Re: Amendment to Schedule A

Ex - (e)(5)

December 9, 2009

ALPS Distributors, Inc.
Attn: General Counsel
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000

Re: Amendment to Schedule A

Dear Sir or Madam:

     This letter agreement serves to amend our distribution agreement, between Laudus Trust, Laudus Institutional Trust, Xxxxxxx Xxxxxx Investment Management, Inc. and ALPS Distributors, Inc. dated October 1, 2005 (the “Agreement”). The parties wish to amend Schedule A to the Agreement. Schedule A has been amended to reflect the consolidation of mutual funds being offered by the Laudus Trust. The Agreement otherwise remains unchanged and shall continue in full force and effect. In the space provided below, please acknowledge your agreement to the foregoing.

		Very truly yours, Laudus Trust Laudus Institutional Trust
		By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Chief Financial Officer & Treasurer

ACKNOWLEDGED AND AGREED TO:
ALPS Distributors, Inc.						Xxxxxxx Xxxxxx Investment Management,
						Inc. (with respect to Section 4 hereof only)
By:		/s/ Xxxxxx X. Xxxxxx				By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxxxx				Name:		Xxxxxxx X. Xxxx
Title:						Title:		President & Chief Executive Officer

AMENDED SCHEDULE A
TO THE
DISTRIBUTION AGREEMENT

December 3, 2009

LAUDUS TRUST

Laudus Growth Investors U.S. Large Cap Growth Fund
Xxxxxx Xxxxxxxxx U.S. Large Capitalization Fund
Xxxxxx Xxxxxxxxx U.S. Discovery Fund
Xxxxxx Xxxxxxxxx International Small Capitalization Fund
Xxxxxx Xxxxxxxxx International Discovery Fund
Laudus Mondrian Emerging Markets Fund
Xxxxxx Xxxxxxxx International Fixed Income Fund
Laudus Mondrian International Equity Fund
Laudus Mondrian Global Equity Fund

LAUDUS INSTITUTIONAL TRUST

Xxxxxx Xxxxxxxx Institutional International Equity Fund
Laudus Mondrian Institutional Emerging Markets Fund