Ex - (h)(7)
Amendment to Sub-Administration Agreement
This
Amendment to Sub-Administration Agreement is made as of
October 8, 2009 by and
between State Street Bank and Trust Company, a Massachusetts trust company (the
“Sub-Administrator”), and Charles Schwab Investment Management, Inc., a California corporation
(the
“Administrator”), with respect each management investment company identified on Appendix A
hereto (each such investment company shall hereinafter be referred to as an
“Investment Fund” and
collectively, the
“Investment Funds”). Capitalized terms used but not defined herein shall have
the meaning ascribed to them in that certain Sub-Administration Agreement made as of
October 1,
2005 (the
“Sub-Administration Agreement”).
Witnesseth:
Whereas, the Administrator and the Sub-Administrator entered into the
Sub-Administration Agreement pursuant to which the Sub-Administrator furnishes certain
administrative services to certain of the Investment Funds;
Whereas, the Funds listed on Appendix B hereto (collectively, the “Schwab ETFs”),
which are exchange traded funds, will issue and redeem shares (“Shares”) only in aggregations of
Shares known as “Creation Units,” generally in exchange for a basket of certain equity or fixed
income securities and a specified cash payment, as more fully described in the currently effective
prospectus and statement of additional information of such Schwab ETFs; and
Whereas, the Administrator desires for the Sub-Administrator to provide services to
each of the Schwab ETFs and the Sub-Administrator desires to provide the services set forth in the
Sub-Administration Agreement to each of the Schwab ETFs; and
Whereas, the parties desire to amend a certain provision of the Sub-Administration
Agreement to reflect the term of the Sub-Administration Agreement with respect to the Schwab ETFs.
Now Therefore, in consideration of the mutual covenants and agreements hereinafter
contained, the parties hereto agree as follows:
1. For purposes of the Schwab ETFs only, Section 14 of the Sub-Administration Agreement is
hereby amended as follows:
(A) Section 14(a) of the Sub-Administration Agreement is hereby amended in its entirety and
the following Section 14(a) is inserted in lieu thereof:
SECTION 14. TERM, TERMINATION AND AMENDMENT
(a).
This Agreement shall become effective as of
October 8, 2009 and shall
remain in full force and effect for a period of three (3) years from such
effective date (the
“Initial Term”), and thereafter shall automatically continue
in full force and effect unless either party terminates this Agreement by written
notice to the other party at least ninety (90) days prior to the date of
termination.
(B) Section 14(c) of the Sub-Administration Agreement is hereby amended by the insertion of
the following new Section 14(c)(I):
(I) With respect to a Schwab ETF, in the event that such Schwab ETF ceases
operating as and under the name of such Schwab ETF for any reason, which may (but
need not) be in connection with a merger, reorganization, transfer or liquidation
of assets, stock exchange delisting or other extraordinary event. For the
avoidance of doubt, upon termination of this Agreement under this Section
14(c)(I), such Schwab ETF shall pay to Sub-Administrator such compensation
(including any applicable fees) and any reimbursable expenses as may be due and
undisputed under the terms hereof to the date of such termination, including
reasonable out-of-pocket expenses associated with such termination, and no other
compensation, fees, charges or expenses will be assessed or will accrue with
respect to said Schwab ETF after said termination. All out-of-pocket expenses for
which the Sub-Administrator seeks reimbursement under this Section 14(c)(I) must
be pre-approved by the Schwab ETF in writing, provided that such approval shall
not be unreasonably withheld.
For the avoidance of doubt, the remainder of Section 14 of the Sub-Administration Agreement,
including Section 14(c)(H) thereof relating to terminations in connection with material breaches by
the Sub-Administrator, shall remain in effect for all Investment Funds and Schwab ETFs.
2. In the event that the Administrator desires to have the Sub-Administrator render services to any
exchange traded fund in addition to those listed on Appendix B hereto under the terms of the
Sub-Administration Agreement and this Amendment, it shall so notify the Sub-Administrator in
writing, and if the Sub-Administrator agrees in writing to provide such services, such exchange
traded fund shall become an Investment Fund and a Schwab ETF under the Sub-Administration Agreement
and this Amendment and be bound by all terms and conditions and provisions of the
Sub-Administration Agreement and this Amendment including, without limitation, the representations
and warranties set forth in Section 4 of the Sub-Administration Agreement.
3. Except as modified hereby, all other terms and conditions of the Sub-Administration
Agreement shall remain in full force and effect.
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APPENDIX A
THE CHARLES SCHWAB FAMILY OF FUNDS
Schwab Money Market Fund
Schwab Value Advantage Money Fund
Schwab Retirement Advantage Money Fund
Schwab Investor Money Fund
Schwab Government Money Fund
Schwab U.S. Treasury Money Fund
Schwab Municipal Money Fund
Schwab California Municipal Money Fund
Schwab New York AMT Tax-Free Money Fund (formerly NY Muni Money Fund)
Schwab AMT Tax-Free Money Fund (formerly Florida Muni Money Fund)
Schwab California AMT Tax-Free Money Fund
Schwab Massachusetts AMT Tax-Free Money Fund (formerly MA Muni Money Fund)
Schwab Pennsylvania Municipal Money Fund
Schwab New Jersey AMT Tax-Free Money Fund (formerly NJ Muni Money Fund)
Schwab Cash Reserves
Schwab Advisor Cash Reserves
SCHWAB INVESTMENTS
Schwab 1000 Index Fund
Schwab YieldPlus Fund
Schwab Short-Term Bond Market Fund
Schwab Total Bond Market Fund
Schwab GNMA Fund
Schwab Tax-Free YieldPlus Fund
Schwab Tax-Free Bond Fund
Schwab California Tax-Free YieldPlus Fund
Schwab California Tax-Free Bond Fund
Schwab Inflation Protected Fund
Schwab Premier Income Fund
SCHWAB CAPITAL TRUST
Schwab Core Equity Fund
Schwab Hedged Equity Fund
Schwab Premier Equity Fund
Laudus International MarketMasters Fund
Laudus Small-Cap MarketMasters Fund
Schwab Balanced Fund (formerly Schwab Viewpoints Fund)
Schwab Fundamental US Small-Mid Company Index Fund
Schwab Fundamental US Large Company Index Fund
Schwab Monthly Income Fund - Moderate Payout
Schwab Monthly Income Fund - Enhanced Payout
Schwab Monthly Income Fund - Maximum Payout
Schwab International Core Equity Fund
SCHWAB ANNUITY PORTFOLIOS
Schwab Money Market Portfolio
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