Barr Rosenberg Series Trust Sample Contracts

EXECUTED
Administration Agreement • April 14th, 2006 • Laudus Trust • Massachusetts
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LAUDUS TRUST
Expense Limitation Agreement • July 30th, 2008 • Laudus Trust
LAUDUS TRUST FORM OF MANAGEMENT CONTRACT
Barr Rosenberg Series Trust • May 27th, 2004
WITNESSETH:
Master Custodian Agreement • April 14th, 2006 • Laudus Trust • Massachusetts
SECOND AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • May 1st, 2000 • Barr Rosenberg Series Trust
LAUDUS TRUST
Management Contract • April 14th, 2006 • Laudus Trust
FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 22nd, 2007 • Vanguard Montgomery Funds • Delaware
EXHIBIT 23(g)(5) SPECIAL CUSTODY ACCOUNT AGREEMENT
Special Custody Account Agreement • May 1st, 2000 • Barr Rosenberg Series Trust
Exhibit (d)(12) LAUDUS TRUST
Management Contract • July 30th, 2008 • Laudus Trust
LAUDUS TRUST
Management Contract • October 23rd, 2007 • Laudus Trust
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FORM OF OPINION]
Laudus Trust • August 12th, 2009

You have requested our opinions as to certain U.S. federal income tax consequences of the reorganization of the Acquired Fund and the Surviving Fund that will consist of: (i) the transfer of all of the assets of the Acquired Fund to the Surviving Fund in exchange solely for shares of the Surviving Fund (“Surviving Fund Shares”), (ii) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund, and (iii) the distribution of the Surviving Fund Shares to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, all upon the terms and conditions set forth in the Plan (the “Reorganization”). 1

TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • July 28th, 2021 • Laudus Trust

This Transfer Agency And Shareholder Services Agreement is made as of November 12, 2020 ("Effective Date") by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM"), and each investment company listed on the signature page to this Agreement (each, an "Investment Company"; collectively, the "Investment Companies") and each Portfolio of each such Investment Company contained on Schedule B. Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term "Agreement" shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references to "Schedule B" herein mean Schedule B attached hereto as constituted on the Effective Date, and thereafter as it may be amended from time to time (deemed or in

MANAGEMENT CONTRACT
Barr Rosenberg Series Trust • May 28th, 1999
INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 25th, 2012 • Laudus Trust • California

AGREEMENT made this 1st day of October, 2011, by and between, Charles Schwab Investment Management, Inc. (“CSIM”), and Mondrian Investment Partners Limited (“Sub-Adviser”).

TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN THE CHARLES SCHWAB FAMILY OF FUNDS, SCHWAB INVESTMENTS, SCHWAB CAPITAL TRUST, SCHWAB ANNUITY PORTFOLIOS AND BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency and Service Agreement • August 25th, 2009 • Schwab Capital Trust • Massachusetts

AGREEMENT made as of the 1st day of July 2009, by and between THE CHARLES SCHWAB FAMILY OF FUNDS, SCHWAB INVESTMENTS, SCHWAB CAPITAL TRUST, and SCHWAB ANNUITY PORTFOLIOS, each having its principal office and place of business at 211 Main Street, San Francisco, CA 94105 (each a “Fund”), and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at Two Heritage Drive, Quincy, Massachusetts 02171 (the “Transfer Agent”). Each Fund and the Transfer Agent may be referred to herein individually as a “Party” or, collectively, as the “Parties.”

DISTRIBUTION AGREEMENT June 1, 2018
Distribution Agreement • July 27th, 2018 • Laudus Trust • Massachusetts

This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, LAUDUS TRUST (the “Trust”), a Massachusetts business trust, has agreed that CHARLES SCHWAB & CO., INC. (the “Distributor”), a corporation organized under the laws of California, shall be, for the period of this Agreement, the distributor of the units of beneficial interest of the investment portfolios of the Trust identified on Schedule A hereto (each a “Fund”, and collectively, the “Funds”), and that, at the request of the Trust and pursuant to a Rule 18f-3 Multiple Class Plan (the “Plan”) adopted by the Trust’s Board of Trustees, the Distributor may facilitate payments to service providers who provide services to shareholders of the Trust (“Clients”) who purchase shares of the Funds. Such units of beneficial interest are hereinafter called “Shares.”

EXHIBIT 99.5 MANAGEMENT CONTRACT
Management Contract • August 19th, 1998 • Barr Rosenberg Series Trust
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
Interim Investment Sub-Advisory Agreement • July 25th, 2011 • Laudus Trust • California

AGREEMENT made this 12th day of July, 2011, by and between, Charles Schwab Investment Management, Inc. (“CSIM”), and Mondrian Investment Partners Limited (“Sub-Adviser”).

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Gallery Trust • June 28th, 2018

Re: Agreement and Plan of Reorganization, dated as of [date], 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”).

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