Exhibit (a)(12)
LAUDUS TRUST
AMENDMENT NO. 11 TO
AGREEMENT AND DECLARATION OF TRUST
The undersigned, being all of the trustees of Laudus Trust, a Massachusetts
business trust created and existing under an Agreement and Declaration of Trust
dated April 1, 1988, as amended and restated (the "Agreement and Declaration of
Trust"), a copy of which is on file in the Office of the Secretary of The
Commonwealth of Massachusetts (the "Trust"), having determined that the creation
of a new series of the Trust and the dissolution of a second series of the Trust
is consistent with the fair and equitable treatment of all Shareholders do
hereby direct that this Amendment No. 11 be filed with the Secretary of The
Commonwealth of Massachusetts and do hereby consent to and adopt the following
amendment to the Agreement and Declaration of Trust:
1. The first sentence of Section 6 of Article III of the Second Amended and
Restated Agreement and Declaration of Trust is amended and restated in its
entirety to read as follows:
"Without limiting the authority of the Trustees set forth in Section 5,
INTER ALIA, to establish and designate any further Series or Classes of Shares
or to modify the rights and preferences of any Series or Class, the "Laudus
Xxxxxxxxx U.S. Small Capitalization Fund" (formerly the AXA Xxxxxxxxx U.S. Small
Capitalization Fund and, prior to that, the Small Capitalization Series),
"Laudus Xxxxxxxxx International Small Capitalization Fund" (formerly the AXA
Xxxxxxxxx International Small Capitalization Fund and, prior to that, the
International Small Capitalization Series), "Laudus Xxxxxxxxx Value Long/Short
Equity Fund" (formerly the AXA Xxxxxxxxx Value Long/Short Equity Fund and, prior
to that, the AXA Xxxxxxxxx Value Market Neutral Fund and, prior to that, the
Xxxx Xxxxxxxxx Market Neutral Fund), "Laudus Xxxxxxxxx U.S. Large/Mid
Capitalization Long/Short Equity Fund" (formerly the AXA Xxxxxxxxx U.S.
Large/Mid Capitalization Long/Short Equity Fund and, prior to that, the AXA
Xxxxxxxxx Select Sectors Market Neutral Fund and, prior to that, the Xxxx
Xxxxxxxxx Select Sectors Market Neutral Fund), "Laudus Xxxxxxxxx U.S. Large
Capitalization Growth Fund" (formerly the AXA Xxxxxxxxx Enhanced 500 Fund),
"Laudus Xxxxxxxxx International Equity Fund" (formerly the AXA Xxxxxxxxx
International Equity Fund), "Laudus Xxxxxxxxx Global Long/Short Equity Fund"
(formerly the AXA Xxxxxxxxx Global Long/Short Equity Fund and, prior to that,
the AXA Xxxxxxxxx Multi-Strategy Market Neutral Fund), "Laudus Xxxxxxxxx U.S.
Discovery Fund" (formerly the AXA Xxxxxxxxx U.S. Discovery Fund), "Laudus
Xxxxxxxxx U.S. Large Capitalization Fund" (formerly the AXA Xxxxxxxxx U.S. Large
Capitalization Fund), "Laudus Xxxxxxxxx U.S. Long/Short Equity Fund" (formerly
the AXA Xxxxxxxxx U.S. Long/Short Equity Fund and, prior to that, the AXA
Xxxxxxxxx U.S. Market Neutral Fund), and "Laudus Xxxxxxxxx U.S. Large
Capitalization Value Fund" shall be, and are hereby, established and designated,
and with respect to the Laudus Xxxxxxxxx Small Capitalization Fund, the
Institutional Shares Class, Adviser Shares Class and Investor Shares Class,
which may be issued by such Series from time to time, shall be, and are hereby,
established and designated, and with
respect to the Laudus Xxxxxxxxx International Small Capitalization Fund, Laudus
Xxxxxxxxx Value Long/Short Equity Fund, Laudus Xxxxxxxxx U.S. Large/Mid
Capitalization Long/Short Equity Fund, Laudus Xxxxxxxxx U.S. Large
Capitalization Growth Fund, Laudus Xxxxxxxxx International Equity Fund, Laudus
Xxxxxxxxx Global Long/Short Equity Fund, Laudus Xxxxxxxxx U.S. Discovery Fund,
Laudus Xxxxxxxxx U.S. Large Capitalization Fund, Laudus Xxxxxxxxx U.S.
Long/Short Equity Fund, and Laudus Xxxxxxxxx U.S. Large Capitalization Value
Fund, the Institutional Shares Class and Investor Shares Class, which may be
issued by each such Series from time to time, shall be, and are hereby,
established and designated, all of which Classes shall have the respective
rights and preferences as set forth in the Plan attached as Exhibit 3.6 hereto
as such Plan may be amended from time to time by the Board of Trustees."
The foregoing amendment shall become effective upon execution by the undersigned
trustees. This amendment may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
one instrument.
In addition, Amendment No. 9 to the Agreement and Declaration of Trust, as filed
with the Secretary of State on March 30, 2004 is hereby redesignated as
Amendment No. 10 to the Agreement and Declaration of Trust.
IN WITNESS WHEREOF, each of the undersigned Trustees as aforesaid do hereto
set their hands this 30th day of July, 2004.
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/s/ Xxxxxxxx Xxxxxxxxxx
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/s/ Xxxx X. Xxxxxxxxx
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XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
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