0000950123-10-069225 Sample Contracts

Amendment to Distribution Agreement
Distribution Agreement • July 29th, 2010 • Laudus Trust

This Amendment to the Distribution Agreement is dated as of October 1, 2006, by and among Laudus Trust, a Massachusetts business trust, having its principal place of business at 101 Montgomery Street, San Francisco, California 94104 (the “Trust”), Laudus Variable Insurance Trust, a Massachusetts business trust, having its principal place of business at 101 Montgomery Street, San Francisco, California 94104 (“VIT” and collectively with the Trust, the “Trusts’’), Charles Schwab Investment Management, Inc., a Delaware corporation, having its principal place of business at 101 Montgomery Street, San Francisco, California 94104 (the “Adviser”) and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1625 Broadway, Suite 2200, Denver, Colorado 80202 (the “Distributor”).

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Re: Amendment to Schedule A
Distribution Agreement • July 29th, 2010 • Laudus Trust

This letter agreement serves to amend our distribution agreement, between Laudus Trust, Laudus Institutional Trust, Charles Schwab Investment Management, Inc. and ALPS Distributors, Inc. dated October 1, 2005 (the “Agreement”). The parties wish to amend Schedule A to the Agreement. Schedule A has been amended to reflect the consolidation of mutual funds being 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.

Addendum to Distribution Agreement Dated October 1, 2005 Between ALPS Distributors, Inc. and Laudus Trust
Distribution Agreement • July 29th, 2010 • Laudus Trust

WHEREAS, in light of the foregoing, ADI and the Trust wish to modify the provisions of the Agreement to reflect ADI’s new address.

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