December 3, 2012 ALPS Distributors, Inc. Attn: Tane T. Tyler

December 3, 2012

ALPS Distributors, Inc.

Attn: Xxxx X. Xxxxx

0000 Xxxxxxxx, Xxxxx 0000

Denver, CO 80202

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 November 1, 2011, (the “Agreement”).

The parties wish to amend Schedule A to the Agreement, which has been amended to reflect the liquidation of the Laudus Mondrian Global Equity Fund formerly 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 X. Xxxxxxx
						Name:   Xxxxxx Xxxxxxx
						Title:     CFO and Treasurer
ACKNOWLEDGED AND AGREED TO: ALPS Distributors, Inc.						Xxxxxxx Xxxxxx Investment Management, Inc. (with respect to Section 4 hereof only)
By:		/s/ Xxxx X. Xxxxx				By:		/s/ Xxxxxx X. Xxxxxxx
Name:   Xxxx X. Xxxxx						Name:   Xxxxxx Xxxxxxx
Title:     Assistant Secretary						Title:     SVP, COO & CFO

AMENDED SCHEDULE A

TO THE

DISTRIBUTION AGREEMENT

December 3, 2012

LAUDUS TRUST

Laudus Mondrian Emerging Markets Fund

Laudus Mondrian International Fixed Income Fund

Laudus Mondrian International Equity Fund

Laudus Mondrian Global Fixed Income Fund

Laudus Growth Investors U.S. Large Cap Growth Fund

LAUDUS INSTITUTIONAL TRUST

Xxxxxx Xxxxxxxx Institutional International Equity Fund

Laudus Mondrian Institutional Emerging Markets Fund