AMENDMENT TO SCHWAB AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT

 

Exhibit (g)(i)(b)

 

AMENDMENT TO ▇▇▇▇▇▇

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT

 

This Amendment to Amended and Restated Master Custodian Agreement (the “Amendment”), effective as of April 30, 2021, is by and among each Fund (as defined below) and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Custodian Agreement (as defined below).

 

WITNESSETH:

 

WHEREAS, the investment companies identified on Appendix A hereto (the “Fund”) and the Custodian entered into that certain Amended and Restated Master Custodian Agreement dated as of October 17, 2005 (the “Custodian Agreement”), pursuant to which the Custodian provides certain custodial services to the Fund; and

 

WHEREAS, the Fund and the Custodian desire to amend the Custodian Agreements as more particularly set forth below.

 

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

 

1.            Section 18.3 (ASSIGNMENT) of the Custodian Agreement is hereby deleted in its entirety and replaced with the following Section 18.3:

 

“SECTION 18.3 ASSIGNMENT; DELEGATION. This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund, except that the Custodian may assign this Agreement to a successor of all or a substantial portion of its business, or to an affiliate of the Custodian. The Custodian shall retain the right to employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other non-custodial obligations or duties under this Agreement without the consent or approval of any Fund. Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.”

 

2.             Subsection (v) of Section 18.9(b) (Restrictions on Use) of the Custodian Agreement is hereby deleted and replaced with the following subsection (v):

 

“(v)

it will restrict dissemination of Fund Confidential Information to only Custodian's regulatory authorities as required to comply with such regulatory authorities' request or order, and to Custodian's examiners, auditors, directors and legal counsel to the extent Custodian believes the same is reasonably required provided that Custodian makes reasonable effort to notify such parties as to the

 

 

confidential nature of the Fund Confidential Information.”

 

3.            A new subsection (vi) is hereby added to Section 18.9(b) (Restrictions on Use) of the Custodian Agreement as follows:

 

“(vi)

Nothwithstanding the foregoing, in connection with the provision of the services and the discharge of its other obligations under this Agreement, the Custodian (which term for purposes of this paragraph includes each of its parent company, branches and affiliates (“Affiliates”)) may collect and store information regarding a Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Fund and the Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. Except as expressly contemplated by this Agreement, nothing in this paragraph shall limit the confidentiality and data-protection obligations of the Custodian and its Affiliates under this Agreement and applicable law. The Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Fund Confidential Information pursuant to this subsection (vi) to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.”

 

4.            In Section 18.10 (NOTICES) of the Custodian Agreement, the notice information is deleted in its entirety and replaced with the following notice information:

 

“To any Fund:	[NAME OF FUND]
	▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
	San Francisco, California 94105
	Attention: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇, President and CEO
	Telephone:  ▇▇▇-▇▇▇-▇▇▇▇
With a copy to:	▇▇▇▇▇ ▇▇▇▇▇▇, Secretary
	▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	San Francisco, California 94104
	Telephone:  ▇▇▇-▇▇▇-▇▇▇▇
To the Custodian:	STATE STREET BANK AND TRUST COMPANY
	Channel Center
	One Iron Street
	Boston, Massachusetts 02110
	Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President
	Telephone: ▇▇▇-▇▇▇-▇▇▇▇

 

5.            The following new Sections are hereby added to the Custodian Agreement.

 

“SECTION 18.16.      FOREIGN EXCHANGE.

 

 

SECTION 18.16.1.        GENERALLY. Upon receipt of Proper Instructions, which for purposes of this section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.

 

SECTION 18.16.2.        FUND ELECTIONS. Each Fund (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (“SSGM”), or with a sub-custodian. Where the Fund or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications, the Fund (or its Investment Advisor) instructs the Custodian, on behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Fund, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction.

 

SECTION 18.16.3.      FUND ACKNOWLEDGEMENT Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:

 

(i)	shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor;

 

(ii)	shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and

 

(iii)

shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time.

 

SECTION 18.16.4. TRANSACTIONS BY STATE STREET. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Manager), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.

 

As used in this Section 18.16, “Client Publications” means the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment managers, and “Investment Advisor” means, in relation to a Portfolio, the investment manager or investment advisor of the Portfolio.

 

 

SECTION 18.17. REGULATION GG. Each Fund represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Fund is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.”

 

6.            Except as modified hereby, all other terms and conditions of each Custodian Agreement shall remain in full force and effect.

 

7.            This Amendment may be executed in multiple counterparts, which together shall constitute one instrument.

 

[SIGNATURE PAGE FOLLOWS]

 

 

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.

 

 

EACH OF THE ENTITIES SET FORTH ON APPENDIX A HERETO

 

 

By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:	▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:	Treasuer and Chief Financial Officer
STATE STREET BANK AND TRUST COMPANY
By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:	Senior Vice President

 

 

APPENDIX A

TO

MASTER CUSTODIAN AGREEMENT

 

SCHWAB FUNDS

 

Company	Fund
▇▇▇▇▇▇ Investments (a Massachusetts business trust)
	▇▇▇▇▇▇ 1000 Index Fund
	▇▇▇▇▇▇ California Tax-Free Bond Fund
	▇▇▇▇▇▇ Global Real Estate Fund
	▇▇▇▇▇▇ High Yield Municipal Bond Fund
	▇▇▇▇▇▇ Short-Term Bond Index Fund
	▇▇▇▇▇▇ Tax-Free Bond Fund
	▇▇▇▇▇▇ Treasury Inflation Protected Securities Index Fund
	▇▇▇▇▇▇ U.S. Aggregate Bond Index Fund
▇▇▇▇▇▇ Capital Trust (a Massachusetts business trust)
	Laudus International MarketMasters Fund
	▇▇▇▇▇▇ Balanced Fund
	▇▇▇▇▇▇ Core Equity Fund
	▇▇▇▇▇▇ Dividend Equity Fund
	▇▇▇▇▇▇ Fundamental Emerging Markets Large Company Index Fund
	▇▇▇▇▇▇ Fundamental Global Real Estate Index Fund
	▇▇▇▇▇▇ Fundamental International Large Company Index Fund
	▇▇▇▇▇▇ Fundamental International Small Company Index Fund
	▇▇▇▇▇▇ Fundamental US Large Company Index Fund
	▇▇▇▇▇▇ Fundamental US Small Company Index Fund
	▇▇▇▇▇▇ Health Care Fund
	▇▇▇▇▇▇ Hedged Equity Fund
	▇▇▇▇▇▇ International Core Equity Fund
	▇▇▇▇▇▇ International Index Fund
	▇▇▇▇▇▇ Large-Cap Growth Fund
	▇▇▇▇▇▇ MarketTrack All Equity Portfolio
	▇▇▇▇▇▇ MarketTrack Balanced Portfolio
	▇▇▇▇▇▇ MarketTrack Conservative Portfolio
	▇▇▇▇▇▇ MarketTrack Growth Portfolio
	▇▇▇▇▇▇ Monthly Income Fund - Maximum Payout
	▇▇▇▇▇▇ Monthly Income Fund – Enhanced Payout
	▇▇▇▇▇▇ Monthly Income Fund- Moderate Payout
	▇▇▇▇▇▇ S&P 500 Index Fund
	▇▇▇▇▇▇ Small-Cap Equity Fund
	▇▇▇▇▇▇ Small-Cap Index Fund

 

 

	Schwab Target 2010 Fund
	Schwab Target 2010 Index Fund
	Schwab Target 2015 Fund
	Schwab Target 2015 Index Fund
	Schwab Target 2020 Fund
	▇▇▇▇▇▇ Target 2020 Index Fund
	Schwab Target 2025 Fund
	Schwab Target 2025 Index Fund
	Schwab Target 2030 Fund
	Schwab Target 2030 Index Fund
	▇▇▇▇▇▇ Target 2035 Fund
	▇▇▇▇▇▇ Target 2035 Index Fund
	Schwab Target 2040 Fund
	Schwab Target 2040 Index Fund
	Schwab Target 2045 Fund
	▇▇▇▇▇▇ Target 2045 Index Fund
	Schwab Target 2050 Fund
	▇▇▇▇▇▇ Target 2050 Index Fund
	Schwab Target 2055 Fund
	Schwab Target 2055 Index Fund
	▇▇▇▇▇▇ Target 2060 Fund
	▇▇▇▇▇▇ Target 2060 Index Fund
	▇▇▇▇▇▇ Target 2065 Fund
	Schwab Target 2065 Index Fund
	Schwab Total Stock Market Index Fund
	▇▇▇▇▇▇ U.S. Large-Cap Growth Index Fund
	▇▇▇▇▇▇ U.S. Large-Cap Value Index Fund
	▇▇▇▇▇▇ U.S. Mid-Cap Index Fund
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Family of Funds (a Massachusetts business trust)
	▇▇▇▇▇▇ AMT Tax-Free Money Fund
	▇▇▇▇▇▇ California Municipal Money Fund
	▇▇▇▇▇▇ Government Money Fund
	▇▇▇▇▇▇ Municipal Money Fund
	▇▇▇▇▇▇ New York Municipal Money Fund
	Schwab Retirement Government Money Fund
	▇▇▇▇▇▇ Treasury Obligations Money Fund
	▇▇▇▇▇▇ U.S. Treasury Money Fund
	Schwab Value Advantage Money Fund
	▇▇▇▇▇▇ Variable Share Price Money Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Portfolios (a Massachusetts business trust)
	▇▇▇▇▇▇ Government Money Market Portfolio
	▇▇▇▇▇▇ S&P 500 Index Portfolio
	▇▇▇▇▇▇ VIT Balanced Portfolio
	▇▇▇▇▇▇ VIT Balanced with Growth Portfolio
	▇▇▇▇▇▇ VIT Growth Portfolio