LAUDUS TRUST FORM OF MANAGEMENT CONTRACT
FORM OF MANAGEMENT CONTRACT
Management Contract executed as of , between LAUDUS TRUST, a Massachusetts business
trust (the “Trust”), on behalf of the Laudus Growth Investors U.S. Large Cap Growth Fund (the
“Fund”), and XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC., a Delaware corporation (the “Manager”).
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST.
(a) Subject always to the control of the trustees of the Trust (the “Trustees”) and to such
policies as the Trustees may determine, the Manager will, at its expense, (i) furnish continuously
an investment program for the Fund and will make investment decisions on behalf of the Fund and
place all orders for the purchase and sale of its portfolio securities, and (ii) furnish all
necessary office space and equipment, provide bookkeeping and clerical services required to perform
its duties in clause (i) above and pay all salaries, fees and expenses of the Trustees and officers
of the Trust who are affiliated persons of the Manager. In the performance of its duties, the
Manager will comply with the provisions of the Third Amended and Restated Agreement and Declaration
of Trust and By-laws of the Trust, each as amended from time to time, and the Fund’s stated
investment objectives, policies and restrictions.
(b) In the selection of brokers, dealers or futures commissions merchants (collectively,
“brokers”) and the placing of orders for the purchase and sale of portfolio investments for the
Fund, the Manager shall seek to obtain the most favorable price and execution available, except to
the extent it may be permitted to pay higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to obtain for the Fund the most favorable
price and execution available, the Manager, bearing in mind the Fund’s best interests at all times,
shall consider all factors it deems relevant, including, by way of illustration, the price, the
size of the transaction, the nature of the market for the security, the amount of the commission,
the timing of the transaction taking into account market prices and trends, the reputation,
experience and financial stability of the broker involved and the quality of service rendered by
the broker in other transactions. Subject to such policies as the Trustees may determine, the
Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this
Contract or otherwise solely by reason of its having caused the Trust to pay, on behalf of the
Fund, a broker that provides brokerage and research services to the Manager or any affiliated
person of the Manager an amount of commission for effecting a portfolio investment transaction in
excess of the amount of commission another broker would have charged for effecting that
transaction, if the Manager determines in good faith that such amount of commission was reasonable
in relation to the value of the brokerage and research services provided by such broker, viewed in
terms of either that
particular transaction or the Manager’s overall responsibilities with respect to the Fund and to
other clients of the Manager and any affiliated person of the Manager as to which the Manager or
any affiliated person of the Manager exercises investment discretion.
(c) Notwithstanding Section 1(a) above and subject to the provisions of the Third Amended and
Restated Agreement and Declaration of Trust of the Trust, and all amendments thereto, and the
Investment Company Act of 1940, as amended (the “1940 Act”), the Manager, at its expense, may
select and contract with an investment sub-adviser (the “Subadviser”) for the Fund to perform,
subject to the supervision of the Manager, some or all of the services for which it is responsible
pursuant to paragraphs
(a) and (b) of this Section 1 (including, but not limited to, the selection of brokers). The
Manager will compensate the Subadviser for its services to the Fund.
(d) The Manager shall not be obligated to pay any expenses of or for the Trust or of or for the
Fund not expressly assumed by the Manager pursuant to this Section 1 other than as provided in
Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and employees of the Trust
may be a shareholder, partner, director, officer or employee of, or be otherwise interested in, the
Manager, and in any person controlling, controlled by or under common control with the Manager, and
that the Manager and any person controlling, controlled by or under common control with the Manager
may have an interest in the Trust. It is also understood that the Manager and persons controlling,
controlled by or under common control with the Manager have and may have advisory, management
service, distribution or other contracts with other organizations and persons, and may have other
interests and businesses.
3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Fund will pay to the Manager as compensation for the Manager’s services
rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to
Section 1, a fee, computed and paid monthly at the annual rate (based on the number of days elapsed
through the end of the month) of 0.70 basis points of the Fund’s net assets from $0 up to $500
million, 0.65 basis points of the Fund’s net assets from $500 million up to $1 billion, 0.60 basis
points of the Fund’s net assets from $1 billion up to $1.5 billion, 0.575 basis points of the
Fund’s net assets from $1.5 billion up to $2 billion and 0.55 basis points of the Fund’s net assets
over $2 billion, each as of the last business day of the month. Such fee shall be payable for each
month within five (5) business days after the end of such month.
In the event that the expenses of the Fund exceed any expense limitation which the Manager
may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund,
subject to such terms and conditions as the Manager may prescribe in such notice, the compensation
due the Manager shall be reduced, and, if necessary, the Manager shall bear the Fund’s expenses to
the extent required by such expense limitation. If the Manager shall serve for less than the whole
of a month, the foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any penalty, in the event
of its assignment (as defined in the 1940 Act); and this Contract shall not be materially amended
unless such amendment is approved by the affirmative vote of a majority of the outstanding shares
of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees who are not interested persons of the Trust or of the
Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall continue in effect
until and thereafter for successive
annual periods, provided that such continuance is specifically approved at least annually (a) by
the affirmative vote of a majority of the outstanding shares of the Fund or by the Trust’s Board of
Trustees, and (b) by the vote of a majority of the Trust’s trustees who are not parties to this
agreement or “interested persons” (as defined in the 0000 Xxx) of any such party, cast in person at
a meeting called for the purpose of voting on such approval, or (c) as otherwise permitted by the
1940 Act or the rules and regulations thereunder.
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This Contract may be terminated at any time by a vote of a majority of the Fund’s outstanding
voting securities or by a vote of a majority of the Trust’s entire Board of Trustees on 60 days’
written notice to the Manager or by the Manager on 60 days’ written notice to the Trust. Unless
terminated automatically as set forth in Section 4, this Agreement may only be terminated in
accordance with the provisions of this Section 5.
If the continuance of this Contract is submitted to the shareholders of the Fund for their
approval and such shareholders fail to approve such continuance of this Contract as provided
herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act and
the rules and regulations thereunder.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the “affirmative vote of a majority of the outstanding
shares” of the Fund means the affirmative vote, at a duly called and held meeting of shareholders,
(a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the
Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of
more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is
less.
For the purposes of this Contract, the terms “affiliated person,” “control,” “interested
person” and “assignment” shall have their respective meanings defined in the 1940 Act and the rules
and regulations thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act; the term “specifically approve at least
annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations
thereunder; and the term “brokerage and research services” shall have the meaning given in the 1934
Act and the rules and regulations thereunder.
7. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross negligence on the part of the
Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be
subject to any liability to the Trust, to the Fund or to any shareholder, officer, director or
Trustee thereof, for any act or omission in the course of, or connected with, rendering services
hereunder.
8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Third Amended and Restated Agreement and Declaration of Trust of the Trust an
all amendments thereto are on file with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on behalf of the
Trustees as Trustees and not individually and that the obligations of this instrument are not
binding upon any of the Trustees or shareholders individually but are binding only upon the assets
and property of the Fund.
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IN WITNESS WHEREOF, LAUDUS TRUST and XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC. have each caused
this instrument to be signed in duplicate on its behalf by its duly authorized representative, all
as of the day and year first above written.
| XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC. |
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| By: | ||||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | President & CEO | |||
| LAUDUS TRUST |
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| By: | ||||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Chief Financial Officer | |||
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