Exhibit (d)(xxxix)
AMENDMENT TO SUB-ADVISORY AGREEMENT
This amendment (the "Amendment") to the Sub-Advisory Agreement is made as
of December 2, 2004 by and between Xxxxxxx Xxxxxx Investment Management, Inc.
("CSIM") and Xxxxxxx Xxxxx & Company, L.L.C. (the "Sub-Adviser");
WHEREAS, CSIM and the Sub-Adviser have entered into a Sub-Advisory
Agreement dated January 31, 2002.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, the parties agree as follows:
Section 13. "Confidentiality" is hereby deleted and replaced with the
following:
The Mutual Confidentiality and Non-Disclosure Agreement
("Confidentiality Agreement") previously entered into between the parties
is attached hereto as Schedule C and incorporated herein by reference. The
Confidentiality Agreement will remain in effect throughout the term of
this Agreement, and each party will abide by all of the provisions set
forth therein. Upon termination of this Agreement, each party will
continue to hold any Confidential Information (as that term is defined in
the Confidentiality Agreement) in strict confidence for ten years from the
date of termination, except with regard to: (a) trade secrets of either
party which will be held in confidence for as long as such information
remains a trade secret; and (b) Schwab Customer Information (as that term
is defined in the Confidentiality Agreement) which will be held by
Sub-Adviser in strict confidence in perpetuity and which will be used by
Sub-Adviser only to perform the Services and for no other purpose. In
addition, Sub-Adviser will not use any information concerning each Funds'
portfolio holdings, including, without limitation, the names of the
portfolio holdings and the values thereof or other Schwab Confidential
Information, for purposes of making any decision about whether to purchase
or redeem shares of each Fund or to execute any other securities
transaction. In the event any of the provisions of the Confidentiality
Agreement conflict with any of the provisions of this Agreement, the
latter will control.
Except as expressly superseded or modified by this Amendment, the terms
and provisions of the Sub-Advisory Agreement shall continue to apply with full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
date first above written.
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
/S/ XXXXXX XXXXXXXX
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By: Xxxxxx Xxxxxxxx
Title: President and Chief Executive Officer
XXXXXXX XXXXX & COMPANY, L.L.C.
/S/ XXXXXX X. XXXXXX
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By: Xxxxxx X. XxXxxx
Title: Compliance
