0000950123-09-053190 Sample Contracts

LAUDUS TRUST MANAGEMENT CONTRACT
Management Contract • October 26th, 2009 • Laudus Trust

Management Contract executed as of March 26, 2009, 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 CHARLES SCHWAB INVESTMENT MANAGEMENT, INC., a Delaware corporation (the “Manager”).

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LAUDUS TRUST AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 26th, 2009 • Laudus Trust

This Agreement, dated as of August 12, 2009, is made and entered into by and between Charles Schwab Investment Management, Inc. (the “Adviser”) and Laudus Trust (the “Trust”) on behalf of each series of the Trust listed on Schedule A hereto, as may be amended from time to time (each a “Fund” and collectively the “Funds”).

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