithstanding the foregoing sentence, if any Property has been incorrectly
paid or credited, PFPC Trust shall have the absolute right in its sole
discretion without demand or prior notice to reverse any such payment or credit,
to debit or deduct the amount of any such payment or credit from the applicable
Account, and to otherwise pursue recovery of any amounts so paid or credited
from the applicable Fund; PFPC Trust will give prompt after-the-fact notice
(i.e., such notice will be given within timeframes that comply with PFPC Trust's
standard operating procedures) to the applicable Fund of any such reversal,
debit or deduction. Each Fund, on behalf of each of its respective Portfolios,
hereby grants a first priority contractual possessory security interest in and a
right of setoff against the assets maintained in a particular Account hereunder
in the amount necessary to secure the return and payment to PFPC Trust
-40-
of any advance or credit made by PFPC Trust (including charges related thereto)
with respect to such Account.
(n) Collections. Provided PFPC Trust has complied with its required
standard of care with respect to a particular Portfolio under this Agreement,
all collections of monies or other property, in respect, or which are to become
part of the Property of such Portfolio (but not the safekeeping thereof upon
receipt by PFPC Trust) shall be at the sole risk of such Portfolio. If payment
is not received by PFPC Trust within a reasonable time after proper demands have
been made, PFPC Trust shall notify the applicable Fund in writing, including
copies of all demand letters, any written responses, and memoranda of all
telephonic demands and oral responses, and shall await instructions from the
Fund. PFPC Trust shall not be obliged to take legal action for collection unless
and until reasonably indemnified to its satisfaction. PFPC Trust shall also
notify the applicable Fund as soon as reasonably practicable whenever income due
on securities is not collected in due course.
(o) PFPC Trust and/or sub-custodians may enter into or arrange foreign
exchange transactions (at such rates as they may consider appropriate) in order
to facilitate transactions under this Agreement, and such entities and/or their
affiliates may receive reasonable and customary compensation in connection with
such foreign exchange transactions.
15. Duration and Termination. This Agreement shall continue in full force
and effect with respect to a particular Fund (or
-41-
Portfolio thereof) unless terminated as hereinafter provided or amended at any
time by mutual, written agreement of such Fund and PFPC Trust. With respect to a
particular Fund (or Portfolio thereof) and PFPC Trust, this Agreement may be
terminated by either of such Fund or PFPC Trust 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. In the event this
Agreement is terminated with respect to a particular Fund (or Portfolio
thereof), pending appointment of a successor to PFPC Trust, PFPC Trust may
deliver the assets of such Fund (or such Portfolio) that are maintained
hereunder to a bank or trust company of PFPC Trust's choosing, having an
aggregate capital, surplus and undivided profits, as shown by its last published
report, of not less than twenty million dollars ($20,000,000), to be held under
terms similar to those of this Agreement. PFPC Trust shall not be required to
make any delivery or payment of the assets maintained hereunder with respect to
a particular Fund (or Portfolio thereof) until full payment shall have been made
by such Fund (or such Portfolio) to PFPC Trust of all of PFPC Trust's fees,
compensation, costs and expenses relating to such Fund (or such Portfolio); PFPC
Trust shall have a security interest in and shall have a right of setoff against
such Fund's (or such Portfolio's) Property which is in PFPC Trust's possession
as security for the payment of PFPC Trust's fees, compensation,
-42-
costs and expenses relating to such Fund (or such Portfolio).
16. Notices. Notice shall be addressed (a) if to PFPC Trust at PFPC Trust's
address, 0000 Xxxxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000,
marked for the attention of the Mutual Fund Custody Department (or its
successor); (b) if to a Fund, at the address of the Fund; or (c) if to neither a
Fund or PFPC Trust, at such other address as shall have been notified to the
sender of any such notice. 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 five 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.
17. Amendments. This Agreement, or any term hereof, may be changed or
waived only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
18. Delegation. PFPC Trust may, with the prior written consent of a Fund,
which 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 Trust or of The PNC Financial Services Group, Inc.,
provided that (i) PFPC Trust provides the Fund a minimum of thirty (30) days in
which to decide and to consent by written notice; (ii) if the Fund is an
investment company registered under the 1940 Act, the delegate agrees with PFPC
Trust to comply with all relevant
-43-
provisions of this Agreement and the 1940 Act; and (iii) PFPC Trust 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 Trust, this
Agreement embodies the entire agreement and understanding between such Fund and
PFPC Trust and supersedes all prior agreements and understandings between such
Fund and PFPC Trust 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 not be
affected thereby. This Agreement shall be binding and shall inure to the benefit
of the parties hereto and their respective
-44-
successors and permitted assigns.
PFPC Trust 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 Trust in
connection with the services provided by PFPC Trust to any of the Funds.
There are no oral or written representations, agreements or understandings
between PFPC Trust and any Fund except as stated in this Agreement.
PFPC Trust is entering into this Agreement with each of the Funds
separately, and any duty, obligation or liability owed or incurred by PFPC Trust
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 Trust is entering into a separate
arrangement with each separate Fund.
-45-
The respective names Schwab Capital Trust, Schwab Investments, The Xxxxxxx
Xxxxxx Family of Funds 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 May 6,
1993, October 26, 1990, May 9, 1995 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 effect 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.
-46-
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 TRUST COMPANY
/s/Xxxxx X. Xxxxx
------------------------------------
By: Xxxxx X. Xxxxx
Title: Vice President
SCHWAB CAPITAL TRUST
/s/ Tai-Xxxx Xxxx
-----------------------------------
By: Tai-Xxxx Xxxx
Title: Treasurer and Principal
Financial Officer
SCHWAB INVESTMENTS
/s/ Tai-Xxxx Xxxx
-----------------------------------
By: Tai-Xxxx Xxxx
Title: Treasurer and Principal
Financial Officer
THE XXXXXXX XXXXXX FAMILY OF FUNDS
/s/ Tai-Xxxx Xxxx
-----------------------------------
By: Tai-Xxxx Xxxx
Title: Treasurer and Principal
Financial Officer
SCHWAB ANNUITY PORTFOLIOS
/s/ Tai-Xxxx Xxxx
-----------------------------------
By: Tai-Xxxx Xxxx
Title: Treasurer and Principal
Financial Officer
-47-
SCHEDULE A
INVESTMENT PORTFOLIOS
Schwab Capital Trust
Schwab S&P 500 Fund
Schwab Core Equity Fund
Schwab Institutional Select S&P 500 Fund Schwab Institutional Select Large-Cap
Value Index Fund Schwab Institutional Select Small-Cap Value Index Fund Schwab
Total Stock Market Index Fund Schwab U.S. MarketMasters Fund * Schwab Balanced
MarketMasters Fund * Schwab Small-Cap MarketMasters Fund * Schwab International
MarketMasters Fund * Schwab Hedged Equity Fund
Schwab Investments
Schwab 1000
Schwab Short-Term Bond Market Fund
Schwab Total 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 Value Advantage Money Fund
Schwab Institutional Advantage Money Fund
Schwab Retirement Money Fund
Schwab Government Money Fund
Xxxxxx U.S. Treasury Money Fund
Schwab Municipal Money Fund
Schwab California Municipal Money Fund
Schwab New York Municipal Money Fund
Schwab Florida Municipal Money Fund
Schwab Government Cash Reserves Fund
Schwab Pennsylvania Municipal Money Fund
Schwab New Jersey Municipal Money Fund
Schwab Annuity Portfolios
Schwab Money Market Portfolio
Schwab S&P 500 Portfolio
SCHEDULE B
AUTHORIZED PERSONS APPENDIX
-48-
Schwab Capital Trust
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
Schwab Investments
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
SCHEDULE B
AUTHORIZED PERSONS APPENDIX
The Xxxxxxx Xxxxxx Family of Funds
-----------------------------
-49-
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
Schwab Annuity Portfolios
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
SCHEDULE C
Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx
Xxxx Xxxxx
Xxxxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxx
-50-
