Exhibit (d)(3)
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this 31sth day of March, 2008, by and between, Xxxxxxx
Xxxxxx Investment Management, Inc. ("CSIM"), and Mondrian Investment Partners
Limited ("Sub-Adviser").
WHEREAS, Laudus Institutional Trust, a Delaware statutory trust
("Company"), is an open-end, management investment company registered under the
Investment Company Act of 1940 ("1940 Act"), consisting of several series, each
having its own investment objective and policies; and
WHEREAS, Company has entered into an Investment Advisory and
Administration Agreement with CSIM pursuant to which CSIM acts as investment
manager to Company ("Management Agreement"); and
WHEREAS, CSIM, acting with the approval of Company, wishes to retain
Sub-Adviser to provide discretionary investment advisory services ("Services")
with respect to each series identified on Schedule A hereto, as may be amended
from time to time, (each a "Fund"), together with all income earned on those
assets and all realized and unrealized capital appreciation related to those
assets (for each Fund, the "Managed Assets"), and Sub-Adviser is willing to
render the Services.
NOW, THEREFORE, in consideration of mutual covenants herein contained,
the parties agree as follows:
1. APPOINTMENT. CSIM appoints Sub-Adviser to provide the Services for the period
and term set forth in this Investment Sub-Advisory Agreement ("Agreement").
Sub-Adviser accepts such appointment and agrees to render the Services as
provided herein.
2. DUTIES OF SUB-ADVISER.
(a) Subject to supervision of the Company, the Board of Trustees
("Trustees") and CSIM (collectively "Fund Parties"), Sub-Adviser shall be
responsible for managing the investment and reinvestment of the Managed Assets
and determine in its discretion, the securities and other property to be
purchased or sold and the portion of the Managed Assets to be retained in cash.
Sub-Adviser will use same skill and care in providing the Services to each Fund
as it utilizes in providing investment advisory services to other fiduciary
accounts for which it has investment responsibilities. Sub-Adviser will provide
Fund Parties with records concerning Sub-Adviser's activities that Fund Parties
are required to maintain, and regular reports concerning Sub-Adviser's
performance of the Services.
(b) Unless CSIM provides written instructions to the contrary, CSIM
will review all proxy solicitation materials and will exercise any voting rights
associated with securities comprising the Managed Assets pursuant to its proxy
voting policy and guidelines.
(c) Sub-Adviser will provide assistance to Company, ALPS
Distributors, Inc. ("Distributor") and CSIM (collectively "Schwab Parties"), as
may be reasonably requested by such parties, in connection with the general
offering, sale and marketing of Fund shares. Such assistance will include,
without limitation: (i) periodic review of general offering, marketing and sales
materials; and (ii) quarterly conference call by Sub-Adviser portfolio
management staff with CSIM fund management professionals; (iii) annual
participation by Sub-Adviser portfolio management staff in educational
activities regarding Sub-Adviser's investment style, market views and
performance results including, but not limited to, web casts or other
technology-based communication media; (iv) periodic provision of discussion,
analysis and commentary and market and performance data for filings with the
Securities and Exchange Commission ("SEC"); and (v) such other assistance as
mutually agreed to by CSIM and Sub-Adviser. Schwab parties
may use the names, trade names, trademarks, service marks, artwork, designs, or
other copyrighted materials of Sub-Adviser in connection with the offering, sale
and marketing of Fund shares, subject to the written approval of Sub-Adviser,
which will not be unreasonably withheld.
(d) Unless CSIM provides written instructions to the contrary,
Sub-Adviser will provide assistance in determining, in good faith, the fair
value of any securities of the Managed Assets for which market quotations are
not readily available in accordance with guidelines and procedures adopted by
the Trustees. In addition, Sub-Adviser will assist the Company's pricing agent
with arranging for the provision of market values from at least two parties
independent of Sub-Adviser with respect to any securities of the Managed Assets
for which the Company's pricing agent does not obtain prices in the ordinary
course of business from an automated pricing service.
(e) Sub-Adviser will discharge the foregoing responsibilities
subject to the supervision of Fund Parties, and in compliance with the
following: (i) such policies as Fund Parties may from time to time establish;
(ii) Company's Prospectus and Statement of Additional Information ("Prospectus
and SAI"); (iii) Company's Declaration of Trust and By-Laws; (iv) 1940 Act; (v)
the Investment Advisers Act of 1940 ("Advisers Act"); (vi) any exemptive or
other relief granted by the SEC; (vii) the Internal Revenue Code of 1986
("Code"); (viii) the Commodities and Exchange Act ("CEA"); and (ix) any other
applicable laws. If a conflict in policies referenced herein occurs, the
Prospectus and SAI will control.
(f) Sub-Adviser agrees to perform such duties at its own expense and
to provide the office space, furnishings and equipment and the personnel
required by it to perform the Services on the terms and for the compensation
provided herein. Sub-Adviser will not, however, pay for the cost of securities,
commodities, and other investments (including brokerage commissions and other
transaction charges, if any) purchased or sold for a Fund.
3. DUTIES OF CSIM. CSIM will continue to have responsibility for all services to
be provided to a Fund pursuant to the Management Agreement and will oversee and
review Sub-Adviser's performance of the Services. CSIM will furnish to
Sub-Adviser current and complete copies of the Declaration of Trust and By-laws
of Company, and the current Prospectus and SAI as those documents may be amended
from time to time.
4. CUSTODY. Company will designate one or more custodians to hold the Managed
Assets ("Custodian") in the name of each Fund. Each custodian will be
responsible for the custody, receipt and delivery of securities and other assets
of a Fund including the Managed Assets, and Sub-Adviser will have no authority,
responsibility or obligation with respect to the custody, receipt or delivery of
securities or other assets of a Fund. In the event that any cash or securities
of a Fund are delivered to Sub-Adviser, Sub-Adviser will promptly deliver the
same to the Custodian for the benefit of and in the name of Fund. Sub-Adviser
will provide to the Custodian and Fund Accountant on each business day,
information relating to all transactions in the Managed Assets and will provide
such information to Fund Parties upon request. Sub-Adviser will make all
reasonable efforts to notify Custodian and Fund Accountant of all orders to
brokers for the Managed Assets by 9:00 am EST on the day following the trade
date and will affirm the trade to the Custodian and Fund Accountant before the
close of business one business day after the trade date.
5. PORTFOLIO TRANSACTIONS.
(a) Sub-Adviser is authorized to select brokers or dealers that will
execute the purchases and sales of portfolio securities and other property for a
Fund in a manner that implements the policy with respect to brokerage set forth
in the Prospectus and SAI, or as Fund Parties may direct from time to time, and
in conformity with the federal securities laws.
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(b) In effecting transactions for a Fund and selecting brokers or
dealers, Sub-Adviser will use its best efforts to seek best execution on behalf
of the Fund. In assessing best execution for any transaction, Sub-Adviser will
consider any factors that it deems relevant, including price paid for the
security, commission paid for the transaction, clearance, settlement,
reputation, financial strength and stability, efficiency of execution and error
resolution, block trading and block positioning capabilities, willingness to
execute related or unrelated difficult transactions and order of call.
(c) Consistent with any policies established by Fund Parties and in
compliance with the Prospectus and SAI and 1940 Act, Sub-Adviser is authorized,
in its discretion, to utilize the services of a broker or dealer that provides
brokerage or research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934).
(d) In no instance will Sub-Adviser cause Managed Assets to be
purchased from or sold to Distributor, CSIM, Sub-Adviser or any affiliated
person of either Company, Distributor, CSIM, or Sub-Adviser (collectively
"Related Parties"), except to the extent permitted by the 1940 Act or any
exemptive or other relief granted by the SEC. Sub-adviser will not execute any
transactions with brokers or dealers that are Related Parties without the prior
written approval of CSIM. CSIM shall periodically provide Sub-Adviser with a
list of all Related Parties in writing (other than parties that are affiliates
of Sub-Adviser). Sub-Adviser shall have no obligation to independently determine
whether a party may be a Related Party (other than parties that are Related
Parties by being an affiliate of Sub-Adviser). Sub-Adviser shall have no
liability whatsoever in the event that it engages in a transaction with a party
that is actually a Related Party (other than a Related Party that is an
affiliate of Sub-Adviser) but did not appear on the list of Related Parties most
recently provided by CSIM to Sub-Adviser.
(e) Provided that Fund Parties have not prohibited the aggregation
of orders for purchase or sale of Managed Assets with similar orders being made
concurrently for other accounts managed by Sub-Adviser and notified Sub-Adviser
in writing of such prohibition, consistent with any policies established by
Sub-Adviser, Sub-Adviser may aggregate such orders, if, in Sub-Adviser's
reasonable judgment, such aggregation will result in an overall economic benefit
to Fund, taking into consideration the transaction price, brokerage commission
and other expenses.
6. COMPENSATION OF SUB-ADVISER. For the Services provided and expenses assumed
by Sub-Adviser under this Agreement, CSIM will pay to Sub-Adviser compensation
at the rate specified in Schedule B, as may be amended from time to time. Such
compensation will be paid at the times and on the terms set forth in Schedule B.
All rights of compensation under this Agreement for Services performed as of the
termination date will survive the termination of this Agreement. Except as
otherwise prohibited by law or regulation, Sub-Adviser may, in its discretion,
from time to time, waive a portion of its compensation.
7. REPORTS.
(a) Sub-Adviser will provide written quarterly reports to Fund
Parties regarding the Managed Assets. CSIM will reasonably specify the
information to be included in such quarterly reports. Although Sub-Adviser does
not currently provide any economic, statistical or investment services to
clients other than asset management services, in the event that Sub-Adviser does
provide such services to its other institutional clients, it shall make such
services available to the Fund Parties.
(b) Sub-Adviser will promptly communicate to Fund Parties any
information relating to transactions in the Managed Assets, as Fund Parties may
reasonably request.
(c) Sub-Adviser will promptly notify Fund Parties of any financial
or regulatory condition that is likely to impair the ability of Sub-Adviser to
perform the Services.
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In addition, Sub-Adviser will promptly notify Fund Parties
of any intended change in control of Sub-Adviser and of any intended change in
portfolio or senior management, as far in advance of such change as possible.
(d) Sub-Adviser will make its officers and employees available to
meet with Fund Parties at such times and places, as Fund Parties may reasonably
request, including at quarterly and special meetings of the Trustees in San
Francisco, California.
8. STATUS OF SUB-ADVISER. Sub-Adviser is and will continue to be registered
under the Advisers Act. Sub-Adviser is and will continue to be an independent
contractor and, unless otherwise expressly provided or authorized, has no
authority to act for or represent Company in any way or otherwise act as agent
of Company.
9. CODE OF ETHICS. Sub-Adviser will furnish to Fund Parties a current copy of
its code of ethics that complies with the requirements of Rule 17j-1 under the
1940 Act. Upon written request of CSIM, Sub-Adviser will permit Fund Parties to
examine the reports made by Sub-Adviser pursuant to Rule 17j-1 and other records
relevant to Sub-Adviser's code of ethics. Sub-Adviser will provide an annual
certification to Fund Parties certifying that there have been no material
violations of Sub-Adviser's code of ethics or, if such violations have occurred,
that appropriate actions have been taken in response to such violations.
10. CERTAIN RECORDS.
(a) Sub-Adviser will maintain all books and records with respect to
transactions involving the Managed Assets required by subparagraphs (b)(5), (6),
(7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act.
Sub-Adviser will provide to Fund Parties periodic and special reports, balance
sheets, profitability analyses, financial information, and such other
information with regard to Sub-Adviser's affairs, as Fund Parties may reasonably
request, including any information requested by Fund Parties to assist the
Trustees in evaluating the terms of this Agreement and any renewal thereof under
Section 15(c) of the 0000 Xxx.
(b) Sub-Adviser will keep the books and records relating to the
Managed Assets required to be maintained by Sub-Adviser under this Agreement and
will timely furnish to Fund Parties all information relating to Sub-Adviser's
Services under this Agreement needed by Fund Parties to keep the other books and
records of the Company required by Rule 31a-1 under the 1940 Act. Sub-Adviser
will also furnish to Fund Parties any other information relating to the Managed
Assets that must be filed by Company with the SEC or sent to shareholders under
the 1940 Act, and any exemptive or other relief granted by the SEC. Fund Parties
shall obtain the prior written consent of Sub-Adviser before including
information regarding the Sub-Adviser in any document that is required to be
filed with the SEC or required to be sent to shareholders, which approval will
not be unreasonably withheld. Sub-Adviser agrees that all records that it
maintains on behalf of Company are property of Company and Sub-Adviser will
surrender promptly to Company any of such records upon Fund Parties' request;
provided, however, Sub-Adviser may retain a copy of such records. In addition,
Sub-Adviser will preserve for the periods prescribed by Rule 31a-2 under 1940
Act any such records as are required to be maintained by it pursuant to this
Agreement, and will transfer said records to CSIM.
11. LIMITATION OF LIABILITY OF SUB-ADVISER. Sub-Adviser will not be liable for
any claims, liabilities, damages, costs or losses ("collectively" claims)
arising out of this Agreement, except to the extent such claims arise out of:
(a) Sub-Adviser's negligence, bad faith or willful misfeasance; or (b)
Sub-Adviser's material breach of this Agreement. Nothing in this Section 11 will
be deemed a waiver or limitation of any obligation or duty that may not by law
be waived or limited.
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12. INDEMNIFICATION.
(a) Sub-Adviser will indemnify and hold harmless Fund Parties,
their affiliates and their respective employees, officers and directors from and
against all claims arising out of this Agreement to the extent such claims arise
out of: (i) Sub-Adviser's negligence, bad faith or willful misfeasance; or (ii)
Sub-Adviser's material breach of this Agreement.
(b) CSIM will indemnify and hold harmless Sub-Adviser, its
affiliates, and their respective employees, officers and directors from and
against all claims arising out of this Agreement, except to the extent such
claims arise out of: (i) Sub-Adviser's negligence, bad faith or willful
misfeasance; or (ii) Sub-Adviser's breach of this Agreement.
13. CONFIDENTIALITY. The Mutual Confidentiality and Non-Disclosure Agreement
("Confidentiality Agreement") previously entered into between the parties is
attached hereto as Schedule C and incorporated herein by reference. The
Confidentiality Agreement will remain in effect throughout the term of this
Agreement, and each party will abide by all of the provisions set forth therein.
Upon termination of this Agreement, each party will continue to hold any
Confidential Information (as that term is defined in the Confidentiality
Agreement) in strict confidence for ten years from the date of termination,
except with regard to: (a) trade secrets of either party which will be held in
confidence for as long as such information remains a trade secret; and (b)
Schwab Customer Information (as that term is defined in the Confidentiality
Agreement) which will be held by Sub-Adviser in strict confidence in perpetuity
and which will be used by Sub-Adviser only to perform the Services and for no
other purpose. In addition, Sub-Adviser will not use any information concerning
each Funds' portfolio holdings, including, without limitation, the names of the
portfolio holdings and the values thereof or other Schwab Confidential
Information, for purposes of making any decision about whether to purchase or
redeem shares of each Fund or to execute any other securities transaction. In
the event any of the provisions of the Confidentiality Agreement conflict with
any of the provisions of this Agreement, the latter will control.
14. PUBLICITY. During and after the term of this Agreement, neither the Schwab
Parties nor Sub-Adviser will make any media release or other public announcement
relating to this Agreement without the other party's prior written consent.
Sub-Adviser will acquire no right to use, and will not use, without Schwab
Parties' prior written consent, with respect to each use, the terms or existence
of this Agreement, the names, trade names, trademarks, service marks, artwork,
designs, or copyrighted materials of Schwab Parties or their affiliates in any
sales or advertising materials, press releases, client lists, presentations,
promotions or other publicity related materials or media.
15. DURATION AND TERMINATION.
(a) This Agreement will become effective for each Fund upon its
approval by the Trustees, without approval by the shareholders. This Agreement
will remain in effect until two years from date of each effectiveness, and
thereafter, for periods of one year so long as such continuance thereafter is
specifically approved at least annually (i) by the vote of a majority of those
Trustees who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by the Trustees, or by the vote of a majority of the
outstanding voting securities of the Fund; provided, however, that if the
shareholders of a Fund fail to approve the Agreement as provided herein,
Sub-Adviser may continue to serve hereunder in the manner and to the extent
permitted by the 0000 Xxx. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" will be construed in a
manner consistent with the 1940 Act.
(b) This Agreement may be terminated at any time, without cause and
without payment of any penalty by Fund Parties, by vote of a majority of the
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Trustees or by vote of a majority of the outstanding voting securities of a Fund
on not more than 60 days' written notice to the Sub-Adviser, or by CSIM upon 90
days' written notice to Sub-Adviser. In addition, this Agreement may be
terminated, with cause, by CSIM at any time, without payment of any penalty by
Fund Parties, upon written notice to Sub-Adviser. As used herein, "with cause"
means: (i) any material breach of the Agreement by Sub-Adviser; (ii) any federal
or state regulatory violation by Sub-Adviser; and (iii) any material financial
or other impairment that in the reasonable judgment of CSIM impairs
Sub-Adviser's ability to perform the Services.
(c) This Agreement may not be terminated by the Sub-Adviser prior to
March 31, 2010 except "with cause". As used in this Section 15(c), "with cause"
means: (i) any material breach of the Agreement by Fund Parties or Schwab
Parties; (ii) any federal or state regulatory violation by Fund Parties or
Schwab Parties; and (iii) any material financial or other impairment that in the
reasonable judgment of Sub-Adviser impairs Fund Parties' or Schwab Parties'
ability to perform under the terms of the Agreement. Thereafter, this Agreement
may be terminated by the Sub-Adviser at any time, without cause and without
payment of any penalty, upon 90 days' written notice to CSIM.
(d) This Agreement will automatically and immediately terminate in
the event of its assignment or in the event of the termination of the Management
Agreement.
(e) Any termination of this Agreement in accordance with the terms
hereof will not affect the obligations or liabilities accrued prior to
termination. As used in this Section 15, the terms "assignment", "interested
persons," and a "vote of a majority of the outstanding voting securities" will
have the respective meanings set forth in the 1940 Act; subject to such
exceptions and other relief as may be granted by the SEC.
16. NOTICE. All notices required or permitted hereunder will be deemed
sufficient upon receipt if sent by: (a) hand; (b) registered or certified mail,
postage prepaid; (c) overnight courier; or (d) facsimile transmission to the
last address furnished by the other party to the party giving notice. At the
outset, such notices will be delivered to the following addresses:
CSIM: Xxxxxxx Xxxxxx Investment Management, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Treasurer and Principal Financial Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Sub-Adviser: Mondrian Investment Partners Limited
Street Address: 00 Xxxxxxx Xx., 0xx Xxxxx
Xxxx and Zip Code: Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx
Attention: Managing Director
Telephone: x00-00-0000-0000
Facsimile: x00-00-0000-0000
17. NONCOMPETE PROVISIONS. Sub-Adviser is not and will not become a party to any
noncompete agreement or other agreement or arrangement that would restrict,
limit or otherwise interfere with the ability of Schwab Parties and their
affiliates to employ or engage any person or entity, now or in the future, to
provide investment advisory or other services.
18. SEVERABILITY. If any provision of this Agreement will be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement will not be affected thereby.
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19. GOVERNING LAW. This Agreement will be construed in accordance with the laws
of the State of California and the applicable provisions of the 1940 Act. To the
extent that the applicable laws of the State of California, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter will control. Any legal action or proceeding arising out of this
Agreement will be brought only in the courts of the State of California located
in the City and County of San Francisco or in the United States District Court
for the Northern District of California. Each party will submit to the
jurisdiction of such courts and venue in such courts and will waive any claims
that such courts lack jurisdiction or are inconvenient forums.
20. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement and
understanding between the parties relating to the Services. Any prior
agreements, promises or representations not expressly set forth in this
Agreement are of no force and effect. No waiver or modification of this
Agreement will be effective unless reduced to writing and signed by the party to
be charged. No failure to exercise and no delay in exercising on the part of any
party hereto of any right, remedy, power or privilege hereunder will operate as
a waiver thereof.
(b) This Agreement is entered into on behalf of each Fund severally,
and not jointly, with the express intention that the provisions contained herein
will apply separately with respect to each Fund, as if contained in separate
agreements.
(c) Except as set forth in Section 15, this Agreement binds and
inures to the benefit of parties, their successors and assigns. This Agreement
may be executed in more than one counterpart each of which will be deemed an
original and both of which, taken together, will be deemed to constitute one and
the same instrument.
(d) Company refers to Laudus Institutional Trust and its Trustees,
as Trustees but not individually or personally, acting under a Declaration of
Trust dated January 9, 2008. A copy of the Certificate of Trust of Company is on
file with the Secretary of State of the State of Delaware. Notice is hereby
given that the obligations of Company entered into in the name of or on behalf
of Company by any of its Trustees, representatives or agents are made not
individually, but in such Company capacities. Such obligations are not binding
upon any of the Trustees, shareholders or representatives of Company personally,
but bind only the assets of Company belonging to such Fund for the enforcement
of any claims against Company.
(e) As used in this Agreement, any references to any laws
(including, without limitation, the 1940 Act, Advisers Act, Code and CEA)
incorporate the effects of: (i) any amendments to such laws; (ii) any rules or
regulations promulgated under such laws; and (iii) any interpretations of such
laws, rules or regulations by the applicable regulatory authorities.
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NOW THEREFORE, the parties hereto have caused this Agreement to be executed as
of the day and year first written above.
Xxxxxxx Xxxxxx Investment Management, Inc.
By:
------------------------------
Name: Xxxxxxx X. Xxxx
Title: President and Chief Executive Officer
MONDRIAN INVESTMENT PARTNERS LIMITED
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
List of Schedules
Schedule A -- Funds
Schedule B -- Fees
Schedule C -- Mutual Confidentiality and Non-Disclosure Agreement
Schedule D -- Intentionally Deleted
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SCHEDULE A
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
MONDRIAN INVESTMENT PARTNERS LIMITED
FUND(S)
Laudus Mondrian Institutional Emerging Markets Fund
Laudus Mondrian Institutional International Equity Fund
Effective Date of this Schedule A: March 31, 2008
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SCHEDULE B
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
MONDRIAN INVESTMENT PARTNERS LIMITED
FEES
Fees will be accrued each day by applying to the Net Asset Value of the Managed
Assets at the end of that day, the daily rate, using a 365-day year, equivalent
to the applicable fee percentage set forth below ("Company Percentage").
Sub-Adviser represents and warrants that the Company Percentage now is and in
the future will be equal to or less than the applicable fee percentage payable
to Sub-Adviser under any other advisory or sub-advisory agreement for comparable
investment advisory services (each a "Third Party Percentage"). If at any time,
the Company Percentage is greater than any Third Party Percentage, the Company
Percentage will be reduced to the lowest Third Party Percentage, including with
respect to any advisory or sub-advisory agreement amended or entered into by
Sub-Adviser after the effective date of this Schedule. Fees will be paid within
30 days following the end of each calendar quarter.
COMPANY PERCENTAGE
Laudus Mondrian Institutional Emerging Markets Fund
65 Basis Points on the first $250 Million
60 Basis Points on amounts over $250 Million
Laudus Mondrian Institutional International Equity Fund
40 Basis Points on the first $250 Million
32.5 Basis Points on amounts over $250 Million
Effective Date of this Schedule B: March 31, 2008
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SCHEDULE C
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
MONDRIAN INVESTMENT PARTNERS LIMITED
MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
A true and correct copy of the MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE
AGREEMENT is attached hereto.
Effective Date of this Schedule C: March 31, 2008
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