LAUDUS INSTITUTIONAL TRUST AMENDED & RESTATED EXPENSE LIMITATION AGREEMENT
Ex-
(h)(7)
AMENDED & RESTATED EXPENSE LIMITATION AGREEMENT
This Agreement, dated as of July 29, 2009, is made and entered into by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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”).
WHEREAS, the Trust is a Delaware statutory trust and is registered under the Investment
Company Act of 1940 (the “1940 Act”) as an open-end management investment company of the series
type, and each Fund is a series of the Trust;
WHEREAS, the Trust on behalf of each Fund and the Adviser have entered into Management
Contracts dated, for each Fund, as set forth on Schedule A (each a “Management Agreement”),
pursuant to which the Adviser provides investment management services to each Fund for compensation
based on the value of the average daily net assets of each Fund; and
WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best
interest of each Fund and its shareholders to maintain the expenses of each Fund at a level below
the level to which each Fund may normally be subject.
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION AND WAIVER. Until further notice from the Adviser to the Trust and in
any event through July 30, 2019 the Adviser agrees that, to the extent that ordinary operating
expenses incurred by a Fund in any fiscal year, including but not limited to investment advisory
fees of the Adviser and including amounts payable pursuant to any plan adopted in accordance with
Rule 12b-1 under the 1940 Act and sub-accounting fees (but excluding nonrecurring account fees,
fees on securities transactions such as exchange fees, dividends and interest on securities sold
short, service fees, interest, taxes, brokerage commissions, other expenditures which are
capitalized in accordance with generally accepted accounting principles, and other extraordinary
expenses not incurred in the ordinary course of such Fund’s business (the “Fund Operating
Expenses”)), exceed the Expense Limit as set forth on SCHEDULE A, such excess amount will be the
liability of the Adviser.
2. REIMBURSEMENT. If in any month during which the Management Agreement for a Fund is in
effect, the estimated annualized Fund Operating Expenses of such Fund for that month are less than
the Expense Limit as set forth on SCHEDULE A, the Adviser shall be entitled to reimbursement by the
Fund of the investment advisory fees waived or reduced and other payments remitted to the Fund
pursuant to Section 1 hereof (the “Reimbursement Amount”), to the extent that the Fund’s annualized
Fund Operating Expenses plus the amount so reimbursed equals, for such month, the Expense Limit as
set forth on SCHEDULE A; PROVIDED that such reimbursement may be paid, in each case, only during
the fiscal year in which the waiver, reduction or other payment was made or during the following
two fiscal years; and FURTHER PROVIDED that such amount paid to the Adviser, together with all
other amounts reimbursed to the Adviser pursuant to this agreement during the fiscal year in which
such amount is paid, will in no event exceed the total Reimbursement Amount.
3. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first month of the
Trust’s fiscal year, an adjustment payment shall be made by the appropriate party in order that the
actual Fund Operating Expenses of each Fund for the prior fiscal year (including any reimbursement
payments hereunder with respect to such fiscal year) do not exceed the Expense Limit for each Fund
as set forth on SCHEDULE A.
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4. TERM AND TERMINATION. This Agreement shall continue in effect with respect to all
Funds until July 30, 2019 and shall be subsequently renewed annually on a rolling basis in ten (10)
year increments, provided either party may elect not to renew the Agreement upon sixty (60) days’
prior written notice. Nevertheless, this Agreement may be terminated by either party hereto,
without payment of any penalty, upon sixty (60) days’ prior written notice to the other party at
its principal place of business; provided that, in the case of termination by the Adviser, such
action shall be authorized by the Trust’s Board of Trustees. This Agreement will automatically
terminate if the Management Agreement with the Adviser is terminated with such termination
effective upon the effective date of the termination of the Management Agreement.
5. CAPTIONS. The captions in this Agreement are included for convenience of reference and in
no other way define or delineate any of the provisions hereof or otherwise affect their
construction or effect.
6. INTERPRETATION. Nothing herein contained shall be deemed to require the Trust or the Funds
to take any action contrary to the Trust’s Declaration of Trust or Bylaws, each as in effect from
time to time, or any applicable statutory or regulatory requirement, including without limitation
any requirements under the 1940 Act, to which it is subject or by which it is bound, or to relieve
or deprive the Trust’s Board of Trustees of its responsibility for or control of the conduct of the
affairs of the Trust or the Funds.
7. DEFINITIONS. Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from the terms and provisions of a Management
Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such
Management Agreement or the 1940 Act.
8. AMENDMENT. This Agreement may be amended only by a written instrument signed by each of
the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized, as of the day and year first above written.
| LAUDUS INSTITUTIONAL TRUST, | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ INVESTMENT | |||||||
| On behalf of the Funds | MANAGEMENT, INC. | |||||||
By:
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||
Name:
|
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||
Title:
|
Chief Financial Officer | Title: | President and Chief Executive Officer | |||||
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Schedule A
| Date of Management | ||||||||
| Fund | Contract | Expense Limit | ||||||
Laudus Mondrian
Institutional
Emerging Markets
Fund |
March 31, 2008 | Institutional Shares — 1.27% | ||||||
Laudus Mondrian
Institutional
International
Equity Fund |
March 31, 2008 | Institutional Shares — 0.90% | ||||||
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