Exhibit (g)(ix)
AMENDED AND RESTATED CUSTODIAN SERVICES AGREEMENT
TERMS AND CONDITIONS
This Agreement is made, as of ______________, 2003, separately by and
between each of Schwab Capital Trust, Schwab Investments, The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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).
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(b) "Book-Entry System". The term "Book-Entry System" means Federal
Reserve Treasury book-entry system for United States 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 an Oral
Instruction under this Agreement.
(f) "SEC". The term "SEC" shall mean the Securities and Exchange
Commission.
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(g) "Securities and Commodities Laws". The terms the "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.
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5. Instructions. Unless otherwise provided in this 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 the then current Authorized Persons Appendix.
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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 such Fund. Such books and
records shall be prepared and maintained
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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,
including, but not limited to, information about product plans,
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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) with written notice of such requirement, to the extent such
notice
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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" means all intentionally or unintentionally disclosed non-public
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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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ &
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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & 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 available to such accountants for the expression
of their opinion with respect to the assets maintained hereunder, as required by
a Fund.
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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 (and to
the extent necessary such fee letters are hereby amended to relate to this
Agreement), 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 (A) 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 or (ii) upon Oral or Written Instructions or (B) in connection
with the provision of services to a Fund. Notwithstanding the above, PFPC Trust
shall not be indemnified and
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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.
For all purposes under this Agreement, reasonableness shall be determined
under the facts and circumstances prevailing in the particular market where
performance is rendered.
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,
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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 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
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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 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 a
sub-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);
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(iv) payment to, subject to receipt of Written Instructions, the
transfer agent for the 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);
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(vi) payments of the amounts of dividends received with respect to
securities sold short;
(vii) payments made to a sub-custodian or sub-sub-custodian pursuant
to Section 14(c)of this Agreement; and
(viii) payments, upon receipt of Written 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
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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 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.
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(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 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. The sub-sub-custodians through which a
Fund's foreign assets may be maintained are solely those set
forth on Schedule D hereto (as the same may be amended as set
forth in Section 17 of this Agreement). Each Fund agrees that
it cannot maintain foreign assets through any
sub-sub-custodian or in any jurisdiction other than as set
forth in Schedule D hereto (as the same may be amended as set
forth in Section 17 of this Agreement).
(iv) Responsibility for Domestic and Foreign Sub-Custodians. PFPC
Trust shall be fully
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responsible for the actions or inactions of any bank chosen by
PFPC Trust as a sub-custodian pursuant to Section 14(c)(ii) of
this Agreement with respect to the Funds' domestic assets and
any sub-custodian chosen by PFPC Trust pursuant to Section
14(c)(iii) of this Agreement with respect to the Funds'
foreign assets as well as any sub-sub-custodian engaged by
such a sub-custodian with respect to the Funds' foreign assets
(provided such sub-sub-custodian is listed on Schedule D
hereto (as the same may be amended as set forth in Section 17
of this Agreement))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 other similar entity, and no
transfer agent or registrar for uncertificated securities,
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shall be considered a sub-custodian or sub-sub-custodian, (ii)
PFPC Trust shall have no liability for any action or inaction
of or for any event relating to any of the foregoing entities
and (iii) assets maintained at any of the foregoing entities
shall be subject to and may be maintained in accordance with
the rules, terms, conditions and procedures applicable to use
of such entity.
(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 (provided PFPC Trust has received such
Oral or Written Instructions within such timeframes as PFPC Trust may designate
from time to time, which timeframes shall be reasonable based upon the standards
in the market where performance is rendered):
(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;
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(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 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,
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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;
(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
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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;
(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;
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(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.
(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
-26-
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
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
-27-
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 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 a
sub-sub-custodian; or any duly appointed nominee(s) of PFPC Trust, Book-Entry
System, depository, sub-custodian or sub-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.
(i) PFPC Trust, directly or through the use of another entity,
shall execute in blank and promptly deliver all notices (other
than notices relating to class actions or similar matters),
proxies, and proxy soliciting
-28-
materials which are 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.
(ii) Neither PFPC Trust nor its nominee shall vote any of the
securities held pursuant to this Agreement, except in
accordance with Written Instructions (provided PFPC Trust has
received such Written Instructions within such timeframes as
PFPC Trust may designate from time to time, which timeframes
shall be reasonable based on the standards in the market where
performance is rendered).
(iii) PFPC Trust shall promptly deliver all notices relating to
class actions or similar matters which are received by PFPC
Trust as custodian hereunder with respect to a particular
security maintained hereunder to the registered holder of such
security. If the
-29-
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 is to be sent.
Notwithstanding anything in this Agreement to the contrary,
PFPC Trust will not be under a duty to respond to any class
actions or similar matters.
(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;
-30-
(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 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.
-31-
(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 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 sub-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.
-32-
(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;
(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
(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
-33-
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 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.
-34-
(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 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").
-35-
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 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:
-36-
(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 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.
-37-
(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 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 any provisions of this
Agreement to the contrary, PFPC Trust may accept payment
in such form as shall be satisfactory to it, and may
deliver assets and arrange for payment in accordance
with prevailing market practice.
-38-
(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 for each of the Fund's Accounts,
listing the portfolio securities maintained in
such Accounts and stating the cash amount of such
Accounts including disbursements;
(C) the reports to be furnished to the Fund pursuant
to Rule 17f-4 (if the Fund is an investment
company registered under the ▇▇▇▇ ▇▇▇); 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
-39-
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 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 sub-custodian
and sub-sub-custodian maintaining such securities hereunder so post the
transaction (and otherwise will be posted on the date such sub-custodian and
sub-sub-custodian post 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 sub-custodian and sub-sub-custodian
maintaining such securities hereunder so credit such amounts (and otherwise will
be credited on the date such sub-custodian and sub-sub-custodian credit such
amounts). With respect to transactions or payments not referenced
-40-
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 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 PFPC Trust, acting in good faith, otherwise reasonably determines
that full and final payment of the amounts so credited is unlikely 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
-41-
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 the exercise of any
such right of reversal, debit or deduction, which notice may be contained in
periodic account statements made available to the applicable Fund. 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 of any advance or credit made by
PFPC Trust (including charges related thereto) with respect to such Account;
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 the exercise of any such right of setoff,
which notice may be contained in periodic account statements made available to
the applicable Fund. Notwithstanding any other provisions of this
-42-
Agreement and without limiting any other rights of PFPC Trust under this
Agreement, PFPC Trust may assign any rights regarding reversal, debit, deduction
or setoff that it has under this Section 14(m) to a sub-custodian or
sub-sub-custodian; PFPC Trust will give notice to the applicable Fund of the
exercise of any such assigned right of reversal, debit, deduction or setoff by a
sub-custodian or sub-sub-custodian, to the same extent PFPC Trust would be
required to give the applicable Fund notice under this Section 14(m) if PFPC
Trust had itself exercised such right.
(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 (including share entitlements), 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. Provided PFPC
Trust or
-43-
the applicable sub-custodian or sub-sub-custodian has made reasonable efforts to
collect monies or other property (including share entitlements) due with respect
to assets that are not registered in the name of PFPC Trust, the Book-Entry
System, a depository, a sub-custodian, a sub-sub-custodian, or a duly appointed
nominee thereof, PFPC Trust shall have no responsibility with respect to any
failure to collect monies or other property (including share entitlements) due
with respect to such assets.
(o) PFPC Trust and/or sub-custodians and/or sub-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. If a Fund
specifically instructs PFPC Trust to use a particular entity with respect to a
foreign exchange transaction, PFPC Trust will not have any responsibility for
that entity in relation to such foreign exchange transaction (even if such
entity serves as a sub-custodian or sub-sub-custodian under this Agreement).
15. Duration and Termination. This Agreement shall continue in full force
and effect with respect to a particular Fund (or Portfolio thereof) unless
terminated as hereinafter provided. 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,
-44-
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 (or in the possession of a sub-custodian or
sub-sub-custodian) as security for the payment of PFPC Trust's fees,
compensation, 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, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, marked for the attention of the
-45-
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; provided that notwithstanding the foregoing,
(i) Schedule B hereto may be amended as set forth in Section 1(a) of this
Agreement, (ii) Schedule C hereto may be amended as set forth in Section 1(e) of
this Agreement, and (iii) PFPC Trust may add entities and/or jurisdictions to
Schedule D hereto from time to time upon written notice to the Funds and PFPC
Trust may remove entities and/or jurisdictions from Schedule D hereto from time
to time upon thirty(30) days prior written notice to the Funds. PFPC Trust
agrees to consult in good faith with a Fund should the Fund wish to add
additional entities and/or jurisdictions to Schedule D hereto, but nothing in
this Agreement shall require PFPC Trust to add entities and/or jurisdictions to
Schedule D hereto and there may from time to time be entities and/or
jurisdictions that PFPC Trust determines it will not add to Schedule D hereto.
-46-
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 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.
-47-
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 New York and governed by New York 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 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 relating to the subject matter of this Agreement
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
-48-
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.
The respective names Schwab Capital Trust, Schwab Investments, The ▇▇▇▇▇▇▇
▇▇▇▇▇▇ 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.
-49-
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.
-50-
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:/ ▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
By: ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
Title: President
SCHWAB CAPITAL TRUST
/s:/ Tai-▇▇▇▇ ▇▇▇▇
------------------------------
By: Tai-▇▇▇▇ ▇▇▇▇
Title: Treasurer and Principal
Financial Officer
SCHWAB INVESTMENTS
/s:/ Tai-▇▇▇▇ ▇▇▇▇
------------------------------
By: Tai-▇▇▇▇ ▇▇▇▇
Title: Treasurer and Principal
Financial Officer
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ FAMILY OF FUNDS
/s:/ Tai-▇▇▇▇ ▇▇▇▇
------------------------------
By: Tai-▇▇▇▇ ▇▇▇▇
Title: Treasurer and Principal
Financial Officer
SCHWAB ANNUITY PORTFOLIOS
/s:/ Tai-▇▇▇▇ ▇▇▇▇
------------------------------
By: Tai-▇▇▇▇ ▇▇▇▇
Title: Treasurer and Principal
Financial Officer
-51-
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
Schwab GNMA Fund
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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
▇▇▇▇▇▇ 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 Massachusetts Municipal Money Fund
Schwab Annuity Portfolios
Schwab Money Market Portfolio
Schwab S&P 500 Portfolio
-52-
SCHEDULE B
AUTHORIZED PERSONS APPENDIX
Schwab Capital Trust
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Schwab Investments
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-53-
SCHEDULE B
AUTHORIZED PERSONS APPENDIX
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Family of Funds
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Schwab Annuity Portfolios
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-54-
SCHEDULE C
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
-55-
SCHEDULE D
Sub-Sub-Custodian Jurisdiction
-56-
