September 24, 2018 Board of Trustees Gallery Trust One Freedom Valley Drive Oaks, Pennsylvania 19456 Board of Trustees Laudus Trust San Francisco, California 94105Agreement and Plan of Reorganization • September 27th, 2018 • Gallery Trust
Re: Agreement and Plan of Reorganization, dated as of September 17, 2018 (the “Agreement”), between and among (i) Gallery Trust, a Delaware statutory trust (“Acquiring Entity”), on behalf of one of its series, the Mondrian International Equity Fund (the “Acquiring Fund”); (ii) Laudus Trust, a Massachusetts voluntary association (the “Target Entity”), on behalf of one of its series, the Laudus Mondrian International Equity Fund (the “Target Fund”); (iii) solely for the purposes of Sections 1.1(f), 4.3, 5.1(f) and 11.1 of the Agreement, Charles Schwab Investment Management, Inc. (“CSIM”); and (iv) solely for the purposes of Sections 1.1(g), 4.4, 9.2 and 11.2 of the Agreement, Mondrian Investment Partners Limited (“Mondrian”).
