Exhibit (d)(xxxi)
FORM OF
AMENDMENT TO SUB-ADVISORY AGREEMENT
This amendment (the "Amendment") to the Sub-Advisory Agreement is made as
of January 19, 2005 by and between Xxxxxxx Xxxxxx Investment Management, Inc.
("CSIM") and Artisan Partners Limited Partnership (the "Sub-Adviser");
WHEREAS, CSIM and the Sub-Adviser have entered into a Sub-Advisory
Agreement dated January 23, 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 Confidential 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 no event, however, shall this Section limit the
Sub-Adviser's ability to make investment decisions and execute
transactions for accounts that are managed in the same style as any of the
Funds. 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Except as expressly superseded or modified by this Amendment, the terms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.
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By: Xxxxxx Xxxxxxxx
Title: President and Chief Executive Officer
ARTISAN PARTNERS LIMITED PARTNERSHIP
By: Artisan Investment Corporation, its general partner
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By: Xxxxx X. Xxxxx
Title: Vice President
