Exhibit 99b.(h)(5)
SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF JANUARY 1, 2003
BETWEEN LAUDUS TRUST
AND
BISYS FUND SERVICES OHIO, INC.
AS AMENDED MARCH 30, 2004
Portfolios: This Agreement shall apply to all Portfolios of Laudus Trust,
either now or hereafter created (collectively, the "Portfolios").
The current portfolios of the Trust are set forth below:
Xxxxxx Xxxxxxxxx U.S. Small Capitalization Fund
Xxxxxx Xxxxxxxxx International Small Capitalization Fund
Xxxxxx Xxxxxxxxx Value Long/Short Equity Fund
Xxxxxx Xxxxxxxxx U.S. Long/Short Equity Fund
Xxxxxx Xxxxxxxxx U.S. Large Capitalization Growth Fund
Xxxxxx Xxxxxxxxx International Equity Fund
Xxxxxx Xxxxxxxxx Global Long/Short Equity Fund
Xxxxxx Xxxxxxxxx U.S. Discovery Fund
Xxxxxx Xxxxxxxxx U.S. Large/Mid Capitalization
Long/Short Equity Fund
Xxxxxx Xxxxxxxxx U.S. Large Capitalization Fund
Xxxxxx Xxxxxxxxx European Fund
Xxxxxx Xxxxxxxxx U.S. Large Capitalization Value Fund
Fees: Pursuant to Article 4, in consideration of services rendered and
expenses assumed pursuant to this Agreement, the Trust will pay
the Administrator on the first business day of each month, or at
such time(s) as the Administrator shall request and the parties
hereto shall agree, a fee computed daily at the annual rate of:
From $0 - $25 million in assets 0.00bps
From $25 million - $500 million 9.00bps on the increment
From $500 million - $1 billion 7.00bps on the increment
above $1 billion 4.00bps on the increment
The fee for the period from the day of the month this Agreement
is entered into until the end of that month shall be prorated
according to the proportion which such period bears to the full
monthly period. Upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be
prorated according to the proportion which such period bears to
the full monthly period and shall be payable upon the date of
termination of this Agreement.
For purposes of determining the fees payable to the
Administrator, the value of the net assets of a particular
Portfolio shall be computed in the manner described in the
Trust's Amended and Restate Agreement and Declaration of Trust
or, if not contained therein, in the Prospectus or Statement of
Additional Information respecting that Portfolio as from time to
time in effect for the computation of the value of such net
assets in connection with the determination of the liquidating
value of the shares of such Portfolio.
The parties hereby confirm that the fees payable hereunder shall
be applied to the aggregate assets of the Trust as a whole, and
not separately to each Portfolio.
Term: The initial term of this Agreement (the "Initial Term") shall be
for a period commencing on the date first written above and
ending on September 30, 2005. This Agreement shall be renewed
automatically for successive periods of three years after the
Initial Term, unless written notice of nonrenewal is provided by
either party not less than 90 days prior to the end of the
then-current term. In the event of a material breach of this
Agreement by either party, the non-breaching party shall notify
the breaching party in writing of such breach and upon receipt of
such notice, the breaching party shall have 45 days to remedy the
breach. In the event the breach is not remedied within such time
period, the nonbreaching party may immediately terminate this
Agreement.
Nothwithstanding the foregoing, after any termination for so long
as the Administrator, with the written consent of the Trust, in
fact continues to perform any one or more of the services
contemplated by this Agreement or any schedule or exhibit hereto,
the provisions of this Agreement, including without limitation
the provisions dealing with indemnification, shall continue in
full force and effect. Compensation due the Administrator and
unpaid by the Trust upon such termination shall be immediately
due and payable upon and notwithstanding such termination. The
Administrator shall be entitled to collect from the Trust, in
addition to the compensation described in this Schedule A, the
amount of all of the Administrator's reasonable cash
disbursements for services in connection with the Administrator's
activities in effecting such termination, including without
limitation, the delivery to the Trust and/or its designees of the
Trust's property, records, instruments and documents, or any
copies thereof. Subsequent to such termination, for a reasonable
fee, the Administrator will provide the Trust with reasonable
access to any Trust documents or records remaining in its
possession.
The Service Standards set forth in Schedule B hereof are not
intended and shall not be construed to impair, limit or affect in
any way the Trust's right to terminate this Agreement for
material breach as set forth above.
