INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
Exhibit (d)(3)
AGREEMENT made this 12th day of July, 2011, by and between, Xxxxxxx Xxxxxx Investment
Management, Inc. (“CSIM”), and Mondrian Investment Partners Limited (“Sub-Adviser”).
WHEREAS, Laudus Institutional Trust, a Delaware statutory trust (“Company”), is an open-end,
management investment company registered under the Investment Company Act of 1940 (“1940 Act”),
consisting of several series, each having its own investment objective and policies; and
WHEREAS, Company has entered into an Investment Advisory and Administration Agreement with
CSIM pursuant to which CSIM acts as investment manager to Company (“Management Agreement”);
WHEREAS, CSIM, acting with the approval of Company, previously retained the Sub-Adviser to
provide discretionary investment advisory services (“Services”) with respect to each series
identified on Schedule A hereto, as may be amended from time to time, (each a “Fund”), together
with all income earned on those assets and all realized and unrealized capital appreciation related
to those assets (for each Fund, the “Managed Assets) pursuant to the Investment Sub-Advisory
Agreement dated March 31, 2008 (“Prior Subadvisory Agreement”); and
WHEREAS, CSIM wishes to retain the Sub-Adviser to continue providing the Services and
Sub-Adviser is willing to continue to render the Services.
NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties agree as
follows:
1. APPOINTMENT. CSIM appoints Sub-Adviser to provide the Services for the period and term set
forth in this Investment Sub-Advisory Agreement (“Agreement”). Sub-Adviser accepts such
appointment and agrees to render the Services as provided herein.
2. DUTIES OF SUB-ADVISER.
(a) Subject to supervision of the Company, the Board of Trustees (“Trustees”) and CSIM
(collectively “Fund Parties”), Sub-Adviser shall be responsible for managing the investment and
reinvestment of the Managed Assets and determine in its discretion, the securities and other
property to be purchased or sold and the portion of the Managed Assets to be retained in cash.
Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in
providing investment advisory services to other fiduciary accounts for which it has investment
responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Adviser’s
activities that Fund Parties are required to maintain, and regular reports concerning Sub-Adviser’s
performance of the Services.
(b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy
solicitation materials and will exercise any voting rights associated with securities comprising
the Managed Assets pursuant to its proxy voting policy and guidelines.
(c) Sub-Adviser will provide assistance to Company, ALPS Distributors, Inc. (“Distributor”)
and CSIM (collectively “Schwab Parties”), as may be reasonably requested by such parties, in
connection with the general offering, sale and marketing of Fund shares. Such assistance will
include, without limitation: (i) periodic review of general offering, marketing and sales
materials; and (ii) quarterly conference calls by Sub-Adviser portfolio management staff with CSIM
fund management professionals; (iii) annual participation by Sub-Adviser portfolio management staff
in educational activities regarding Sub-
Adviser’s investment style, market views and performance results including, but not limited to, web
casts or other technology-based communication media; (iv) periodic provision of discussion,
analysis and commentary and market and performance data for filings with the Securities and
Exchange Commission (“SEC”); and (v) such other assistance as mutually agreed to by CSIM and
Sub-Adviser. Schwab parties may use the names, trade names, trademarks, service marks, artwork,
designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and
marketing of Fund shares, subject to the written approval of Sub-Adviser, which will not be
unreasonably withheld.
(d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide
assistance in determining, in good faith, the fair value of any securities of the Managed Assets
for which market quotations are not readily available in accordance with guidelines and procedures
adopted by the Trustees. In addition, Sub-Adviser will assist the Company’s pricing agent with
arranging for the provision of market values from at least two parties independent of Sub-Adviser
with respect to any securities of the Managed Assets for which the Company’s pricing agent does not
obtain prices in the ordinary course of business from an automated pricing service.
(e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of
Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time
to time establish; (ii) Company’s Prospectus and Statement of Additional Information (“Prospectus
and SAI”); (iii) Company’s Declaration of Trust and By-Laws; (iv) 1940 Act; (v) the Investment
Advisers Act of 1940 (“Advisers Act”); (vi) any exemptive or other relief granted by the SEC; (vii)
the Internal Revenue Code of 1986 (“Code”); (viii) the Commodities and Exchange Act (“CEA”); and
(ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus
and SAI will control.
(f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office
space, furnishings and equipment and the personnel required by it to perform the Services on the
terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of
securities, commodities, and other investments (including brokerage commissions and other
transaction charges, if any) purchased or sold for a Fund.
3. DUTIES OF CSIM. CSIM will continue to have responsibility for all services to be provided to a
Fund pursuant to the Management Agreement and will oversee and review Sub-Adviser’s performance of
the Services. CSIM will furnish to Sub-Adviser current and complete copies of the Declaration of
Trust and By-laws of Company, and the current Prospectus and SAI as those documents may be amended
from time to time.
4. CUSTODY. Company will designate one or more custodians to hold the Managed Assets (“Custodian”)
in the name of each Fund. Each custodian will be responsible for the custody, receipt and delivery
of securities and other assets of a Fund including the Managed Assets, and Sub-Adviser will have no
authority, responsibility or obligation with respect to the custody, receipt or delivery of
securities or other assets of a Fund. In the event that any cash or securities of a Fund are
delivered to Sub-Adviser, Sub-Adviser will promptly deliver the same to the Custodian for the
benefit of and in the name of Fund. Sub-Adviser will provide to the Custodian and Fund Accountant
on each business day, information relating to all transactions in the Managed Assets and will
provide such information to Fund Parties upon request. Sub-Adviser will make all reasonable
efforts to notify Custodian and Fund Accountant of all orders to brokers for the Managed Assets by
9:00 am EST on the day following the trade date and will affirm the trade to the Custodian and Fund
Accountant before the close of business one business day after the trade date.
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5. PORTFOLIO TRANSACTIONS.
(a) Sub-Adviser is authorized to select brokers or dealers that will execute the purchases and
sales of portfolio securities and other property for a Fund in a manner that implements the policy
with respect to brokerage set forth in the Prospectus and SAI, or as Fund Parties may direct from
time to time, and in conformity with the federal securities laws.
(b) In effecting transactions for a Fund and selecting brokers or dealers, Sub-Adviser will
use its best efforts to seek best execution on behalf of the Fund. In assessing best execution for
any transaction, Sub-Adviser will consider any factors that it deems relevant, including price paid
for the security, commission paid for the transaction, clearance, settlement, reputation, financial
strength and stability, efficiency of execution and error resolution, block trading and block
positioning capabilities, willingness to execute related or unrelated difficult transactions and
order of call.
(c) Consistent with any policies established by Fund Parties and in compliance with the
Prospectus and SAI and 1940 Act, Sub-Adviser is authorized, in its discretion, to utilize the
services of a broker or dealer that provides brokerage or research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934).
(d) In no instance will Sub-Adviser cause Managed Assets to be purchased from or sold to
Distributor, CSIM, Sub-Adviser or any affiliated person of either Company, Distributor, CSIM, or
Sub-Adviser (collectively “Related Parties”), except to the extent permitted by the 1940 Act or any
exemptive or other relief granted by the SEC. Sub-adviser will not execute any transactions with
brokers or dealers that are Related Parties without the prior written approval of CSIM. CSIM shall
periodically provide Sub-Adviser with a list of all Related Parties in writing (other than parties
that are affiliates of Sub-Adviser). Sub-Adviser shall have no obligation to independently
determine whether a party may be a Related Party (other than parties that are Related Parties by
being an affiliate of Sub-Adviser). Sub-Adviser shall have no liability whatsoever in the event
that it engages in a transaction with a party that is actually a Related Party (other than a
Related Party that is an affiliate of Sub-Adviser) but did not appear on the list of Related
Parties most recently provided by CSIM to Sub-Adviser.
(e) Provided that Fund Parties have not prohibited the aggregation of orders for purchase or
sale of Managed Assets with similar orders being made concurrently for other accounts managed by
Sub-Adviser and notified Sub-Adviser in writing of such prohibition, consistent with any policies
established by Sub-Adviser, Sub-Adviser may aggregate such orders, if, in Sub-Adviser’s reasonable
judgment, such aggregation will result in an overall economic benefit to Fund, taking into
consideration the transaction price, brokerage commission and other expenses.
6. COMPENSATION OF SUB-ADVISER. For the Services provided and expenses assumed by Sub-Adviser
under this Agreement, CSIM will pay to Sub-Adviser compensation at the rate specified in Schedule
B, which is the same as the compensation payable under the Prior Subadvisory Agreement. Such
compensation earned under this Agreement for each Fund shall be held in an interest-bearing escrow
account with the Funds’ custodian or a bank until such time that (i) a majority of the Fund’s
outstanding voting securities approve an investment advisory contract with the Sub-Adviser, when
all compensation in the escrow account (including interest earned) shall be paid to the
Sub-Adviser, or (ii) a majority of the Fund’s outstanding voting securities do not approve an
investment advisory contract with the Sub-Adviser, when the Sub-Adviser shall receive the lesser of
(a) all costs incurred in performing the interim contract (plus interest earned on that amount
while in escrow) or (b) the total amount in the escrow account (plus interest earned); provided
however, that such payment shall occur upon the termination of this Agreement, unless any extension
of this Agreement is permitted in accordance with applicable law. All rights of compensation under
this Agreement for Services performed as of the termination date will survive the termination of
this
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Agreement. Except as otherwise prohibited by law or regulation, Sub-Adviser may, in its
discretion, from time to time, waive a portion of its compensation.
7. REPORTS.
(a) Sub-Adviser will provide written quarterly reports to Fund Parties regarding the Managed
Assets. CSIM will reasonably specify the information to be included in such quarterly reports.
Although Sub-Adviser does not currently provide any economic, statistical or investment services to
clients other than asset management services, in the event that Sub-Adviser does provide such
services to its other institutional clients, it shall make such services available to the Fund
Parties.
(b) Sub-Adviser will promptly communicate to Fund Parties any information relating to
transactions in the Managed Assets, as Fund Parties may reasonably request.
(c) Sub-Adviser will promptly notify Fund Parties of any financial or regulatory condition
that is likely to impair the ability of Sub-Adviser to perform the Services. In addition,
Sub-Adviser will promptly notify Fund Parties of any intended change in control of Sub-Adviser and
of any intended change in portfolio or senior management, as far in advance of such change as
possible.
(d) Sub-Adviser will make its officers and employees available to meet with Fund Parties at
such times and places, as Fund Parties may reasonably request, including at quarterly and special
meetings of the Trustees in San Francisco, California.
8. STATUS OF SUB-ADVISER. Sub-Adviser is and will continue to be registered under the Advisers
Act. Sub-Adviser is and will continue to be an independent contractor and, unless otherwise
expressly provided or authorized, has no authority to act for or represent Company in any way or
otherwise act as agent of Company.
9. CODE OF ETHICS. Sub-Adviser will furnish to Fund Parties a current copy of its code of ethics
that complies with the requirements of Rule 17j-1 under the 1940 Act. Upon written request of CSIM,
Sub-Adviser will permit Fund Parties to examine the reports made by Sub-Adviser pursuant to Rule
17j-1 and other records relevant to Sub-Adviser’s code of ethics. Sub-Adviser will provide an
annual certification to Fund Parties certifying that there have been no material violations of
Sub-Adviser’s code of ethics or, if such violations have occurred, that appropriate actions have
been taken in response to such violations.
10. CERTAIN RECORDS.
(a) Sub-Adviser will maintain all books and records with respect to transactions involving the
Managed Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of
Rule 31a-1 under the 1940 Act. Sub-Adviser will provide to Fund Parties periodic and special
reports, balance sheets, profitability analyses, financial information, and such other information
with regard to Sub-Adviser’s affairs, as Fund Parties may reasonably request, including any
information requested by Fund Parties to assist the Trustees in evaluating the terms of this
Agreement and any renewal thereof under Section 15(c) of the 0000 Xxx.
(b) Sub-Adviser will keep the books and records relating to the Managed Assets required to be
maintained by Sub-Adviser under this Agreement and will timely furnish to Fund Parties all
information relating to Sub-Adviser’s Services under this Agreement needed by Fund Parties to keep
the other books and records of the Company required by Rule 31a-1 under the 1940 Act. Sub-Adviser
will also furnish to Fund Parties any other information relating to the Managed Assets that must be
filed by Company with the SEC or sent to shareholders under the 1940 Act, and any exemptive or
other relief granted by the
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SEC. Fund Parties shall obtain the prior written consent of Sub-Adviser before including
information regarding the Sub-Adviser in any document that is required to be filed with the SEC or
required to be sent to shareholders, which approval will not be unreasonably withheld. Sub-Adviser
agrees that all records that it maintains on behalf of Company are property of Company and
Sub-Adviser will surrender promptly to Company any of such records upon Fund Parties’ request;
provided, however, Sub-Adviser may retain a copy of such records. In addition, Sub-Adviser will
preserve for the periods prescribed by Rule 31a-2 under 1940 Act any such records as are required
to be maintained by it pursuant to this Agreement, and will transfer said records to CSIM.
11. LIMITATION OF LIABILITY OF SUB-ADVISER. Sub-Adviser will not be liable for any claims,
liabilities, damages, costs or losses (“collectively” claims) arising out of this Agreement, except
to the extent such claims arise out of: (a) Sub-Adviser’s negligence, bad faith or willful
misfeasance; or (b) Sub-Adviser’s material breach of this Agreement. Nothing in this Section 11
will be deemed a waiver or limitation of any obligation or duty that may not by law be waived or
limited.
12. INDEMNIFICATION.
(a) Sub-Adviser will indemnify and hold harmless Fund Parties, their affiliates and their
respective employees, officers and directors from and against all claims arising out of this
Agreement to the extent such claims arise out of: (i) Sub-Adviser’s negligence, bad faith or
willful misfeasance; or (ii) Sub-Adviser’s material breach of this Agreement.
(b) CSIM will indemnify and hold harmless Sub-Adviser, its affiliates, and their respective
employees, officers and directors from and against all claims arising out of this Agreement, except
to the extent such claims arise out of: (i) Sub-Adviser’s negligence, bad faith or willful
misfeasance; or (ii) Sub-Adviser’s breach of this Agreement.
13. CONFIDENTIALITY. 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 Fund’s 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.
14. PUBLICITY. During and after the term of this Agreement, neither the Schwab Parties nor
Sub-Adviser will make any media release or other public announcement relating to this Agreement
without the other party’s prior written consent. Sub-Adviser will acquire no right to use, and
will not use, without Schwab Parties’ prior written consent, with respect to each use, the terms or
existence of this Agreement, the names, trade names, trademarks, service marks, artwork, designs,
or copyrighted materials of Schwab Parties or their affiliates in any sales or advertising
materials, press releases, client lists, presentations, promotions or other publicity related
materials or media.
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15. DURATION AND TERMINATION.
(a) This Agreement will become effective for each Fund upon the date of the termination of the
Prior Subadvisory Agreement and will remain in effect for no more than 150 days following the date
on which the Prior Subadvisory Agreement terminates.
(b) This Agreement may be terminated at any time, without cause and without payment of any
penalty by Fund Parties, by vote of a majority of the Trustees or by vote of a majority of the
outstanding voting securities of a Fund on not more than 10 days’ written notice to the
Sub-Adviser, or by CSIM upon 90 days’ written notice to Sub-Adviser. In addition, this Agreement
may be terminated, with cause, by CSIM at any time, without payment of any penalty by Fund Parties,
upon written notice to Sub-Adviser. As used herein, “with cause” means: (i) any material breach of
the Agreement by Sub-Adviser; (ii) any federal or state regulatory violation by Sub-Adviser; and
(iii) any material financial or other impairment that in the reasonable judgment of CSIM impairs
Sub-Adviser’s ability to perform the Services.
(c) This Agreement may be terminated by the Sub-Adviser at any time, without cause and without
payment of any penalty, upon 90 days’ written notice to CSIM.
(d) This Agreement will automatically and immediately terminate in the event of its assignment
or in the event of the termination of the Management Agreement.
(e) Any termination of this Agreement in accordance with the terms hereof will not affect the
obligations or liabilities accrued prior to termination. As used in this Section 15, the terms
“assignment”, “interested persons,” and a “vote of a majority of the outstanding voting securities”
will have the respective meanings set forth in the 1940 Act; subject to such exceptions and other
relief as may be granted by the SEC.
16. NOTICE. All notices required or permitted hereunder will be deemed sufficient upon receipt if
sent by: (a) hand; (b) registered or certified mail, postage prepaid; (c) overnight courier; or (d)
facsimile transmission to the last address furnished by the other party to the party giving notice.
At the outset, such notices will be delivered to the following addresses:
| CSIM: | Xxxxxxx Xxxxxx Investment Management, Inc. | |||
| 000 Xxxx Xxxxxx | ||||
| Xxx Xxxxxxxxx, XX 00000 | ||||
| Attention: Treasurer and Principal Financial Officer | ||||
| Telephone: (000) 000-0000 | ||||
| Facsimile: (000) 000-0000 | ||||
| Sub-Adviser: | Mondrian Investment Partners Limited | |||
| Street Address: 00 Xxxxxxx Xx., 0xx Xxxxx | ||||
| Xxxx and Zip Code: Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx | ||||
| Attention: Managing Director | ||||
| Telephone: x00-00-0000-0000 | ||||
| Facsimile: x00-00-0000-0000 |
17. NONCOMPETE PROVISIONS. Sub-Adviser is not and will not become a party to any noncompete
agreement or other agreement or arrangement that would restrict, limit or otherwise interfere with
the ability of Schwab Parties and their affiliates to employ or engage any person or entity, now or
in the future, to provide investment advisory or other services.
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18. SEVERABILITY. If any provision of this Agreement will be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.
19. GOVERNING LAW. This Agreement will be construed in accordance with the laws of the State of
California and the applicable provisions of the 1940 Act. To the extent that the applicable laws
of the State of California, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter will control. Any legal action or proceeding arising out of
this Agreement will be brought only in the courts of the State of California located in the City
and County of San Francisco or in the United States District Court for the Northern District of
California. Each party will submit to the jurisdiction of such courts and venue in such courts and
will waive any claims that such courts lack jurisdiction or are inconvenient forums.
20. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement and understanding between the parties
relating to the Services. Any prior agreements, promises or representations not expressly set
forth in this Agreement are of no force and effect. No waiver or modification of this Agreement
will be effective unless reduced to writing and signed by the party to be charged. No failure to
exercise and no delay in exercising on the part of any party hereto of any right, remedy, power or
privilege hereunder will operate as a waiver thereof.
(b) This Agreement is entered into on behalf of each Fund severally, and not jointly, with the
express intention that the provisions contained herein will apply separately with respect to each
Fund, as if contained in separate agreements.
(c) Except as set forth in Section 15, this Agreement binds and inures to the benefit of
parties, their successors and assigns. This Agreement may be executed in more than one counterpart
each of which will be deemed an original and both of which, taken together, will be deemed to
constitute one and the same instrument.
(d) Company refers to Laudus Institutional Trust and its Trustees, as Trustees but not
individually or personally, acting under a Declaration of Trust dated January 9, 2008. A copy of
the Certificate of Trust of Company is on file with the Secretary of State of the State of
Delaware. Notice is hereby given that the obligations of Company entered into in the name of or on
behalf of Company by any of its Trustees, representatives or agents are made not individually, but
in such Company capacities. Such obligations are not binding upon any of the Trustees,
shareholders or representatives of Company personally, but bind only the assets of Company
belonging to such Fund for the enforcement of any claims against Company.
(e) As used in this Agreement, any references to any laws (including, without limitation, the
1940 Act, Advisers Act, Code and CEA) incorporate the effects of: (i) any amendments to such laws;
(ii) any rules or regulations promulgated under such laws; and (iii) any interpretations of such
laws, rules or regulations by the applicable regulatory authorities.
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NOW THEREFORE, the parties hereto have caused this Agreement to be executed as of the day and year
first written above.
Xxxxxxx Xxxxxx Investment Management, Inc.
By:
|
/s/ Xxxxxx Xxxxxxx
|
|||
Name:
|
Xxxxxx Xxxxxxx | |||
Title:
|
COO, CFO & SVP |
MONDRIAN INVESTMENT PARTNERS LIMITED
By: |
||||
Name: |
||||
Title: |
List of Schedules
Schedule A — Funds
Schedule B — Fees
Schedule C — Mutual Confidentiality and Non-Disclosure Agreement
Schedule D — Intentionally Deleted
Schedule B — Fees
Schedule C — Mutual Confidentiality and Non-Disclosure Agreement
Schedule D — Intentionally Deleted
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SCHEDULE A
TO THE
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
MONDRIAN INVESTMENT PARTNERS LIMITED
TO THE
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
MONDRIAN INVESTMENT PARTNERS LIMITED
FUND(S)
Laudus Mondrian Institutional Emerging Markets Fund
Laudus Mondrian Institutional International Equity Fund
Laudus Mondrian Institutional International Equity Fund
Effective Date of this Schedule A: July 12, 2011
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SCHEDULE B
TO THE
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
MONDRIAN INVESTMENT PARTNERS LIMITED
TO THE
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
MONDRIAN INVESTMENT PARTNERS LIMITED
FEES
Fees will be accrued each day by applying to the Net Asset Value of the Managed Assets at the end
of that day, the daily rate, using a 365-day year, equivalent to the applicable fee percentage set
forth below (“Company Percentage”). Sub-Adviser represents and warrants that the Company
Percentage now is and in the future will be equal to or less than the applicable fee percentage
payable to Sub-Adviser under any other advisory or sub-advisory agreement for comparable investment
advisory services (each a “Third Party Percentage”). If at any time, the Company Percentage is
greater than any Third Party Percentage, the Company Percentage will be reduced to the lowest Third
Party Percentage, including with respect to any advisory or sub-advisory agreement amended or
entered into by Sub-Adviser after the effective date of this Schedule.
COMPANY PERCENTAGE
Laudus Mondrian Institutional Emerging Markets Fund
65 Basis Points on the first $250 Million
60 Basis Points on amounts over $250 Million
60 Basis Points on amounts over $250 Million
Laudus Mondrian Institutional International Equity Fund
40 Basis Points on the first $250 Million
32.5 Basis Points on amounts over $250 Million
32.5 Basis Points on amounts over $250 Million
Effective Date of this Schedule B: July 12, 2011
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SCHEDULE C
TO THE
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
MONDRIAN INVESTMENT PARTNERS LIMITED
TO THE
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
MONDRIAN INVESTMENT PARTNERS LIMITED
MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
A true and correct copy of the MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT is attached
hereto.
Effective Date of this Schedule C: July 12, 2011
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