EXHIBIT 99 -- (d)(viii)
SCHWAB INVESTMENTS
EXPENSE LIMITATION AGREEMENT
This Agreement, dated as of May 2, 2007, is made and entered into by and between
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Management, Inc. (the "Adviser"), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ &
Co., Inc., ("Schwab"), and Schwab Investments (the "Trust") on behalf of each
series of the Trust listed on SCHEDULE A hereto, as such Schedule may be amended
from time to time (each a "Fund" and collectively the "Funds").
WHEREAS, the Trust is a Massachusetts business trust and is registered
under the Investment Company Act of 1940 (the "1940 Act") as an open-end
management investment company of the series type, and each Fund is a series of
the Trust;
WHEREAS, the Trust on behalf of each Fund and the Adviser have entered
into Investment Advisory and Administration Agreements, dated June 15, 1994, as
amended, August 31, 2005, (each an "Advisory Agreement"), pursuant to which the
Adviser provides investment management and administration services to each Fund
for compensation based on the value of the average daily net assets of each
Fund; and
WHEREAS, the Trust and the Adviser have determined that it is appropriate
and in the best interest of each Fund and its shareholders to maintain the
expenses of each Fund at a level below the level to which each Fund may normally
be subject.
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION AND WAIVER. Until such time as this agreement is
terminated in accordance with Section 3 of this Agreement, Schwab and the
Adviser agree that, to the extent that ordinary operating expenses incurred by a
Fund in any fiscal year, including but not limited to investment advisory and
administration fees of the Adviser and including amounts payable pursuant to any
plan adopted in accordance with Rule 12b-1 under the 1940 Act and sub-accounting
fees (but excluding nonrecurring account fees, fees on portfolio transactions
such as exchange fees, dividends and interest on securities sold short, fees and
expenses of pooled investment vehicles that are held by a Fund, interest, taxes,
brokerage commissions, other expenditures which are capitalized in accordance
with generally accepted accounting principles, and other non-routine expenses or
extraordinary expenses not incurred in the ordinary course of such Fund's
business) (the "Fund Operating Expenses"), exceed the Expense Limit as set forth
on SCHEDULE A, such excess amount will be the liability of Schwab and the
Adviser.
2. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the
first month of the Trust's fiscal year, an adjustment payment shall be made by
the appropriate party in order that the actual Fund Operating Expenses of each
Fund for the prior fiscal year do not exceed the Expense Limit for each Fund as
set forth on SCHEDULE A.
3. TERM AND TERMINATION. This Agreement shall continue in effect with
respect to each Fund until such time as the Adviser ceases to be the investment
adviser to such fund. Nevertheless, this Agreement may be terminated by the
Trust or the Adviser, without payment of any penalty, upon sixty (60) days'
prior written notice to the other parties at their principal place of business;
provided that, in the case of termination by the Adviser, such action shall be
authorized by the Trust's Board of Trustees.
4. CAPTIONS. The captions in this Agreement are included for convenience
of reference and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
5. INTERPRETATION. Nothing herein contained shall be deemed to require the
Trust or the Funds to take any action contrary to the Trust's Declaration of
Trust or Bylaws, each as in effect from time to time, or any applicable
statutory or regulatory requirement, including without limitation any
requirements under the 1940 Act, to which it is subject or by which it is bound,
or to relieve or deprive the Trust's Board of Trustees of its responsibility for
or control of the conduct of the affairs of the Trust or the Funds.
6. DEFINITIONS. Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from the terms and
provisions of the Advisory Agreement or the 1940 Act, shall have the same
meaning as and be resolved by reference to such Advisory Agreement or the 1940
Act.
7. AMENDMENT. This Agreement may be amended only by a written instrument
signed by each of the parties hereto. SCHEDULE A may not be amended to increase
a Fund's Expense Limit unless such amendment is authorized by the Trust's Board
of Trustees. Other amendments to SCHEDULE A will be presented to the Trust's
Board of Trustees for ratification annually.
A copy of the Agreement and Declaration of Trust of the Trust, as amended, is on
file with the Secretary of The Commonwealth of Massachusetts and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually, and that the obligations of or arising
out of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized, as of the day and year
first above written.
SCHWAB INVESTMENTS, ON ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INVESTMENT ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO. Inc.
BEHALF OF THE FUNDS MANAGEMENT, INC.
By: By: By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------- ------------------------------ --------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Principal Financial Title: Chief Executive Officer Title: Executive Vice President
Officer
SCHEDULE A
FUND AND SHARE CLASS EXPENSE LIMIT
-------------------- -------------
Schwab Tax-Free Bond Fund 49 bps
Schwab California Tax-Free Bond Fund 49 bps
Schwab Tax-Free YieldPlus Fund 49 bps
Schwab California Tax-Free YieldPlus Fund 49 bps
Dated as of May 2, 2007
