Laudus Variable Insurance Trust Sample Contracts

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WITNESSETH:
Master Custodian Agreement • April 18th, 2008 • Laudus Institutional Trust • Massachusetts
OF
Laudus Institutional Trust • February 1st, 2008 • Delaware
WITNESSETH:
Management Contract • February 27th, 2004 • Barr Rosenberg Variable Insurance Trust
AMENDMENT NO. 3 TO AGREEMENT AND DECLARATION OF TRUST
Barr Rosenberg Variable Insurance Trust • April 29th, 2004
WITNESSETH:
Subadviser Agreement • February 27th, 2004 • Barr Rosenberg Variable Insurance Trust
SPECIAL CUSTODY ACCOUNT AGREEMENT
Special Custody Account Agreement • April 16th, 1999 • Barr Rosenberg Variable Insurance Trust
ARTICLE I DEFINITIONS
Custody Agreement • April 16th, 1999 • Barr Rosenberg Variable Insurance Trust • New York
INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 25th, 2012 • Laudus Institutional Trust • California

AGREEMENT made this 1st day of October, 2011, by and between, Charles Schwab Investment Management, Inc. (“CSIM”), and Mondrian Investment Partners Limited (“Sub-Adviser”).

INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
Interim Investment Sub-Advisory Agreement • July 25th, 2011 • Laudus Institutional Trust • California

AGREEMENT made this 12th day of July, 2011, by and between, Charles Schwab Investment Management, Inc. (“CSIM”), and Mondrian Investment Partners Limited (“Sub-Adviser”).

ARTICLE I DEFINITIONS
Custody Agreement • October 30th, 1998 • Barr Rosenberg Variable Insurance Trust • New York
LAUDUS INSTITUTIONAL TRUST MANAGEMENT CONTRACT
Laudus Institutional Trust • July 29th, 2010 • Laudus Institutional Trust

Management Contract executed as of March 31, 2008, between LAUDUS INSTITUTIONAL TRUST, a Delaware statutory trust (the “Trust”), on behalf of the Laudus Mondrian Institutional Emerging Markets Fund (the “Fund”), and CHARLES SCHWAB INVESTMENT MANAGEMENT, INC., a Delaware corporation (the “Manager”).

Amendment to Distribution Agreement
Distribution Agreement • July 29th, 2010 • Laudus Institutional Trust

This Amendment to the Distribution Agreement is dated as of October 1, 2006, by and among Laudus Trust, a Massachusetts business trust, having its principal place of business at 101 Montgomery Street, San Francisco, California 94104 (the “Trust”), Laudus Variable Insurance Trust, a Massachusetts business trust, having its principal place of business at 101 Montgomery Street, San Francisco, California 94104 (“VIT” and collectively with the Trust, the “Trusts”), Charles Schwab Investment Management, Inc., a Delaware corporation, having its principal place of business at 101 Montgomery Street, San Francisco, California 94104 (the “Adviser”) and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1625 Broadway, Suite 2200, Denver, Colorado 80202 (the “Distributor”).

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LAUDUS INSTITUTIONAL TRUST AMENDED & RESTATED EXPENSE LIMITATION AGREEMENT
Laudus Institutional Trust • May 21st, 2010 • Laudus Institutional Trust

This Agreement, dated as of July 29, 2009, is made and entered into by and between Charles Schwab Investment Management, Inc. (the “Adviser”) and Laudus Institutional Trust (the “Trust”) on behalf of each series of the Trust listed on Schedule A hereto, as may be amended from time to time (each a “Fund” and collectively the “Funds”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 29th, 2010 • Laudus Institutional Trust • California

AGREEMENT made this 28th day of September, 2007, by and between, Charles Schwab Investment Management, Inc. (“CSIM”), and Mondrian Investment Partners Limited (“Sub-Adviser”).

AMENDMENT NO. 2 TO AGREEMENT AND DECLARATION OF TRUST
Barr Rosenberg Variable Insurance Trust • April 30th, 2003
Exhibit (h)(2) April 3, 2008 Boston Financial Data Services, Inc. Attn: Legal Department 2 Heritage Drive, 4th Floor North Quincy, MA 02171 Re: AMENDMENT TO SCHEDULE A Dear Sir or Madam: This letter agreement serves to amend our Transfer Agency and...
Laudus Institutional Trust • April 18th, 2008

This letter agreement serves to amend our Transfer Agency and Service Agreement, between Laudus Trust, Laudus Variable Insurance Trust and Boston Financial Data Services, Inc. dated October 3, 2005 (the "Agreement"). The parties wish to amend the Agreement to change the name of a party and the state under which that party was organized: Laudus Variable Insurance Trust, a Massachusetts business trust, is hereby changed to Laudus Institutional Trust, a Delaware statutory trust.

BARR ROSENBERG VARIABLE INSURANCE TRUST BARR ROSENBERG VIT MARKET NEUTRAL FUND (A SERIES OF BARR ROSENBERG VARIABLE INSURANCE TRUST (THE "VIT")) The attached information describes an agreement and plan of reorganization (the "Agreement") by which...
Barr Rosenberg Variable Insurance Trust • June 29th, 2001

BARR ROSENBERG VARIABLE INSURANCE TRUST BARR ROSENBERG VIT MARKET NEUTRAL FUND (A SERIES OF BARR ROSENBERG VARIABLE INSURANCE TRUST (THE "VIT"))

Laudus Trust Laudus Institutional Trust 101 Montgomery Street San Francisco, California 94104
Laudus Institutional Trust • July 29th, 2010

Reference is made to the Administration Agreement between us dated as of October 1, 2005 (the “Agreement”). Pursuant to the Agreement, this letter is to provide notice of the creation of the following additional investment funds:

EXECUTED
Administration Agreememt • April 28th, 2006 • Laudus Variable Insurance Trust • Massachusetts
Exhibit (h)(4) April 16, 2008 State Street Bank and Trust Company Legal Department, LCC/6 Two Avenue de Lafayette Boston, MA 02111 Ladies and Gentlemen: This letter agreement serves to amend our administration agreement, between Laudus Trust, Laudus...
Laudus Institutional Trust • April 18th, 2008

This letter agreement serves to amend our administration agreement, between Laudus Trust, Laudus Variable Insurance Trust and State Street Bank and Trust Company dated October 1, 2005 (the "Agreement"). The parties wish to amend the Agreement to change the name of a party and the state under which that party was organized: Laudus Variable Insurance Trust, a Massachusetts business trust, is hereby changed to Laudus Institutional Trust, a Delaware statutory trust.

September 19, 2008 ALPS Distributors, Inc. Attn: General Counsel 1625 Broadway, Suite 2200 Denver, CO 80202 Re: Amendment to Schedule B Dear Sir or Madam:
Laudus Institutional Trust • May 21st, 2010

This letter agreement serves to amend our distribution agreement, between Laudus Trust, Laudus Institutional Trust (formerly Laudus Variable Insurance Trust), Charles Schwab Investment Management, Inc. and ALPS Distributors, Inc. dated October 1, 2005 (the “Agreement”).

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