EX-99.D.XVII 27 f58404bexv99wdwxvii.htm EX-99.D.XVII exv99wdwxvii
Exhibit (d)(xvii)
AMENDMENT TO SUB-ADVISORY AGREEMENT
     This amendment (the “Amendment”) to the Sub-Advisory Agreement is made as of December 2, 2004 by and between Charles Schwab Investment Management, Inc. (“CSIM”) and Harris Associates LP (the “Sub-Adviser”);
     WHEREAS, CSIM and the Sub-Adviser have entered into a Sub-Advisory Agreement dated January 11, 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     Except as expressly superseded or modified by this Amendment, the terms and provisions of the Sub-Advisory Agreement shall continue to apply with full force and effect.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.
         
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
 
       
/s/ Evelyn Dilsaver    
     
By:
  Evelyn Dilsaver    
Title:
  President and Chief Executive Officer    
 
       
HARRIS ASSOCIATES LP    
 
       
/s/ Janet L. Reali    
     
By:
  Janet L. Reali    
Title:
  Vice President