INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this 26th day of March, 2009, by and between, Xxxxxxx Xxxxxx
Investment Management, Inc. (“CSIM”), and UBS Global Asset Management (Americas) Inc.
(“Sub-Adviser”).
WHEREAS, Laudus Trust, a Massachusetts business 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 agreement with CSIM pursuant to which
CSIM acts as investment manager to Company (“Management Agreement”); and
WHEREAS, CSIM, acting with the approval of Company, wishes to retain Sub-Adviser to provide
discretionary investment advisory services (“Services”) with respect to the assets of 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”), and Sub-Adviser is willing 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 the 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 that are not otherwise available to Fund
Parties, 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 reasonable 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 call 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) Upon request, Sub-Adviser will provide reasonable assistance to CSIM 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 to the extent reasonably practicable
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 and deliver to the Sub-Adviser in writing, with Sub-Adviser’s compliance to begin
as soon as practicable following delivery; (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, as amended (“Advisers Act”); (vi) any exemptive or
other relief granted by the SEC, the terms of which are provided to the Sub-Adviser in writing;
(vii) the Internal Revenue Code of 1986, as amended (“Code”); (viii) the Commodities and Exchange
Act, as amended (“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, or custodian fees and expenses) purchased or sold for a Fund.
(g) The services of the Sub-Adviser hereunder are not to be deemed exclusive, and the
Sub-Adviser shall be free to render similar services to others and to engage in other activities
consistent with applicable laws. CSIM and the Sub-Adviser recognize and agree that the Sub-Adviser
may provide advice to or take action with respect to other clients, which advice or action,
including the timing and nature of such action, may differ from or be identical to advice given or
action taken with respect to the Fund. The Sub-Adviser and its directors, officers, agents and
employees (collectively, “Employees”) shall not be limited or restricted from buying, selling or
trading any securities for its or their own accounts or the accounts of others for whom it or they
may be acting, provided, however, that the Sub-Adviser will undertake no activities which are in
violation of its fiduciary duties to the Fund under this Agreement; and provided further that the
Adviser will adhere to a code of ethics governing employee trading and trading for proprietary
accounts that conforms to the applicable requirements of the 1940 Act and the Advisers Act and
which has been approved by the Company’s Board of Trustees
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 promptly furnish to Sub-Adviser current and complete copies of, and any
revisions or amendments to, the Declaration of Trust and By-laws of Company, and the Prospectus and
SAI.
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
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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.
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 in
writing 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 provided to the Sub-Adviser
in writing 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
relating to Managed Assets 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 affiliated with Sub-Adviser by reason other than
the Sub-Adviser’s relationship with the Fund). 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 affiliated with Sub-Adviser by reason other than the Sub-Adviser’s relationship
with the Fund). 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
affiliated with Sub-Adviser by reason other than the Sub-Adviser’s relationship with the Fund) 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 may 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, as may be amended from time to time. Such compensation will be paid at the times and on the
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terms set forth in Schedule B. All rights of compensation under this Agreement for Services
performed as of the termination date will survive the termination of this 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.
Sub-Adviser will make available to Fund Parties any economic, statistical and investment services
and reports that Sub-Adviser makes available to its other institutional clients.
(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
commercially reasonable.
(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 (i) registered as an investment
adviser under the Advisers Act and will continue to be so registered for so long as this Agreement
remains in effect; (ii) not prohibited by the 1940 Act or the Advisers Act from performing the
services contemplated by this Agreement; (iii) in compliance with any other applicable federal or
state requirement, or the applicable requirements of any regulatory or industry self-regulatory
agency necessary to be met in order to perform the services contemplated by this Agreement; and
(iv) authorized to enter into and perform the services contemplated by this Agreement. 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. STATUS OF CSIM. CSIM is and will continue to be (i) registered as an investment adviser under
the Advisers Act and will continue to be so registered for so long as this Agreement remains in
effect; (ii) not prohibited by the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) in compliance with any other applicable federal or state
requirement, or the applicable requirements of any regulatory or industry self-regulatory agency
necessary to be met in order to perform the services contemplated by this Agreement; and (iv)
authorized to enter into and perform the services contemplated by this Agreement.
10. CODE OF ETHICS. Sub-Adviser will furnish to Fund Parties a current copy of its code of ethics
that complies with the applicable 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.
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11. 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 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 that is not
otherwise available to Fund Parties. 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 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.
12. 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 12
will be deemed a waiver or limitation of any obligation or duty that may not by law be waived or
limited.
13. 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 material breach of this Agreement.
14. 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 (with such exceptions as may be provided in the Confidentiality Agreement),
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
5
(b) customer information which will be held in strict confidence in perpetuity and which will be used
only in connection with this Agreement 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 no event, shall this Section limit the Sub-Adviser’s
ability to make investment decisions and execute transactions for client accounts or for Employees
to execute transactions in accordance with the Sub-Adviser’s Code of Ethics. In the event any of
the provisions of the Confidentiality Agreement conflict with any of the provisions of this
Agreement, the latter will control.
15. 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.
16. DURATION AND TERMINATION.
(a) This Agreement will become effective for each Fund upon its approval by the Trustees,
without approval by the shareholders. This Agreement will remain in effect until two years from
the date of its effectiveness, and thereafter, for periods of one year so long as such continuance
thereafter is specifically approved at least annually (i) by the vote of a majority of those
Trustees who are not parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees, or
by the vote of a majority of the outstanding voting securities of the Fund; provided, however, that
if the shareholders of a Fund fail to approve the Agreement as provided herein, Sub-Adviser may
continue to serve hereunder in the manner and to the extent permitted by the 0000 Xxx. The
foregoing requirement that continuance of this Agreement be “specifically approved at least
annually” will be construed in a manner consistent with the 1940 Act.
(b) This Agreement may be terminated at any time, without cause and without payment of penalty
by the Company or the Trustees, by the Company, 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 60 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 not be terminated by the Sub-Adviser prior to [July 13,] 2011 except
“with cause”. As used in this Section 16(c), “with cause” means: (i) any material breach of the
Agreement by Fund Parties or Schwab Parties; (ii) any federal or state regulatory violation by Fund
Parties or Schwab Parties; and (iii) any material financial or other impairment that in the
reasonable judgment of Sub-Adviser impairs Fund Parties’ or Schwab Parties’ ability to perform
under the terms of the Agreement. Thereafter, 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.
6
(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 16, 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.
17. 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 Xxxxxxxxxx Xxxxxx | ||||
| Xxx Xxxxxxxxx, XX 00000 | ||||
| Attention: Treasurer and Principal Financial Officer | ||||
| Telephone: (000) 000-0000 | ||||
| Facsimile: (000) 000-0000 | ||||
| Sub-Adviser: | UBS Global Asset Management (Americas) Inc. | |||
| Xxx Xxxxx Xxxxxx | ||||
| Xxxxxxx, XX 00000 | ||||
| Attention: Xxxx X. Xxxxxx | ||||
| Telephone: | ||||
| Facsimile: |
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) 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 16, this Agreement binds and inures to the benefit of the
parties, their successors and assigns. This Agreement may be executed in more than one counterpart
7
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 Trust and its Trustees, as Trustees but not individually or
personally, acting under a Third Amended and Restated Declaration of Trust dated September 28,
2007. A copy of the Certificate of Trust of Company is on file with the Secretary of State of the
Commonwealth of Massachusetts. 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.
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/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | President and Chief Executive Officer | |||
UBS Global Asset Management (Americas) Inc.
| By: | /s/ Xxxxxx X. XxXxxxx | |||
| Name: | Xxxxxx X. XxXxxxx | |||
| Title: | Managing Director | |||
List of Schedules
Schedule A — Funds
Schedule B — Fees
Schedule C — Mutual Confidentiality and Non-Disclosure Agreement
Schedule D — Not applicable
Schedule B — Fees
Schedule C — Mutual Confidentiality and Non-Disclosure Agreement
Schedule D — Not applicable
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SCHEDULE A
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
FUND(S)
Laudus Growth Investors US Large Cap Growth Fund
Effective Date of this Schedule A: March 26, 2009
9
SCHEDULE B
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
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”). Fees will be paid within 30 days following the end of each
calendar quarter.
COMPANY PERCENTAGE
Laudus Growth Investors US Large Cap Growth Fund
35 Basis Points on the first $100 Million
33 Basis Points on amounts over $100 Million to $250 Million
30 Basis Points on amounts over $250 Million to $500 Million
25 Basis Points on amounts over $500 Million to $1 Billion
23 Basis Points on amounts over $1 Billion to $1.5 Billion
21 Basis Points on amounts over $1.5 Billion to $2 Billion
20 Basis Points on amounts over $2 Billion
33 Basis Points on amounts over $100 Million to $250 Million
30 Basis Points on amounts over $250 Million to $500 Million
25 Basis Points on amounts over $500 Million to $1 Billion
23 Basis Points on amounts over $1 Billion to $1.5 Billion
21 Basis Points on amounts over $1.5 Billion to $2 Billion
20 Basis Points on amounts over $2 Billion
Effective Date of this Schedule B: March 26, 2009
10
SCHEDULE C
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
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: March 26, 2009
11
SCHEDULE D
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
Not Applicable
Effective Date of this Schedule D: March 26, 2009
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