0000950134-09-011293 Sample Contracts

LAUDUS TRUST FORM OF MANAGEMENT CONTRACT
Management Contract • May 21st, 2009 • Laudus Trust

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 CHARLES SCHWAB INVESTMENT MANAGEMENT, INC., a Delaware corporation (the “Manager”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • May 21st, 2009 • Laudus Trust • California

AGREEMENT made this 26th day of March, 2009, by and between, Charles Schwab Investment Management, Inc. (“CSIM”), and UBS Global Asset Management (Americas) Inc. (“Sub-Adviser”).

LAUDUS TRUST AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 21st, 2009 • Laudus Trust

This Agreement, dated as of December 1, 2008, 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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