0000950123-10-051686 Sample Contracts

LAUDUS INSTITUTIONAL TRUST AMENDED & RESTATED EXPENSE LIMITATION AGREEMENT
Laudus Institutional Trust • May 21st, 2010 • Laudus Institutional Trust

This Agreement, dated as of July 29, 2009, is made and entered into by and between Charles Schwab Investment Management, Inc. (the “Adviser”) and Laudus Institutional 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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September 19, 2008 ALPS Distributors, Inc. Attn: General Counsel 1625 Broadway, Suite 2200 Denver, CO 80202 Re: Amendment to Schedule B Dear Sir or Madam:
Laudus Institutional Trust • May 21st, 2010

This letter agreement serves to amend our distribution agreement, between Laudus Trust, Laudus Institutional Trust (formerly Laudus Variable Insurance Trust), Charles Schwab Investment Management, Inc. and ALPS Distributors, Inc. dated October 1, 2005 (the “Agreement”).

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