Exhibit-23(a)(13)

LAUDUS TRUST
AMENDMENT NO. 12 TO
AGREEMENT AND DECLARATION OF TRUST

The undersigned, being all of the trustees of Laudus Trust, a Massachusetts business trust created and existing under an Agreement and Declaration of Trust dated April 1, 1988, as amended and restated (the "Agreement and Declaration of Trust"), a copy of which is on file in the Office of the Secretary of The Commonwealth of Massachusetts (the "Trust"), having determined that the creation of a new series of the Trust is consistent with the fair and equitable treatment of all Shareholders, do hereby direct that this Amendment No. 12 be filed with the Secretary of The Commonwealth of Massachusetts and do hereby consent to and adopt the following amendment to the Agreement and Declaration of Trust:

1. The first sentence of Section 6 of Article III of the Second Amended and Restated Agreement and Declaration of Trust is amended and restated in its entirety to read as follows:

"Without limiting the authority of the Trustees set forth in Section 5, inter alia, to establish and designate any further Series or Classes of Shares or to modify the rights and preferences of any Series or Class, the "Laudus Rosenberg U.S. Small Capitalization Fund" (formerly the AXA Rosenberg U.S. Small Capitalization Fund and, prior to that, the Small Capitalization Series), "Laudus Rosenberg International Small Capitalization Fund" (formerly the AXA Rosenberg International Small Capitalization Fund and, prior to that, the International Small Capitalization Series), "Laudus Rosenberg Value Long/Short Equity Fund" (formerly the AXA Rosenberg Value Long/Short Equity Fund and, prior to that, the AXA Rosenberg Value Market Neutral Fund and, prior to that, the Barr Rosenberg Market Neutral Fund), "Laudus Rosenberg U.S. Large/Mid Capitalization Long/Short Equity Fund" (formerly the AXA Rosenberg U.S. Large/Mid Capitalization Long/Short Equity Fund and, prior to that, the AXA Rosenberg Select Sectors Market Neutral Fund and, prior to that, the Barr Rosenberg Select Sectors Market Neutral Fund), "Laudus Rosenberg U.S. Large Capitalization Growth Fund" (formerly the AXA Rosenberg Enhanced 500 Fund), "Laudus Rosenberg International Equity Fund" (formerly the AXA Rosenberg International Equity Fund), "Laudus Rosenberg Global Long/Short Equity Fund" (formerly the AXA Rosenberg Global Long/Short Equity Fund and, prior to that, the AXA Rosenberg Multi-Strategy Market Neutral Fund), "Laudus Rosenberg U.S. Discovery Fund" (formerly the AXA Rosenberg U.S. Discovery Fund), "Laudus Rosenberg U.S. Large Capitalization Fund" (formerly the AXA Rosenberg U.S. Large Capitalization Fund), "Laudus Rosenberg U.S. Long/Short Equity Fund" (formerly the AXA Rosenberg U.S. Long/Short Equity Fund and, prior to that, the AXA Rosenberg U.S. Market Neutral Fund), "Laudus Rosenberg U.S. Large Capitalization Value Fund" and "Laudus Rosenberg International Discovery Fund" shall be, and are hereby, established and designated, and with respect to the Laudus Rosenberg Small Capitalization Fund, the Institutional Shares Class, Adviser Shares Class and Investor Shares Class, which may be issued by such Series from time to time, shall be,

Exhibit-23(d)(11)

LAUDUS TRUST

MANAGEMENT CONTRACT

Management Contract executed as of May 2, 2005, between LAUDUS TRUST, a Massachusetts business trust (the "Trust"), on behalf of the Laudus Rosenberg U.S. Large Capitalization Value Fund (the "Fund"), and CHARLES SCHWAB INVESTMENT MANAGEMENT, INC., a Delaware corporation (the "Manager").

WITNESSETH:

That in consideration of the mutual covenants herein contained, it is agreed as follows:

1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST.

(a) Subject always to the control of the trustees of the Trust (the "Trustees") and to such policies as the Trustees may determine, the Manager will, at its expense, (i) furnish continuously an investment program for the Fund and will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of its portfolio securities, and (ii) furnish all necessary office space and equipment, provide bookkeeping and clerical services required to perform its duties in clause (i) above and pay all salaries, fees and expenses of the Trustees and officers of the Trust who are affiliated persons of the Manager. In the performance of its duties, the Manager will comply with the provisions of the Second Amended and Restated Agreement and Declaration of Trust and By-laws of the Trust, each as amended from time to time, and the Fund's stated investment objectives, policies and restrictions.

(b) In the selection of brokers, dealers or futures commissions merchants (collectively, "brokers") and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Manager shall seek to obtain the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Manager, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, the price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused the Trust to pay, on behalf of the Fund, a broker that provides brokerage and research services to the Manager or any affiliated person of the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research

services provided by such broker, viewed in terms of either that particular transaction or the Manager's overall responsibilities with respect to the Fund and to other clients of the Manager and any affiliated person of the Manager as to which the Manager or any affiliated person of the Manager exercises investment discretion.

(c) Notwithstanding Section 1(a) above and subject to the provisions of the Second Amended and Restated Agreement and Declaration of Trust of the Trust and the Investment Company Act of 1940, as amended (the "1940 Act"), the Manager, at its expense, may select and contract with an investment sub-adviser (the "Subadviser") for the Fund to perform, subject to the supervision of the Manager, some or all of the services for which it is responsible pursuant to paragraphs (a) and (b) of this Section 1 (including, but not limited to, the selection of brokers). The Manager will compensate the Subadviser for its services to the Fund.

(d) The Manager shall not be obligated to pay any expenses of or for the Trust or of or for the Fund not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3.

2. OTHER AGREEMENTS, ETC.

It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a shareholder, partner, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlling, controlled by or under common control with the Manager, and that the Manager and any person controlling, controlled by or under common control with the Manager may have an interest in the Trust. It is also understood that the Manager and persons controlling, controlled by or under common control with the Manager have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.

3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.

The Fund will pay to the Manager as compensation for the Manager's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, a fee, computed and paid monthly at the annual rate (based on the number of days elapsed through the end of the month) of 0.75% of the Fund's net assets up to $1 billion; 0.70% of the Fund's net assets over $1 billion up to $2 billion; and 0.675% of the Fund's net assets over $2 billion, each as of the last business day of the month. Such fee shall be payable for each month within five (5) business days after the end of such month.

In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall bear the Fund's expenses to the extent required by such expense limitation.

If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.

This Contract shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the 1940 Act); and this Contract shall not be materially amended unless such amendment is approved by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees who are not interested persons of the Trust or of the Manager.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

This Contract shall continue in effect until May 2, 2005 and thereafter for successive annual periods, provided that such continuance is specifically approved at least annually (a) by the affirmative vote of a majority of the outstanding shares of the Fund or by the Trust's Board of Trustees, and (b) by the vote of a majority of the Trust's trustees who are not parties to this agreement or "interested persons" (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or (c) as otherwise permitted by the 1940 Act or the rules and regulations thereunder. This Contract may be terminated at any time by a vote of a majority of the Fund's outstanding voting securities or by a vote of a majority of the Trust's entire Board of Trustees on 60 days' written notice to the Manager or by the Manager on 60 days' written notice to the Trust. Unless terminated automatically as set forth in Section 4, this Agreement may only be terminated in accordance with the provisions of this Section 5.

If the continuance of this Contract is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Contract as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.

6. CERTAIN DEFINITIONS.

For the purposes of this Contract, the "affirmative vote of a majority of the outstanding shares" of the Fund means the affirmative vote, at a duly called and held meeting of shareholders, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Contract, the terms "affiliated person," "control," "interested person" and "assignment" shall have their respective meanings defined in the 1940 Act and the rules and regulations thereunder, subject, however, to such exemptions as may be

granted by the Securities and Exchange Commission under said Act; the term "specifically approve at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and the term "brokerage and research services" shall have the meaning given in the 1934 Act and the rules and regulations thereunder.

7. NONLIABILITY OF MANAGER.

In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Trust, to the Fund or to any shareholder, officer, director or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder.

8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

A copy of the Second Amended and Restated Agreement and Declaration of Trust of the Trust is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.

IN WITNESS WHEREOF, LAUDUS TRUST and CHARLES SCHWAB INVESTMENT MANAGEMENT, INC. have each caused this instrument to be signed in duplicate on its behalf by its duly authorized representative, all as of the day and year first above written.

LAUDUS TRUST

CHARLES SCHWAB INVESTMENT
MANAGEMENT, INC.

Exhibit -(d)(12)

LAUDUS TRUST

MANAGEMENT CONTRACT

Management Contract executed as of [May 1, 2006], between LAUDUS TRUST, a Massachusetts business trust (the "Trust"), on behalf of the Laudus Rosenberg International Discovery Fund (the "Fund"), and CHARLES SCHWAB INVESTMENT MANAGEMENT, INC., a Delaware corporation (the "Manager").

WITNESSETH:

That in consideration of the mutual covenants herein contained, it is agreed as follows:

1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST.

(a) Subject always to the control of the trustees of the Trust (the "Trustees") and to such policies as the Trustees may determine, the Manager will, at its expense, (i) furnish continuously an investment program for the Fund and will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of its portfolio securities, and (ii) furnish all necessary office space and equipment, provide bookkeeping and clerical services required to perform its duties in clause (i) above and pay all salaries, fees and expenses of the Trustees and officers of the Trust who are affiliated persons of the Manager. In the performance of its duties, the Manager will comply with the provisions of the Second Amended and Restated Agreement and Declaration of Trust and By-laws of the Trust, each as amended from time to time, and the Fund's stated investment objectives, policies and restrictions.

(b) In the selection of brokers, dealers or futures commissions merchants (collectively, "brokers") and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Manager shall seek to obtain the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Manager, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, the price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused the Trust to pay, on behalf of the Fund, a broker that provides brokerage and research services to the Manager or any affiliated person of the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction, if the Manager determines in good

faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the Manager's overall responsibilities with respect to the Fund and to other clients of the Manager and any affiliated person of the Manager as to which the Manager or any affiliated person of the Manager exercises investment discretion.

(c) Notwithstanding Section 1(a) above and subject to the provisions of the Second Amended and Restated Agreement and Declaration of Trust of the Trust, and all amendments thereto, and the Investment Company Act of 1940, as amended (the "1940 Act"), the Manager, at its expense, may select and contract with an investment sub-adviser (the "Subadviser") for the Fund to perform, subject to the supervision of the Manager, some or all of the services for which it is responsible pursuant to paragraphs (a) and (b) of this Section 1 (including, but not limited to, the selection of brokers). The Manager will compensate the Subadviser for its services to the Fund.

(d) The Manager shall not be obligated to pay any expenses of or for the Trust or of or for the Fund not expressly assumed by the Manager pursuant to this
Section 1 other than as provided in Section 3.

2. OTHER AGREEMENTS, ETC.

It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a shareholder, partner, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlling, controlled by or under common control with the Manager, and that the Manager and any person controlling, controlled by or under common control with the Manager may have an interest in the Trust. It is also understood that the Manager and persons controlling, controlled by or under common control with the Manager have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.

3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.

The Fund will pay to the Manager as compensation for the Manager's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, a fee, computed and paid monthly at the annual rate (based on the number of days elapsed through the end of the month) of 1.00% of the Fund's net assets up to $1 billion and 0.95% of the Fund's net assets over $1 billion, each as of the last business day of the month. Such fee shall be payable for each month within five (5) business days after the end of such month.

In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in

such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall bear the Fund's expenses to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.

This Contract shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the 1940 Act); and this Contract shall not be materially amended unless such amendment is approved by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees who are not interested persons of the Trust or of the Manager.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

This Contract shall continue in effect until [May 1, 2008] and thereafter for successive annual periods, provided that such continuance is specifically approved at least annually (a) by the affirmative vote of a majority of the outstanding shares of the Fund or by the Trust's Board of Trustees, and (b) by the vote of a majority of the Trust's trustees who are not parties to this agreement or "interested persons" (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or (c) as otherwise permitted by the 1940 Act or the rules and regulations thereunder. This Contract may be terminated at any time by a vote of a majority of the Fund's outstanding voting securities or by a vote of a majority of the Trust's entire Board of Trustees on 60 days' written notice to the Manager or by the Manager on 60 days' written notice to the Trust. Unless terminated automatically as set forth in Section 4, this Agreement may only be terminated in accordance with the provisions of this Section 5.

If the continuance of this Contract is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Contract as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.

6. CERTAIN DEFINITIONS.

For the purposes of this Contract, the "affirmative vote of a majority of the outstanding shares" of the Fund means the affirmative vote, at a duly called and held meeting of shareholders, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Contract, the terms "affiliated person," "control," "interested person" and "assignment" shall have their respective meanings defined in the 1940 Act and the rules and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act; the term "specifically approve at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and the term "brokerage and research services" shall have the meaning given in the 1934 Act and the rules and regulations thereunder.

7. NONLIABILITY OF MANAGER.

In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Trust, to the Fund or to any shareholder, officer, director or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder.

8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

A copy of the Second Amended and Restated Agreement and Declaration of Trust of the Trust an all amendments thereto are on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.

IN WITNESS WHEREOF, LAUDUS TRUST and CHARLES SCHWAB INVESTMENT MANAGEMENT, INC. have each caused this instrument to be signed in duplicate on its behalf by its duly authorized representative, all as of the day and year first above written.

CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.

By: /s/ Evelyn Dilsaver
---------------------------------
Title: President & CEO

LAUDUS TRUST

By: /s/ Daniel Kern
---------------------------------
Title: Vice President, Chief Financial Officer and Treasurer

Exhibit-(d)(24)

LAUDUS ROSENBERG INTERNATIONAL DISCOVERY FUND

SUBADVISER AGREEMENT

Subadviser Agreement executed as of May 1, 2006 among CHARLES SCHWAB INVESTMENT MANAGEMENT, INC., a Delaware corporation (the "Manager"), AXA ROSENBERG INVESTMENT MANAGEMENT LLC, a Delaware limited liability company (the "Subadviser") and LAUDUS TRUST, a Massachusetts business trust (the "Trust").

WITNESSETH: That in consideration of the mutual covenants herein contained, it is agreed as follows:

1. SERVICES TO BE RENDERED BY SUBADVISER TO THE TRUST.

(a) Subject always to the control of the trustees of the Trust (the "Trustees") and the supervision of the Manager, the Subadviser, at its expense, will furnish continuously an investment program for the Laudus Rosenberg International Discovery Fund series of the Trust (the "Fund") and will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities and all other investments, including exercising discretion to select brokers and dealers to execute such transactions. For avoidance of doubt, the Manager and the Trust hereby agree that the Manager shall have no authority for the selection of brokers and/or the day-to-day placing of orders in connection with the Fund, subject only to the Manager's general supervisory obligations. In the performance of its duties, the Subadviser (i) will comply with the provisions of the Trust's then-current Declaration of Trust and By-laws, including any amendments thereto (upon receipt of such amendments by the Subadviser), and the investment objectives, policies and restrictions of the Fund as set forth in its then-current Prospectus and Statement of Additional Information (copies of which will be supplied to the Subadviser upon filing with the Securities and Exchange Commission) and (ii) will comply with such investment guidelines as may be agreed upon from time to time between the Trustees and the Subadviser. The Subadviser and the Manager shall each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund.

(b) The Subadviser, at its expense, will furnish (i) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties hereunder faithfully and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund, including oversight of the pricing of the Fund's portfolio and reasonable assistance in obtaining prices for portfolio securities (but excluding determination of net asset value, shareholder accounting services and fund accounting services).

(c) In the selection of brokers, dealers or futures commissions merchants (collectively, "brokers") and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Subadviser shall comply with such policies established by the Trustees and communicated to the Subadviser in writing and shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher

brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Subadviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as the Trustees may determine and communicate to the Subadviser in writing, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker that provides brokerage and research services to the Subadviser or any affiliated person of the Subadviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities with respect to the Fund and to other clients of the Subadviser and any affiliated person of the Subadviser as to which the Subadviser or any affiliated person of the Subadviser exercises investment discretion.

(d) The Subadviser shall not be obligated to pay any expenses of or for the Trust or of or for the Fund not expressly assumed by the Subadviser pursuant to this Section 1.

(e) The Subadviser will keep and maintain all books and records with respect to the Fund's assets and transactions required by paragraph (f) of Rule 31a-1 under the Investment Company Act of 1940, as amended (the "1940 Act"). Subadviser will use commercially reasonable efforts to furnish to the Manager any such information relating to Subadviser's services under this Agreement needed by Manager and the Fund to keep and maintain the other books and records of the Fund required by Rule 31a-1 under the 1940 Act. Subadviser will use commercially reasonable efforts to furnish to Manager any other information relating to the Fund's assets that must be filed by the Fund with the SEC or sent to shareholders under the 1940 Act, and any exemptive or other relief granted by the SEC. Subadviser agrees that all records that it maintains on behalf of the Fund are property of the Fund, and Subadviser will surrender promptly to Fund any of such records upon the Fund's request and at the Fund's expense; provided, however, Subadviser may retain copies of such records. In addition, Subadviser will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and will transfer said records to any successor subadviser upon its termination as subadviser (or, if there is no successor subadviser, to the Manager.)

2. OTHER AGREEMENTS, ETC. It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a shareholder, partner, director, officer or employee of, or be otherwise interested in, the Subadviser, and in any person controlling, controlled by or under common control with the Subadviser, and that the Subadviser and any person controlling, controlled by or under common control with the Subadviser may have an interest in the Trust. It is also understood that

the Subadviser and persons controlling, controlled by or under common control with the Subadviser have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.

3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUBADVISER. The Manager will pay to the Subadviser as compensation for the Subadviser's services rendered, for the facilities furnished and for the expenses borne by the Subadviser pursuant to Section 1, a fee in accordance with Schedule A of this Agreement.

4. AMENDMENTS OF THIS AGREEMENT. This Agreement shall not be amended except by a writing executed by each of the parties hereto.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT. This Agreement shall continue in effect until May 1, 2008 and thereafter for successive annual periods, provided that such continuance is specifically approved at least annually (a) by the affirmative vote of a majority of the outstanding shares of the Fund or by the Trust's Board of Trustees, and (b) by the vote of a majority of the Trust's trustees who are not parties to this agreement or "interested persons" (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or (c) as otherwise permitted by the 1940 Act or the rules and regulations thereunder. This Agreement may be terminated at any time by a vote of a majority of the Fund's outstanding voting securities or by a vote of a majority of the Trust's entire Board of Trustees on 60 days' written notice to the Subadviser or by the Subadviser on 60 days' written notice to the Trust. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act). This Agreement may only be terminated in accordance with the provisions of this paragraph 5.

6. CERTAIN DEFINITIONS. For the purposes of this Agreement, the "affirmative vote of a majority of the outstanding shares" means the affirmative vote, at a duly called and held meeting of shareholders, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Agreement, the terms "affiliated person", "control", "interested person" and "assignment" shall have their respective meanings defined in the 1940 Act and the rules and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under the 1940 Act; the term "specifically approve at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and the term "brokerage and research services" shall have the meaning given in the 1934 Act and the rules and regulations thereunder.

7. USE OF NAMES.

The Subadviser owns the right to use the names "Rosenberg" and "AXA Rosenberg" in connection with investment-related services or products, and such names may be used by the Trust, the Manager and the Fund only with the consent of the Subadviser. The Subadviser consents to the use by the Trust and the Manager of the names "Rosenberg" in the name of the Fund and "AXA Rosenberg" in any materials prepared in connection with the Fund, but only for so long as (i) this agreement shall remain in full force (except that the Manager and the Fund shall be permitted to use such names in reference to the Fund's former name and the Subadviser's former role as subadvisor for a reasonable transition period of not less than six months nor more than twelve months after the termination of this Agreement and for periods thereafter as may be required for disclosure in a regulatory filing, subject in each case to the Subadviser's prior approval, which shall not be unreasonably withheld), and (ii) each of the Trust and Manager shall fully perform, fulfill and comply with all provisions of this agreement expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust or the Manager at any time or in any place or for any purposes or under any conditions except as provided in this section.

The foregoing limited authorization by the Subadviser to the Trust and Manager to use the names "Rosenberg" and/or "AXA Rosenberg" is not exclusive of the right of the Subadviser itself to use, or to authorize others to use, said names; the Trust and Manager acknowledge and agree that as among the Subadviser, the Trust and the Manager, the Subadviser has the exclusive right to use, or to authorize others to use, said names; and the Trust and Manager agree, on behalf of the Fund, to take such action as may reasonably be requested by the Subadviser to give full effect to the provisions of this section (including, without limitation, consenting to such use of said names). Without limiting the generality of the foregoing, the Trust and Manager agree that, upon any termination of this agreement or upon the violation of any of its provisions by the Trust or Manager, each of the Trust and Manager will use its best efforts to change the name of the Trust and Fund so as to eliminate all reference, if any, to the names "Rosenberg" and "AXA Rosenberg" and will not thereafter transact any business in a name containing the name "Rosenberg" or "AXA Rosenberg" in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the name "Rosenberg" or "AXA Rosenberg" or any other reference to the Subadviser, except as provided in this section. Such covenants on the part of the Trust and Manager shall be binding upon them, their trustees, directors, officers, stockholders, creditors and all other persons claiming under or through it and shall survive the termination of this Agreement.

8. NONLIABILITY OF SUBADVISER. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to the Manager, to the Trust, to the Fund, or to any shareholder, officer, director or Trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder.

9. EXERCISE OF VOTING RIGHTS. Except with the agreement or on the specific instructions of the Trustees or the Manager, the Subadviser shall exercise or procure the exercise of any voting right attaching to investments of the Fund.

10. NOTICES. All notices, requests and consents shall be in writing and shall be personally delivered or mailed by registered mail, postage prepaid, to the other party at such address as may be furnished in writing by such party.

11. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Second Amended and Restated Agreement and Declaration of Trust of the Trust is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.

[Signatures follow on next page]

IN WITNESS WHEREOF, CHARLES SCHWAB INVESTMENT MANAGEMENT, INC., AXA ROSENBERG INVESTMENT MANAGEMENT LLC and LAUDUS TRUST have each caused this instrument to be signed in duplicate on its behalf by its duly authorized representative, all as of the day and year first above written.

CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.

By: /s/ Evelyn Dilsaver
--------------------------------
Title: President & CEO

AXA ROSENBERG INVESTMENT MANAGEMENT LLC

By: /s/ William E. Ricks
--------------------------------
Title: Chief Executive Officer

LAUDUS TRUST

By: /s/ Daniel Kern
     ---------------------------
     Title: Vice President, Chief Financial Officer and Treasurer

SCHEDULE A - FEES

(LAUDUS ROSENBERG INTERNATIONAL DISCOVERY FUND)

The Manager will pay to the Subadviser as compensation for the services rendered, the facilities furnished and the expenses borne by the Subadviser pursuant to Section 1, in arrears for each calendar quarter, a fee, equal to (1) the Sub-Advisory Base Fee (as defined below), plus or minus (2) the Performance Adjustment (as defined below), if any.

1. The Sub-Advisory Base Fee shall be computed in arrears, with respect to any calendar quarter, by multiplying the Quarterly Sub-Advisory Base Rate (as defined below) for such quarter by the average daily net assets of the Fund over such quarter. The Quarterly Sub-Advisory Base Rate for a particular quarter shall equal the respective Annual Sub-Advisory Base Rate for such quarter divided by four. The Annual Sub-Advisory Base Rate for any particular calendar quarter shall equal: (i) 50.0 bps with respect to the assets of the Fund up to and including $500 million; (ii) 50.0 bps with respect to assets of the Fund treated as Second Tranche Excess (as defined below); and (iii) 40.0 bps with respect to assets of the Fund in excess of both $500 million and the amount of assets of the Fund treated as Second Tranche Excess. The Sub-Advisory Base Fee for a partial quarter (if this Agreement becomes effective or is terminated on other than the first or the last day of a calendar quarter, respectively) shall be based on the average daily net assets of the Fund over, and shall be prorated based on the number of days in, such partial quarter.

2. For purposes of calculating the Second Tranche Excess of average daily net assets, if the assets as of the closing date of any fund sub-advised by the Subadviser as of the closing date of the Adoption Agreement between the Adviser and Subadviser, as amended, (including the Laudus VIT Value Long/Short Equity Fund) other than the Laudus Rosenberg U.S. Small Capitalization Fund ("Existing Funds") (as set forth on Schedule B) exceed such Existing Fund's average daily net assets over the relevant quarter, the amount of such excess (the "Second Tranche Excess") shall be allocated pro rata first among all other Existing Funds that have assets in excess of their respective assets as of the closing date (as set forth on Schedule B), and, if such excess assets of the Existing Funds are insufficient to permit full allocation of the Second Tranche Excess, the remaining Second Tranche Excess shall be allocated pro rata among all Funds, if any, sub-advised by the Subadviser that are not Existing Funds; and provided further that no Existing Fund shall receive any allocation of the Second Tranche Excess if its average daily net assets over the quarter do not exceed its respective assets as of the closing date (as set forth on Schedule B).

Fund A             Fund B              Fund C              Total
------             ------              ------              -----
$200 million       $300 million        $500 million        $1 billion

Assume further average daily net assets over a quarter as follows:

Fund A             Fund B              Fund C              Total
------             ------              ------              -----
$300 million       $100 million        $900 million        $1.3 billion

In this example, all of Fund B's average daily net assets over the quarter would be in its Initial Tranche because they fall short of its assets under management as of the closing date. The difference between Fund B's assets as of the closing and its average daily net assets over the quarter ($200 million) constitutes Second Tranche Excess, which would be allocated between Fund A and Fund C (each of which has average daily net assets over the quarter that exceed its respective assets under management as of the closing date) pro rata according to the amount of such excesses. The excesses equal, for Fund A, $300 - $200 million = $100 million, and for Fund C, $900 million - $500 million = $400 million, so the $200 million shortfall from Fund B would be allocated according to a 1:4 ratio between Fund A and Fund C, respectively, or $40 million to Fund A and $160 million to Fund C. Accordingly, $240 million of Fund A and $660 million of Fund C, together with Fund B's $100 million, or a total of $1 billion, would be Initial Tranche assets. The remaining $60 million of Fund A and $240 million of Fund C, or a total of $300 million, would be in the Second Tranche of those Funds.

3. [The Performance Adjustment, if any, for any particular calendar quarter shall also be calculated in arrears and shall be equal to the product of (a) the Adjustment Rate (as defined below), (b) the Fund's Investment Advisory Contractual Rate divided by four, and (c) the average daily net assets of the Fund over the Rolling Period (as defined below). The Adjustment Rate shall equal 2.5 times (i) the Performance Difference for such quarter minus 2.0%, if such Performance Difference is positive, or (ii) the Performance Difference for such quarter plus 2.0%, if such Performance Difference is negative; provided, however, that the Adjustment Rate shall equal zero (and accordingly there shall be no Performance Adjustment) in the event that the Performance Difference is neither greater than 2% nor less than negative 2%; and provided further that the Adjustment Rate shall in no event be greater than positive 5% or less than negative 5%. For purposes of the foregoing, the term "Performance Difference" for any particular quarter shall mean the difference between the Fund's Investment Performance (as defined below) for the Rolling Period (as defined below) ending on the last day of the quarter, and the Record (as defined below) of the S&P/Citigroup Global ex-U.S. Broad Market Index for the same rolling period; the term "Investment Performance" shall mean the daily-compounded rate of return, reflecting all income, dividends and capital actions as of the date occurring or earned by the Fund, net of all expenses of the Fund, expressed as a percentage; the term "Record" shall mean the total return of the S&P/Citigroup Global ex-U.S. Broad Market Index, expressed as a percentage; and the term "Rolling Period" shall mean a period consisting of twelve calendar quarters, or such shorter period as has elapsed since January 30, 2004, with the most recent quarter substituted for the earliest such quarter as time passes, but in no event shall the Rolling Period be less than four calendar quarters.]

FUND                                                        ASSETS AS OF THE CLOSING DATE
----                                                        -----------------------------
Laudus Rosenberg U.S. Discovery Fund                             $78,367,516
Laudus Rosenberg U.S. Large Capitalization Growth Fund           $6,014,194
           (formerly known as the Enhanced 500 Fund)
Laudus Rosenberg U.S. Large Capitalization Fund                  $44,477,430
Laudus Rosenberg International Equity Fund                       $12,648,065
Laudus Rosenberg International Small Capitalization Fund         $127,593,957
Laudus Rosenberg European Fund                                   $8,693,826
Laudus Rosenberg U.S. Long/Short Equity Fund                     $0
Laudus Rosenberg U.S. Large/Mid Capitalization
           Long/Short Equity Fund                                $28,394,187
Laudus Rosenberg Value Long/Short Equity Fund                    $121,808,052
Laudus Rosenberg Global Long/Short Equity Fund                   $21,062,637
Laudus Rosenberg U.S. Small Capitalization Fund                  $1,254,193,508
Laudus Rosenberg VIT Value Long/Short Equity Fund                $10,255,723

Exhibit-23(e)

DISTRIBUTION AGREEMENT

AGREEMENT dated as of October 1, 2005, by and among Laudus Trust, a Massachusetts business trust, having its principal place of business at 101 Montgomery Street, San Francisco, California 94104 (the "TRUST"), Laudus Variable Insurance Trust, a Massachusetts business trust, having its principal place of business at 101 Montgomery Street, San Francisco, California 94104 ("VIT" and together with the Trust, the "Trusts"), Charles Schwab Investment Management, Inc., a Delaware corporation, having its principal place of business at 101 Montgomery Street, San Francisco, California 94104 (the "ADVISER") and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1625 Broadway, Suite 2200, Denver, Colorado 80202 (the "DISTRIBUTOR").

WHEREAS, each Trust is registered under the Investment Company Act of 1940, as amended (the "1940 ACT"), as an open-end management investment company, and is authorized to issue shares of beneficial interest ("SHARES") in separate series, with each series representing interests in a separate portfolio of securities and other assets;

WHEREAS, the Adviser serves as the investment adviser for each Trust and is duly registered under the Investment Advisers Act of 1940, as amended, as an investment adviser;

WHEREAS, each Trust desires to retain the Distributor in connection with the offering and sale of Shares of each series listed on Schedule A hereto (and classes thereof), as may be amended from time to time (each a "FUND," and collectively the "FUNDS")

WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and is a member of NASD, Inc. (the "NASD");

WHEREAS, the Agreement has been approved by a vote of each Trust's Board of Trustees (the "BOARD") and each of its trustees who is not an "interested person" of each Trust (as defined under the 1940 Act) and who is neither a party to this Agreement nor an interested persons of a party to this Agreement (collectively, the "INDEPENDENT TRUSTEES") in conformity with Section 15 of the 1940 Act; and

WHEREAS, the Distributor is willing to act as principal underwriter and distributor for each Trust on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Appointment of Distributor -- Each Trust hereby appoints the Distributor as its agent to act as principal underwriter in connection with the sale and distribution of Shares of the Funds on the terms and conditions set forth in this Agreement, and the Distributor hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement.

2. Sales of Shares -- Each Trust grants to the Distributor the right to sell the Shares as agent on behalf of each Trust, during the term of this Agreement, subject to the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), the 1940 Act and of the laws governing the sale of securities in the various states ("BLUE SKY LAWS"), under the terms and conditions set forth in this Agreement. The Distributor agrees to sell Shares of the Funds on a best efforts basis covered by this Agreement upon the terms and at the current offering price (plus any sales charges, if any) described in the Prospectus. As used in this Agreement, the term "PROSPECTUS" shall mean the current prospectus,

including the statement of additional information, as amended or supplemented, relating to the Funds and included in each Trust's currently effective registration statement or post-effective amendment thereto (the "REGISTRATION STATEMENT") filed with the Securities and Exchange Commission ("SEC") under the Securities Act and the 1940 Act. The Distributor shall devote its best efforts to effect sales of Shares of the Funds but shall not be obligated to sell any certain number of Shares.

3. Duties of the Distributor -- (a) During the continuous public offering of Shares, the Distributor will hold itself available to receive orders for the purchase and redemption of Shares of the Funds and will accept such orders on behalf of the Fund, provided the orders are in satisfactory form as described in the Fund's Prospectus. Such orders shall be deemed effective at the time and in the manner set forth in the Prospectus. The Distributor, with the operational assistance of each Trust's transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation's Fund/SERV system and/or such other trading system(s) as identified by each Trust.

(b) In connection with all matters relating to this Agreement, the Distributor agrees to act in conformity with each Trust's Agreement and Declaration of Trust and By-Laws, as each may be amended or supplemented, and with the instructions of the Board and to comply with the requirements of the Securities Act, the Exchange Act, the 1940 Act, the regulations of the NASD and all other applicable federal or state laws and regulations. The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by each Trust.

(c) Subject to the supervisory authority of the Board, and on such terms as are authorized by each Trust, the Distributor may enter into agreements ("Intermediary Agreements") with selected dealers, financial advisers and other financial intermediaries (collectively, the "Financial Intermediaries") for the provision of distribution and/or shareholder services related to the sale of Shares, as agreed by the Distributor and the Financial Intermediaries that are parties to such agreements. The Distributor will act only as principal in entering into such agreements with Financial Intermediaries. The Distributor may designate one or more of the Financial Intermediaries to act as agent of a Fund solely for the purpose of receiving purchase and redemption orders for the Fund. The Distributor agrees to cooperate with each Trust to negotiate, enter into and administer such agreements with Financial Intermediaries as each Trust may determine. The form of any agreement between the Distributor and the Financial Intermediaries shall be mutually agreed upon and approved by each Trust and the Distributor. The Distributor further agrees to cooperate with each Trust to negotiate, and administer sub-accounting agreements between each Trust and Financial Intermediaries.

(d) The Distributor shall monitor and process payments made to Financial Intermediaries under each Trust's distribution and shareholder servicing plans and shall monitor and process sub-accounting payments and revenue sharing payments made to Financial Intermediaries.

(e) The Distributor shall prepare or participate in the preparation of reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding payments made to Financial Intermediaries under the applicable Trust's Distribution and Shareholder Servicing plans and regarding sub-accounting payments. The Distributor shall prepare reports regarding the use of distribution and shareholder servicing payments received by the Distributor, if any, on at least a quarterly basis.

(f) The Distributor shall at all times during the term of this Agreement remain registered or qualified as a broker-dealer under the Exchange Act and with each state under applicable state securities laws and regulations, and shall also remain a member in good standing of the NASD. The Distributor shall bear the expenses of registration or qualification of the Distributor as a dealer or broker under

federal or state laws and the expenses of continuing such registration or qualification. The Distributor shall immediately notify each Trust in writing in the event of any investigation by a governmental or regulatory agency that is likely to affect such registrations or membership, or if it receives written notification that such registrations or membership has been temporarily or permanently suspended, limited or terminated. The Distributor represents and warrants that this Agreement has been duly authorized by all necessary action by the Distributor under the Exchange Act and any other applicable federal or state laws or regulations.

(g) The Distributor agrees to use its best efforts to solicit orders for the sale of the Shares upon the terms and at the public offering price described in the Prospectus and will undertake such advertising and promotion as it believes is reasonable in connection with such solicitation. The Distributor is responsible for reviewing and filing any sales literature or advertising material (including material disseminated through radio, television, Web site, Internet or other electronic media) concerning each Trust ("MARKETING MATERIAL") with the NASD to the extent required by the Exchange Act and the 1940 Act, including the rules and regulations thereunder, and by the rules of the NASD. Each Trust shall be responsible for submitting any Marketing Material to the Distributor in a reasonable amount of time prior to the deadline for filing the Marketing Material with the NASD. After approval of the Marketing Material by the Distributor, each Trust shall provide to the Distributor final versions of the Marketing Material for filing with the NASD. The Distributor's written approval must be obtained prior to using Marketing Material.

(h) The Distributor will promptly transmit any orders received by it for purchase, redemption or exchange of the Shares to each Trust's transfer agent. The Distributor shall develop and implement procedures that are reasonably designed to ensure that, to the extent the Distributor is responsible for transactions for the purchase and redemption of Shares hereunder, such transactions are processed and consummated in accordance with the Prospectus and the requirements of Section 22(c) of the 1940 Act and the rules adopted thereunder (the "SECTION 22 RULES"), and processed in accordance with the guidance set forth in NASD Special Notice to Members 03-05 (September 2003). All contractual arrangements for the sale of Shares and to which the Distributor is a party, including agreements between the Distributor and Financial Intermediaries, shall require that the counterparty implement policies and procedures that are reasonably designed to ensure that all transactions in Shares initiated or processed by the counterparty must be effected in accordance with the Prospectus and all applicable law, rules and regulation, including the
Section 22 Rules.

(i) The Distributor shall implement and maintain disaster recovery and business continuity procedures that are reasonably designed to recover data processing systems, data communications facilities, information, data and other business related functions in a secure manner and in a time frame that is consistent with legal, regulatory and business requirements while maintaining information integrity ("BUSINESS CONTINUITY PROCEDURES"). In the event of any business interruption, the Distributor shall act in good faith and exercise reasonable care to minimize any interruption in its ability to perform the services hereunder. In the event of a disaster, Distributor shall keep each Trust reasonably informed regarding the status of its recovery efforts. The Distributor shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control or anticipation, including without limitation or natural disaster, except to the extent such failures or delays result from or are extended by the Distributor's failure to implement and maintain Business Continuity Procedures.

(j) In accordance with the Distributor's internal compliance program, the Distributor will provide, on a regular basis, reports under the program as agreed to by the Distributor and each Trust. Upon request of each Trust, the Distributor will provide to each Trust on a semi-annual or quarterly basis a sub-certification pursuant to the Sarbanes-Oxley Act of 2002 with respect to the

Distributor's performance of the services set forth in this Agreement and its internal controls related thereto substantially in the form provided at Schedule C, as the same may be updated from time to time. In addition, upon request of the Fund, on a semi-annual or quarterly basis, the Distributor will provide to the Fund a certification under Rule 38a-1 of the 1940 Act with respect to the compliance provisions required by that Rule.

(k) The Distributor shall maintain books and records as required under Rule 31a-1 of the 1940 Act with respect to the services provided under this Agreement.

(l) The Distributor shall maintain policies and procedures reasonably designed to perform due diligence on Financial Intermediaries, and agrees to send annual notices reminding Financial Intermediaries of their compliance obligations under the Intermediary Agreements and any other matters as agreed to by the Distributor and each Trust from time to time.

4. Compensation -- The Adviser, on behalf of each Trust, shall pay to the Distributor such compensation for the Distributor's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth on Schedule B (Fee Schedule) to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable within thirty (30) days of the Adviser's receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable within thirty (30) days of termination of this Agreement.

5. Sales of Shares by the Trust -- The rights granted to the Distributor shall be nonexclusive in that each Trust reserves the right to: (a) issue or sell Shares directly to holders of Shares of the Fund upon such terms and conditions and for such consideration, if any, as it may determine, whether in connection with the distribution of subscription or purchase rights, the payment or reinvestment of dividends or distributions, or otherwise; (b) issue or sell Shares at net asset value in connection with recapitalization, merger or consolidation with, or acquisition of the assets of, other investment companies or similar companies; or (c) issue Shares in connection with any offer of exchange permitted by Section 11 of the 1940 Act.

6. Public Offering Price -- All Shares sold to investors by the Distributor or each Trust will be sold at the public offering price as described the Prospectus. The public offering price for all accepted purchase orders will be the net asset value per Share, as determined in the manner described in Prospectus. Each Trust, on behalf of each applicable Fund, shall in all cases receive the net asset value per Share on all sales. If a fee in connection with purchases of Shares is in effect, such fee will be paid to each Trust on behalf of the applicable Fund.

7. Suspension of Sales -- Each Trust reserves the right, in its sole discretion, to suspend sales and the Distributor's authority to solicit and process orders for Shares. Any such suspension will continue for such period as determined by each Trust in its sole discretion.

8. Registration of Shares -- Each Trust agrees that it will take all action necessary to register the Shares under the Securities Act and the 1940 Act (subject to the necessary approval of its shareholders). Each Trust shall make available to the Distributor, at the Distributor's expense, such number of copies of its Prospectus (including the statement of additional information, if requested) as the Distributor may reasonably request. Each Trust shall furnish to the Distributor copies of all information, financial statements and other papers, which the Distributor may reasonably request for use in connection with the distribution of Shares.

9. Documents -- Each Trust has furnished or will furnish, upon request, the Distributor with copies of each Trust's Agreement and Declaration of Trust, By-Laws and Prospectus, as well as other agreements and all forms relating to any plan, program or service offered by each Trust related to the offering of Shares that the Distributor may reasonably request. Each Trust shall furnish to the Distributor, within a reasonable time period, a copy of any amendment or supplement to any of the above-referenced documents. Upon written request, each Trust shall furnish promptly to the Distributor any additional documents necessary or advisable to perform its functions hereunder.

10. Trust Expenses -- Unless otherwise agreed to by the parties hereto in writing, the Distributor shall not be responsible for fees and expenses in connection with (a) filing of any registration statement, printing and the distribution of any prospectus and statement of additional information under the Securities Act and/or the 1940 Act and amendments prepared for use in connection with the offering of Shares for sale to the public, preparing, setting in type, printing and mailing the prospectus, statement of additional information and any supplements thereto sent to existing shareholders, (b) preparing, setting in type, printing and mailing any report (including annual and semi-annual reports) or other communication to shareholders of the Fund, or (c) the Blue Sky registration and qualification of Shares for sale in the various states in which the officers of each Trust shall determine it advisable to qualify Shares for sale.

11. Use of the Distributor's Name -- Each Trust shall not use the name of the Distributor, or any of its affiliates, in any prospectus or statement of additional information, sales literature, and other material relating to each Trust in any manner without the prior written consent of the Distributor (which shall not be unreasonably withheld); provided, however, that the Distributor hereby approves all lawful uses of the names of the Distributor and its affiliates in the Fund's prospectus and statement of additional information and in all other materials which merely refer in accurate terms to their appointment hereunder or which are required by the SEC, NASD, OCC or any state securities authority.

12. Use of each Trust's Name -- During the term of this Agreement and at all times thereafter, neither the Distributor nor any of its affiliates or agents shall use the names, trademarks, trade names, or service marks of each Trust or any Fund without, as appropriate, the Fund's prior written authorization ; provided, however, that each Trust hereby approves all lawful uses of its name in any required regulatory filings of the Distributor that merely refer in accurate terms to the appointment of the Distributor hereunder, or that are required by the SEC, NASD, OCC or any state securities authority.

13. Insurance -- The Distributor agrees to maintain fidelity bond and liability insurance coverages that are, in scope and amount, consistent with coverages customary for distribution activities relating to each Trust. The Distributor shall promptly notify each Trust upon receipt of any notice of material, adverse change in the terms or provisions of its insurance coverage. Such notification shall include the date of change and the reason or reasons therefor. The Distributor shall notify each Trust of any material claims against it, whether or not covered by insurance, and shall notify each Trust from time to time as may be appropriate of the total outstanding claims made by it under its insurance coverage.

14. Indemnification -- The Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the Securities Act, against any loss, liability, claim, damages or expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any Shares, based upon the ground that the registration statement, prospectus, statement of additional information, shareholder reports or other information filed or made public by each Trust (as from time to time amended by each Trust) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the Securities

Act, the 1940 Act or any other statute or the common law. However, each Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to each Trust by or on behalf of the Distributor. In no case (i) is the indemnity of each Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any person against any liability to each Trust or its security holders to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, breach of this Agreement, bad faith or negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is each Trust to be liable under its indemnity agreement contained in the paragraph with respect to any claim made against the Distributor or any person indemnified unless the Distributor or person, as the case may be, shall have notified each Trust in writing of the claim promptly after the summons or other first written notification giving information of the nature of the claims shall have been served upon the Distributor or any such person (or after the Distributor or such person shall have received notice of service on any designated agent). However, failure to notify each Trust of any claim shall not relieve each Trust from any liability which it may have to any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. Each Trust shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, and if each Trust elects to assume the defense, the defense shall be conducted by counsel chosen by each Trust. In the event each Trust elects to assume the defense of any suit and retain counsel, the Distributor, officers or directors or controlling person(s), defendant(s) in the suit, shall bear the fees and expenses of any additional counsel retained by them. If each Trust does not elect to assume the defense of any suit, it will reimburse the Distributor, officers or directors or controlling person(s) or defendant(s) in the suit for the reasonable fees and expenses of any counsel retained by them. Each Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceeding against it or any of its officers in connection with the issuance or sale of any of the Shares. Distributor shall reasonably cooperate with each Trust in connection with the defense.

The Distributor also covenants and agrees that it will indemnify and hold harmless each Trust and each of its trustees, officers and any person, who controls each Trust, if any, within the meaning of Section 15 of the Securities Act, against any loss, liability, damages, claims or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any Shares, based upon the Securities Act, the 1940 Act or any other federal or state statute, regulation or rule, or common law, alleging (a) any wrongful act of the Distributor or any of its employees and agents, including breach of this Agreement, or (b) that any sales literature, advertisements, information, statements or representations used or made by the Distributor or any of its affiliates or employees or that the registration statement, prospectus, statement of additional information, (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon, and in conformity with, information furnished to each Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of each Trust or any person indemnified to be deemed to protect each Trust or any person against any liability to which each Trust or such person would otherwise be subject by reason of willful misfeasance, breach of this Agreement, bad faith or negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against each Trust or any person indemnified unless each Trust or person, as the case may be, shall have notified the Distributor in writing of the claim promptly after the summons or other first written notification giving information of the nature of the claim shall have been served upon each Trust or any such person (or after each Trust or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to each Trust or any person against whom the action

is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case of any notice to the Distributor it shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, and if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to each Trust, to its officers and to any controlling person(s) or defendant(s) in the suit. In the event that the Distributor elects to assume the defense of any suit and retain counsel, each Trust or controlling person(s), defendant(s) in the suit, shall bear the fees and expense of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse each Trust, officers or controlling person(s), defendant(s) in the suit, for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify each Trust promptly of the commencement of any litigation or proceedings against it in connection with each Trust and sale of any of the Shares. Each Trust shall reasonably cooperate with the Distributor in connection with the defense.

15. Standard of Care. The Distributor shall at all times act in conformity with the requirements of this Agreement and shall act in good faith and without negligence or willful misconduct.

16. Supplemental Information -- The Distributor and each Trust shall regularly consult with each other regarding the Distributor's performance of its obligations under this Agreement. In connection therewith, each Trust shall submit to the Distributor at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the Securities Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit each Trust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information, of whatever character, as each Trust may deem advisable, such right being in all respects absolute and unconditional.

The Distributor acknowledges that the only information provided to it by each Trust is that contained in the registration statement, the prospectus, the statement of additional information and reports and financial information referred to herein. Neither the Distributor nor any other person is authorized by each Trust to give any information or to make any representations, other than those contained in such documents and any sales literature or advertisements specifically approved by appropriate representatives of each Trust.

17. Term -- This Agreement shall become effective as of October 1, 2005 and shall continue until two years from such date and thereafter shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually (i) by each Trust's Board of Trustees or
(ii) by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the relevant Fund, provided that in either event the continuance is also approved by the majority of the Independent Trustees by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty on sixty days' written notice by each Trust, or, with respect to any Fund, by vote of the holders of a majority of the outstanding voting securities of such Fund (as defined under the 1940 Act), or by the Distributor. This Agreement shall automatically terminate in the event of its assignment (as defined in the 1940 Act).

Upon the termination of this Agreement, the Distributor, at each Trust's expense and direction, shall transfer to such successor as each Trust shall specify all relevant books, records and other data established or maintained by the Distributor under this Agreement.

18. Anti-Money Laundering - (a) The parties acknowledge that each Trust is primarily relying on service providers, including the Distributor, to implement procedures consistent with such service provider's contractual obligations that are reasonably designed to detect and deter money laundering activity that may occur within each Trust.

(b) In accordance with the above representations, the Distributor agrees to maintain, and shall cause any agents or representatives of the Distributor used to perform services under the Agreement to maintain, an anti-money laundering program (the "AML PROGRAM") that complies with applicable anti-money laundering laws, rules and regulations, including NASD Rule 3011 (the "AML RULES").

(c) The Distributor acknowledges that each Trust will not have access to detailed information about the beneficial owners of Shares. Accordingly, to the extent that the Distributor knows or reasonably should know of: (i) suspected money laundering activity in connection with each Trust; (ii) violations of the AML Rules in connection with each Trust; (iii) any reports received by the Distributor from any federal regulator(s) pertaining to material non-compliance with the AML Rules in connection with each Trust; and (iv) any action taken in response to (i) through (iii), the Distributor agrees to provide prompt written notification to each Trust.

(d) The Distributor agrees to make reasonably available all of its policies, procedures and records relating to its AML Program implement for the benefit of each Trust upon reasonable request of each Trust and any law enforcement authority or regulatory agency.

(e) Each party agrees not disclose to any third party, other than a federal law enforcement or regulatory agency, or each Trust's investment manager, any information pertaining to suspected money-laundering activity that either party may provide to the other party or to any federal or state law enforcement or regulatory agency.

19. Notice -- Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by (i) telecopier (fax) or (ii) registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice:

if to each Trust at:

101 Montgomery Street
San Francisco, California 94104
Attn: President

if to the Adviser at:

101 Montgomery Street
San Francisco, California 94104

Attn: President

if to the Distributor at:

1625 Broadway, Suite 2200,
Denver, Colorado, 80202

Attn: General Counsel

or such other telecopier (fax) number or address as may be furnished by one party to the other.

20. Confidential Information -- The Distributor, its officers, directors, employees and agents will treat confidentially and as proprietary information of each Trust all records and other information relative to each Trust and to prior or present shareholders or to those persons or entities who respond to the Distributor's inquiries concerning investment in each Trust, and will not use such records and information for any purposes other than performance of its responsibilities and duties hereunder. Portfolio holdings information of each Trust shall be deemed to be confidential information of each Trust until such time as such portfolio holdings information shall made available in a public filing by each Trust. The Distributor shall not purchase or sell securities or other investments on the basis of confidential portfolio holdings information of each Trust provided to the Distributor and shall take reasonable steps to prevent any employee or agent of Distributor from purchasing or selling securities or other investments on the same basis. In accordance with provisions of Regulation S-P, the Distributor shall not directly or indirectly through an affiliate, disclose any non-public personal information to any third party, except as required or permitted by law and as provided in this Section 20. If the Distributor is requested or required by, but not limited to, depositions, interrogatories, requests for information or documents, subpoena, civil investigation, demand or other action, proceeding or process or as otherwise required by law, statute, regulation, writ, decree or the like to disclose such information, the Distributor will provide each Trust with prompt written notice of any such request or requirement so that each Trust may seek an appropriate protective order or other appropriate remedy and/or waive compliance with this provision. If such order or other remedy is not sought, or obtained, or waiver not received within a reasonable period following such notice, then the Distributor may without liability hereunder, disclose to the person, entity or agency requesting or requiring the information, that portion of the information that is legally required in the reasonable opinion of the Distributor's counsel.

21. Limitation of Liability -- (a) The Distributor agrees that the obligations assumed by each Trust under this contract shall be limited in all cases to each Trust and its assets. The Distributor agrees that it shall not seek satisfaction of any such obligation from one or more shareholders of the Funds, trustees or officers of each Trust. The Distributor understands that the rights and obligations of each Fund under each Trust's Agreement and Declaration of Trust are separate and distinct from those of any and all other Funds.

(b) The parties acknowledge that each Trust's Agreement and Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts and was executed on behalf of each Trust by the trustees of each Trust as trustees and not individually, and any obligation of each Trust shall be binding only upon the assets of each Trust (or applicable Fund) and shall not be binding upon any trustee, officer or shareholder of each Trust. Neither the authorization of any action by the trustees or shareholders of each Trust nor the execution of this Agreement on behalf of each Trust shall impose any liability upon any trustee, officer or shareholder of each Trust.

22. Miscellaneous -- Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed, interpreted, and enforced in accordance with and governed by the laws of the State of Colorado. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may not be changed, waived, discharged or amended except by written instrument that shall make specific reference to this Agreement and which shall be signed by the party against which enforcement of such change, waiver, discharge or amendment is sought. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each party hereto has executed this instrument in its name and behalf as of the date and year first above written.

LAUDUS TRUST                              ALPS DISTRIBUTORS, INC.


By: /s/ Jana Thompson                     By: /s/ Jeremy O. May
    --------------------------------          ---------------------------------
Name:                                     Name:   Jeremy O. May
Title:                                    Title:  Managing Director

LAUDUS VARIABLE INSURANCE TRUST

By: /s/ Jana Thompson
    --------------------------------
Name:

Title:

CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.,
with respect to Section 4 hereof only

By: /s/ Evelyn Dilsaver
    --------------------------------
Name:
Title:

Schedule A

List of Funds

Laudus Rosenberg U.S. Large Capitalization Fund Laudus Rosenberg U.S. Large Capitalization Growth Fund Laudus Rosenberg U.S. Large Capitalization Value Fund Laudus Rosenberg U.S. Discovery Fund
Laudus Rosenberg U.S. Small Capitalization Fund Laudus Rosenberg International Equity Fund Laudus Rosenberg International Small Capitalization Fund Laudus Rosenberg U.S. Large/Mid Capitalization Long/Short Equity Fund Laudus Rosenberg U.S. Long/Short Equity Fund Laudus Rosenberg Global Long/Short Equity Fund Laudus Rosenberg Value Long/Short Equity Fund

Laudus Rosenberg VIT Value Long/Short Equity Fund

Schedule B

Fee Schedule

The Adviser shall pay Distributor a monthly fee at the annual rate of:

$15,000 annual base fee per Portfolio, plus:

- 1/2 basis point of Portfolios' annual average net assets between $0 - $1.0B

- 1/4 basis point of Portfolios' annual average net assets between $1.0B - $2.0B

- 1/10 basis point of Portfolios' annual average net assets over $2.0B

Distributor will invoice the Adviser monthly. Such fees shall be pro-rated for any partial month. In addition, the Adviser shall be responsible for all out-of-pocket expenses incurred by Distributor in connection with NASD advertising review and filing, NASD registration and licensing, which include, which include, but shall not be limited to, costs for study materials, classes, opening test taking windows, exams, state registration, fulfillment of the regulatory element, fulfillment of the firm element, the annual compliance meeting and on-site examinations of the offices of those individuals registered with the NASD.

Schedule C

Date

CERTIFYING OFFICERS
Laudus Trust/Laudus Variable Insurance Trust 101 Montgomery Street
San Francisco, CA 94104

Representations in Connection with Certification under Rule 30a-2 of the Investment Company Act of 1940 with respect to the Laudus Trust/Laudus Variable Insurance Trust (the "Company")

Dear Certifying Officers:

ALPS Distributor, Inc. (the "Distributor"), in its role as distributor to each of the series (the "Fund") of the Company pursuant to the Distribution Agreement (the "Contract") and in accordance with the Company's Distribution and Shareholder Service Plans (the "Plans"), is providing this letter at your request to assist you with meeting your certification requirements under Rule 30a-2 under the Investment Company Act of 1940, as amended. The Distributor representations solely relate to the report filed on Form N-CSR with the U. S. Securities and Exchange Commission (the "SEC") for the period ended [ ] (the "Report").

Certain representations in this letter are described as being limited to matters that are material. Items are considered material, regardless of size, if: (a) there is a substantial likelihood that a reasonable investor would view the information as significantly altering the mix of information contained in the material to which the statement relates; or (b) the material to which the statement relates would be misleading to a reasonable investor if the information were omitted from such material. The Distributor makes the following representations to you with respect to the Report for the period in which the Report is being prepared, as of the date of this letter:

1. The Distributor performs certain distribution and other services on behalf of the Fund pursuant to the contract identified above between the Distributor and the Company. The Distributor is responsible for maintaining and providing certain information and records relating to the Fund (the "Reported Information") that we understand are relied upon by the Fund in connection with the preparation of the Company's Report, including the financial statements relating to the Fund for the relevant periods ended [ ].

2. The Distributor is responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act) and has:

a) designed such disclosure controls and procedures to ensure that material information relating to the Fund is made known to us by others within the Distributor, and the Fund, particularly during the period in which the Report is being prepared;

b) evaluated the effectiveness of our disclosure controls and procedures as of a date within 90 days of the letter date of the Report (the "Evaluation Date"); and

c) concluded that its disclosure controls and procedures are effective based on our evaluation as of the Evaluation Date.

3. To the knowledge of the undersigned, the Reported Information does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the data and information contained therein not misleading with respect to the period covered by the Report.

4. To the best of our knowledge, there has been no fraud, whether or not material, that involves Distributor management or other employees who have a significant role in the internal controls with respect to the preparation of the Reported Information.

5. To the best of our knowledge, we act appropriately based on instructions received from the Company.

The undersigned hereby represents the internal controls pertaining to the distribution (and shareholder) services performed under the Contract and the Plans are designed to ensure, and are functioning in a manner to permit, the proper recording, processing, summarizing and reporting of distribution activity necessary to produce any information required to be disclosed by the Company in the reports that it files or submits to the SEC. There have been no significant changes to the operations or to the internal controls or the application thereof that could materially impact the overall adequacy or effectiveness of the internal controls.

If you have any questions or need additional information, please feel free to contact the undersigned at [ ].

Chief Compliance Officer
ALPS Distributor, Inc.

Exhibit 23(g)

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT

This Agreement is made as of December 9, 2005 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 18.5 below, shall hereinafter be referred to as (the "FUND"), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the "CUSTODIAN");

WITNESSETH:

WHEREAS, each Fund may or may not be authorized to issue shares of common stock or shares of beneficial interest in separate series ("SHARES"), with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, each Fund so authorized intends that this Agreement be applicable to each of its series set forth on Appendix A hereto (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 18.6 below, shall hereinafter be referred to as the "PORTFOLIO(S)").

WHEREAS, each Fund not so authorized intends that this Agreement be applicable to it and all references hereinafter to one or more "Portfolio(s)" shall be deemed to refer to such Fund(s); and

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT

Each Fund hereby employs the Custodian as a custodian of assets of the Portfolios, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States ("DOMESTIC SECURITIES") and securities it desires to be held outside the United States ("FOREIGN SECURITIES"). The Custodian shall not be responsible for any property of a Portfolio which is not received by it or which is delivered out in accordance with Proper Instructions (as such term is defined in Section 7 hereof) including, without limitation, Portfolio property (i) held by brokers, private bankers or other entities on behalf of the Portfolio (each a "LOCAL AGENT") or (ii) held by entities which have advanced monies to or on behalf of the Portfolio and which have received Portfolio property as security for such advance(s) (each a "PLEDGEE"), so long as the Custodian's or its sub-custodian's or agent's or a Foreign Sub-Custodian's negligence, bad faith or willful misconduct has not directly caused such non-receipt or delivery, as the case may be. With respect to uncertificated shares (the "UNDERLYING SHARES") of registered "investment companies" (as defined in Section 3(a)(l) of the Investment Company Act of 1940, as amended from time to time (the "1940 ACT")), whether in the same "group of investment companies" (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act) or otherwise, including pursuant to Section l2(d)(l)(F)of the 1940 Act (hereinafter sometimes referred to as the "UNDERLYING PORTFOLIOS") the holding of confirmation statements that identify the shares as being recorded in the Custodian's name on behalf of the Portfolios will be deemed custody for purposes hereof.

Upon receipt of Proper Instructions, the Custodian shall on behalf of the applicable Portfolio(s) from time to time employ one or more sub-custodians, located in the United States, but only in accordance with an applicable vote by the Board of Trustees or the Board of Directors of the Fund (as appropriate, and in each case, the "BOARD") on behalf of the applicable Portfolio(s) (each, a "Directed Sub-Custodian"), and provided that the Custodian shall have no more or less responsibility or liability to any Fund on account of any actions or omissions of any Directed Sub-Custodian so employed than any such Directed Sub-Custodian has to the Custodian.

The Custodian may place and maintain each Fund's foreign securities with foreign banking institution sub-custodians employed by the Custodian and/or foreign securities depositories, all as designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4 hereof.

SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD IN THE UNITED STATES

SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States, including all domestic securities owned by such Portfolio other than (a) securities which are maintained pursuant to Section 2.8 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a "U.S. SECURITIES SYSTEM") and (b) Underlying Shares owned by each Fund which are maintained pursuant to Section 2.10 hereof in an account with State Street Bank and Trust Company or such other entity which may from time to time act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions (the "UNDERLYING TRANSFER AGENT").

SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian, in a U.S. Securities System account of the Custodian or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

1) Upon sale of such securities for the account of the Portfolio and receipt of payment therefor;

2) Upon the receipt of payment to connection with any repurchase agreement related to such securities entered into by the Portfolio;

3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof;

4) To the depository agent in connection with tender or other similar offers for securities of the Portfolio;

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5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

6) To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;

7) Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with "street delivery" custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian's or its own sub-custodian's or agent's or a Foreign Sub-Custodian's negligence, bad faith or willful misconduct;

8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

10) For delivery in connection with any loans of securities made by the Portfolio (a) against receipt of collateral as agreed from time to time by the Fund on behalf of the Portfolio, except that in connection with any loans for which collateral is to be credited to the Custodian's account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral or (b) to the lending agent, or the lending agent's custodian, in accordance with written Proper Instructions (which may not provide for the receipt by the Custodian of collateral therefor) agreed upon from time to time by the Custodian and the Fund;

11) For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio;

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12) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the "EXCHANGE ACT") and a member of The National Association of Securities Dealers, Inc. (the "NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund on behalf of a Portfolio;

13) For delivery in accordance with the provisions of any agreement among a Fund on behalf of the Portfolio, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission (the "CFTC") and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund on behalf of a Portfolio;

14) For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio;

15) Upon the sale or other delivery of such investments (including, without limitation, to one or more additional custodians appointed by the Fund, and communicated to the Custodian from time to time via a writing duly executed by an authorized officer of the Fund, for the purpose of engaging in repurchase agreement transactions(s), each a "REPO CUSTODIAN"), and prior to receipt of payment therefor, as set forth in written Proper Instructions (such delivery in advance of payment, along with payment in advance of delivery made in accordance with Section 2.6(7), as applicable, shall each be referred to herein as a "FREE TRADE"), provided that such Proper Instructions shall set forth (a) the securities of the Portfolio to be delivered and (b) the person(s) to whom delivery of such securities shall be made;

16) Upon receipt of instructions from the Fund's transfer agent (the "TRANSFER AGENT") for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund related to the Portfolio (the "PROSPECTUS"), in satisfaction of requests by holders of Shares for repurchase or redemption;

17) In the case of a sale processed through the Underlying Transfer Agent of Underlying Shares, in accordance with Section 2.10 hereof; and

18) For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying (a) the securities of the Portfolio to be

4.

delivered and (b) the person or persons to whom delivery of such securities shall be made.

SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in "street name" or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in "street name" (i.e. other than registered or held as described above), the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

SECTION 2.5 COLLECTION OF INCOME. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14) or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent thereof and shall credit such income, as collected, to such Portfolio's custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the applicable Fund. The Custodian will have no

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duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.

SECTION 2.6 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:

1) Upon the purchase of domestic securities, options, futures contracts, options on futures contracts or other financial instruments for the account of the Portfolio but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.8 hereof; (c) in the case of a purchase of Underlying Shares, in accordance with the conditions set forth in Section 2.10 hereof; (d) in the case of repurchase agreements entered into between the applicable Fund on behalf of a Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio; or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein;

2) In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof;

3) For the redemption or repurchase of Shares issued as set forth in
Section 6 hereof;

4) For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;

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5) For the payment of any dividends on Shares declared pursuant to the Fund's articles of incorporation or organization and by-laws or agreement or declaration of trust, as applicable, and Prospectus (collectively, "GOVERNING DOCUMENTS");

6) For payment of the amount of dividends received in respect of securities sold short;

7) For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio;

8) Upon the purchase of domestic investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), and prior to receipt of such investments, as set forth in written Proper Instructions (such payment in advance of delivery, along with delivery in advance of payment made in accordance with Section 2.2(14), as applicable, shall each be referred to herein as a "FREE TRADE"), provided that such Proper Instructions shall also set forth (a) the amount of such payment and (b) the person(s) to whom such payment is made; and

9) any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made.

SECTION 2.7 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided, however, that the Custodian shall be fully responsible for the acts and omissions of such agents or sub-custodians to the same extent as if such act or omission were performed by the Custodian itself. The Underlying Transfer Agent shall not be deemed an agent or sub-custodian of the Custodian for purposes of this Section 2.7 or any other provision of this Agreement.

SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.

SECTION 2.9 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio, establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.8 hereof, (a) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the CFTC or any registered contract market), or of

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any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (b) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (c) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the "SEC"), or interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered investment companies, and (d) for any other purpose in accordance with Proper Instructions.

SECTION 2.10 DEPOSIT OF FUND ASSETS WITH THE UNDERLYING TRANSFER AGENT. Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio, shall be deposited and/or maintained in an account or accounts maintained with an Underlying Transfer Agent and the Custodian's only responsibilities with respect thereto shall be limited to the following:

1) Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of the Portfolio.

2) In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the Custodian's books and records.

3) In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Portfolio on the Custodian's books and records and, upon the Custodian's receipt of the proceeds therefor, record such payment for the account of such Portfolio on the Custodian's books and records.

The Custodian shall not be liable to the Fund for any loss or damage to the Fund or any Portfolio resulting from the maintenance of Underlying Shares with Underlying Transfer Agent except for loss or damage resulting directly from the negligence, bad faith or willful misconduct of the Custodian or any of its sub-custodians or agents or any Foreign Sub-Custodian or of any of its or their employees.

SECTION 2.11 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.

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SECTION 2.12 PROXIES. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7), the Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to such securities.

SECTION 2.13 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the applicable Fund for each Portfolio all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Fund on behalf of the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. Provided that the Custodian's or its sub-custodian's or agent's or a Foreign Sub-Custodian's own negligence, bad faith or willful misconduct has not directly prevented any of the following conditions from occurring, the Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such domestic securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both
(i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power.

SECTION 3. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7

SECTION 3.1. DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:

"COUNTRY RISK" means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country's political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

"ELIGIBLE FOREIGN CUSTODIAN" has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5)

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of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

"ELIGIBLE SECURITIES DEPOSITORY" has the meaning set forth in section (b)(1) of Rule 17f-7,

"FOREIGN ASSETS" means any of the Portfolios' investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios' transactions in such investments.

"FOREIGN CUSTODY MANAGER" has the meaning set forth in section (a)(3) of Rule 17f-5.

"RULE 17F-5" means Rule 17f-5 promulgated under the 1940 Act.

"RULE 17F-7" means Rule 17f-5 promulgated under the 1940 Act.

SECTION 3.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this
Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries may be amended from time to time by any Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with
Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by each Fund, on behalf of the applicable Portfolio(s), of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by such Fund's Board on behalf of such Portfolio(s) responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Agreement by each Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolio to the Custodian as Foreign Custody Manager for that country shall be deemed to have

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been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to such Portfolio with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Forty-five days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian's acceptance of delegation is withdrawn.

3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:

(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(l).

(b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

(c) MONITORING. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. As required by Rule 17f-5, in the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate including, no longer meeting the requirements of Rule 17f-5, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Section 3.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended

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Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make reasonably prompt written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change.

3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each Board's delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective forty-five (45) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

SECTION 3.3 ELIGIBLE SECURITIES DEPOSITORIES.

3.3.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(l)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(l)(i)(B) of Rule l7f-7.

3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.

SECTION 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD OUTSIDE THE UNITED STATES

SECTION 4.1 DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:

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"FOREIGN SECURITIES SYSTEM" means an Eligible Securities Depository listed on Schedule B hereto.

"FOREIGN SUB-CUSTODIAN" means a foreign banking institution serving as an Eligible Foreign Custodian.

SECTION 4.2. HOLDING SECURITIES. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

SECTION 4.3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

SECTION 4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

4.4.1. DELIVERY OF FOREIGN ASSETS. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i) Upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

(ii) In connection with any repurchase agreement related to foreign securities;

(iii) To the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

(iv) To the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

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(v) To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

(vi) To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such foreign securities prior to receiving payment for such foreign securities except as may arise from the Custodian's, its agent's or sub-custodian's or the Foreign Sub-Custodian's own negligence, bad faith or willful misconduct;

(vii) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

(viii) In the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

(ix) For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio;

(x) In connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(xi) Upon the sale or other delivery of such foreign securities (including, without limitation, to one or more Repo Custodians) as a Free Trade, provided that applicable Proper Instructions shall set forth (A) the foreign securities to be delivered and (B) the person or persons to whom delivery shall be made;

(xii) In connection with the lending of foreign securities; and

(xiii) For any other purpose, but only upon receipt of Proper Instructions specifying (A) the foreign securities to be delivered and (B) the person or persons to whom delivery of such securities shall be made.

4.4.2. PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

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(i) Upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

(ii) In connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

(iii) For the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;

(iv) For the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

(v) In connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(vi) Upon the purchase of foreign investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), as a Free Trade, provided that applicable Proper Instructions shall set forth (A) the amount of such payment and (B) the person or persons to whom payment shall be made;

(vii) For payment of part or all of the dividends received in respect of securities sold short;

(viii) In connection with the borrowing or lending of foreign securities; and

(ix) For any other purpose, but only upon receipt of Proper Instructions specifying (A) the amount of such payment and (B) the person or persons to whom such payment is to be made.

4.4.3. MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or

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dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

SECTION 4.5. REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

SECTION 4.6. BANK ACCOUNTS. The Custodian shall identify on its books as belonging to the applicable Fund cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

SECTION 4.7. COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, and the need for such measures is not directly caused by the Custodian, or its sub-custodian's or agent's or the Foreign Sub-Custodian's negligence, bad faith or willful misconduct, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

SECTION 4.8. SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant to this Section 4, the Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. Each Fund acknowledges that local

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conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of such Fund to exercise shareholder rights.

SECTION 4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. Provided that the Custodian's or its agent's or sub-custodian's or the Foreign Sub-Custodian's own negligence, bad faith or willful misconduct has not directly prevented any of the following conditions from occurring, the Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power.

SECTION 4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian's performance of such obligations. At a Fund's election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim. Such subrogation rights are in addition to any other rights and remedies that a Fund may have under this Agreement.

SECTION 4.11 TAX LAW. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on any Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of each Fund to notify the Custodian of the obligations imposed on such Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibilities of the Custodian with regard to such tax law shall be to use reasonable efforts to effect the withholding of local taxes and related charges with regard to market entitlement/payment in accordance with local law and subject to local market practice or custom and

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to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which such Fund has provided such information.

SECTION 4.12. LIABILITY OF CUSTODIAN. The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in this Agreement, it being specifically understood and agreed that any liability of the Custodian for the negligence, bad faith or willful misconduct of a Foreign Sub-Custodian shall be determined in light of the circumstances and practices prevailing in the jurisdiction where such Foreign Sub-Custodian's act or omission occurred. Regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Foreign Sub-Custodian has otherwise acted with reasonable care.

SECTION 5. RESERVED.

SECTION 6. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES.

The Custodian shall receive from the distributor of the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the applicable Fund. The Custodian will provide timely notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.

From such funds as may be available for the purpose, the Custodian shall, upon receipt of Proper Instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of Proper Instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by a Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between such Fund and the Custodian.

SECTION 7. PROPER INSTRUCTIONS.

"PROPER INSTRUCTIONS," which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund or a person or entity duly authorized by a Fund ("AUTHORIZED PERSON"). Such instructions may be in writing signed by the Authorized Person or may be in a tested communication or in a communication utilizing access

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codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by an Authorized Person with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian in accordance with any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.

Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian, duly certified by any of such Fund's Secretary, Assistant Secretary, Treasurer or Assistant Treasurer, a certificate setting forth the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. Such certificate may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary.

SECTION 8. EVIDENCE OF AUTHORITY

The Custodian shall be protected in acting upon any Proper Instruction, notice, request, consent, certificate or other instrument or paper reasonably believed by it to be genuine and to have been properly executed by or on behalf of the applicable Fund. The Custodian may receive and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of any Fund as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the applicable Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

SECTION 9. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY

The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:

1) Make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement; provided that the Custodian has not received prior written notice from the applicable Fund that such payment has been disputed by the Fund on behalf of the Portfolio and provided, further, all such payments shall be accounted for to the Fund on behalf of the Portfolio;

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2) Surrender securities in temporary form for securities in definitive form;

3) Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and

4) In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the applicable Board.

SECTION 10. SERVICE LEVEL DOCUMENTS

The Fund and the Custodian may from time to time, in good faith, agree on certain performance measures by which the Custodian is expected to provide the services contemplated by this Agreement ("SERVICE LEVEL DOCUMENTS"). The Service Level Documents are designed to provide metrics and other information which may be utilized by the parties to help measure performance. The parties agree Service Level Documents reflect performance measures as opposed to specific contractual obligations. Notwithstanding, the parties agree that (a) the Custodian's inability to achieve such performance measures may give rise to grounds for termination pursuant to Section 16; and (b) the Custodian's performance and/or non-performance of the services, separate and apart from the performance measures in the Service Level Documents, may give rise to any remedies in tort or contract that the Fund may assert against Custodian under the terms of this Agreement.

SECTION 11. RECORDS

The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of such Fund and employees and agents of the SEC. The Custodian shall, at a Fund's request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. Each Fund acknowledges that, in creating and maintaining the records as set forth herein with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Fund's counterparty(ies), or the agents of either of them.

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SECTION 12. OPINION OF FUND'S INDEPENDENT ACCOUNTANT

The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund's independent accountants with respect to its activities hereunder in connection with the preparation of the Fund's Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

SECTION 13. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS

The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios at such times as such Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System (either, a "SECURITIES SYSTEM"), relating to the services provided by the Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

SECTION 14. COMPENSATION OF CUSTODIAN

The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.

SECTION 15. RESPONSIBILITY OF CUSTODIAN

So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it including, without limitation, acting in accordance with any Proper Instruction; provided the Custodian, its agents, sub-custodians or Foreign Sub-Custodians, as may be applicable in the instance of any particular act or omission, have acted in good faith without negligence or willful misconduct; and provided, further, that all references throughout this Agreement to the standard of care exercised by any Foreign Sub-Custodian (e.g. reasonable care, good faith, bad faith, negligence

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or willful misconduct) shall be construed in accordance with the circumstances and practices prevailing in the jurisdiction where such Foreign Sub-Custodian's act or omission occurred. The Custodian shall be entitled to obtain, receive, rely on and act upon the advice of counsel on all matters. The Custodian shall be without liability for any action reasonably taken or omitted in good faith pursuant to the advice of (i) counsel for the Fund or (ii) at the expense of the Custodian, such other counsel as the Custodian may choose; provided, however, in the event that such advice is sought for any matter other than a matter which may be in dispute between the Custodian and the Fund, the Custodian shall utilize its best efforts to provide advance notice to the Fund of the identity of such counsel, and provided, further, with respect to the performance of any action or omission of any action upon such advice, the Custodian shall be required to conform to the applicable standard of care set forth in this Agreement. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this section shall be construed as imposing upon the Custodian any obligation to seek such advice of counsel. The Custodian shall be without liability to any Fund or Portfolio for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk (as defined in Section 3 hereof), including without limitation nationalization, expropriation, currency restrictions, or acts of war, revolution, riots or terrorism.

Except as may arise from the Custodian's, its agent's or sub-custodian's or a Foreign Sub-Custodian's negligence, bad faith or willful misconduct, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by; (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by any Fund or its duly authorized investment manager or investment adviser in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian's sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, any Fund, the Custodian's sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits;
(vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and
(vii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

The Custodian shall implement and maintain reasonable disaster recovery and business continuity procedures that are reasonably designed to recover data processing systems, data communications facilities, information, data and other business related functions of the Custodian in a manner and time frame consistent with legal, regulatory and business requirements applicable to the Custodian in its

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provision of services hereunder. In the event of any disaster which causes a business interruption, the Custodian shall act in good faith and take reasonable steps to minimize service interruptions.

If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian (but not for the Custodian's, its agent's or sub-custodian's or a Foreign Sub-Custodian's negligence, bad faith or willful misconduct) in an amount and form reasonably satisfactory to it.

If a Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee's own negligent action, negligent failure to act, bad faith or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolio's assets to the extent necessary to obtain reimbursement.

In no event shall any party hereto be liable for indirect, special or consequential damages.

The indemnifications contained herein shall survive the termination of this Agreement.

SECTION 16. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT

a. This Agreement shall become effective as of the date first above-written and shall remain in full force and effect for a period of three (3) years from such effective date (the "INITIAL TERM"), and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement by written notice to the other party at least ninety (90) days prior to the date of termination.

b. During the Initial Term and thereafter, the Custodian may, at its discretion, terminate the Agreement for cause with respect to (1) one or more Portfolios; and/or (2) a Fund in its entirety by providing not less than 60 days prior written notice to the Fund upon occurrence of any of the following termination events:

(A) Fund has been convicted, pled guilty or pled no contest to criminal conduct in a criminal proceeding;

(B) Fund has been found to have violated federal or state law in an administrative or regulatory proceeding; provided such violation (1) involves unethical conduct; and (2) Custodian

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reasonably believes that such violation would have a material adverse impact on Custodian's ability to perform services under this Agreement:

(C) Fund has encountered financial difficulties which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other that said Title 11, of any jurisdiction relation to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors;

(D) Fund has been terminated for cause by the Custodian pursuant to the terms of (1) any fund accounting or administrative agreement between Custodian or Fund, or (2) any fund accounting, custody or administrative agreement between Custodian and Charles Schwab Investment Management, Inc. ("CSIM") or any other investment company (other than the Fund) advised by CSIM;

(E) CSIM has been terminated for cause by the Custodian pursuant to the terms of any agreement between Custodian and CSIM;

(F) Fund attempts to assign this Agreement in violation of Section 18.3 of this Agreement; and

(G) Fund has committed a material breach of this Agreement, and such breach has not been remedied by the Fund within sixty days written notice of such breach by Custodian.

c. During the Initial Term and thereafter, Fund, at its discretion, may terminate this agreement for cause with respect to (1) one or more Portfolios; and/or (2) a Fund in its entirety by providing at least 60 days written notice to Custodian upon the occurrence of any of the following termination events;

(A) Custodian has been convicted, pled guilty or pled no contest to criminal conduct in any criminal proceeding in connection with the provision of fund administration, fund accounting and/or custody services to any client;

(B) Custodian has been found to have violated federal or state law in any administrative or regulatory proceeding; provided such violation
(1) involves unethical behavior and (2) relates to the provision of fund administration, fund accounting and/or custody services to any client;

(C) Custodian has encountered financial difficulties which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors;

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(D) Custodian has been terminated by the Fund for cause pursuant to the terms of (1) any fund administration or fund accounting agreement between Custodian and Fund, or (2) any fund administration, custody or fund accounting agreement between Custodian and CSIM or any investment company (other than Fund) advised by CSIM;

(E) Custodian has been terminated by CSIM for cause pursuant to the terms of any sub-administrative agreement between Custodian and or its affiliates and CSIM;

(F) Custodian transfers fifty percent (50%) or more of any class of its voting securities; (2) transfers all, or substantially all, of its assets to a non-affiliate; or (3) attempts to assign this Agreement in violation of Section 10.3 of this Agreement; and

(G) In Fund's reasonable opinion, Custodian has not achieved one or more of the performance measures set forth in any Service Level Document established pursuant to pursuant to Section 6 of this Agreement, and a plan or revised plan has not been put into place in accordance the following procedures: In the event that Fund reasonably believes that the Custodian has not met one or more of the performance measures set forth in any Service Level Document during any calendar quarter or other period of measurement as may be set forth in any Service Level Document, the Fund may, in its discretion, submit a written deficiency notice to Custodian outlining the performance deficiencies ("DEFICIENCY NOTICE"). Such Deficiency Notice must be provided to Custodian within 20 days of the end of such quarter. After receipt of such notice, Custodian shall present the Fund with a written plan to address the deficiencies set forth in the Deficiency Notice (the "PLAN"). Such Plan must be provided to Fund within 30 days after receipt of the Deficiency Notice. If Custodian fails to submit a Plan within such 30 day period, Fund may terminate the Agreement upon 60 days written notice to the Custodian. The Fund, in its discretion, may accept the Plan or reject the Plan ("REJECTION NOTICE"). Such Rejection Notice must be submitted to the Custodian within 15 days after submission of the Plan. If Fund fails to provide a Rejection Notice within such 15 days period, it shall be presumed that Fund accepted the Plan. In the event, Fund submits a Rejection Notice, Custodian shall submit a revised plan ("REVISED PLAN") to the Fund. Such Revised Plan must be provided to Fund within 30 days after provision of the Rejection Notice. If Custodian fails to submit a Revised Plan within such 30 day period, Fund may terminate the Agreement upon 60 days written notice to Custodian. The Fund, in its sole discretion, may accept the Revised Plan or reject the Revised Plan ("DENIAL NOTICE"). Any Denial Notice must be submitted to Custodian within 15 days after provision of the Revised Plan. If Fund fails to provide a Denial Notice within such 15 day period, it shall be presumed that Fund accepted the Revised Plan. If Fund provides a Denial Notice to Custodian, Fund may, in its sole discretion, terminate this Agreement upon 60 days written notice to Custodian. Such termination notice must be submitted to Custodian within 60 days after provision of the Denial Notice.

(H) Custodian has committed a material breach of this Agreement and such breach has not been remedied by the Custodian within sixty days written notice of such breach by Fund.

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d. Termination of this Agreement with respect to any single given Portfolio or Fund shall in no way affect the continued validity of this Agreement with respect to any other Portfolio or Fund.

e. Upon termination of this Agreement, the Fund shall pay to the Custodian such compensation and any reimbursable expenses as may be due and undisputed under the terms hereof as of the date of such termination, including reasonable out-of-pocket expenses associated with such termination. All out-of-pocket expenses associated under this sub-paragraph for which the Custodian seeks reimbursement must be pre-approved by the Fund in writing, such approval shall not be unreasonable withheld.

f. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

SECTION 17. SUCCESSOR CUSTODIAN

If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent.

If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution.

In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.

In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of

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this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

SECTION 18. GENERAL

SECTION 18.1 MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

SECTION 18.2 PRIOR AGREEMENTS. This Agreement supersedes and terminates, as of the date hereof, all prior Agreements between each Fund on behalf of each of the Portfolios and the Custodian relating to the custody of such Fund's assets.

SECTION 18.3 ASSIGNMENT. This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) by the Custodian without the written consent of each applicable Fund, except that any party may, without such consent, assign to an entity controlling, controlled by or under common control with such party or to a successor of all of or a substantial portion of its business.

SECTION 18.4 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of a Fund's Governing Documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.

SECTION 18.5 ADDITIONAL FUNDS. In the event that any management investment company in addition to those listed on Appendix A hereto desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in
Section 18.7 below.

SECTION 18.6 ADDITIONAL PORTFOLIOS. In the event that any Fund establishes one or more series of Shares in addition to those set forth on Appendix A hereto with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

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SECTION 18.7 THE PARTIES. All references herein to the "Fund" are to each of the management investment companies listed on Appendix A hereto, and each management investment company made subject to this Agreement in accordance with
Section 18.5 above, individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series corporation, trust or other entity, all references herein to the "Portfolio" are to the individual series or portfolio of such corporation, trust or other entity, or to such corporation, trust or other entity on behalf of the individual series or portfolio, as appropriate. Any reference in this Agreement to "the parties" shall mean the Custodian and such other individual Fund as to which the matter pertains. Each Fund hereby represents and warrants that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its Governing Documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement; and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.

SECTION 18.8 REMOTE ACCESS SERVICES ADDENDUM. The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum hereto.

SECTION 18.9 CONFIDENTIALITY.

a. Definition of term "Fund Confidential Information." The term "FUND CONFIDENTIAL INFORMATION" means any information that Fund discloses, whether in writing, electronically or orally, to Custodian whether in tangible or intangible form which is identified as confidential at the time of disclosure or which by the circumstances of disclosure or nature of the information would be considered to be confidential. By way of example and not limitation, Fund Confidential Information includes: (i) any information concerning Fund's, its agents or licensors' technology, such as systems, source code, databases, hardware, software, programs, applications, engine protocols, routines, models, displays and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof, and (ii) any information concerning Fund's, its agents or licensors' financial or business plans or operations, such as research activities and plans, marketing or sales plans, pricing or pricing strategies, operational techniques, internal controls, compliance policies, methods of operation, security procedures, strategic plans, customer information, and unpublished financial information, including information concerning revenues, profits and profit margins. Custodian agrees that Fund will have no obligation to specifically identify by any notice or other action any information to which the protection of this Agreement extends. Without limiting the foregoing, to the extent disclosed to the Custodian, portfolio holdings information of the Fund shall be deemed to be Confidential Information of the Fund until such time as such portfolio holdings information shall made in a public filing by the Fund. The Custodian shall not purchase or sell securities or other investments on the basis of confidential portfolio holdings information of the Fund provided to the Custodian and shall take reasonable steps to prevent any employee or agent of Custodian from purchasing or selling securities or other investments on the same basis.

28.

b. Restrictions on Use. Without the prior written consent of Fund, Custodian will not use any portion of Fund Confidential Information for any purpose other than for the services provided under this Agreement. Custodian further agrees that:

(i) it will hold Fund Confidential Information of Fund in the strictest confidence;

(ii) it will exercise the same care with respect to Fund Confidential Information as it exercises with respect to its own proprietary and confidential information;

(iii) it will not, without Fund's prior written consent, copy or disclose to any third party any portion thereof;

(iv) it will notify immediately Fund of any unauthorized disclosure or use unless in and ownership of Fund Confidential Information resulting from such unauthorized disclosure or use by or through Custodian; and

(v) it will restrict dissemination of Fund Confidential Information to only those persons within or related to its organization who are involved in the delivery services provided under this Agreement, to Custodian's regulatory authorities as required to comply with such regulatory authorities' request or order, and to Custodian's examiners, auditors, directors and legal counsel to the extent Custodian believes the same is reasonably required provided that Custodian makes reasonable effort to notify such parties as to the confidential nature of the Fund Confidential Information.

c. Exceptions. The foregoing shall not prohibit or limit Custodian's use, disclosure, reproduction or dissemination of Fund Confidential Information which:

(i) is or becomes public domain information or material through no fault or breach on the part of Custodian;

(ii) as demonstrated by the written records of Custodian or otherwise, was already lawfully known (without restriction on disclosure) to Custodian prior to the information being disclosed to Custodian by Fund or any representative of Fund;

(iii) has been or is hereafter rightfully furnished to Custodian without restriction on disclosure by the Fund or a third person lawfully in possession thereof;

(iv) has been independently developed, by or for Custodian, without reference to Fund Confidential Information;

(v) is requested or required to be disclosed pursuant to any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, where required by law, regulation rule or self-regulatory organization rule, provided that, unless prohibited from doing so in such

29.

circumstance, the Custodian notifies Fund as promptly as possible so that Fund may to have a reasonable opportunity to obtain a protective order or other form of protection against disclosure. Notwithstanding any such disclosure by Custodian, such disclosure will not otherwise affect Custodian's obligations hereunder with respect to Fund Confidential Information so disclosed which is retained by Custodian;

(vi) is disclosed by the Custodian with the prior written consent of the applicable Fund to disclose, which consent shall not be unreasonably withheld; or

(vi) is Fund or Portfolio data aggregated by the Custodian with similar data of other customers of the Custodian ("AGGREGATED DATA") for the purposes of the Custodian's construction of statistical models so long as such Aggregated Data represents such a sufficiently large sample that no Fund or Portfolio data can be identified either directly or by inference or implication.

Any Fund Confidential Information in the possession of Custodian that has been disclosed to it by Fund or any representative of Fund that is not within any of the exceptions above shall be considered confidential unless the Custodian may demonstrate otherwise by records, documentation or other reasonable means.

d. Equitable Relief. Custodian agrees and acknowledges that any breach of this Section 18.9 may cause Fund irreparable harm for which monetary damages would be inadequate. Accordingly, Fund will be entitled to seek injunctive or other equitable relief to remedy any threatened or actual breach of this Section 18.9 by Custodian, as well as monetary damages.

e. No Publicity. No party hereto will announce or disclose the existence of this Agreement, or its contents to any third party without the prior written consent of the other or except as may be required by law, in which case the party required to make such a disclosure will give the other party the maximum feasible prior notice of such disclosure.

To any Fund:                       [NAME OF FUND]
                                   101 Montgomery Street
                                   San Francisco, California 94104
                                   Attention: Jana D. Thompson, President
                                   Telephone: 415-667-3927
                                   Telecopy: 415-667-3484

30.

To the Custodian:                  STATE STREET BANK AND TRUST COMPANY
                                   1776 Heritage Drive
                                   North Quincy, Massachusetts 02171
                                   Attention: James M. Keenan, Vice President
                                   Telephone: 617-985-9422
                                   Telecopy: 617-985-7575

Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.

SECTION 18.11 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement.

SECTION 18.12 SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

SECTION 18.13 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

31.

SECTION 18.14 SHAREHOLDER COMMUNICATIONS ELECTION. SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund's name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian "no," the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian "yes" or does not check either "yes" or "no" below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For a Fund's protection, the Rule prohibits the requesting company from using the Fund's name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.

YES [ ]     The Custodian is authorized to release the Fund's name, address, and
            share positions.

NO  [X]     The Custodian is not authorized to release the Fund's name, address,
            and share positions.

Section 18.15 MASSACHUSETTS BUSINESS TRUST. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust (in each case a "TRUST"), the term "Fund" (as used throughout this Agreement) means and refers to the trustees from time to time serving under the applicable trust agreement of such Trust, as the same may be amended from time to time (the "DECLARATION OF TRUST"). It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of such Trust personally, but bind only the trust property of the Trust as set forth in the applicable Declaration of Trust. In the case of each Trust, the execution and delivery of this Agreement on behalf of the Trust has been authorized by the trustees, and signed by an authorized officer of the Trust, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually, but shall only bind the trust property of the Trust as provided in its Declaration of Trust.

32.

SIGNATURE PAGE

IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the date first above-written.

FUND SIGNATURE ATTESTED TO BY: EACH OF THE ENTITIES SET FORTH ON

APPENDIX A HERETO

By:   /s/ Michael Clinton             By:  /s/ Daniel Kern
      --------------------------           ------------------------------
Name:  Michael Clinton                     Daniel Kern
Title: VP Fund Admin                       Treasurer and Chief Financial Officer

SIGNATURE ATTESTED TO BY: STATE STREET BANK AND TRUST COMPANY

By:   /s/ Stephanie L. Poster         By:  /s/ Joseph L. Hooley
      --------------------------           ------------------------------
      Stephanie L. Poster                  Joseph L. Hooley
      Vice President and Counsel           Executive Vice President

33.

APPENDIX A
TO
MASTER CUSTODIAN AGREEMENT

MANAGEMENT INVESTMENT COMPANIES REGISTERED WITH THE SEC AND PORTFOLIOS THEREOF, IF ANY

LAUDUS TRUST

Laudus Rosenberg International Equity Fund

Laudus Rosenberg International Small Capitalization Fund Laudus Rosenberg U.S. Discovery Fund Laudus Rosenberg U.S. Large Capitalization Fund Laudus Rosenberg U.S. Large Capitalization Growth Fund Laudus Rosenberg U.S. Large Capitalization Value Fund Laudus Rosenberg U.S. Small Capitalization Fund

34.

COUNTRY                 SUBCUSTODIAN
Argentina               Citibank, N.A.

Australia               Westpac Banking Corporation

                        Citibank Pty. Limited

Austria                 Erste Bank der Osterreichischen Sparkassen AG

Bahrain                 HSBC Bank Middle East
                        (as delegate of the Hongkong and Shanghai Banking
                        Corporation Limited)

Bangladesh              Standard Chartered Bank

Belgium                 BNP Paribas Securities Services, S.A.

Benin                   via Societe Generale de Banques en Cote d'Ivoire,
                        Abidjan, Ivory Coast

Bermuda                 The Bank of Bermuda Limited

Botswana                Barclays Bank of Botswana Limited

Brazil                  Citibank, N.A.

Bulgaria                ING Bank N.V.

Burkina Faso            via Societe Generale de Banques en Cote d'Ivoire,
                        Abidjan, Ivory Coast

Canada                  State Street Trust Company Canada

Cayman Islands          Scotiabank & Trust (Cayman) Limited

Chile                   BankBoston, N.A.

09/30/05 1

                                         SCHEDULE A
     STATE STREET
GLOBAL CUSTODY NETWORK
     SUBCUSTODIANS

COUNTRY                 SUBCUSTODIAN
People's Republic       The Hongkong and Shanghai Banking Corporation Limited,
of China                Shanghai and Shenzhen branches

Colombia                Cititrust Colombia S.A. Sociedad Fiduciaria

Costa Rica              Banco BCT S.A.

Croatia                 Privredna Banka Zagreb d.d

Cyprus                  Cyprus Popular Bank Ltd.

Czech Republic          Ceskoslovenska Obchodni Banka, A.S.

Denmark                 Skandinaviska Enskilda Bankken AB, Sweden (operating
                        through its Copenhagen branch)

Ecuador                 Banco de la Produccion S.A. PRODUBANCO

Egypt                   HSBC Bank Egypt S.A.E.
                        (as delegate of The Hongkong and Shanghai Banking
                        Corporation Limited)

Estonia                 AS Hansabank

Finland                 Nordea Bank Finland Plc.

France                  BNP Paribas Securities Services, S.A.

                        Deutsche Bank AG, Netherlands (operating through its
                        Paris branch)

Germany                 Deutsche Bank AG

Ghana                   Barclays Bank of Ghana Limited

Greece                  National Bank of Greece S.A.

09/30/05 2

                                         SCHEDULE A
     STATE STREET
GLOBAL CUSTODY NETWORK
     SUBCUSTODIANS

COUNTRY                 SUBCUSTODIAN
Guinea-Bissau           via Societe Generale de Banques en Cote d'Ivoire,
                        Abidjan, Ivory Coast

Hong Kong               Standard Chartered Bank (Hong Kong) Limited

Hungary                 HVB Bank Hungary Rt.

Iceland                 Kaupthing Bank hf.

India                   Deutsche Bank AG

                        The Hongkong and Shanghai Banking Corporation Limited

Indonesia               Deutsche Bank AG

Ireland                 Bank of Ireland

Israel                  Bank Hapoalim B.M.

Italy                   BNP Paribas Securities Services, S.A.

Ivory Coast             Societe Generale de Banques en Cote d'Ivoire

Jamaica                 Bank of Nova Scotia Jamaica Ltd.

Japan                   Mizuho Corporate Bank Ltd.

                        Sumitomo Mitsui Banking Corporation

Jordan                  HSBC Bank Middle East
                        (as delegate of the Hongkong and Shanghai Banking
                        Corporation Limited)

Kazakhstan              HSBC Bank Kazakhstan
                        (as delegate of the Hongkong and Shanghai Banking
                        Corporation Limited)

09/30/05 3

                                         SCHEDULE A
     STATE STREET
GLOBAL CUSTODY NETWORK
    SUBCUSTODIANS

COUNTRY                 SUBCUSTODIAN
Kenya                   Barclays Bank of Kenya Limited

Republic of Korea       Deutsche Bank AG

                        The Hongkong and Shanghai Banking Corporation Limited

Latvia                  A/s Hansabanka

Lebanon                 HSBC Bank Middle East
                        (as delegate of The Hongkong and Shanghai Banking
                        Corporation Limited)

Lithuania               SEB Vilniaus Bankas AB

Malaysia                Standard Chartered Bank Malaysia Berhad

Mali                    via Societe Generale de Banques en Cote d'Ivoire,
                        Abidjan, Ivory Coast

Malta                   HSBC Bank Malta Plc.

Mauritius               The Hongkong and Shanghai Banking Corporation Limited

Mexico                  Banco Nacional de Mexico S.A.

Morocco                 Attijariwafa bank

Namibia                 Standard Bank Namibia Limited

Netherlands             Deutsche Bank N.V.

                        KAS BANK N.V.

New Zealand             Westpac Banking Corporation

09/30/05 4

                                         SCHEDULE A
     STATE STREET
GLOBAL CUSTODY NETWORK
    SUBCUSTODIANS

COUNTRY                 SUBCUSTODIAN
Niger                   via Societe Generale de Banques en Cote d'Ivoire,
                        Abidjan, Ivory Coast

Nigeria                 Stanbic Bank Nigeria Limited

Norway                  Nordea Bank Norge ASA

Oman                    HSBC Bank Middle East Limited
                        (as delegate of The Hongkong and Shanghai Banking
                        Corporation Limited)

Pakistan                Deutsche Bank AG

Palestine               HSBC Bank Middle East Limited
                        (as delegate of The Hongkong and Shanghai Banking
                        Corporation Limited)

Panama                  HSBC Bank (Panama) S.A.

Peru                    Citibank del Peru, S.A.

Philippines             Standard Chartered Bank

Poland                  Bank Handlowy w Warszawie S.A.

Portugal                Banco Comercial Portugues S.A.

Puerto Rico             Citibank N.A.

Qatar                   HSBC Bank Middle East Limited
                        (as delegate of The Hongkong and Shanghai Banking
                        Corporation Limited)

Romania                 ING Bank N.V.

Russia                  ING Bank (Eurasia) ZAO, Moscow

09/30/05 5

                                         SCHEDULE A
     STATE STREET
GLOBAL CUSTODY NETWORK
    SUBCUSTODIANS

COUNTRY                 SUBCUSTODIAN
Senegal                 via Societe Generale de Banques en Cote d'Ivoire,
                        Abidjan, Ivory Coast

Serbia                  HVB Bank Serbia and Montenegro a.d.

Singapore               DBS Bank Limited

                        United Overseas Bank Limited

Slovak Republic         Ceskoslovenska Obchodni Banka, A.S., pobocka zahranicnej
                        banky v SR

Slovenia                Bank Austria Creditanstalt d.d. - Ljubljana

South Africa            Nedbank Limited

                        Standard Bank of South Africa Limited

Spain                   Santander Central Hispano Investment S.A.

Sri Lanka               The Hongkong and Shanghai Banking Corporation Limited

Swaziland               Standard Bank Swaziland Limited

Sweden                  Skandinaviska Enskilda Banken AB

Switzerland             UBS AG

Taiwan - R.O.C.         Central Trust of China

Thailand                Standard Chartered Bank

Togo                    via Societe Generale de Banques en Cote d'Ivoire,
                        Abidjan, Ivory Coast

Trinidad & Tobago       Republic Bank Limited

09/30/05 6

                                                                      SCHEDULE A
                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                                  SUBCUSTODIANS


COUNTRY                 SUBCUSTODIAN

Tunisia                 Banque Internationale Arabe de Tunisie

Turkey                  Citibank, A.S.

Uganda                  Barclays Bank of Uganda Limited

Ukraine                 ING Bank Ukraine

United Arab Emirates    HSBC Bank Middle East Limited
                        (as delegate of The Hongkong and Shanghai Banking
                        Corporation Limited)

United Kingdom          State Street Bank and Trust Company, United kingdom
                        Branch

Uruguay                 BankBoston, N.A.

Venezuela               Citibank, N.A.

Vietnam                 The Hongkong and Shanghai Banking Corporation Limited

Zambia                  Barclays Bank of Zambia Plc.

Zimbabwe                Barclays Bank of Zimbabwe Limited


09/30/05                               7

                                                                      SCHEDULE B

COUNTRY                 DEPOSITORIES

Argentina               Caja de Valores S.A.

Australia               Austraclear Limited

Austria                 Oesterreichisehe Kontrollbank AG
                        (Wertpapiersammelbank Division)

Bahrain                 Clearing, Settlement, and Depository System of the
                        Bahrain Stock Exchange

Bangladesh              Central Depository Bangladesh Limited

Belgium                 Banque Nationale de Belgique

                        Caisse Interprofessionnelle de Depots et de Virements de
                        Titres, S.A.

Benin                   Depositaire Central - Banque de Reglement

Bermuda                 Bermuda Securities Depository

Brazil                  Central de Custodia e de Liquidacao Financeira de
                        Titulos Privados (CETIP)

                        Companhia Brasileira de Liquidacao e Custodia

                        Sistema Especial de Liquidacao e de Custodia (SELIC)

Bulgaria                Bulgarian National Bank

                        Central Depository AD

Burkina Faso            Depositaire Central - Banque de Reglement

Canada                  The Canadian Depository for Securities Limited

Chile                   Deposito Central de Valores S.A.


09/30/05                               1

                                                                      SCHEDULE B

COUNTRY                 DEPOSITORIES

People's Republic       China Securities Depository and Clearing Corporation
of China                Limited Shanghai Branch

                        China Securities Depository and Clearing Corporation
                        Limited Shenzhen Branch

Colombia                Deposito Central de Valores

                        Deposito Centralizado de Valores de Colombia S..A.
                        (DECEVAL)

Costa Rica              Central de Valores S.A.

Croatia                 Sredisnja Depozitarna Agencija d.d.

Cyprus                  Central Depository and Central Registry

Czech Republic          Czech National Bank

                        Stredisko cennych papiru - Ceska republika

Denmark                 Vaerdipapircentralen (Danish Securities Center)

Egypt                   Misr for Clearing, Settlement, and Depository S.A.E.

                        Central Bank of Egypt

Estonia                 AS Eesti Vaartpaberikeskus

Finland                 Suomen Arvopaperikeskus

France                  Euroclear France

Germany                 Clearstream Banking AG, Frankfurt


09/30/05                               2

                                                                      SCHEDULE B

COUNTRY                 DEPOSITORIES

Greece                  Apothetirion Titlon AE - Central Securities Depository

                        Bank of Greece,
                        System for Monitoring Transactions in Securities in
                        Book-Entry Form

Guinea-Bissau           Depositaire Central - Banque de Reglement

Hong Kong               Central Moneymarkets Unit

                        Hong Kong Securities Clearing Company Limited

Hungary                 Kozponti Elszamolohaz es Ertektar (Budapest) Rt. (KELER)

Iceland                 Icelandic Securities Depository Limited

India                   Central Depository Services (India) Limited

                        National Securities Depository Limited

                        Reserve Bank of India

Indonesia               Bank Indonesia

                        PT Kustodian Sentral Efek Indonesia

Israel                  Tel Aviv Stock Exchange Clearing House Ltd. (TASE
                        Clearinghouse)

Italy                   Monte Titoli S.p.A.

Ivory Coast             Depositaire Central - Banque de Reglement

Jamaica                 Jamaica Central Securities Depository

Japan                   Bank of Japan - Net System

                        Japan Securities Depository Center (JASDEC) Incorporated


09/30/05                               3

                                                                      SCHEDULE B

COUNTRY                 DEPOSITORIES

Jordan                  Securities Depository Center

Kazakhstan              Central Securities Depository

Kenya                   Central Depository and Settlement Corporation Limited

                        Central Bank of Kenya

Republic of Korea       Korea Securities Depository

Latvia                  Latvian Central Depository

Lebanon                 Banque du Liban

                        Custodian and Clearing Center of Financial Instruments
                        for Lebanon and the Middle East (Midclear) S.A.L.

Lithuania               Central Securities Depository of Lithuania

Malaysia                Bank Negara Malaysia

                        Bursa Malaysia Depository Sdn. Bhd.

Mali                    Depositaire Central - Banque de Reglement

Malta                   Central Securities Depository of the Malta Stock
                        Exchange

Mauritius               Bank of Mauritius

                        Central Depository and Settlement Co. Ltd.

Mexico                  S.D. Indeval, S.A. de C.V.

Morocco                 Maroclear


09/30/05                               4

                                                                      SCHEDULE B

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                   DEPOSITORIES OPERATING IN NETWORK MARKETS

COUNTRY                 DEPOSITORIES

Namibia                 Bank of Namibia

Netherlands             Euroclear Nederland

New Zealand             New Zealand Central Securities Depository Limited

Niger                   Depositaire Central - Banque de Reglement

Nigeria                 Central Securities Clearing System Limited

Norway                  Verdipapirsentralen (Norwegian Central Securities
                        Depository)

Oman                    Muscat Depository & Securities Registration Company,
                        SAOC

Pakistan                Central Depository Company of Pakistan Limited

                        State Bank of Pakistan

Palestine               Clearing, Depository and Settlement, a department
                        of the Palestine Stock Exchange

Panama                  Central Latinoamericana de Valores, S.A. (LatinClear)

Peru                    Caja de Valores y Liquidaciones, Institucion de
                        Compensacion y Liquidacion de Valores S.A.

Philippines             Philippine Central Depository, Inc.

                        Registry of Scripless Securities (ROSS) of the Bureau of
                        Treasury


09/30/05                               5

                                                                      SCHEDULE B

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                   DEPOSITORIES OPERATING IN NETWORK MARKETS

COUNTRY                 DEPOSITORIES

Poland                  Rejestr Papierow Wartosciowych

                        Krajowy Depozyt Papierow Wartosciowych S.A.

Portugal                INTERBOLSA - Sociedade Gestora de Sistemas de Liquidacao
                        e de Sistemas Centralizados de Valores Mobiliarios, S.A.

Qatar                   Central Clearing and Registration (CCR), a
                        department of the Doha Securities Market

Romania                 Bucharest Stock Exchange Registry Division

                        National Bank of Romania

                        National Securities Clearing, Settlement and Depository
                        Company

Russia                  Vneshtorgbank, Bank for Foreign Trade of the Russian
                        Federation

Senegal                 Depositaire Central - Banque de Reglement

Serbia                  Central Registrar and Central Depository for Securities

Singapore               The Central Depository (Pte) Limited

                        Monetary Authority of Singapore

Slovak Republic         Naodna banka slovenska

                        Centralny depozitar cennych papierov SR, a.s.

Slovenia                KDD - Centralna klirinsko depotna druzba d.d.

South Africa            Share Transactions Totally Electronic (STRATE) Ltd.

Spain                   IBERCLEAR


09/30/05                               6

COUNTRY                 DEPOSITORIES

Sri Lanka               Central Depository System (Pvt) Limited

Sweden                  Vardepapperscentralen VPC AB
                        (Swedish Central Securities Depository)

Switzerland             SegaIntersettle AG (SIS)

Taiwan - R.O.C.         Taiwan Securities Central Depository Company Limited

Thailand                Bank of Thailand

                        Thailand Securities Depository Company Limited

Togo                    Depositaire Central - Banque de Reglement

Trinidad and Tobago     Trinidad and Tobago Central Bank

Tunisia                 Societe Tunisienne Interprofessionelle pour la
                        Compensation et de Depots des Valeurs Mobilieres
                        (STICODEVAM)

Turkey                  Central Bank of Turkey

                        Takas ve Saklama Bankasi A.S. (TAKASBANK)

Uganda                  Bank of Uganda

Ukraine                 Mizhregionalny Fondovy Souz

                        National Bank of Ukraine

United Arab Emirates    Clearing and Depository System,
                        a department of the Dubai Financial Market

United Kingdom          CrestCo.


09/30/05                               7

                                                                      SCHEDULE B

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                   DEPOSITORIES OPERATING IN NETWORK MARKETS

COUNTRY                 DEPOSITORIES

Uruguay                 Banco Central del Uruguay

Venezuela               Banco Central de Venezuela

                        Caja Venezolana de Valores

Vietnam                 Securities Registration, Clearing and Settlement,
                        Depository Department of the Securities Trading Center

Zambia                  Bank of Zambia

                        LuSE Central Shares Depository Limited

TRANSNATIONAL

Euroclear

Clearstream Banking, S.A.

09/30/05 8

PUBLICATION/TYPE OF INFORMATION                           BRIEF DESCRIPTION
-------------------------------                           -----------------
(scheduled frequency)

The Guide to Custody in World Markets     An overview of settlement and safekeeping procedures,
(hardcopy annually and regular            custody practices and foreign investor considerations
website updates)                          for the markets in which State Street offers custodial
                                          services.

Global Custody Network Review             Information relating to Foreign Sub-Custodians in State
(annually)                                Street's Global Custody Network. The Review stands as an
                                          integral part of the materials that State Street
                                          provides to its U.S. mutual fund clients to assist them
                                          in complying with SEC Rule 17f-5. The Review also gives
                                          insight into State Street's market expansion and Foreign
                                          Sub-Custodian selection processes, as well as the
                                          procedures and controls used to monitor the financial
                                          condition and performance of our Foreign Sub-Custodian
                                          banks.

Securities Depositor Review               Custody risk analyses of the Foreign Securities
(annually)                                Depositories presently operating in Network markets.
                                          This publication is an integral part of the materials
                                          that State Street provides to its U.S. mutual fund
                                          clients to meet informational obligations created by SEC
                                          Rule l7f-7.

Global Legal Survey                       With respect to each market in which State Street offers
(annually)                                custodial services, opinions relating to whether local
                                          law restricts (i) access of a fund's independent public
                                          accountants to books and records of a Foreign
                                          Sub-Custodian or Foreign Securities System. (ii) a
                                          fund's ability to recover in the event of bankruptcy or
                                          insolvency of a Foreign Sub-Custodian or Foreign
                                          Securities System, (iii) a fund's ability to recover in
                                          the event of a loss by a Foreign Sub-Custodian or
                                          Foreign Securities System, and (iv) the ability of a
                                          foreign investor to convert cash and cash equivalents to
                                          U.S. dollars.

Subcustodian Agreement                    Copies of the contracts that State Street has entered
(annually)                                into with each Foreign Sub-Custodian that maintains U.S.
                                          mutual fund assets in the markets in which State Street
                                          offers custodial services.

Global Market Bulletin                    Information on changing settlement and custody
(daily or as necessary)                   conditions in markets where State Street offers
                                          custodial services. Includes changes in market and tax
                                          regulations, depository developments, dematerialization
                                          information, as well as other market changes that may
                                          impact State Street's clients.

Foreign Custody Advisories                For those markets where State Street offers custodial
(as necessary)                            services that exhibit special risks or infrastructures
                                          impacting custody, State Street issues market advisories
                                          to highlight those unique market factors which might
                                          impact our ability to offer recognized custody service
                                          levels.

Material Change Notices                   Informational letters and accompanying materials
(presently on a quarterly                 confirming State Street's foreign custody arrangements,
basis or as otherwise necessary)          including a summary of material changes with Foreign
                                          Sub-Custodians that have occurred during the previous
                                          quarter. The notices also identify any material changes
                                          in the custodial risks associated with maintaining assets
                                          with Foreign Securities Depositories.

09/30/05

REMOTE ACCESS SERVICES ADDENDUM
TO
MASTER FUND ACCOUNTING AND SERVICES AGREEMENT

ADDENDUM to that certain Master Fund Accounting and Services Agreement dated as of October 1, 2005 (the "Accounting Agreement") by and among each management investment company identified on Appendix A thereto and made subject thereto pursuant to Section 11.5 thereof (each, a "Customer") and State Street Bank and Trust Company, including its subsidiaries and affiliates ("State Street").

State Street has developed and utilizes proprietary accounting and other systems in conjunction with the services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the "Remote Access Services").

The Services

State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized by State Street ("Authorized Designees") with access to In~Sight(SM) as described in Exhibit A or such other systems as may be offered from time to time (the "System") on a remote basis.

Security Procedures

The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street.

Fees

Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.

Proprietary Information/Injunctive Relief

The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and

other proprietary rights of State Street related thereto are the exclusive, valuable and confidential property of State Street and its relevant licensors (the "Proprietary Information"). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.

The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street's databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street's customer.

The Customer agrees that neither it nor its Authorized Designees will modify the System in any way; enhance or otherwise create derivative works based upon the System, nor will your or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.

The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.

Limited Warranties

State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to, the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided "AS IS", and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. Except with respect to its obligations with respect to infringement hereunder, State Street will not he liable to the Customer or its Authorized Designees for any direct damages arising out of or in any way connected with the System or the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services. Neither party shall be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party's control.

State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and December 31, 2099, and if any changes are required, State Street will make the changes to its

products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems.

EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Infringement

State Street will defend the Customer or, at our option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any patent or copyright or misappropriation of a trade secret, and will hold the Customer harmless from any direct damages incurred by the Customer and resulting from any such action relating to proprietary intellectual property of State Street, provided that, in any such event, the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street's opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation. The foregoing shall be the Customer's sole remedy for any intellectual property infringement claim relating to the System or the Remote Access Services.

Termination

Either party to the Accounting Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of the Accounting Agreement. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.

Miscellaneous

This Addendum and the exhibit hereto constitute the entire understanding of the parties to the Accounting Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.

By its execution of the Accounting Agreement, the Customer (a) confirms to State Street that it informs all Authorized Designees of the terms of this Addendum;
(b) accepts responsibility for its and its

Authorized Designees' compliance with the terms of this Addendum; and (c) indemnifies and holds State Street harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of its Authorized Designees to abide by the terms of this Addendum.

Exhibit 23(h)(1)

TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN

LAUDUS TRUST

LAUDUS VARIABLE INSURANCE TRUST

AND

BOSTON FINANCIAL DATA SERVICES, INC.

TABLE OF CONTENTS

                                                                         Page
                                                                         ----
1.  Terms of Appointment and Duties ...................................    1
2.  Third Party Administrators for Defined Contributions Plans ........    6
3.  Fees and Expenses .................................................    6
4.  Representations and Warranties of the Transfer Agent ..............    7
5.  Representations and Warranties of each Fund .......................    8
6.  Wire Transfer Operating Guidelines ................................    8
7.  Data Access and Proprietary Information ...........................   10
8.  Indemnification ...................................................   12
9.  Standard of Care/Limitation of Liability ..........................   14
10. Confidentiality ...................................................   14
11. Covenants of each Fund and the Transfer Agent .....................   19
12. Termination of Agreement ..........................................   19
13. Assignment and Third Party Beneficiaries ..........................   21
14. Subcontractors ....................................................   21
15. Miscellaneous .....................................................   22
16. Additional Funds ..................................................   23
17. Limitations of Liability of the Trustees and Shareholders .........   23

Schedule A        Portfolios
Schedule 1.2(g)   AML Delegation
Schedule l.2(k)   Form of Sarbanes-Oxley Certification
Schedule 2.1      Third Party Administrator(s) Procedures
Schedule 3.1      Fees and Expenses

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the 3rd day of October, 2005, by and between LAUDUS TRUST AND LAUDUS VARIABLE INSURANCE TRUST, each a Massachusetts business trust, having its principal office and place of business at 101 Montgomery Street, San Francisco, CA 94104 (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."

WHEREAS, each Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, each Fund intends to initially offer shares in ten (10) series, such series shall be named in the attached Schedule A which may be amended by the parties from time to time (each such series, together with all other series subsequently established by each Fund and made subject to this Agreement in accordance with Section 16, being herein referred to as a "Portfolio", and collectively as the "Portfolios"); and

WHEREAS, each Fund on behalf of the Portfolios desires to appoint the Transfer Agent as its transfer agent, dividend disbursing agent and agent in connection with certain other activities, and the Transfer Agent desires to accept such appointment,

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Terms of Appointment and Duties

1.1 Transfer Agency Services. Subject to the terms and conditions set forth in this Agreement, each Fund, on behalf of the Portfolios, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as its transfer agent for each Fund's authorized and issued shares of its beneficial interest ("Shares"), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plan provided to the shareholders of each of the respective Portfolios of each Fund ("Shareholders") and set out in the currently effective prospectus and statement of additional information ("prospectus") of each Fund on behalf of the applicable Portfolio, including without limitation any periodic investment plan or periodic withdrawal program. In accordance with procedures established from time to time by agreement between each Fund on behalf of each of the Portfolios, as applicable, and the Transfer Agent, the Transfer Agent agrees that it will perform the following services in compliance with all laws, rules and regulations applicable to its transfer agency business:

(a) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian authorized by each Fund (the "Custodian");

(b) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

(c) Receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian;

(d) In respect to the transactions in items (a), (b) and (c) above, the Transfer Agent shall execute transactions directly with broker-dealers or other intermediaries authorized by each Fund either directly or through its principal underwriter; provided that with respect such transaction requests, the Transfer Agent shall not be required to ensure that original source documentation relating to underlying transactions placed by beneficial owners with such broker-dealer or financial intermediary is in good order or otherwise complies with Rule 22c-1 of the Investment Company Act of 1940;

(e) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;

(t) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

(g) Prepare and transmit payments for dividends and distributions declared by each Fund on behalf of the applicable Portfolio;

(h) Issue replacement checks and place stop orders on original checks based on Shareholder's representation that a check was not received or was lost. Such stop orders and replacements will be deemed to have been made at the request of each Fund, and each Fund shall be responsible for all losses or claims resulting from such replacement;

(i) Maintain records of account for and advise each Fund and its Shareholders as to the foregoing; and

(j) Record the issuance of Shares of each Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of each Fund which are authorized, based upon data provided to it by each Fund, and issued and outstanding. The Transfer Agent shall also provide each Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility or each Fund.

1.2 Additional Services. In addition to, and neither in lieu nor in contravention of, the services set forth in the above paragraph, the Transfer Agent shall perform the following services:

(a) Other Customary Services. Perform the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation,

open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing Shareholder proxies, Shareholder reports and prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U,S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information;

(b) Control Book (also known as "Super Sheet"). Maintain a daily record and produce a daily report for each Fund of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for each Fund for each business day to each Fund no later than 9:00 AM Eastern Time, or such earlier time as each Fund may reasonably require, on the next business day;

(c) "Blue Sky" Reporting. Each Fund shall (i) identify to the Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of the Transfer Agent for each Fund's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by each Fund and providing a system which will enable each Fund to monitor the total number of Shares sold in each State;

(d) National Securities Clearing Corporation (the "NSCC"). (i) accept and effectuate the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC's participants, including each Fund) in accordance with, instructions transmitted to and received by the Transfer Agent by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of authorized persons, as hereinafter defined, on the dealer file maintained by the Transfer Agent; (ii) issue instructions to Fund's banks for the settlement of transactions between each Fund and NSCC
(acting on behalf of its broker-dealer and bank participants); (iii) provide account and transaction information from the affected Fund's records on DST Systems, Inc. ("DST") computer system TA2000 ("TA2000 System") in accordance with NSCC's Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts on TA2000 System through Networking;

(e) New Procedures. New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between each Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and each Fund or its agent may perform these services on each Fund's behalf;

(f) Telephone Support Services. If the parties elect to have the Transfer Agent provide telephone support services under this Agreement, the parties will agree to such services, fees and sub-contracting at that time; and

(g) Anti-Money Laundering ("AML") Delegation. If each Fund elects to delegate to the Transfer Agent certain AML duties under this Agreement, the parties will agree to such duties and terms as stated in the attached schedule ("Schedule 1.2(g) entitled "AML Delegation" which may be changed from time to time subject to mutual written agreement between the parties. In consideration of the performance of the duties by the Transfer Agent pursuant to this Section 1.2(g), each Fund agrees to pay the Transfer Agent for the reasonable administrative expense that may be associated with such additional duties in the amount as the parties may from time to time agree in writing in accordance with Section 3 (Fees and Expenses) below.

(h) Lost Shareholder Services. The Transfer Agent shall attempt to locate and restore communication with Shareholders with whom the Transfer Agent or each Fund has lost contact utilizing a third party database service. The Transfer Agent shall cause lost Shareholder searches to be performed as frequently as required by the rules and regulations applicable to its transfer agency business and, additionally, as requested by each Fund. In consideration of the performance of the duties by the Transfer Agent pursuant to this
Section 1.2(h), each Fund agrees to pay the Transfer Agent for the reasonable out-of-pocket expenses that may be associated with these additional duties.

(i) Fee and Expense Reporting. The Transfer Agent shall calculate, track and provide its standard reporting on fees associated with each Fund's 12b-1 plans for distribution and shareholder servicing expenses and on the sub-accounting expenses paid by each Fund. In consideration of the performance of the duties by the Transfer Agent pursuant to this Section 1.2(i), each Fund agrees to pay the Transfer Agent for the reasonable administrative expense that may be associated with these additional duties in the amount as set forth on Schedule 3.1 entitled "Fees and Expenses" hereto or as the parties may from time to time agree in writing in accordance with
Section 3 (Fees and Expenses) below.

(j) Short Term Trader. The Transfer Agent will provide each Fund with periodic reports on trading activity in each Fund based on parameters provided to the Transfer Agent by each Fund, as amended from time to time. The services to be performed by the Transfer Agent for each Fund hereunder will be ministerial only and the Transfer Agent shall have no responsibility for monitoring or reviewing market timing activities. In consideration of the performance of the duties by the Transfer Agent pursuant to this
Section 1.2(j), each Fund agrees to pay the Transfer Agent for the reasonable out-of-pocket expenses that may be associated with these additional duties.

(k) Compliance. In accordance with the Transfer Agent's internal compliance program, the Transfer Agent will provide, on a regular basis, the measurement reports made available to each Fund under the program. Upon request of each Fund, the Transfer Agent will provide to each Fund on a semi-annual or quarterly basis a sub-certification pursuant

to the Sarbanes-Oxley Act of 2002 with respect to the Transfer Agent's performance of the services set forth in this Agreement and its internal controls related thereto substantially in the form provided at Schedule 1.2(k), as the same may be updated from time to time. In addition, upon request of each Fund, on a semi-annual or quarterly basis, the Transfer Agent will provide to each Fund a certification under Rule 38a-1 of the federal securities laws with respect to the compliance provisions required by that Rule.

1.3 Custodian Accounts. With respect to certain retirement plans or accounts (such as individual retirement accounts ("IRAs"), SIMPLE IRAs, SEP IRAs, Roth IRAs, Education IRAs, 403(b) Plans and Coverdell Education Savings Accounts (such accounts, "Custodian Accounts"), the Transfer Agent, at the request of each Fund, shall arrange for the provision of appropriate prototype plans as well as provide or arrange for the provision of various services to such plans and/or accounts, which services may include custodial services to be provided by State Street Bank and Trust Company ("State Street"), account set-up maintenance, and disbursements as well as such other services as the parties hereto shall mutually agree upon.

1.4 E-Mail Communications.

(a) Each Fund hereby instructs the Transfer Agent, as transfer agent for the Portfolios listed on Schedule A, to accept instructions and process transactions using e-mail ("E-mail Communications"), as further set out below. Each Fund instructs the Transfer Agent to accept such E-mail Communications to and from each Fund and broker-dealers. Each Fund acknowledges that the Transfer Agent will not act on E-mail Communications to it coming directly from shareowners.

(b) The Transfer Agent will provide each Fund with a designated client specific e-mail address for E-mail Communications. Any e-mails submitted to this designated e-mail address shall be an authorized instruction of each Fund. E-mail exchanges on routine matters may be made directly with each Fund's contact at the Transfer Agent, however, all other communications must be made to the client specific e-mail address.

(c) Each Fund acknowledges that the Transfer Agent is not extending any warranties or making any representations with respect to the services of any internet services provider. Any delays or errors attributable to the non-functioning of the internet is at the risk of each Fund. Each Fund has been advised by the Transfer Agent that E-mail Communications to or from the Transfer Agent may not be encrypted.

(d) Each Fund, when submitting instructions via e-mail, will be responsible for determining that any original source documentation supporting such instructions is in good order and for retaining such original documentation.

(e) Each Fund agrees to comply with the terms of the Transfer Agent's E-mail Communication Policy and Procedures, and acknowledges a receipt of a copy the Policy and Procedures.

(f) If an E-mail Communication requests a change in wiring instructions or is for a redemption, the proceeds of which are to be paid to third parties or wired to an account other than the account of record, the Transfer Agent will make a call back to a party at each Fund, other than the party transmitting the instruction. Each Fund acknowledges that such a call back will be sufficient to verify the authenticity of such request.

2. Third Party Administrators for Defined Contribution Plans

2.1 Each Fund may decide to make available to certain of its customers, a qualified plan program (the "Program") pursuant to which the customers ("Employers") may adopt certain plans of deferred compensation ("Plan or Plans") for the benefit of the individual Plan participant (the "Plan Participant"), such Plan(s) being qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code") and administered by third party administrators which may be plan administrators as defined in the Employee Retirement Income Security Act of 1974, as amended (the "TPA(s)").

2.2 In accordance with the procedures established in the initial Schedule 2.1 entitled "Third Party Administrator Procedures", as may be amended by the Transfer Agent and each Fund from time to time ("Schedule 2.1"), the Transfer Agent shall:

(a) Treat Shareholder accounts established by the Plans in the name of the Trustees, Plans or TPAs as the case may be as omnibus accounts;

(b) Maintain omnibus accounts on its records in the name of the TPA or its designee as the Trustee for the benefit of the Plan; and

(c) Perform all services under Section 1 as transfer agent of each Funds and not as a record-keeper for the Plans.

2.3 Transactions identified under Section 2 of this Agreement shall be deemed exception services ("Exception Services") when such transactions:

(a) Require the Transfer Agent to use methods and procedures other than those usually employed by the Transfer Agent to perform services under Section 1 of this Agreement;

(b) Involve the provision of information to the Transfer Agent after the commencement of the nightly processing cycle of the TA2000 System; or

(c) Require more manual intervention by the Transfer Agent, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan and pre-nightly transactions.

3. Fees and Expenses

3.1 Fee Schedule. For the performance by the Transfer Agent pursuant to this Agreement, each Fund agrees to pay the Transfer Agent an annual maintenance fee for each

Shareholder account as set forth in the attached fee schedule ("Schedule 3.1"). Such fees and reasonable out-of-pocket expenses and advances identified under Section 3.2 below may be changed from time to time subject to mutual written agreement between each Fund and the Transfer Agent.

3.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 3.1 above, each Fund agrees to reimburse the Transfer Agent for reasonable out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, mailing and tabulating proxies, records storage, or advances incurred by the Transfer Agent for the items set out in Schedule 3.1 attached hereto. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of each Fund, will be reimbursed by each Fund.

3.3 Postage. Postage for mailing of dividends, proxies, Fund reports and other mailings to all shareholder accounts shall be advanced to the Transfer Agent by each Fund at least seven (7) days prior to the mailing date of such materials.

3.4 Invoices. Each Fund agrees to pay all fees and reimbursable expenses within thirty (30) days following the receipt of the respective billing notice, except for any fees or expenses that are subject to good faith dispute. In the event of such a dispute, each Fund may only withhold that portion of the fee or expense subject to the good faith dispute. Each Fund shall notify the Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each billing notice if each Fund is disputing any amounts in good faith. If each Fund does not provide such notice of dispute within the required time, the billing notice will be deemed accepted by each Fund. Each Fund shall settle such disputed amounts within five (5) days of the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process.

3.5 Cost of Living Adjustment. Following the first year of the Initial Term, the total fee for all services for each succeeding year shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase for the twelve-month period of such previous calendar year of the CPI-W (defined below), or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties.

As used herein, "CPI-W" shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers for Boston-Brockton-Nashua, MA-NH-ME-CT, (Base Period: 1982-84 = 100), as published by the United States Department of Labor, Bureau of Labor Statistics.

4. Representations and Warranties of the Transfer Agent

The Transfer Agent represents and warrants to each Fund that:

4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

4.2 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

4.3 It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement.

4.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

4.5 It has and will continue to have access to the necessary facilities, equipment (including appropriate software and other applications) and personnel to perform its duties and obligations under this Agreement.

4.6 It is duly registered as a transfer agent under Section 17A(c)(2) of the Exchange Act of 1934, will maintain such registration, and will comply with rules and regulations applicable to its transfer agency business.

4.7 The Transfer Agent will maintain policies and procedures reasonably designed to prevent any individual employee or agent who has been convicted of a crime of dishonesty, breach of trust or money laundering from performing services under this Agreement or from having access to any Fund Confidential Information or Customer Information, as defined in Section 10 below.

4.8 As of the first date of this Agreement, the Transfer Agent is not aware of any pending or threatened infringement claim involving the TA2000 system or any related application.

5. Representations and Warranties of each Fund

Each Fund represents and warrants to the Transfer Agent that:

5.1 It is a business trust duly organized and existing and in good standing under the laws of T The Commonwealth of Massachusetts.

5.2 It is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement.

5.3 All corporate proceedings required by said Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement.

5.4 It is an open-end and diversified management investment company registered under the Investment Company Act of 1940, as amended.

5.5 A registration statement under the Securities Act of 1933, as amended is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of each Fund being offered for sale.

5.6 The Transfer Agent acknowledges that: (i) Customer Information is subject to the confidentiality/non-disclosure requirements set forth in Section 10 (Confidentiality); (ii) with respect to Customer Information, Fund and Transfer Agent are each subject, to the extent applicable to their respective businesses, to the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138), as amended ("GLB Act") and its implementing regulations (e.g., Securities and Exchange Commission Regulation S-P and Federal Reserve Board Regulation P) as they may be amended from time-to-time (collectively, the "GLB Law"); and (iii) With respect to Customer Information, Fund and Transfer Agent may also be subject, to the extent applicable to their respective businesses, to other federal and state privacy, confidentiality, consumer protection, advertising, electronic mail and data security laws and regulations, whether in effect now or in the future ("Other Privacy Laws"). Accordingly, Transfer Agent represents and warrants that at all times during and after the term it shall use, handle, collect, maintain, and safeguard Customer Information in accordance with (i)
Section 10 (Confidentiality); (ii) the GLB Law; and (iii) Other Privacy Laws. Each party acknowledges that it alone is responsible for understanding and complying with its obligations under the GLB Law and Other Privacy Laws as it relates to the party's performance of this Agreement.

6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code

6.1 Obligation of Sender. The Transfer Agent is authorized to promptly debit the appropriate Fund account(s) upon the receipt of a payment order in compliance with the selected security procedure (the "Security Procedure") chosen for funds transfer and in the amount of money that the Transfer Agent has been instructed to transfer. The Transfer Agent shall execute payment orders in compliance with the Security Procedure and with each Fund instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifics a later time. All payment orders and communications received after the customary deadline will be deemed to have been received the next business day.

6.2 Security Procedure. Each Fund acknowledges that the Security Procedure it has designated on each Fund Selection Form was selected by each Fund from security procedures offered by the Transfer Agent. Each Fund shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated to the Transfer Agent in writing. Each Fund must notify the Transfer Agent immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in each Fund's authorized personnel. The Transfer Agent shall verify the authenticity of all Fund instructions according to the Security Procedure.

6.3 Account Numbers. The Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.

6.4 Rejection. The Transfer Agent reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Transfer Agent's receipt of such payment order; (b) if initiating such payment order would cause the Transfer Agent, in the Transfer Agent's reasonable and sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits which are applicable to the Transfer Agent; or (c) if the Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

6.5 Cancellation Amendment. The Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Transfer Agent reasonable opportunity to act. However, the Transfer Agent assumes no liability if, after reasonable efforts to act on all authorized requests to amend or cancel payment orders, the request for amendment or cancellation cannot be satisfied.

6.6 Errors. The Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order provided that the Transfer Agent complies with the payment order instructions as received and the Transfer Agent complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

6.7 Interest. The Transfer Agent shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless the Transfer Agent is notified of the unauthorized payment order within thirty (30) days of notification by the Transfer Agent of the acceptance of such payment order.

6.8 ACH Credit Entries/Provisional Payments. When each Fund initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, the Transfer Agent will act as an Originating Depository Financial Institution and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Transfer Agent with respect to an ACH credit entry arc provisional until the Transfer Agent receives final settlement for such entry from the Federal Reserve Bank. If the Transfer Agent does not receive such final settlement, each Fund agrees that the Transfer Agent shall receive a refund of the amount credited to each Fund in connection with such entry, and the party making payment to each Fund via such entry shall not be deemed to have paid the amount of the entry.

6.9 Confirmation. Confirmation of Transfer Agent's execution of payment orders shall ordinarily be provided within twenty four (24) hours notice of which may be delivered through the Transfer Agent's proprietary information systems, or by facsimile or call-back. Fund must report any objections to the execution of an order within thirty (30) days.

7. Data Access and Proprietary Information

7.1 The databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to each Fund by the Transfer Agent as part of each Fund's ability to access certain Fund-related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party. Nothing contained herein shall be construed as granting the Transfer Agent any right, title or interest, express or implied, in or to any of each Fund's intellectual property, data or Confidential Information, including Customer Information, as both terms are defined in Section 10 below. Each Fund expressly reserves such rights. In no event shall Proprietary Information be deemed Customer Information. Each Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, each Fund agrees for itself and its employees and agents to:

(a) Use such programs and databases (i) solely on the computers of each Fund or its agents, or (ii) solely from equipment at the location agreed to between each Fund and the Transfer Agent and
(iii) solely in accordance with the Transfer Agent's applicable user documentation;

(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on each Fund's computer(s)), the Proprietary Information;

(c) Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent's instructions;

(d) Refrain from causing or allowing information transmitted from the Transfer Agent's computer to each Fund's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);

(e) Allow each Fund to have access only to those authorized transactions as agreed to between each Fund and the Transfer Agent; and

(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law; however, the foregoing shall not be construed to require each Fund to execute any assignments of intellectual property rights or to become a party to any litigation or other legal proceeding.

7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; (iii) are already

in the possession of the receiving Party at the time of receipt without obligation of confidentiality or breach of this Agreement; or (iv) independently developed by each Fund without reliance upon, use or incorporation of any of the Transfer Agent's Proprietary Information or intellectual property.

7.3 Each Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement may cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

7.4 The Transfer Agent represents and warrants that (i) the Data Access Services materially conform to the most recently issued user documentation for such services provided to each Fund, (ii) to the knowledge of the Transfer Agent, each Fund's permitted use of the Data Access Services do not infringe the intellectual property rights of any third party and (iii) the Transfer Agent uses reasonable anti-virus measures in connection with its Data Access Services. In addition to and cumulative of all other remedies available to each Fund hereunder, in the event that each Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and each Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. In the event that any claim involving infringement is made with regard to any of the Data Access Services, the Party receiving notice of such claim shall inform the other Party thereof and the Transfer Agent may, in its sole and absolute discretion, either (i) procure for each Fund a right to continue to use such Data Access Service, or (ii) replace or modify the Data Access Service so as to be non-infringing without materially affecting the functions of the Data Access System, or
(iii) if, in the Transfer Agent's reasonable discretion, the actions described in (i) and (ii) are not capable of being accomplished on commercially reasonable terms within 120 days of notice of the claim, either party may terminate this Agreement with respect to affected Data Access Service. The Transfer Agent shall provide one of the foregoing remedies within a commercially reasonable period of time provided such remedy can be done at commercially reasonable costs. Notwithstanding the foregoing, the Transfer Agent shall have no liability or obligation of indemnity for any claim which is based upon (i) a modification of a Data Access Service by anyone other than the Transfer Agent or its agents; (ii) use of such service or system other than in accordance with the terms of this Agreement;
(iii) use of such service or system in combination with other software or hardware not provided or authorized by the Transfer Agent if infringement could have been avoided by not using the Data Access Service in combination with such other software or hardware; or (iv) any system modification or development by the Transfer Agent or its agents that was made at

the express, written request of each Fund and based on specifications provided by each Fund, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.5 If the transactions available to each Fund include the ability to originate electronic instructions to the Transfer Agent in order to
(i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction (provided that the instruction conforms to the agreed procedures/format for making such instruction) without undertaking any further inquiry as long as such instruction is undertaken in conformity with reasonably designed security procedures established by the Transfer Agent from time to time.

7.6 Each Party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.

8. Indemnification

8.1 The Transfer Agent shall not be responsible for, and each Fund shall indemnify and hold the Transfer Agent and, as to Section 8.l(f) only, State Street Bank and Trust Company ("State Street"), harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability (including the defense of any law suit in which the Transfer Agent or State Street is a named party) arising directly out of or attributable to:

(a) All actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions conform to the requirements of this Agreement and are taken in good faith and without negligence or willful misconduct;

(b) Each Fund's lack of good faith, negligence or willful misconduct;

(c) The reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, or its agents or subcontractors on:
(i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by each Fund, and which have been prepared, maintained or performed by each Fund or any other person or firm on behalf of each Fund including but not limited to any broker-dealer, TPA or previous transfer agent; (ii) any instructions or requests of each Fund or any of its officers; (iii) any opinions of legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer

Agent by counsel to each Fund after consultation with such legal counsel and upon which opinion the Transfer Agent is expressly permitted to rely; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;

(d) The acceptance of facsimile transaction requests on behalf of individual Shareholders received from broker-dealers, TPAs or each Fund, and the reliance by the Transfer Agent on the broker-dealer, TPA or each Fund ensuring that the original source documentation is in good order and properly retained;

(e) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares;

(f) The negotiation and processing of any checks including without limitation for deposit into each Fund's demand deposit account maintained by the Transfer Agent, provided that such actions were taken by the Transfer Agent and State Street, as applicable, in conformity with the requirements of this Agreement, good faith and without negligence or willful misconduct; or

(g) Upon each Fund's request entering into any agreements required by the NSCC for the transmission of Fund or Shareholder data through the NSCC clearing systems.

8.2 To the extent that the Transfer Agent is not entitled to indemnification pursuant to Section 8.1 above and only to the extent of such right, each Fund shall not be responsible for, and the Transfer Agent shall indemnify and hold each Fund harmless from and against any losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly out of or attributable to the Transfer's Agent's (i) lack of good faith, negligence or willful misconduct; or (ii) breach of its standard of care as defined in Section 9 below.

8.3 In order that the indemnification provisions contained in this
Section 8 shall apply, upon the assertion of a claim for which a Party may be required to indemnify the other Party, the Party seeking indemnification shall promptly notify the Party from whom indemnification is sought of such assertion, and shall keep the Party from whom indemnification is sought advised with respect to all developments concerning such claim. The Party from whom indemnification is sought shall have the option to participate with the Party seeking indemnification in the defense of such claim or to defend against said claim in its own name or in the name of the Party seeking indemnification. The Party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the Party from whom indemnification is sought may be required to provide indemnification except with the prior written consent of the Party from whom indemnification is sought.

9. Standard of Care/Limitation of Liability

The Transfer Agent shall at all times act in good faith and in accordance with the terms of this Agreement and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are not in conformity with the requirements of this Agreement or are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by Section 9 of this Agreement. This standard of care also shall apply to Exception Services, as defined in Section 2.3 herein, but such application shall take into consideration the manual processing involved in, and time sensitive nature of, Exception Services. Notwithstanding the foregoing, except for liability associated with breaches of confidentiality as set forth in Section 10 and with breaches of infringement on the intellectual property rights of any third party, the Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided by the Transfer Agent under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed $500,000 . For liability related to a breach of confidentiality as set forth in Section 10 or infringement by the Transfer Agent of the intellectual property rights of any third party, the Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided by the Transfer Agent under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, $1,000,000. Such amounts will be subject to an annual Cost of Living Adjustment based on a regional consumer price index.

10. Confidentiality

10.1 Definition of Confidential Information. Each Party agrees that all information supplied by one Party and its affiliates and agents (collectively, the "Disclosing Party") to the other ("Receiving Party") including, without limitation, (i) source and object code, prices, trade secrets, intellectual property, mask works, databases, hardware, software, designs and techniques, programs, engine protocols, models, displays and manuals, and the selection, coordination, and arrangement of the contents of such materials and
(ii) any unpublished information concerning research activities and plans, customers, marketing or sales plans, sales forecasts or results of marketing efforts, pricing or pricing strategies, costs, operational techniques, strategic plans, Customer Information (as defined below), and unpublished financial information, including information concerning revenues, profits and profit margins will be deemed confidential and proprietary to the Disclosing Party, regardless of whether such information was disclosed intentionally or unintentionally or marked as "confidential" or "proprietary" ("Confidential Information"). Without limiting the foregoing, to the extent disclosed to the Transfer Agent, portfolio holdings information of each Fund shall be deemed to be Confidential Information of each Fund until such time as such portfolio holdings information shall made available by each Fund in a public filing. The Transfer Agent has adopted a corporate policy which prohibits any employee or agent of Transfer Agent from purchasing or selling securities or other investments on the basis of

confidential portfolio holdings information of each Fund provided to the Transfer Agent. All Proprietary Information as defined in
Section 7 shall be considered Confidential Information of the Transfer Agent.

10.2 Exclusions. Confidential Information will not include any information or material, or any element thereof, whether or not such information or material is Confidential Information for the purposes of this Agreement, to the extent any such information or material, or any element thereof: (a) has previously become public or is generally known, unless it has become generally known through a breach of this Agreement or a similar confidentiality or non-disclosure agreement; (b) was already rightfully known to the Receiving Party prior to being disclosed by or obtained from the Disclosing Party as evidenced by written records kept in the ordinary course of business of or by proof of actual use by the Receiving Party; (c) has been or is hereafter rightfully received by the Receiving Party from a third person (other than the Disclosing Party) without restriction or disclosure and without breach of a duty of confidentiality to the Disclosing Party; or (d) has been independently developed by the Receiving Party without access to Confidential Information of the Disclosing Party. It will be presumed that any Confidential Information in a Receiving Party's possession is not within the exceptions above, and the burden will be upon the Receiving Party to prove otherwise by records and documentation.

10.3 Treatment of Confidential Information. Each Party recognizes the importance of the others Confidential Information. In particular, each Party recognizes and agrees that the Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 10 and elsewhere in this Agreement. Accordingly, each Party agrees as follows: (a) The Receiving Party will hold any and all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of this Confidential Information as the Receiving Party employs with respect to its own Confidential Information of a like importance; (b) The Receiving Party may disclose or provide access to its responsible employees, consultants and subcontractors who have a need to know and may make copies of Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder; (c) The Receiving Party currently has, and in the future will maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement and requires its employees to acknowledge such rules and policies in writing. The Receiving Party expressly will instruct its employees and agents, including without limitation, subcontractors or consultants, not to disclose Confidential Information to third parties without the Disclosing Party's prior written consent; and (d) The Receiving Party will notify the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of its Confidential Information.

10.4 Customer Information, As between Fund and Transfer Agent, Customer Information (as defined below) is and will remain the sole and exclusive property of Fund. "Customer Information" means all the customer identifying data however collected or received, including without limitation, through "cookies," web bugs or non-electronic means pertaining to or identifiable to Fund's customer(s) or prospective customer(s), Investment Advisors, and Plan Administrators (collectively, "Fund Customers"), including without limitation, (i) name, address, email address, passwords, account numbers, personal financial information, personal preferences, demographic data, marketing data, data about securities transactions, credit data or any other identification data; (ii) any information that reflects use of or interactions with a Fund Service (as defined below), including its web sites, including but not limited to, information concerning computer search paths, any profiles created or general usage data; or (iii) any data otherwise submitted in the process of registering for a Fund Service, including its web sites and any data submitted during the course of using a Fund Service, including its web sites. For the avoidance of doubt, Customer Information shall include all "nonpublic personal information," as defined under the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138) ("GLB Act"). "Fund Service" means any service, including without limitation, any financial, banking, or brokerage service, that Fund makes available to its customers, prospects and/or users through web sites, desktops, email, wireless devices, or from any other communications channel or other medium developed, owned, licensed, operated, hosted, or otherwise controlled by or on behalf of Fund, its parent or their respective affiliates, subsidiaries or joint ventures. This Agreement shall not be construed as granting any ownership rights in Transfer Agent to Customer Information.

10.5 Treatment of Customer Information. Without limiting any other warranty or obligation specified in this Agreement, and in particular the confidentiality provisions of this Section 10, during the Term and thereafter in perpetuity, the Transfer Agent will not gather, store, log, archive, use or otherwise retain any Customer Information except as permitted by the Agreement in order to perform the services hereunder and by the laws and regulations applicable to its transfer agency business and will not disclose, distribute, sell, share, rent or otherwise transfer any Customer Information or customer lists to any third party, except as expressly provided in this Agreement, as required by laws and regulations applicable to its transfer agency business or as the Transfer Agent may be expressly directed in advance in writing by Fund. The Transfer Agent will not use Customer Information to target or solicit Fund Customers in order to market goods or services except as authorized by each Fund. This limitation shall not in any way be deemed to limit the Transfer Agent's business or its ability to provide services to its other mutual fund and related customers, or the Transfer Agent's ability to carry out any general or specific mailings or solicitations upon the instructions of, and using information provided by or related to, such other customers. For avoidance of doubt, the Transfer Agent shall have no obligation to compare any information provided by another customer of Transfer Agent against each Fund's Customer Information prior to performing any action, mailing or solicitation for such other customer. Transfer Agent represents, covenants, and warranty that Transfer Agent will use Customer Information only in compliance with (i) this Agreement, (ii) its own Privacy and Information Sharing Policy, as amended from time to time and (iii) privacy laws applicable to its transfer agency business, including the GLB Act as such is

applicable to its transfer agency business. In the event of a conflict between the terms of this Agreement and the Privacy and Information Sharing Policy of the Transfer Agent, including any amendments, changes or revisions thereto, with respect to the collection, protection and use of Customer Information, the terms of this Agreement shall control.

10.6 Return of Confidential and Customer Information. Except as required by document retention laws and regulations applicable to its transfer agency business, on Fund's written request or upon expiration or termination of this Agreement for any reason, the Transfer Agent will promptly: (a) return or destroy, at Fund's option, all originals and copies of all documents and materials it has received containing Fund's Confidential Information, including Customer Information; and (b) deliver or destroy, at Fund's option, all originals and copies of all summaries, records, descriptions, negatives, drawings, adoptions and other documents or materials, whether in writing or in machine-readable form, prepared by Transfer Agent, prepared under its direction, or at its request from the documents and materials referred to in subparagraph (a) to the extent the foregoing contain specific Fund identifiable information or Customer Information, and provide a notarized written statement to Fund certifying that all such documents and materials referred to in subparagraphs (a) and (b) have been delivered to Fund or destroyed, as requested by Fund.

10.7 Compelled Disclosures. To the extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Confidential Information, including Customer Information, in accordance with such law or order or requirement, subject to the following conditions: To the extent permitted under such law, order or requirement, as soon as possible after becoming aware of such law, order or requirement and prior to disclosing Confidential Information, including Customer Information, pursuant thereto, the Receiving Party will so notify the Disclosing Party in writing and, if possible, the Receiving Party will provide the Disclosing Party notice not less than five (5) business days prior to the required disclosure. The Receiving Party will use reasonable efforts not to release Confidential Information, including Customer Information, pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Confidential Information, including Customer Information, that may result from such disclosure. The Receiving Party will cooperate with and provide assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party's obligations hereunder with respect to Confidential Information, including Customer Information, so disclosed- Notwithstanding any provision of this
Section 10.7 to the contrary, the Receiving Party will not be obligated to notify the Disclosing Party and to limit disclosure of Confidential Information, including Customer Information, of the Disclosing Party in the event such disclosure of Confidential Information is required in the context of an examination of the Receiving Party and/or the Disclosing Party by a regulatory agency.

10.8 Non-Exclusive Equitable Remedy. Each Party acknowledges and agrees that due to the unique nature of Confidential Information, including Customer Information, there can be

no adequate remedy at law for any breach of its obligations hereunder, that any such breach or threatened breach may allow a Party or third parties to unfairly compete with the other Party resulting in irreparable harm to such Party, and therefore, that upon any such breach or any threat thereof, each Party will be entitled to seek appropriate equitable and injunctive relief from a court of competent jurisdiction. Any breach of this Section 10.8 will constitute a material breach of this Agreement and be grounds for immediate termination of this Agreement in the exclusive discretion of the non-breaching Party.

10.9 Information Security Procedures. The Transfer Agent will maintain and enforce at the Transfer Agent's service locations information protection procedures that are at least equal to the highest of the following: (a) the procedures employed by the Transfer Agent at locations utilized by the Transfer Agent to provide services to other similarly situated Transfer Agent customers, or (b) any higher standard or other procedures otherwise agreed upon by the Parties in writing.

10.10 Information Security. The Transfer Agent will maintain at each service location physical and information security safeguards against the destruction, loss, theft or alteration of each Fund's Confidential Information, including Customer Information, in the possession of the Transfer Agent that will be no less rigorous than those in place at the effective date of this Agreement, and from time to time enhanced in accordance with changes in regulatory requirements. The Transfer Agent will, at a minimum, update its policies to remain compliant with regulatory requirements. The Transfer Agent acknowledges that it has received and completed each Fund's information security questionnaire and that the responses by the Transfer Agent thereto accurately reflect the Transfer Agent's information security practices as of the date of the response. The Transfer Agent will meet with each Fund, at its request, on an annual basis to discuss information security safeguards. If the Transfer Agent or its agents discover or are notified of that someone has violated security relating to each Fund's Confidential Information, including Customer Information, the Transfer Agent will promptly (a) notify each Fund of such violation, and (b) if the applicable Confidential Information was in the possession or under the control of the Transfer Agent or its agents at the time of such violation, the Transfer Agent will promptly (i) investigate and cure the violation, and (ii) provide each Fund with assurance reasonably satisfactory to each Fund that such violation will not recur.

10.11 Business Continuity. The Transfer Agent will maintain a comprehensive business continuity plan and will provide an executive summary of such plan upon reasonable request of each Fund. The Transfer Agent will test the adequacy of its business continuity plan at least annually and upon request, each Fund may participate in such test. Upon request by each Fund, the Transfer Agent will provide each Fund with a letter assessing the most recent business continuity test results. In the event of a business disruption that materially impacts the Transfer Agent's provision of services under this Agreement, the Transfer Agent will notify each Fund of the disruption and the steps being implemented under the business continuity plan.

11. Covenants of each Fund and the Transfer Agent

11.1 Each Fund shall promptly furnish to the Transfer Agent the following:

(a) A certified copy of the resolution of the Board of Trustees of each Fund authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement; and

(b) A copy of the Declaration of Trust and By-Laws of each Fund and all amendments thereto.

11.2 The Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to each Fund for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

11.3 The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable and in compliance with laws applicable to its transfer agency business and as specifically directed by each Fund. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the services to be performed by the Transfer Agent hereunder are the properly of each Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to each Fund on and in accordance with its request.

11.4 The Transfer Agent hereby agrees to inform each Fund as soon as reasonably possible of the occurrence of any of the following major corporate events, provided, however each Fund acknowledges that advance notice of such events may not always be possible under the circumstances: (i) a regulatory proceeding involving the imminent revocation of the Transfer Agent's registration pursuant to Section 17 of the Exchange Act; (ii) any action commenced by or against the Transfer Agent under Title 11 of the United States Code or appointment of receiver, conservator or similar officer for the Transfer Agent; or (iii) any regulatory proceeding or private litigation involving the Transfer Agent which is likely to materially adversely affect the Transfer Agent's ability to service each Fund pursuant to this Agreement or its standing within the business community.

12. Termination of Agreement

12.1 Term. The initial term of this Agreement (the "Initial Term") shall be three (3) years from the date first stated above unless terminated pursuant to the provisions of this Section 12. Unless a terminating Party gives written notice to the other Party ninety
(90) days before the expiration of the Initial Term or any Renewal Term (defined below), this Agreement will renew automatically from year to year (each such year-to-year renewal term a "Renewal Term"), Ninety (90) days before the expiration of the Initial Term or a Renewal Term the parties to this Agreement will agree upon a Fee Schedule for the upcoming Renewal Term. Otherwise, the fees shall be increased pursuant to Section 3.5 of this

Agreement. Notwithstanding the termination or non-renewal of this Agreement, the terms and conditions of this Agreement shall continue to apply until the completion of the Deconversion (defined below).

12.2 Deconversion. In the event that this Agreement is terminated or not renewed, the Transfer Agent agrees that, at each Fund's request, it shall offer reasonable assistance to each Fund in converting each Fund's records from the Transfer Agent's systems to whatever services or systems are designated by each Fund (the "Deconversion") (subject to the recompense of the Transfer Agent for such assistance at their standard rates and fees in effect at the time within a reasonable time frame agreed to by the parties). As used herein "reasonable assistance" and "transitional assistance" shall not include requiring that the Transfer Agent (i) assist any new service or system provider to modify, to alter, to enhance, or to improve such provider's system, or to provide any new functionality to such provider's system, or (ii) disclose any protected information of the Transfer Agent, or (iii) develop Deconversion software, modify any of the Transfer Agent's software, or otherwise alter the format of the data as maintained on any provider's systems.

12.3 Early Termination.

(a) Either Party, in addition to any other rights and remedies hereunder, shall have the right to terminate this Agreement upon the occurrence of either of the following events: (i) in the event that (A) the other Party ceases to carry on its business or (B) an action is commenced by or against the other Party under Title 11 of the United States Code or a receiver, conservator or similar officer is appointed for the other Party and such suit, conservatorship or receivership is not discharged within thirty (30) days or (ii) a failure by the other Party or its assigns to perform its duties in accordance with this Agreement, which failure materially adversely affects the business operations of the other Party and which failure continues for ninety (90) days after receipt from the first Party of written notice specifying such failure.

(b) In addition to any other amounts which may be payable pursuant to this Section 12.3, upon any termination of this Agreement, each Fund shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.

(c) In addition to the amounts set forth in subsection (b), in the event that each Fund terminates the Agreement prior to the end of the Initial Term (except for termination pursuant to
Section 12.3(a)) then each Fund shall pay to the Transfer Agent an amount equal to the unamortized portion of the Transfer Agent and its affiliates' actual expense for conversion and implementation, which amount shall not exceed $125,000.00. The expense of conversion and implementation will be amortized over the Initial Term on a straight-line basis.

12.4 Expiration of Term. During the Initial Term or Renewal Term, whichever currently is in effect, should either Party exercise its right to terminate, all reasonable out-of-pocket expenses or costs associated with the movement of records and material will be borne by

each Fund. Additionally, the Transfer Agent reserves the right to charge for any other reasonable expenses associated with such termination..

12.5 Unpaid Invoices. The Transfer Agent may terminate this Agreement in the event that an unpaid invoice payable by each Fund to the Transfer Agent is outstanding for more than ninety (90) days and such amount is not paid in full within thirty (30) days of receipt of notice of proposed termination, except with respect to any amount subject to a good faith dispute within the meaning of Section 3.4 of this Agreement.

13. Assignment and Third Party Beneficiaries

13.1 Except as provided in Section 14.1 below neither this Agreement nor any rights or obligations hereunder may be assigned by either Party without the written consent of the other Party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and each Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and each Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and each Fund. Other than as provided in Section 14.1 and Schedule 1.2(f), neither Party shall make any commitments with third parties that are binding on the other Party without the other Party's prior written consent.

14. Subcontractors

14.1 The Transfer Agent may, without further consent on the part of each Fund, subcontract for the performance hereof with (i) National Financial Data Services, Inc., a Boston Financial subsidiary duly registered as a transfer agent, (ii) DST Systems, Inc. and/or State Street Bank and Trust Company, each a Boston Financial affiliate duly registered as a transfer agent and (iii) with regard to print/mail services, DST Output, Inc., a Boston Financial affiliate. Except as provided above, the Transfer Agent shall not subcontract or assign any of its duties or obligations hereunder without each Fund's prior written authorization. In any event, the Transfer Agent shall instruct its agents to comply with the terms and conditions of this Agreement applicable to such agent and the Transfer Agent shall remain solely responsible for the performance of this Agreement.

14.2 Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as by way of example and not limitation, Airborne Services, Federal Express, United

Parcel Service, the U.S. Mails, the NSCC and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

15. Miscellaneous

15.1 Amendment. This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Trustees of each Fund.

15.2 Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

15.3 Force Majeure. In the event either Party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such Party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

15.4 Consequential Damages. Neither Party to this Agreement shall be liable to the other Party for special, indirect or consequential damages under any provision of this Agreement or for any special, indirect or consequential damages arising out of any act or failure to act hereunder.

15.5 Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

15.6 Severability. If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

15.7 Priorities Clause. In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

15.8 Waiver. No waiver by either Party or any breach or default of any of the covenants or conditions herein contained and performed by the other Party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition

15.9 Merger of Agreement. Except for a letter dated October 3, 2005, between the parties, concerning consequential damages, this Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

15.10 Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

15.11. Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a Party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence,

15.12 Notices. All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective Party shall have notified the other.

(a) If the Transfer Agent, to:

Boston Financial Data Services, Inc. 2 Heritage Drive, 4th Floor North Quincy, Massachusetts 02171 Attention: Legal Department

Facsimile: (617) 483-2490

(b) If to each Fund, to:

Laudus Trust Laudus Variable Insurance Trust c/o Charles Schwab & Company 120 Kearny Street, 2nd Floor San Francisco, CA 94108-4814 Attention: Mr. Michael Haydel

Facsimile: (415) 667-3171

16. Additional Funds

In the event that each Fund establishes one or more series of Shares, in addition to those listed on the attached Schedule A, with respect to which it desires to have the Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

17. Limitations of Liability of the Trustees and Shareholders

A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the

obligations of this instrument are not binding upon any of the Trustees or Shareholders individually but are binding only upon the assets and property of each Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written,

LAUDUS TRUST

                                       By: /s/ Mike Haydel
                                          ---------------------------------
                                       Name: Mike Haydel
                                            -------------------------------
                                       Title: Vice President
                                             ------------------------------

ATTEST:



/s/ Alison E. Baur
------------------------------------
Chief Legal Officer

LAUDUS VARIABLE INSURANCE TRUST

                                       By: /s/ Mike Haydel
                                          ---------------------------------
                                       Name: Mike Haydel
                                            -------------------------------
                                       Title: Vice President
                                             ------------------------------



ATTEST:



/s/ Alison E. Baur
------------------------------------
Chief Legal Officer

BOSTON FINANCIAL DATA SERVICES, INC.

                                       By: /s/ Suresh Patel
                                           --------------------------------
                                           Suresh Patel, Vice President



ATTEST:



/s/ Douglas Thomas
------------------------------------
Douglas Thomas, Group Manager

SCHEDULE A
October 3, 2005

Laudus Rosenberg U.S. Large Capitalization Fund

Laudus Rosenberg U.S. Large Capitalization Growth Fund

Laudus Rosenberg U.S. Large Capitalization Value Fund

Laudus Rosenberg U.S. Discovery Fund

Laudus Rosenberg U.S. Small Capitalization Fund

Laudus Rosenberg International Equity Fund

Laudus Rosenberg International Small Capitalization Fund

Laudus Rosenberg U.S. Large/Mid Capitalization Long/Short Equity Fund

Laudus Rosenberg Global Long/Short Equity Fund

Laudus Rosenberg Value Long/Short Equity Fund

LAUDUS TRUST                           BOSTON FINANCIAL DATA SERVICES, INC.



By: /s/ Mike Haydel                    By: /s/ Suresh Patel
   ---------------------------------       --------------------------------
Name: Mike Haydel                          Suresh Patel, Vice President
     -------------------------------
Title: Vice President
      ------------------------------

LAUDUS VARIABLE INSURANCE TRUST

By: /s/ Mike Haydel
   ---------------------------------
Name: Mike Haydel
     -------------------------------
Title: Vice President
      ------------------------------

Schedule A-1

SCHEDULE 1.2(g)
AML DELEGATION
October 3, 2005

1. Delegation. In connection with the enactment of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and the regulations promulgated thereunder, (collectively, the "USA PATRIOT Act"), each Fund has developed and implemented a written anti-money laundering program (the "AML Program"), which is designed to satisfy the requirements of the USA PATRIOT Act. Under the USA PATRIOT Act, a mutual fund can elect to delegate certain duties with respect to the implementation and operation of its AML Program to a service provider, including its transfer agent. Each Fund is desirous of having the Transfer Agent perform certain delegated duties pursuant to the AML Program and the Transfer Agent desires to accept such delegation.

2. Limitation on Delegation. Each Fund acknowledges and agrees that in accepting the delegation hereunder, the Transfer Agent is agreeing to perform only those duties that have been expressly delegated on this Schedule 1.26 (the "Delegated Duties"), as may be amended from time to time, and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by each Fund with the USA PATRIOT Act or for any other matters that have not been delegated hereunder. Additionally, the parties acknowledge and agree that the Transfer Agent shall only be responsible for performing the Delegated Duties with respect to the ownership of, and transactions in, shares in each Fund for which the Transfer Agent maintains the applicable shareholder information.

3. Consent to Examination. In connection with the performance by the Transfer Agent of the Delegated Duties, the Transfer Agent understands and acknowledges that each Fund remains responsible for assuring compliance with the USA PATRIOT Act and that the records the Transfer Agent maintains for each Fund relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners.

4. Delegated Duties

4.1 Consistent with the services provided by the Transfer Agent and with respect to the ownership of shares in each Fund for which the Transfer Agent maintains the applicable shareholder information, the Transfer Agent shall:

Schedule 1.2(g)-1

(a) Submit all financial and non-financial transactions through the Office of Foreign Assets Control ("OFAC") database and such other lists or databases as may be required from time to time by applicable regulatory authorities;

(b) Review special payee checks through OFAC database;

(c) Review redemption transactions that occur within thirty (30) days of account establishment or maintenance;

(d) Review wires sent pursuant to banking instructions other than those on file with the Transfer Agent;

(e) Review accounts with small balances followed by large purchases;

(f) Review accounts with frequent activity within a specified date range followed by a large redemption;

(g) On a daily basis, review purchase and redemption activity per tax identification number ("TIN") within each Funds to determine if activity for that TIN exceeded the $100,000 threshold on any given day;

(h) Monitor and track cash equivalents under $10,000 for a rolling twelve-month period and file IRS Form 8300 and issue the Shareholder notices required by the IRS;

(i) Determine when a suspicious activity report ("SAR") should be filed as required by regulations applicable to mutual funds; prepare and file the SAR. Provide each Fund with a copy of the SAR within a reasonable time after filing; notify Fund if any further communication is received from U.S. Department of the Treasury or other law enforcement agencies regarding the SAR;

(j) Compare account information to any FinCEN request received by each Fund and provided to the Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a). Provide each Fund with documents/information necessary to respond to requests under USA PATRIOT Act Sec. 314(a) within required time frames; and

(k) In accordance with procedures agreed upon by the parties (which may be amended from time to time by mutual agreement of the parties)
(i) verify the identity of any person seeking to open an account with each Fund, (ii) maintain records of the information used to verify the person's identity and (iii) determine whether the person appears on any lists of known or suspected terrorists or terrorists organizations provided to each Fund by any government agency.

4.2 In the event that the Transfer Agent detects activity as a result of the foregoing procedures, which necessitates the filing by the Transfer Agent of a SAR, a Form 8300 or other similar report or notice to OFAC, then the Transfer Agent shall also immediately notify each Fund, unless prohibited by applicable law.

Schedule 1.2(g)- 2

LAUDUS TRUST                           BOSTON FINANCIAL DATA SERVICES, INC.



By: /s/ Mike Haydel                    By: /s/ Suresh Patel
   ---------------------------------       --------------------------------
Name: Mike Haydel                          Suresh Patel, Vice President
     -------------------------------
Title: Vice President
      ------------------------------

LAUDUS VARIABLE INSURANCE TRUST

By: /s/ Mike Haydel
   ---------------------------------
Name: Mike Haydel
     -------------------------------
Title: Vice President
      ------------------------------

Schedule 1.2(g)-3

SCHEDULE 2.1

THIRD PARTY ADMINISTRATOR(S) PROCEDURES

Dated October 3, 2005

1. On each day on which both the New York Stock Exchange and each Fund are open for business (a "Business Day"), the TPA(s) shall receive, on behalf of and as agent of each Fund, Instructions (as hereinafter defined) from the Plan. Instructions shall mean as to each Fund (i) orders by the Plan for the purchases of Shares, and (ii) requests by the Plan for the redemption of Shares; in each case based on the Plan's receipt of purchase orders and redemption requests by Participants in proper form by the time required by the term of the Plan, but not later than the time of day at which the net asset value of a Fund is calculated, as described from time to time in that Fund's prospectus. Each Business Day on which the TPA receives Instructions shall be a "Trade Date".

2. The TPA(s) shall communicate the TPA(s)'s acceptance of such Instructions, to the applicable Plan.

3. On the next succeeding Business Day following the Trade Date on which it accepted Instructions for the purchase and redemption of Shares, (TD+1), the TPA(s) shall notify the Transfer Agent of the net amount of such purchases or redemptions, as the case may be, for each of the Plans. In the case of net purchases by any Plan, the TPA(s) shall instruct the Trustees of such Plan to transmit the aggregate purchase price for Shares by wire transfer to the Transfer Agent on (TD+1). In the case of net redemptions by any Plan, the TPA(s) shall instruct each Fund's custodian to transmit the aggregate redemption proceeds for Shares by wire transfer to the Trustees of such Plan on (TD+1). The times at which such notification and transmission shall occur on (TD+1) shall be as mutually agreed upon by each Fund, the TPA(s), and the Transfer Agent.

4. The TPA(s) shall maintain separate records for each Plan, which record shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. The TPA(s) shall maintain on behalf of each of the Plans a single master account with the Transfer Agent and such account shall be in the name of that Plan, the TPA(s), or the nominee of either thereof as the record owner of Shares owned by such Plan.

5. The TPA(s) shall maintain records of all proceeds of redemptions of Shares and all other distributions not reinvested in Shares.

6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic account statements showing the total number of Shares owned by that Plan as of the statement closing date, purchases and redemptions of Shares by the Plan during the period covered by the statement, and the dividends and other distributions paid to the Plan on Shares during the statement period (whether paid in cash or reinvested in Shares).

7. The TPA(s) shall, at the request and expense of each Fund, transmit to the Plans prospectuses, proxy materials, reports, and other information provided by each Fund for delivery to its shareholders.

8. The TPA(s) shall, at the request of each Fund, prepare and transmit to each Fund or any agent designated by it such periodic reports covering Shares of each Plan as each Fund shall reasonably conclude are necessary to enable each Fund to comply with state Blue Sky requirements.

9. The TPA(s) shall transmit to the Plans confirmation of purchase orders and redemption requests placed by the Plans; and

10. The TPA(s) shall, with respect to Shares, maintain account balance information for the Plan(s) and daily and monthly purchase summaries expressed in Shares and dollar amounts.

11. Plan sponsors may request, or the law may require, that prospectuses, proxy materials, periodic reports and other materials relating to each Fund be furnished to Participants in which event the Transfer Agent or each Fund shall mail or cause to be mailed such materials to Participants. With respect to any such mailing, the TPA(s) shall, at the request of the Transfer Agent or each Fund, provide at the TPA(s)'s expense a complete and accurate set of mailing labels with the name and address of each Participant having an interest through the Plans in Shares.

LAUDUS TRUST                           BOSTON FINANCIAL DATA SERVICES, INC.



By: /s/ Mike Haydel                    By: /s/ Suresh Patel
   ---------------------------------       --------------------------------
Name: Mike Haydel                          Suresh Patel, Vice President
     -------------------------------
Title: Vice President
      ------------------------------

LAUDUS VARIABLE INSURANCE TRUST

By: /s/ Mike Haydel
   ---------------------------------
Name: Mike Haydel
     -------------------------------
Title: Vice President
      ------------------------------

CUSIP Base Fee                                  $7,500/year/cusip

Annual Account Fees
Open Accounts                                   $18.00/account
Closed Accounts                                 $5.00/account

Activity Based Fees
Telephone                                       $2.50/each
Correspondence                                  $5.00/each

Other Annual Fees
CUSIP Implementation                            $1500/CUSIP
12B-1 Commissions                               $1.20/account

Out-of-Pocket Expenses: Out-of-Pocket expenses include but are not limited to:
confirmation statements, lost shareholder searches, short-term trader reports, Investor statements, postage, long distance telephone calls, records retention, customized programming/enhancements, federal wire fee, transcripts, microfilm, microfiche, hardware at each Fund's facility, telecommunications/network configuration, AML Delegated Duties and all other expenses incurred at the direction of each Fund.

LAUDUS TRUST                           BOSTON FINANCIAL DATA SERVICES, INC.



By: /s/ Mike Haydel                    By: /s/ Suresh Patel
   ---------------------------------       --------------------------------
Name: Mike Haydel                          Suresh Patel, Vice President
     -------------------------------
Title: Vice President
      ------------------------------

LAUDUS VARIABLE INSURANCE TRUST

By: /s/ Mike Haydel
   ---------------------------------
Name: Mike Haydel
     -------------------------------
Title: Vice President
      ------------------------------

October 3, 2005

Laudus Trust
Laudus Variable Insurance Trust
101 Montgomery Street
San Francisco, CA 94104

Ladies and Gentlemen:

Reference is made to the Transfer Agency and Service Agreement (the "Agreement") by and between Boston Financial Data Services, Inc. ("Boston Financial"), the Laudus Trust and the Laudus Variable Insurance Trust (the "Funds") dated October 3, 2005. Pursuant to Section 15.4 of the Agreement, Boston Financial and the Funds hereby agree that neither Boston Financial nor the Funds shall be liable to the other party for special, indirect, or consequential damages (collectively hereinafter referred to as "Consequential Damages") under any provision of the Agreement or arising out of any act or failure to act under the Agreement. To the extent Boston Financial, in any transfer agency agreement it enters into with respect to U.S. registered investment companies, (i) changes its corporate or legal policy to permit liability for Consequential Damages in whole or in part on the part of Boston Financial; (ii) makes an exception to its corporate or legal policy to permit liability of Consequential Damages in whole or in part on the part of Boston Financial; or (iii) otherwise agrees to be liable for Consequential Damages in whole or in part, Boston Financial agrees to notify the Funds and, if requested by the Funds, renegotiate in good faith this provision of the Agreement.

The parties agree that they shall keep the provisions of this letter agreement confidential and shall not disclose the same to any other person except at the request or with the prior written consent of the other parties, or as may be required by law.

Your signatures below indicate the binding nature of this letter agreement.

Very truly yours,

BOSTON FINANCIAL DATA SERVICES, INC.

By: /s/ Suresh Patel
    ----------------------------
    Suresh Patel, Vice President

AGREED:

LAUDUS TRUST

By: /s/ Mike Haydel
   ---------------------------------

LAUDUS VARIABLE INSURANCE TRUST

By: /s/ Mike Haydel
   ---------------------------------

Exhibit - 23(h)(2)

LAUDUS TRUST

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

This Agreement, dated as of [May 1, 2006], is made and entered into by and between Charles Schwab Investment Management, Inc. (the "Adviser") and Laudus 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 Massachusetts business 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 August 1, 2008, 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 (but excluding nonrecurring account fees, fees on securities transactions such as exchange fees, dividends and interest on securities sold short, service fees, and subaccounting fees, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of such Fund's business and amounts payable pursuant to any plan adopted in accordance with Rule 12b-1 under the 1940 Act) (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.

4. TERM AND TERMINATION. This Agreement shall continue in effect with respect to all Funds until August 1, 2008 and shall thereafter continue in effect with respect to each Fund from year to year provided either party may elect not to renew the Agreement an additional year upon such sixty (60) days' written prior 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.

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.

A copy of the Agreement and Declaration of Trust of the Trust, as amended, is on file with the Secretary of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually, and that the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Trust.

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 TRUST,                                CHARLES SCHWAB INVESTMENT
On behalf of the Funds                            MANAGEMENT, INC.

By:   /s/ Daniel Kern                             By:   /s/ Evelyn Dilsaver
-----------------------                           -------------------------
Name: Daniel Kern                                 Name: Evelyn Dilsaver
Title: Vice President, Chief Financial            Title: President and Chief
        Officer and Treasurer                             Executive Officer

                                   SCHEDULE A

------------------------------------------------------------------------------------------------------------------------------------
                          FUND                                DATE OF MANAGEMENT CONTRACT                     EXPENSE LIMIT
------------------------------------------------------------------------------------------------------------------------------------
Laudus Rosenberg U.S. Large Capitalization Fund                     January 30, 2004                   Institutional Shares- 0.99%

                                                                                                         Investor Shares- 1.29%
------------------------------------------------------------------------------------------------------------------------------------
Laudus Rosenberg U.S. Large Capitalization Growth Fund              January 30, 2004                   Institutional Shares- 0.99%

                                                                                                         Investor Shares- 1.29%
------------------------------------------------------------------------------------------------------------------------------------
Laudus Rosenberg U.S. Large Capitalization Value Fund                 May 1, 2005                      Institutional Shares- 0.99%

                                                                                                         Investor Shares- 1.29%
------------------------------------------------------------------------------------------------------------------------------------
Laudus Rosenberg U.S. Small Capitalization Fund*                    January 30, 2004                   Institutional Shares- 1.14%

                                                                                                         Investor Shares- 1.44%
------------------------------------------------------------------------------------------------------------------------------------
Laudus Rosenberg International Small Capitalization Fund            January 30, 2004                   Institutional Shares- 1.49%

                                                                                                         Investor Shares- 1.79%
------------------------------------------------------------------------------------------------------------------------------------
Laudus Rosenberg International Equity Fund                          January 30, 2004                   Institutional Shares- 1.34%

                                                                                                         Investor Shares- 1.64%
------------------------------------------------------------------------------------------------------------------------------------
Laudus Rosenberg International Discovery Fund                        [May 1, 2006]                    [Institutional Shares- 1.35%]

                                                                                                        [Investor Shares- 1.65%]
------------------------------------------------------------------------------------------------------------------------------------
Laudus Rosenberg U.S. Discovery Fund                                January 30, 2004                   Institutional Shares- 1.14%

                                                                                                         Investor Shares- 1.44%
------------------------------------------------------------------------------------------------------------------------------------
Laudus Rosenberg U.S. Long/Short Equity Fund                        January 30, 2004                   Institutional Shares- 1.49%

                                                                                                         Investor Shares- 1.79%
------------------------------------------------------------------------------------------------------------------------------------
Laudus Rosenberg Value Long/Short Equity Fund                       January 30, 2004                   Institutional Shares- 1.74%

                                                                                                         Investor Shares- 2.04%
------------------------------------------------------------------------------------------------------------------------------------
Laudus Rosenberg U.S. Large/Mid Capitalization                      January 30, 2004                   Institutional Shares- 1.24%
Long/Short Equity Fund
                                                                                                         Investor Shares- 1.54%
------------------------------------------------------------------------------------------------------------------------------------
Laudus Rosenberg Global Long/Short Equity Fund                      January 30, 2004                   Institutional Shares- 1.99%

                                                                                                         Investor Shares- 2.29%
------------------------------------------------------------------------------------------------------------------------------------

* There is no Expense Limit for Adviser Shares of the Laudus Rosenberg U.S.
Small Capitalization Fund.

Exhibit 23(h)(3)

EXECUTED

EXECUTION COPY

ADMINISTRATION AGREEMENT

Agreement dated as of October 1, 2005 by and between State Street Bank and Trust Company, a Massachusetts trust company (the "Administrator"), and each of Laudus Trust and Laudus Variable Insurance Trust, each a Massachusetts business trust (hereinafter each is referred to individually as the "Trust").

WHEREAS, the Trust is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trust desires to retain the Administrator to furnish certain administrative services to the Trust, and the Administrator is willing to furnish such services, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

1. APPOINTMENT OF ADMINISTRATOR

The Trust hereby appoints the Administrator to act as administrator with respect to the Trust for purposes of providing certain administrative services for the period and on the terms set forth in this Agreement. The Administrator accepts such appointment and agrees to render the services stated herein.

The Trust will initially consist of the portfolio(s) and/or class(es) of shares (each an "Investment Fund") listed in Schedule A to this Agreement. In the event that the Trust establishes one or more additional Investment Funds with respect to which it wishes to retain the Administrator to act as administrator hereunder, the Trust shall notify the Administrator in writing. Upon written acceptance by the Administrator, such Investment Fund shall become subject to the provisions of this Agreement to the same extent as the existing Investment Funds, except to the extent that such provisions (including those relating to the compensation and expenses payable by the Trust and its Investment Funds) may be modified with respect to each additional Investment Fund in writing by the Trust and the Administrator at the time of the addition of the Investment Fund.

2. DELIVERY OF DOCUMENT

The Trust will promptly deliver to the Administrator copies of each of the following documents and all future amendments and supplements, if any:

a. The Trust's Declaration and by-laws;

b. The Trust's currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act and the Trust's Prospectus(es) and Statement(s) of Additional Information relating to all Investment Funds and all amendments and supplements thereto as in effect from time to time;

c. Certified copies of the resolutions of the Board of Trustees of the Trust (the "Board") authorizing (1) the Trust to enter into this Agreement and (2) certain individuals or entities on behalf of the Trust to (a) give instructions to the Administrator pursuant to this Agreement and (b) sign checks and pay expenses ("Authorized Persons");

d. A copy of the investment advisory agreement between the Trust and its investment adviser; and

e. Such other certificates, documents or opinions which the Administrator reasonably believes to be necessary or appropriate in the proper performance of its duties, subject to the consent of Trust which shall not be unreasonably withheld.

3. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR

The Administrator represents and warrants to the Trust that:

a. It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;

b. It has the corporate power and authority to carry on its business in The Commonwealth of Massachusetts;

c. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;

d. No legal or administrative proceedings have been instituted or threatened which would impair the Administrator's ability to perform its duties and obligations under this Agreement; and

e. Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it.

4. REPRESENTATIONS AND WARRANTIES OF THE TRUST

The Trust represents and warrants to the Administrator that:

a. It is a business trust, duly organized, existing and in good standing under the laws of Massachusetts;

b. It has the corporate power and authority under applicable laws and by its charter and by-laws to enter into and perform this Agreement;

c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;

d. It is an investment company duly registered under the 1940 Act;

e. A registration statement under the 1933 Act and the 1940 Act has been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made;

f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust's ability to perform its duties and obligations under this Agreement;

g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; and

h. As of the close of business on the date of this Agreement, the Trust is authorized to issue shares of beneficial interest, and it will initially offer shares, in the authorized amounts as set forth in Schedule A to this Agreement.

5. ADMINISTRATION SERVICES

The Administrator shall provide the services set forth on Schedule C hereto (collectively, "Services"), subject to the control, supervision, authorization and direction of the Trust and, in each case where appropriate, the review and comment by the Trust's auditors and legal counsel and in accordance with procedures which may be established from time to time between the Trust and the Administrator.

The Administrator shall perform such other services for the Trust that are mutually agreed to by the parties from time to time in writing, for which the Trust will pay such fees as may be mutually agreed upon in writing, including the Administrator's reasonable out-of-pocket expenses which are required to perform such other services. All such expenses in excess of $500 must be pre-approved by the Trust in writing and such approval shall not be unreasonably withheld. The provision of such services shall be subject to the terms and conditions of this Agreement:

6. FEES; EXPENSES; EXPENSE REIMBURSEMENT; DELEGATES

The Administrator shall receive from the Trust such compensation for the Administrator's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable within thirty (30) days of the Trust's receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable within thirty (30) days of termination of this Agreement. In addition, the Trust shall reimburse the Administrator for its reasonable out-of-pocket costs which are required to perform the services under this Agreement, All expenses in excess of $500 must be pre-approved by the Trust in writing and such approval shall not be unreasonably withheld. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement.

At no additional charge to the Trust, the Administrator shall provide the office facilities, equipment, supplies, the personnel and other items determined by it to perform the services contemplated herein. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered in writing by or for the Trust through the Administrator and for any other reasonable expenses not contemplated by this Agreement that the Administrator may incur on the Trust's behalf at the Trust's request or with the Trust's consent. All such equipment, supplies and expenses must be pre-approved by the Trust in writing and such approval shall not be unreasonably withheld.

The Trust will bear all expenses that are incurred in its operation and not assumed by the Administrator. Expenses to be borne by the Trust, include, but are not limited to: the Trust's organizational expenses; cost of services of independent accountants and the Trust's outside legal and tax counsel (including such counsel's review of the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Trust; investment advisory fees; taxes, insurance premiums applicable to the Trust's operation; costs incidental to any meetings of shareholders (excluding costs specifically assumed by the Administrator) including, but not limited to, the

Trust's legal and accounting fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Board meetings (excluding costs specifically assumed by the Administrator), including fees and expenses of Board members; the salary and expenses of any officer, director/ trustee or employee of the Trust; costs of printing and distribution of the Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of filing of the Trust's tax returns, Form N-1A or N-2, Form N-CSR Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the Trust's fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services that have been approved by the Trust used in computing the Investment Funds' net asset values.

The Administrator is authorized to and may employ or associate with such person, persons, entity or entities as the Administrator may deem desirable to assist it in performing its duties under this Agreement (collectively, "Delegates"); provided, however; (1) Administrator may not delegate more fifty percent of any Service to such Delegates without the prior written approval of the Trust which shall not be unreasonably withheld; (2) Administrator shall pay all compensation and expenses of such Delegates; and; (3) Administrator agrees that as used in this paragraph, the references to Delegates applies only to the provision of services by temporary workers or sub-contractors for the purpose of handling short-term increases in Trust activity or short-term shortage of Administrator personnel.

7. INSTRUCTIONS

At any time, the Administrator may apply to any officer of the Trust or to independent accountants for the Trust for written instructions with respect to any matter arising in connection with the services to be performed by the Administrator under this agreement. Nothing in this paragraph shall be construed as imposing upon the Administrator any obligation to seek instructions, except to the extent. Administrator is required by law or the other terms of this Agreement to obtain such instructions. Administrator shall act in accordance with all such instructions, unless Administrator reasonable believes that to do so would violate applicable law or the other terms of this Agreement. Administrator shall provide written notice to the Trust of its intention to not act on any instructions.

8. STANDARD OF CARE/LIMITATION OR LIABILITY AND INDEMNIFICATION

The Administrator shall, at all times, act in good faith and exercise reasonable care in performing the Services, The Administrator shall be responsible for the performance of only the Services and shall have no responsibility for the actions or activities of any other party, including other service providers. Notwithstanding the foregoing sentence, the Administrator shall be fully responsible for the acts and omissions of such Delegates as Administrator is for its own acts and omissions. The Administrator shall be entitled to obtain, receive, rely on and act upon the advice of counsel for the Trust on all matters. The Administrator shall be without

liability for any action reasonably taken or omitted in good faith in accordance with the advice of counsel for the Trust. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this section shall be construed as imposing upon the Administrator any obligation to seek such advice of counsel for the Trust.

The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator's duties hereunder in good faith reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator's appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Administrator, its directors, officers, employees or Delegates (the "Responsible Parties"). Neither party shall be liable to the other party for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to the Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator's liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto.

The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control or, on an industry standard basis, its anticipation.

The Trust shall indemnify and hold the Administrator and its directors, officers, employees and Delegates harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel (collectively "Losses"), incurred by the Administrator resulting from any claim, demand, action or suit (collectively "Claims") in connection with any action or omission by the Administrator in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons or upon reasonable reliance on information or records given or made by the Trust or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Responsible Parties in cases of its or their own negligence, bad faith or willful misconduct.

The indemnification contained herein shall survive the termination of this Agreement.

9. DISASTER RECOVERY AND BUSINESS CONTINUITY

The Administrator shall implement and maintain reasonable disaster recovery and business continuity procedures that are reasonably designed to recover data processing systems, data communications facilities, information, data and other business related functions of the Administrator in a manner and time frame consistent with legal, regulatory and business requirements applicable to the Administrator in its provision of services hereunder. In the event of any disaster which causes a business interruption, the Administrator shall act in good faith and take reasonable steps to minimize service interruptions.

10. SERVICE LEVEL DOCUMENTS

The Trust and the Administrator may from time to time, in good faith, agree on certain performance measures by which the Administrator is expected to provide the services contemplated by this Agreement ("Service Level Documents"). The Service Level Documents are designed to provide metrics and other information that can be utilized by the parties to help measure the Administrator's performance. The parties agree the Service Level Documents reflect performance measures as opposed to specific contractual obligations. Notwithstanding, the parties agree that (1) Administrator's inability to achieve such performance measures may give rise to grounds for termination pursuant to
Section 14; and (2) Administrator's performance and/or nonperformance of the services, separate and apart from the performance measures in the Service Level Documents, may give rise to any remedies tort or contract that the Trust may assert against Administrator under the terms of this Agreement.

11. CONFIDENTIALITY

Definition of "Trust Confidential Information". The term "Trust Confidential Information" means any information that Trust discloses, whether in writing, electronically or orally, to Administrator whether in tangible or intangible form which is identified as confidential at the time of disclosure or which by the circumstances of disclosure or nature of the information would be considered to be confidential. By way of example and not limitation, Trust Confidential Information includes: (i) any information concerning Trust's, its agents or licensors' technology, such as systems, source code, databases, hardware, software, programs, applications, engine protocols, routines, models, displays and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof; and (ii) any information concerning Trust's, its agents or licensors' financial or business plans or operations, such as research activities and plans, marketing or sales plans, pricing or pricing strategies, operational techniques, internal controls, compliance policies, methods of operation, security procedures, strategic plans, customer information, and unpublished financial information, including information concerning revenues, profits and profit margins. Administrator agrees that Trust will have no obligation to specifically identify by any notice or other action any information to which the protection of this Agreement extends. Without limiting the foregoing, to the extent disclosed to the Administrator, portfolio holdings information of the Trust shall be deemed to be Confidential Information of the Trust until such time as such portfolio holdings information shall made in a public filing by the Trust. The Administrator shall not purchase or sell securities or

other investments on the basis of confidential portfolio holdings information of the Trust provided to the Administrator and shall take reasonable steps to prevent any employee or agent of Administrator from purchasing or selling securities or other investments on the same basis.

Restrictions on Use. Without the prior written consent of Trust, Administrator will not use any portion of Trust Confidential Information for any purpose other than for the services provided under this Agreement. Administrator further agrees that:

(a) it will hold Trust Confidential Information of Trust in the strictest confidence;

(b) it will exercise the same care with respect to Trust Confidential Information as it exercises with respect to its own proprietary and confidential information;

(c) it will not, without Trust's prior written consent, copy or disclose to any third party any portion thereof;

(d) it will notify immediately Trust of any unauthorized disclosure or use unless in and ownership of Trust Confidential Information resulting from such unauthorized disclosure or use by or through Administrator; and

(e) it will restrict dissemination of Trust Confidential Information to only those persons within or related to its organization who are involved in the delivery of services provided under this Agreement to Administrator's regulatory authorities as required to comply with such regulatory authorities' request or order and to Administrator's examiners, auditors, directors and legal counsel to the extent Administrator believes the same is reasonably required provided that Administrator makes reasonable efforts to notify such parties as to the confidential nature of the Trust Confidential.

Exceptions. The foregoing shall not prohibit or limit Administrator's use, disclosure, reproduction or dissemination of Trust Confidential Information which:

(a) is or becomes public domain information or material through no fault or breach on the part of Administrator;

(b) as demonstrated by the written records of Administrator or otherwise, was already lawfully known (without restriction on disclosure) to Administrator prior to the information being disclosed to Administrator by Trust or any representative of Trust;

(c) has been or is hereafter rightfully furnished to Administrator without restriction on disclosure by the Trust or a third person lawfully in possession thereof;

(d) has been independently developed, by or for Administrator, without reference to Trust Confidential Information;

(e) is requested or required to be disclosed pursuant to any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or

other similar process where required by law, regulation, rule or self-regulatory organization rule, or where the Administrator has determined that disclosure is necessary for the protection of its interests, provided that, unless prohibited from doing so in such circumstance, the Administrator notifies the Trust as promptly as possible so that Trust may to have a reasonable opportunity to obtain a protective order or other form of protection against disclosure. Notwithstanding any such disclosure by Administrator, such disclosure will not otherwise affect Administrator's obligations hereunder with respect to Trust Confidential Information so disclosed which is retained by Administrator; or

(f) is disclosed by the Administrator with the prior written consent of the Trust, which consent shall not be unreasonably withheld.

Any Trust Confidential Information in the possession of Administrator that has been disclosed to it by Trust or any representative of Trust that is not within any of the exceptions above shall be considered confidential unless the Administrator may demonstrate otherwise by records and documentation or other reasonable means.

Equitable Relief. Administrator agrees and acknowledges that any breach of Section 11 may cause Trust irreparable harm for which monetary damages would be inadequate. Accordingly, Trust will be entitled to seek injunctive or other equitable relief to remedy any threatened or actual breach of Section 11 by Administrator, as well as monetary damages.

No Publicity. Neither party will announce or disclose the existence of this Agreement, or its contents to any third party without the prior written consent of the other or except as may be required by law, in which case the party required to make such a disclosure will give the other party the maximum feasible prior notice of such disclosure.

12. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS

The Trust assumes full responsibility for complying with all securities, banking, tax, commodities and other laws, rules and regulations applicable to it.

The Administrator assumes full responsibility for complying with all applicable securities, banking, tax, commodities and other laws, rules and regulations applicable to it in connection with and as applicable to its provision of services hereunder.

In compliance with the requirements of Rule 3la-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request. The Administrator further agrees that all records which it maintains for the Trust pursuant to Rule 3la-l under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form.

13. SERVICES NOT EXCLUSIVE

The services of the Administrator to the Trust are not to be deemed exclusive, and the Administrator shall be free to render similar services to others. The Administrator shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Trust from time to time, have no authority to act or represent the Trust in any way or otherwise be deemed an agent of the Trust.

14. TERM, TERMINATION AND AMENDMENT

(a) This Agreement shall become effective on the date of its execution and shall remain in full force and effect for a period of three (3) years from the effective date (the "Initial Term"), and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement by written notice to the other party at least ninety
(90) days prior to the date of termination.

(b) During the Initial Term and thereafter, the Administrator may, at its discretion, terminate this Agreement for cause with respect to (1) one or more Investment Funds; and/or (2) the Trust in its entirety by providing not less than 60 days prior written notice to the Trust upon occurrence of any of the following termination events:

(A) Trust has been convicted, pled guilty or pled no contest to criminal conduct in a criminal proceeding;

(B) Trust has been found to have violated federal or state law in an administrative or regulatory proceeding; provided such violation (1) involves unethical conduct; and (2) Administrator reasonably believes that such violation would have a material adverse impact on Administrator's ability to the perform services under this Agreement;

(C) Trust has encountered financial difficulties which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors;

(D) Trust has been terminated for cause by the Administrator pursuant to the terms of (1) any fund accounting or custody agreement between Administrator and Trust, or (2) any Fund accounting, custody or administrative agreement between Administrator and any other investment company advised by Charles Schwab Investment Management, Inc. ("CSIM");

(E) CSIM has been terminated for cause by the Administrator pursuant to the terms of any sub-administrative agreement between Administrator and CSIM;

(F) Trust attempts to assign this Agreement in violation of Section 16 of this Agreement; and

(G) Trust has committed a material breach of this Agreement, and such breach has not been remedied by the Trust within sixty days written notice of such breach by Administrator.

(c) During the Initial Term and thereafter, Trust, at its discretion, may terminate this agreement for cause with respect to (1) one or more Investment Funds, and/or (2) the Trust in its entirety by providing at least 60 days written notice to Administrator upon the occurrence of any of the following termination events:

(A) Administrator has been convicted, pled guilty or pled no contest to criminal conduct in any criminal proceeding in connection with the provision of administration services, fund accounting services and/or custody services to any client;

(B) Administrator has been found to have violated federal or state law in any administrative or regulatory proceeding; provided such violation (1) involves unethical behavior and (2) relates to the provision of administration services, fund accounting services and/or custody services to any client;

(C) Administrator has encountered financial difficulties which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors;

(D) Administrator has been terminated by the Trust for cause pursuant to the terms of (1) any fund accounting or custody agreement between Administrator or its affiliates and Trust, or (2) any fund Accounting, custody or administrative agreement between Administrator or its affiliates and any investment company (other than Trust) advised by CSIM;

(E) Administrator has been terminated by CSIM for cause pursuant to the terms of any sub-administrative agreement between Administrator and or its affiliates and CSIM;

(F) Administrator transfers fifty percent (50%) or more of any class of its voting securities; (2) transfers all, or substantially all, of its assets to a non-affiliate; or (3) attempts to assign this Agreement in violation of Section 16 of this Agreement; and

(G) In Trust's reasonable opinion, Administrator has not achieved one or more of the performance measures set forth in any Service Level Document established pursuant to Section 10 of this Agreement, and a plan or revised plan has not been put into place in accordance with the following procedures: In the event that Trust reasonably believes that the Administrator has not met one or more of the performance measures set forth in any Service Level Document during any calendar quarter or other period of measurement as may be set forth in any Service Level Document, the Trust may, in its discretion, submit a written deficiency notice to Administrator outlining the performance deficiencies ("Deficiency Notice"). Such Deficiency Notice must be provided to Administrator within 20 days of the end of such quarter. After receipt of such notice, Administrator shall present the Trust with a written plan to address the deficiencies set forth in the Deficiency Notice (the "Plan"). Such Plan must be provided to Trust within 30 days after receipt of the Deficiency Notice. If Administrator fails to submit a Plan within such 30 day period, Trust may terminate the Agreement upon 60 days written notice to Administrator. The Trust, in its discretion, may accept the Plan or reject the Plan ("Rejection Notice"). Such Rejection Notice must be submitted to Administrator within 15 days after submission of the Plan. If Trust fails to provide a Rejection Notice within such 15 day period, it shall be presumed that Trust accepted the Plan. In the event, Trust submits a Rejection Notice, Administrator shall submit a revised plan ("Revised Plan") to the Trust. Such Revised Plan must be

provided to Trust within 30 after provision of the Rejection Notice. If Administrator fails to submit a Revised Plan within such 30 day period, Trust may terminate the Agreement upon 60 days written notice to Administrator. The Trust, in its sole discretion, may accept the Revised Plan or reject the Revised Plan ("Denial Notice"). Any Denial Notice must be submitted to Administrator within 15 days after provision of the Revised Plan. If Trust fails to provide a Denial Notice within such 15 day period, it shall be presumed that Trust accepted the Revised Plan. If Trust provides a Denial Notice to Administrator, Trust may, in its sole discretion, terminate this Agreement upon 60 days written notice to Administrator. Such termination notice must be submitted to Administrator within 60 days after provision of the Denial Notice; and

(H) Administrator has committed a material breach of this Agreement and such breach has not been remedied by the Administrator within sixty days written notice of such breach by Trust.

(e) Termination of this Agreement with respect to any given Investment Fund shall in no way affect the continued validity of this Agreement with respect to any other Investment Fund.

(f) Upon termination of this Agreement, the Trust shall pay to the Administrator such compensation and any reimbursable expenses as may be due and undisputed under the terms hereof as of the date of such termination, including reasonable out-of-pocket expenses associated with such termination. All out-of pocket expenses associated under this sub-paragraph for which the Administrator seeks reimbursement must be pre-approved by the Trust in writing, such approval shall not be unreasonably withheld.

(g) This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

15. NOTICES

Any notice or other communication authorized or required by this Agreement to be given to either party shall be in writing and deemed to have been given when delivered in person or by confirmed facsimile, or posted by certified mail, return receipt requested, to the following address (or such other address as a party may specify by written notice to the other): if to the Trusts: 101 Montgomery Street, San Francisco, CA 94104, Attn: Jana D, Thompson, facsimile: 415-667-3484; if to the Administrator: State Street Bank and Trust Company, P.O.

Box 5049, Boston, MA 02206-5049, Attn: Fund Administration Legal Department, facsimile: 617-662-3805.

16. NON-ASSIGNABILITY

This Agreement, nor any part thereof, shall be assigned by either party hereto without the prior consent in writing of the other party, except that either party may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by or under common control with such party.

17. SUCCESSORS

This Agreement shall be binding on and shall inure to the benefit of the Trust and the Administrator and their respective successors and permitted assigns.

18. ENTIRE AGREEMENT

This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all previous representations, warranties or commitments regarding the services to be performed hereunder whether oral or in writing.

19. WAIVER

The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement. Any waiver must be in writing signed by the waiving party.

20. SEVERABILITY

If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.

21. GOVERNING LAW

This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts.

22. REPRODUCTION OF DOCUMENTS

This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, xerographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such

reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

23. COUNTERPARTS

This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first written above.

LAUDUS TRUST

LAUDUS VARIABLE INSURANCE TRUST

By: /s/ Daniel Kern
   --------------------------------
Name:  Daniel Kern
Title: Treasurer and Chief Financial Officer

STATE STREET BANK AND TRUST COMPANY

By: /s/ Gary L. French
   --------------------------------
Name:  Gary L. French
Title: Senior Vice President

                  LAUDUS TRUST                                 CLASSES OF SHARES
                  ------------                                 -----------------
Laudus Rosenberg U.S. Large Capitalization Fund                    Investor
                                                                 Institutional

Laudus Rosenberg U.S. Large Capitalization                         Investor
Growth Fund                                                      Institutional

Laudus Rosenberg U.S. Large Capitalization Value                   Investor
Fund                                                             Institutional

Laudus Rosenberg U.S. Discovery Fund                               Investor
                                                                 Institutional

Laudus Rosenberg U.S. Small Capitalization Fund                    Investor
                                                                    Adviser
                                                                 Institutional

Laudus Rosenberg International Equity Fund                         Investor
                                                                 Institutional

Laudus Rosenberg International Small                               Investor
Capitalization Fund                                              Institutional

Laudus Rosenberg U.S. Large/Mid Capitalization                     Investor
Long/Short Equity Fund                                           Institutional

Laudus Rosenberg Global Long/Short Equity Fund                     Investor
                                                                 Institutional

Laudus Rosenberg Value Long/Short Equity Fund                      Investor
                                                                 Institutional

LAUDUS VARIABLE INSURANCE TRUST                                CLASSES OF SHARES
-------------------------------                                -----------------
Laudus Rosenberg VIT Value Long/Short Equity                        Class 1
Fund                                                                Class 2

ADMINISTRATION AGREEMENT

SCHEDULE B
NOTICE FILING WITH
STATE SECURITIES ADMINISTRATORS

AT THE SPECIFIC DIRECTION OF THE TRUST, THE ADMINISTRATOR WILL PREPARE REQUIRED DOCUMENTATION AND MAKE NOTICE FILINGS IN ACCORDANCE WITH THE SECURITIES LAWS OF EACH JURISDICTION IN WHICH TRUST SHARES ARE TO BE OFFERED OR SOLD PURSUANT TO INSTRUCTIONS GIVEN TO THE ADMINISTRATOR BY THE TRUST.

THE TRUST SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (I) OF THOSE JURISDICTIONS IN WHICH NOTICE FILINGS ARE TO BE SUBMITTED AND (II) THE NUMBER OF TRUST SHARES TO BE PERMITTED TO BE SOLD IN EACH SUCH JURISDICTION. THE ADMINISTRATOR WILL MONITOR THE SALE OF TRUST SHARES FOR COMPLIANCE WITH STATE SECURITIES LAWS AND WILL PROMPTLY NOTIFY THE TRUST IF THE TRUST IS REQUIRED TO AMEND OR RENEW ANY NOTICE FILINGS OR PAY ANY ADDITIONAL NOTICE FILING FEES TO REMAIN COMPLIANT WITH STATE SECURITIES LAWS. IN THE EVENT THAT THE ADMINISTRATOR BECOMES AWARE OF (A) THE SALE OF TRUST SHARES IN A JURISDICTION IN WHICH NO NOTICE FILING HAS BEEN MADE OR (B) THE SALE OF TRUST SHARES IN EXCESS OF THE NUMBER OF TRUST SHARES PERMITTED TO BE SOLD IN SUCH JURISDICTION, THE ADMINISTRATOR SHALL REPORT SUCH INFORMATION TO THE TRUST, AND IT SHALL BE THE TRUST'S RESPONSIBILITY TO DETERMINE APPROPRIATE CORRECTIVE ACTION AND INSTRUCT THE ADMINISTRATOR WITH RESPECT THERETO.

The Blue Sky services shall consist of the following:

1. Preparing and filing of Trust's Initial Notice Filings, as directed by the Trust;

2. Preparing and filing of Trust's renewals and amendments as required;

3. Preparing and filing of amendments to the Trust's registration statement where required;

4. Preparing and filing Trust sales reports where required;

5. Payment at the expense of the Trust of all Trust Notice Filing fees;

6. Filing the Prospectuses and Statements of Additional Information and any amendments or supplements thereto, and any other documents, where required;

7. Filing of annual reports and proxy statements where required; and

8. The performance of such additional services as the Administrator and the Trust may agree upon in writing.

Unless otherwise specified in writing by the Administrator, Blue Sky services by the Administrator shall not include determining the availability of exemptions under a jurisdiction's blue sky law. Any such determination shall be made by the Trust or its legal counsel. In connection with the services described herein, the Trust shall issue in favor of the Administrator a power of attorney to submit Notice Filings on behalf of the Trust, which power of attorney shall be substantially in the form of Exhibit I attached hereto.

ADMINISTRATION AGREEMENT
SCHEDULE C
LIST OF SERVICES

1. Provide periodic testing of portfolios with respect to compliance with Internal Revenue Code mandatory qualification requirements, the requirements of the 1940 Act and the Investment Funds' prospectus limitations as may be mutually agreed upon, including quarterly compliance reporting to the Trust's officers as well as preparation of Board compliance materials;

2. Prepare, for review and approval by officers of the Trust, such Investment Fund's periodic financial reports required to be filed with the Securities and Exchange Commission on Form N-SAR and financial information required by Form N-1A, Form N-CSR and such other reports, forms or filings as may be mutually agreed upon;

3. Prepare and coordinate the filing of Rule 24f-2 notices, including coordination of payment;

4. Provide on a periodic basis information to the Investment Funds' Chief Compliance Officer regarding State Street's compliance with its Compliance Program;

5. Prepare and sign as paid preparer each Investment Fund's federal, state, and local income tax returns and extension requests for review and for execution and filing by the Trust's independent accountants and execution and filing by the Trust's treasurer, including Form 1120-RIC, Form 8613 and Form 1099-MISC;

6. Prepare information for Section 852 mailings;

7. Provide sub-certificates in connection with the certification requirements of the Sarbanes-Oxley Act of 2002 with respect to the services provided by State Street;

8. Maintain certain books and records of the Trust as required under Rule 31a-l(b) of the 1940 Act, as may be mutually agreed upon;

9. Consult with the Trust's officers, independent accountants, legal counsel, custodian, fund accountant, distributor, and transfer agent in establishing the accounting policies of the Trust;

10. Perform Blue Sky services pursuant to the specific instructions of the Trust's officers as detailed in Schedule B hereto;

11. Assist in developing guidelines and procedures to improve overall compliance by the Trust;

12. Assist the Trust in the handling of routine regulatory examinations and work with the Trust's legal counsel in response to any non-routine regulatory matters; and

13. Provide periodic certifications and reasonable documentation to the Chief Compliance Officer of the Trust in connection with Rule 38a-1 of the 1940 Act.

Exhibit-23(h)(4)

MASTER FUND ACCOUNTING AND SERVICES AGREEMENT

This AGREEMENT is made as of October 1, 2005 by and among each regulated management investment company identified on Appendix A hereto (each such management investment company and each regulated management investment company made subject to this Agreement in accordance with Section 11.5 below shall hereinafter be referred to as a "FUND" and are sometimes collectively hereinafter referred to as the "FUNDS"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, having its principal place of business at One Lincoln Place, Boston, Massachusetts 02111 (the "ACCOUNTING AGENT").

WHEREAS, each Fund desires to retain the Accounting Agent to perform certain fund accounting and recordkeeping services;

WHEREAS, each Fund may or may not be authorized to issue common stock or shares of beneficial interest ("SHARES") in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, each Fund so authorized intends that this Agreement be applicable to its series of Shares (as identified on Appendix A hereto (such series together with all other series subsequently established by such Fund and made subject to this Agreement in accordance with Section 11.6 below, shall hereinafter be referred to as the "PORTFOLIO(S)"));

WHEREAS, each Fund not so authorized intends that this Agreement be applicable to it and that all references hereinafter to one or more "Portfolio(s)" shall be deemed to refer to such Fund(s); and

WHEREAS, the Accounting Agent is willing to perform such services upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

SECTION 1. APPOINTMENT OF ACCOUNTING AGENT.

Each Fund hereby appoints Accounting Agent for purposes of providing certain fund accounting, recordkeeping and related services for the period and on the terms set forth in this Agreement. Accounting Agent accepts such appointment and agrees to render the services stated herein upon the terms and conditions hereinafter set forth.

SECTION 2. DUTIES OF THE ACCOUNTING AGENT.

SECTION 2.1 BOOKS OF ACCOUNT.

The Accounting Agent shall maintain the books of account of each Fund and shall perform such other duties set forth on Schedule A hereto (collectively, the "SERVICES") in the manner prescribed by such Fund's currently effective prospectus, statement of additional information or other governing document, certified copies of which have been supplied to the Accounting Agent (a "GOVERNING DOCUMENT").

Each Fund shall provide timely prior notice to the Accounting Agent of any modification in the manner in which such duties/calculations are to be performed as prescribed in any revision to such Fund's governing document and shall supply the Accounting Agent with certified copies of all amendments and/or supplements to the governing documents in a timely manner. For purposes of calculating the net asset value of a Fund, the Accounting Agent shall value each Fund's portfolio securities utilizing prices obtained from sources designated by such Fund (collectively, the "AUTHORIZED PRICE SOURCES") on a Price Source Authorization substantially in the form attached hereto as Exhibit A, as the same may be amended from time to time, or otherwise designated by means of Proper Instructions (as such term is defined in Section 3.3 below) (the "PRICE SOURCE AUTHORIZATION"). The Accounting Agent shall not be responsible for any revisions to calculation methods made by the Fund unless such revisions are communicated in writing to the Accounting Agent.

SECTION 2.2 RECORDS.

The Accounting Agent shall create and maintain all records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of each Fund under the Investment Company Act of 1940, as amended, specifically Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the applicable Fund and shall at all times during the regular business hours of the Accounting Agent be open for inspection by duly authorized officers, employees or agents of the applicable Fund and employees and agents of the Securities and Exchange Commission. Subject to Section 5 below, the Accounting Agent shall preserve for the period required by law the records required to be maintained thereunder.

Each Fund acknowledges that, in keeping the books of account of such Fund and/or making the calculations described herein with respect to Fund property released and delivered pursuant to Section 2.2(14), or purchased pursuant to
Section 2.6(7) of such Fund's custodial services agreement with State Street Bank and Trust Company or otherwise with regard to free deliveries or payments of Fund assets or monies effected by a Fund's custodian, the Accounting Agent is authorized and instructed to rely upon information provided to it by such Fund, such Fund's counterparty(ies) (as identified by free delivery or free payment instructions issued pursuant to the relevant custody agreement), or the authorized agents of either of them.

SECTION 2.3 APPOINTMENT OF AGENTS AND OTHERS.

The Accounting Agent is authorized to and may employ or associate with such person or persons, entity or entities as the Accounting Agent may deem desirable to assist it in performing its duties under this Agreement ("DELEGATES(S)"), provided, however; (a) Accounting Agent may not delegate more fifty percent of any service to such Delegate without the prior written approval of the

Fund which shall not be unreasonably withheld; (b) Accounting Agent shall pay all compensation and expenses of such Delegates; (c) Accounting Agent shall be fully responsible for the acts and omissions of such Delegates as Accounting Agent is for its own acts and omissions; and (d) Accounting Agent agrees that as used in this paragraph, the references to Delegates apply only to the provision of services by temporary workers or sub-contractors for the purpose of handling short-term increases in Fund activity or short-term shortage of Accounting Agent personnel.

SECTION 3. DUTIES OF EACH FUND.

SECTION 3.1 DELIVERY OF INFORMATION.

Each Fund shall provide, or shall cause a third party to provide, timely notice to the Accounting Agent of certain data as a condition to the Accounting Agent's performance described in Sections 1 and 2 above. The data required to be provided pursuant to this section is set forth on Schedule B hereto, which schedule may be separately amended or supplemented by the parties from time to time.

The Accounting Agent is authorized and instructed to rely upon the information it receives from the Fund or any of its Authorized Price Sources, Authorized Persons or Third Party Agents (as such terms are defined in Section 3.3 below and pursuant to instructions as defined in Section 3.3 below). Except as otherwise required by the Price Source Authorization with respect to data obtained from Authorized Price Sources, the Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of any Fund.

SECTION 3.2 DELIVERY OF DOCUMENTS.

Each Fund will promptly deliver to the Accounting Agent copies of each of the following documents and all future amendments and supplements, if any:

a. The Fund's Declaration and by-laws;

b. The Fund's currently effective registration statement under the Securities Act of 1933, as amended (the "1933 ACT"), and the 1940 Act and the Fund's Prospectus(es) and Statement(s) of Additional Information relating to all Portfolios and all amendments and supplements thereto as in effect from time to time;

c. Certified copies of the resolutions of the Board of Directors or Board of Trustees of the Fund (the "BOARD") authorizing (1) the Fund to enter into this Agreement and (2) certain individuals or entities on behalf of the Fund to (a) give instructions to the Accounting Agent pursuant to this Agreement and (b) sign checks and pay expenses;

d. A copy of the investment advisory agreement between the Fund and its investment adviser; and

e. Such other certificates, documents or opinions which the Accounting Agent reasonably believes to be necessary or appropriate in the proper performance of its duties, subject to the consent of the Fund, which consent shall not be unreasonably withheld.

SECTION 3.3 PROPER INSTRUCTIONS.

Each Fund and any person/entity duly authorized by such Fund for such communication ("AUTHORIZED PERSON(S)") shall communicate to the Accounting Agent by means of Proper Instructions. Proper Instructions shall mean (i) a writing signed or initialed by one or more Authorized Persons as the Board of a Fund shall have from time to time authorized or (ii) communication effected directly between a Fund or its duly authorized third-party agents (each, a "THIRD PARTY AGENT") and the Accounting Agent by electro-mechanical or electronic devices, provided that such Fund and the Accounting Agent have approved such security procedures. Upon the effectiveness of this Agreement, each Fund shall provide to the Accounting Agent a list of all Authorized Persons (with signature specimens and such other information as the Accounting Agent may reasonably require) in form and substance satisfactory to the Accounting Agent. The Accounting Agent may rely upon any Proper Instruction reasonably believed by it to be genuine and to have been properly issued by an Authorized Person or on behalf of the applicable Fund and the Accounting Agent shall not be held to have notice of any change of authority of an Authorized Person (or any other person or entity) until receipt of written notice from the applicable Fund. Oral instructions shall be considered Proper Instructions if the Accounting Agent reasonably believes them to have been given by an Authorized Person. The Fund shall cause all oral instructions to be confirmed in accordance with clauses (i) or (ii) above, as appropriate. The Fund shall give timely Proper Instructions to the Accounting Agent in regard to matters affecting accounting practices and the Accounting Agent's performance pursuant to this Agreement.

SECTION 4. REPRESENTATIONS AND WARRANTIES

a. The Accounting Agent represents and warrants to, and covenants with, the Funds that:

(i) It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;

(ii) It has the corporate power and authority to carry on its business in The Commonwealth of Massachusetts;

(iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;

(iv) No legal or administrative proceedings have been instituted or threatened which would impair the Accounting Agent's ability to perform its duties and obligations under this Agreement;

(v) Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Accounting Agent or any law or regulation applicable to it; and

(vi) It will comply with all applicable securities, banking, tax, commodities and other laws, rules and regulations applicable to it in connection with and as applicable to its provision of services hereunder.

b. Each Fund represents and warrants to, and covenants with, the Accounting Agent that:

(i) It is a business trust, duly organized, existing and in good standing under the laws of Massachusetts;

(ii) It has the corporate power and authority under applicable laws and by its charter and by-laws to enter into and perform this Agreement;

(iii) All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;

(iv) It is an investment company duly registered under the 1940 Act;

(v) A registration statement under the 1933 Act and the 1940 Act has been filed and will be effective and remain effective during the term of this Agreement. The Fund also warrants to the Accounting Agent that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Fund offers or sells its shares have been made;

(vi) No legal or administrative proceedings have been instituted or threatened which would impair the Fund's ability to perform its duties and obligations under this Agreement;

(vii) Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it; and

(viii) It will comply with all securities, banking, tax, commodities and other laws, rules and regulations applicable to it.

SECTION 5. STANDARD OF CARE; LIMITATION OF LIABILITY.

The Accounting Agent shall, at all times, act in good faith and exercise reasonable care in performing the Services. The Accounting Agent shall be responsible for the performance of only the Services and, except as otherwise provided under Section 2.3 above, shall have no

responsibility for the actions or activities of any other party, including other service providers, except as described in Section 2.3 above. The Accounting Agent shall be entitled to obtain, rely on and act upon the advice of counsel for the Fund on all matters. The Accounting Agent shall be without liability for any action reasonably taken or omitted in good faith in accordance with the advice of counsel for the Fund. For the avoidance of doubt, it is hereby specifically understood and agreed that nothing in this Section shall be construed as imposing upon the Accounting Agent any obligation to seek such advice of counsel for the Fund. Without in any way limiting the generality of the foregoing, the Accounting Agent shall in no event be liable for any loss or damage arising from causes beyond its control or, on an industry standard basis, its anticipation.

Each Fund, any Third Party Agent or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the services provided hereunder are responsible for the contents of such information including, without limitation, the accuracy thereof and each Fund agrees to make no claim against the Accounting Agent arising out of the contents of such third-party data including, but not limited to, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Accounting Agent's reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Fund, Authorized Person or Third Party Agent to provide it with the information required by Section 3.1, Section 3.2 or Section 3.3 above. Further, and without in any way limiting the generality of the foregoing, the Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by the Fund or any third party, insofar as such loss, damage or expense arises from the performance of the Accounting Agent's duties hereunder by reason of the Accounting Agent's good faith reliance upon records that were maintained for any Fund by any entity other than the Accounting Agent prior to such Fund's appointment of the Accounting Agent pursuant to this Agreement.

The Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Accounting Agent, its directors, officers, employees or Delegates. No party hereto shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. For the avoidance of doubt, it is hereby acknowledged that the damage limitations set forth in the immediately preceding sentence are not intended to relieve the Accounting Agent from any responsibility that it may otherwise have to a Fund under this Agreement for foreseeable loss incurred by such Fund as a direct result of the Accounting Agent's negligent calculation of such Fund's net asset value.

In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Accounting Agent's liability under this Agreement with respect to the Services "n" through "aa" as set forth on Schedule A hereto only shall be limited to such amount as may be agreed upon from time to time by the parties hereto. This limitation on liability shall not be applicable to any other services listed on said Schedule
A.

Each Fund agrees to indemnify and hold the Accounting Agent and its directors, officers, employees and Delegates free and harmless from any expense, loss, cost, damage or claim, including reasonable attorney's fees and expenses (collectively, "LOSSES"), suffered by the Accounting Agent and caused by or resulting any claim, demand, action or suit (collectively, "CLAIMS") in connection with any action or omission by the Accounting Agent in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been communicated by Authorized Persons, or from the acts or omissions of such Fund or any authorized third-party whose services the Accounting Agent must rely upon in performing services hereunder, provided, however, that this indemnification shall not apply to actions or omissions of the Accounting Agent, its directors, officers, employees or Delegates in cases of its or their own negligence, bad faith or willful misconduct.

The indemnifications contained herein shall survive the termination of this Agreement.

Each Fund acknowledges and agrees that, with respect to investments it maintains with an entity which may from time to time act as a transfer agent for uncertificated shares of regulated investment companies (the "UNDERLYING TRANSFER AGENT"), such Underlying Transfer Agent is the sole source of information on the number of shares held by it on behalf of a Fund and that the Accounting Agent has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Accounting Agent in performing its duties under this Agreement.

SECTION 6. DISASTER RECOVERY AND BUSINESS CONTINUITY.

The Accounting Agent shall implement and maintain reasonable disaster recovery and business continuity procedures that are reasonably designed to recover data processing systems, data communications facilities, information, data and other business related functions of the Accounting Agent in a manner and time frame consistent with legal, regulatory and business requirements applicable to the Accounting Agent in its provision of Services hereunder. In the event of any disaster which causes a business interruption, the Accounting Agent shall act in good faith and take reasonable steps to minimize service interruptions.

SECTION 7. SERVICE LEVEL DOCUMENTS.

The Fund and the Accounting Agent may from time to time, in good faith, agree on certain performance measures by which the Accounting Agent is expected to provide the services contemplated by this Agreement ("SERVICE LEVEL DOCUMENTS"). The Service Level Documents are designed to provide metrics and other information which may be utilized by the parties to help measure performance. The parties agree Service Level Documents reflect performance measures as opposed to specific contractual obligations. Notwithstanding, the parties agree that (a) the Accounting Agent's inability to achieve such performance measures may give rise to grounds for termination pursuant to
Section 9 below; and (b) the Accounting Agent's performance and/or non-performance of the services, separate and apart from the performance measures in the Service Level Documents, may give rise to any remedies in tort or contract that the Fund may assert against Accounting Agent under the terms of this Agreement.

SECTION 8. COMPENSATION OF ACCOUNTING AGENT; EXPENSE REIMBURSEMENT.

The Accounting Agent shall be entitled to reasonable compensation for its services and reasonable expenses as Accounting Agent, as agreed upon from time to time between the Fund and the Accounting Agent. All expenses in excess of $500 must be pre-approved by the Fund in writing and such approval shall not be unreasonably withheld.

At no additional charge to the Fund, the Accounting Agent shall provide the office facilities, equipment, supplies, the personnel and other items determined by it to perform the services contemplated herein. Each Fund agrees promptly to reimburse the Accounting Agent for any equipment and supplies specially ordered in writing by or for such Fund through the Accounting Agent and for any other reasonable expenses not contemplated by this Agreement that the Accounting Agent may incur on a Fund's behalf at a Fund's request or with the Fund's consent. All such equipment, supplies and expenses must be pre-approved by the Fund in writing and such approval shall not be unreasonably withheld.

Each Fund will bear all expenses that are incurred in its operation and not assumed by the Accounting Agent. Expenses to be borne by the Funds, include, but are not limited to: the Fund's organizational expenses; cost of services of independent accountants and the Fund's outside legal and tax counsel (including such counsel's review of the Fund's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Accounting Agent under this Agreement); cost of any services contracted for by the Fund directly from parties other than the Accounting Agent; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Fund; investment advisory fees; taxes, insurance premiums applicable to the Fund's operation; costs incidental to any meetings of shareholders (excluding costs specifically assumed by the Accounting Agent) including, but not limited to, the Fund's legal and accounting fees, proxy filing fees and the costs of printing and mailing of any proxy materials; costs incidental to Board meetings (excluding costs specifically assumed by the Accounting Agent), including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or

employee of the Fund; costs of printing and distribution of the Fund's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of filing of the Fund's tax returns, Form N-1A or N-2, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the Fund's fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services that have been approved by the Fund used in computing the Portfolios' net asset values.

SECTION 9. TERM OF AGREEMENT; AMENDMENT.

a. This Agreement shall become effective on the date of its execution and shall remain in full force and effect for a period of three (3) years from the effective date (the "INITIAL TERM"), and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement by written notice to the other party at least ninety (90) days prior to the date of termination.

b. During the Initial Term and thereafter, the Accounting Agent may, at its discretion, terminate the Agreement for cause with respect to (1) one or more Portfolios; and/or (2) the Fund in its entirety by providing not less than 60 days prior written notice to the Fund upon occurrence of any of the following termination events:

(A) Fund has been convicted, pled guilty or pled no contest to criminal conduct in a criminal proceeding;

(B) Fund has been found to have violated federal or state law in an administrative or regulatory proceeding; provided such violation (1) involves unethical conduct; and (2) Accounting Agent reasonably believes that such violation would have a material adverse impact on Accounting Agent's ability to perform services under this Agreement:

(C) Fund has encountered financial difficulties which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other that said Title 11, of any jurisdiction relation to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors;

(D) Fund has been terminated for cause by the Accounting Agent pursuant to the terms of (1) any fund accounting or custody agreement between Accounting Agent or Fund, or (2) any fund accounting, custody or administrative agreement between Accounting Agent and Charles Schwab Investment Management, Inc. ("CSIM") or any other investment company other than the Fund advised by CSIM;

(E) CSIM has been terminated for cause by the Accounting Agent pursuant to the terms of any agreement between Accounting Agent and CSIM;

(F) Fund attempts to assign this Agreement in violation of Section 11.3 of this Agreement; and

(G) Fund has committed a material breach of this Agreement, and such breach has not been remedied by the Fund within sixty days written notice of such breach by Accounting Agent.

c. During the Initial Term and thereafter, Fund, at its discretion, may terminate this agreement for cause with respect to (1) one or more Portfolios, and/or (2) the Fund in its entirety by providing at least 60 days written notice to Accounting Agent upon the occurrence of any of the following termination events;

(A) Accounting Agent has been convicted, pled guilty or pled no contest to criminal conduct in any criminal proceeding in connection with the provision of fund administration, fund accounting and/or custody services to any client;

(B) Accounting Agent has been found to have violated federal or state law in any administrative or regulatory proceeding; provided such violation (1) involves unethical behavior and (2) relates to the provision of administrative services, fund accounting services and/or custody services to any client;

(C) Accounting Agent has encountered financial difficulties which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, pr any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors;

(D) Accounting Agent has been terminated by the Fund for cause pursuant to the terms of (1) any administration or custody agreement between Accounting Agent and Fund, or (2) any administration, custody or fund accounting agreement between Accounting Agent and CSIM or any investment company (other than Fund) advised by CSIM;

(E) Accounting Agent has been terminated by CSIM for cause pursuant to the terms of any sub-administrative agreement between Accounting Agent and or its affiliates and CSIM;

(F) Accounting Agent transfers fifty percent (50%) or more of any class of its voting securities; (2) transfers all, or substantially all, of its assets to a non-affiliate; or (3) attempts to assign this Agreement in violation of Section 11.3 of this Agreement; and

(G) In Fund's reasonable opinion, Accounting Agent has not achieved one or more of the performance measures set forth in any Service Level Document established pursuant to

pursuant to Section 7 of this Agreement, and a plan or revised plan has not been put into place in accordance with the following procedures: In the event that Fund reasonably believes that the Accounting Agent has not met one or more of the performance measures set forth in any Service Level Document during any calendar quarter or other period of measurement as may be set forth in any Service Level Document, the Fund may, in its discretion, submit a written deficiency notice to Accounting Agent outlining the performance deficiencies ("DEFICIENCY NOTICE"). Such Deficiency Notice must be provided to Accounting Agent within 20 days of the end of such quarter. After receipt of such notice, Accounting Agent shall present the Fund with a written plan to address the deficiencies set forth in the Deficiency Notice (the "PLAN"). Such Plan must be provided to Fund within 30 days after receipt of the Deficiency Notice. If Accounting Agent fails to submit a Plan within such 30 day period, Fund may terminate the Agreement upon 60 days written notice to the Accounting Agent. The Fund, in its discretion, may accept the Plan or reject the Plan ("REJECTION NOTICE"). Such Rejection Notice must be submitted to the Accounting Agent within 15 days after submission of the Plan. If Fund fails to provide a Rejection Notice within such 15 days period, it shall be presumed that Fund accepted the Plan. In the event, Fund submits a Rejection Notice, Accounting Agent shall submit a revised plan ("REVISED PLAN") to the Fund. Such Revised Plan must be provided to Fund within 30 days after provision of the Rejection Notice. If Accounting Agent fails to submit a Revised Plan within such 30 day period, Fund may terminate the Agreement upon 60 days written notice to Accounting Agent. The Fund, in its sole discretion, may accept the Revised Plan or reject the Revised Plan ("DENIAL NOTICE"). Any Denial Notice must be submitted to Accounting Agent within 15 days after provision of the Revised Plan. If Fund fails to provide a Denial Notice within such 15 day period, it shall be presumed that Fund accepted the Revised Plan. If Fund provides a Denial Notice to Accounting Agent, Fund may, in its sole discretion, terminate this Agreement upon 60 days written notice to Accounting Agent. Such termination notice must be submitted to Accounting Agent within 60 days after provision of the Denial Notice.

(H) Accounting Agent has committed a material breach of this Agreement and such breach has not been remedied by the Accounting Agent within sixty days written notice of such breach by Fund.

d. Termination of this Agreement with respect to any given Portfolio or Fund shall in no way affect the continued validity of this Agreement with respect to any other Portfolio or Fund.

e. Upon termination of this Agreement, the Fund shall pay to the Accounting Agent such compensation and any reimbursable expenses as may be due and undisputed under the terms hereof as of the date of such termination, including reasonable out-of-pocket expenses associated with such termination. All out-of-pocket expenses associated under the sub-paragraph for which the Accounting Agent seeks reimbursement must be pre-approved by this Fund in writing, such approval shall not be unreasonable withheld.

f. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

SECTION 10. SUCCESSOR ACCOUNTING AGENT.

If a successor accounting agent for any Fund shall be appointed by a Fund, the Accounting Agent shall upon termination deliver to such successor agent at the office of the Accounting Agent all properties of such Fund held by it hereunder. If no such successor agent shall be appointed, the Accounting Agent shall at its office upon receipt of Proper Instructions deliver such properties in accordance with such instructions.

SECTION 11. GENERAL.

SECTION 11.1 MASSACHUSETTS LAW TO APPLY. This Agreement shall be governed by, construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts excluding that body of law applicable to conflicts of law.

SECTION 11.2 PRIOR AGREEMENTS. This Agreement supersedes and terminates, as of the date hereof, all prior agreements between any Fund and the Accounting Agent relating to fund accounting and recordkeeping services regarding such Fund.

SECTION 11.3 ASSIGNMENT. No part or whole of this Agreement may be assigned by any party hereto without the prior consent in writing of (a) the Funds in the event of assignment by the Accounting Agent or (b) by the Accounting Agent in the event of assignment by any Fund, except that any party may, without such prior consent, assign to an entity controlling, controlled by or under common control with such party or to a successor of all of or a substantial portion of its business.

SECTION 11.4 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, the Accounting Agent and the Funds may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of a Fund's governing documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.

SECTION 11.5 ADDITIONAL FUNDS. In the event that any management investment company in addition to those listed on Appendix A hereto desires to have the Accounting Agent render services as accounting agent under the terms hereof, it shall so notify the Accounting Agent in writing, and if the Accounting Agent agrees in writing to provide such services, such management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof with respect to such Fund.

SECTION 11.6 ADDITIONAL PORTFOLIOS. In the event that any Fund establishes one or more series of Shares in addition to those set forth on Appendix A hereto with respect to which it desires to have the Accounting Agent render services as accounting agent under the terms hereof, it shall so notify the Accounting Agent in writing, and if the Accounting Agent agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

SECTION 11.7 REMOTE ACCESS SERVICES ADDENDUM. Each Fund and the Accounting Agent hereby agree to the terms of the Remote Access Services Addendum hereto.

SECTION 11.8 CONFIDENTIALITY.

a. Definition of term "Fund Confidential Information." The term "FUND CONFIDENTIAL INFORMATION" means any information that Fund discloses, whether in writing, electronically or orally, to Accounting Agent whether in tangible or intangible form which is identified as confidential at the time of disclosure or which by the circumstances of disclosure or nature of the information would be considered to be confidential. By way of example and not limitation, Fund Confidential Information includes: (i) any information concerning Fund's, its agents or licensors' technology, such as systems, source code, databases, hardware, software, programs, applications, engine protocols, routines, models, displays and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof; and (ii) any information concerning Fund's, its agents or licensors' financial or business plans or operations, such as research activities and plans, marketing or sales plans, pricing or pricing strategies, operational techniques, internal controls, compliance policies, methods of operation, security procedures, strategic plans, customer information, and unpublished financial information, including information concerning revenues, profits and profit margins. Accounting Agent agrees that Fund will have no obligation to specifically identify by any notice or other action any information to which the protection of this Agreement extends. Without limiting the foregoing, to the extent disclosed to the Accounting Agent, portfolio holdings information of the Fund shall be deemed to be Confidential Information of the Fund until such time as such portfolio holdings information shall made in a public filing by the Fund. The Accounting Agent shall not purchase or sell securities or other investments on the basis of confidential portfolio holdings information of the Fund provided to the Accounting Agent and shall take reasonable steps to prevent any employee or agent of Accounting Agent from purchasing or selling securities or other investments on the same basis.

b. Restrictions on Use. Without the prior written consent of Fund, Accounting Agent will not use any portion of Fund Confidential Information for any purpose other than for the services provided under this Agreement. Accounting Agent further agrees that:

(i) it will hold Fund Confidential Information of Fund in the strictest confidence;

(ii) it will exercise the same care with respect to Fund Confidential Information as it exercises with respect to its own proprietary and confidential information;

(iii) it will not, without Fund's prior written consent, copy or disclose to any third party any portion thereof;

(iv) it will notify immediately Fund of any unauthorized disclosure or use unless in and ownership of Fund Confidential Information resulting from such unauthorized disclosure or use by or through Accounting Agent; and

(v) it will restrict dissemination of Fund Confidential Information to only those persons within or related to its organization who are involved in the delivery services provided under this Agreement, to Accounting Agent's regulatory authorities as required to comply with such regulatory authorities' request or order, and to Accounting Agent's examiners, auditors, directors and legal counsel to the extent Accounting Agent believes the same is reasonably required provided that Accounting Agent makes reasonable effort to notify such parties as to the confidential nature of the Fund Confidential Information.

c. Exceptions. The foregoing shall not prohibit or limit Accounting Agent's use, disclosure, reproduction or dissemination of Fund Confidential Information which:

(i) is or becomes public domain information or material through no fault or breach on the part of Accounting Agent;

(ii) as demonstrated by the written records of Accounting Agent or otherwise, was already lawfully known (without restriction on disclosure) to Accounting Agent prior to the information being disclosed to Accounting Agent by Fund or any representative of Fund;

(iii) has been or is hereafter rightfully furnished to Accounting Agent without restriction on disclosure by the Fund or a third person lawfully in possession thereof;

(iv) has been independently developed, by or for Accounting Agent, without reference to Fund Confidential Information;

(v) is requested or required to be disclosed pursuant to any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, where required by law, regulation, rule or self-regulatory organization rule, provided that, unless prohibited from doing so in such circumstance, the Accounting Agent notifies Fund as promptly as possible so that Fund may to have a reasonable opportunity to obtain a protective order or other form of protection against disclosure. Notwithstanding any such disclosure by Accounting Agent, such disclosure will not otherwise affect Accounting Agent's obligations hereunder with respect to Fund Confidential Information so disclosed which is retained by Accounting Agent; or

(vi) is disclosed by the Accounting Agent with the prior written consent of the applicable Fund to disclose, which consent shall not be unreasonably withheld.

Any Fund Confidential Information in the possession of Accounting Agent that has been disclosed to it by Fund or any representative of Fund that is not within any of the exceptions above shall be considered confidential unless the Accounting Agent may demonstrate otherwise by records, documentation or other reasonable means.

d. Equitable Relief. Accounting Agent agrees and acknowledges that any breach of this Section 11.8 may cause Fund irreparable harm for which monetary damages would be inadequate. Accordingly, Fund will be entitled to seek injunctive or other equitable relief to remedy any threatened or actual breach of this Section 11.8 by Accounting Agent, as well as monetary damages.

e. No Publicity. No party hereto will announce or disclose the existence of this Agreement, or its contents to any third party without the prior written consent of the other or except as may be required by law, in which case the party required to make such a disclosure will give the other party the maximum feasible prior notice of such disclosure.

To any Fund:                  [Name of Fund]
                              101 Montgomery Street
                              San Francisco, California 94109
                              Attention: Jana D. Thompson, President
                              Telephone: 415-667-3927
                              Telecopy: 415-667-3484

To the Accounting Agent:      STATE STREET BANK AND TRUST COMPANY
                              1776 Heritage Drive
                              North Quincy, Massachusetts 02171
                              Attention: James M. Keenan, Vice President
                              Telephone: 617-985-9422
                              Telecopy: 617-985-7575

Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy

on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.

SECTION 11.10 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same agreement.

SECTION 11.11 SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

SECTION 11.12 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE

IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the date first above-written.

SIGNATURE ATTESTED TO BY:                 EACH REGULATED MANAGEMENT INVESTMENT
                                          COMPANY SET FORTH ON APPENDIX A HERETO

/s/ Alison E Bauer                        BY: /s/ Daniel Kern
--------------------------------------       -----------------------------------
Name: Alison E Bauer                         Daniel Kern, Treasurer and CFO
Title: Chief Legal Officer

SIGNATURE ATTESTED TO BY:                 STATE STREET BANK AND TRUST COMPANY

/s/ Stephanie L. Poster                   BY: /s/ Joseph L. Hooley
--------------------------------------       -----------------------------------
Stephanie L. Poster, Vice President          Joseph L. Hooley, Executive Vice
                                             President

APPENDIX A
TO
MASTER ACCOUNTING SERVICES AGREEMENT

MANAGEMENT INVESTMENT COMPANIES AND PORTFOLIOS THEREOF, IF ANY

LAUDUS TRUST

Laudus Rosenberg Global Long/Short Equity Fund Laudus Rosenberg International Equity Fund Laudus Rosenberg International Small Capitalization Fund Laudus Rosenberg U.S. Discovery Fund Laudus Rosenberg U.S. Large Capitalization Fund Laudus Rosenberg U.S. Large Capitalization Growth Fund Laudus Rosenberg U.S. Large Capitalization Value Fund Laudus Rosenberg U.S. Large/Mid Capitalization Long/Short Equity Fund Laudus Rosenberg U.S. Long/Short Equity Fund Laudus Rosenberg U.S. Small Capitalization Fund Laudus Rosenberg Value Long/Short Equity Fund

LAUDUS VARIABLE INSURANCE TRUST

Laudus Rosenberg VIT Value Long/Short Equity Fund

SCHEDULE A
TO
MASTER FUND ACCOUNTING AND SERVICES AGREEMENT

LIST OF SERVICES

a. Record general ledger entries;

b. Calculate daily expenses;

c. Calculate daily income;

d. Reconcile daily activity to the trial balance;

e. Calculate net asset value;

f. Prepare account balances;

g. Verify the underlying fund net asset values and reconcile the positions with the Portfolio's recordkeeping agent for any Fund-of Funds;

h. Maintain historical tax lots for each asset;

i. Record investment purchases and sales;

j. Monitor the activities of the Custodian, including, but not limited to, the daily reconciliation of cash and investment positions;

k. Record the capital share activities and reconcile such activities daily with the Transfer Agent;

l. Assist in reporting the cash balances available for investment for each of the next five business days;

m. Assist in monitoring daily collateral asset segregation for futures and other financial instruments;

n. Assist in preparing for review and approval by officers of the Trust the Investment Funds' financial information contained within the Trust's semi-annual and annual shareholder reports, Form N-Q reports and other quarterly reports (as mutually agreed upon), including tax footnote disclosures where applicable;

o. Assist in the preparation of annual fund expense budgets, perform accrual analyses and rollforward calculations and recommend changes to fund expense accruals on a periodic basis, arrange for payment of the Trust's expenses, review calculations of fees paid to the

Trust's investment adviser, custodian, fund accountant, distributor and transfer agent, and obtain authorization of accrual changes and expense payments;

p. Prepare SEC-yield, portfolio turnover rate and average weighted maturity for money market funds, calculated in accordance with applicable U.S. securities laws and regulations and as may be reasonably requested by fund management;

q. Prepare and furnish total return performance information, including such information on an after-tax basis, calculated in accordance with applicable U.S. securities laws and regulations, as may be reasonably requested by fund management;

r. In conjunction with the Trust's Principal Financial Officer, assist in preparing for and coordinating the Trust's annual audit of its financial statements;

s. Assist in the calculation of (pre-declaration) periodic income distributions and annual minimum distributions;

t. Assist in preparing and disseminating vendor survey information;

u. Assist in maintaining certain books and records of the Trust as required under Rule 31a-1(b) of the 1940 Act, as may be mutually agreed upon;

v. Assist in developing guidelines and procedures to improve overall compliance by the Trust;

w. Consult with the Trust's officers, independent accountants, legal counsel, custodian, fund accountant, distributor, and transfer agent in establishing the accounting policies of the Trust;

x. Assist the Trust in the handling of routine regulatory examinations and work with the Trust's legal counsel in response to any non-routine regulatory matters;

y. Assist in computing tax basis provisions for both excise and income tax purposes;

z. Coordinate Forms 1042/1042S with the Trust's transfer agent; and

aa. Provide periodic certifications and reasonable documentation to the Chief Compliance Officer of the Trust in connection with Rule 38a-1 of the 1940 Act.

INFORMATION REQUIRED TO BE SUPPLIED       RESPONSIBLE PARTY
-----------------------------------       -----------------
Portfolio Trade Authorizations            Investment Adviser
Currency Transactions                     Investment Adviser
Cash Transaction Report                   Custodian
Portfolio Prices                          Third Party Vendors/Investment Adviser
Exchange Rates                            Third Party Vendors/Investment Adviser
Capital Stock Activity Report             Transfer Agent
Dividend/Distribution Schedule            Investment Adviser
Dividend/Distribution Declaration         Investment Adviser
Dividend Reconciliation/Confirmation      Transfer Agent
Corporate Actions                         Custodian
Service Provider Fee Schedules            Investment Adviser
Expense Budget                            Investment Adviser/Administrator
Amortization Policy                       Investment Adviser
Accounting Policy/Complex Investments     Investment Adviser
Audit Management Letter                   Auditor
Annual Shareholder Letter                 Investment Adviser
Annual/Semi-Annual Reports                Investment Adviser/Administrator

REMOTE ACCESS SERVICES ADDENDUM
TO
MASTER FUND ACCOUNTING AND SERVICES AGREEMENT

ADDENDUM to that certain Master Fund Accounting and Services Agreement dated as of October 1, 2005 (the "Accounting Agreement") by and among each management investment company identified on Appendix A thereto and made subject thereto pursuant to Section 11.5 thereof (each, a "Customer") and State Street Bank and Trust Company, including its subsidiaries and affiliates ("State Street").

State Street has developed and utilizes proprietary accounting and other systems in conjunction with the services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the "Remote Access Services").

The Services

State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized by State Street ("Authorized Designees") with access to In-Sight(SM) as described in Exhibit A or such other systems as may be offered from time to time (the "System") on a remote basis.

Security Procedures

The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street.

Fees

Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.

Proprietary Information/Injunctive Relief

The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and

other proprietary rights of State Street related thereto are the exclusive, valuable and confidential property of State Street and its relevant licensors (the "Proprietary Information"). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.

The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street's databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street's customer.

The Customer agrees that neither it nor its Authorized Designees will modify the System in any way; enhance or otherwise create derivative works based upon the System, nor will your or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.

The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.

Limited Warranties

State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to, the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided "AS IS", and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. Except with respect to its obligations with respect to infringement hereunder, State Street will not be liable to the Customer or its Authorized Designees for any direct damages arising out of or in any way connected with the System or the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services. Neither party shall be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party's control.

State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and December 31, 2099, and if any changes are required, State Street will make the changes to its

products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems.

EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Infringement

State Street will defend the Customer or, at our option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any patent or copyright or misappropriation of a trade secret, and will hold the Customer harmless from any direct damages incurred by the Customer and resulting from any such action relating to proprietary intellectual property of State Street, provided that, in any such event, the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street's opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation. The foregoing shall be the Customer's sole remedy for any intellectual property infringement claim relating to the System or the Remote Access Services.

Termination

Either party to the Accounting Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of the Accounting Agreement. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.

Miscellaneous

This Addendum and the exhibit hereto constitute the entire understanding of the parties to the Accounting Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.

By its execution of the Accounting Agreement, the Customer (a) confirms to State Street that it informs all Authorized Designees of the terms of this Addendum;
(b) accepts responsibility for its and its

Authorized Designees' compliance with the terms of this Addendum; and (c) indemnifies and holds State Street harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of its Authorized Designees to abide by the terms of this Addendum.

Exhibit - 23(i)

1701 Market Street Morgan, Lewis Philadelphia, PA 19103-2921 & Bockius LLP
215.963.5000 Counselors at Law Fax: 215.963.5001

April 14, 2006

Laudus Trust
P. O. Box 8032
Boston, Massachusetts 02266

Re: Opinion of Counsel regarding Post-Effective Amendment No. 56 to the Registration Statement filed on Form N-1A under the Securities Act of 1933 (File No. 33-021677).

Ladies and Gentlemen:

We have acted as counsel to Laudus Trust, a Massachusetts business trust (the "Trust"), in connection with the above-referenced Registration Statement (as amended, the "Registration Statement"), which relates to the Trust's units of beneficial interest, without par value (collectively, the "Shares"). This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 56 to the Registration Statement (the "Amendment") to be filed with the Securities and Exchange Commission pursuant to Rule 485(b) of the Securities Act of 1933 (the "1933 Act"). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have reviewed, among other things, executed copies of the following documents:

(a) a certificate of the Commonwealth of Massachusetts as to the existence of the Trust, which is duly authorized and validly existing under the laws of the Commonwealth of Massachusetts;

(b) the Agreement and Declaration of Trust for the Trust and all amendments and supplements thereto (the "Declaration of Trust");

(c) a certificate executed by Alice L. Schulman, Clerk of the Trust, certifying as to, and attaching copies of, the Trust's Declaration of Trust and By-Laws (the "By-Laws"), and certain resolutions adopted by the Board of Trustees of the Trust authorizing the issuance of the Shares; and

(d) a printer's proof of the Amendment.

In our capacity as counsel to the Trust, we have examined the originals, or certified, conformed or reproduced copies of all records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of all original or certified copies, and the conformity to original or certified copies of all copies submitted to us as conformed or reproduced copies. As to various questions of fact relevant to such opinion, we have relied upon, and assume the accuracy of, certificates and oral or written statements of public officials and officers and representatives of the Trust. We have assumed that the Amendment, as filed with the Securities and Exchange Commission, will be in substantially the form of the printer's proof referred to in paragraph (d) above.

Based upon, and subject to, the limitations set forth herein, we are of the opinion that the Shares, when issued and sold in accordance with the Declaration of Trust and By-Laws, and for the consideration described in the Registration Statement, will be legally issued, fully paid and non-assessable under the laws of the Commonwealth of Massachusetts.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the 1933 Act.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP
----------------------------------------

Exhibit - 23(n)(3)

ALPS DISTRIBUTORS, INC.
(THE "COMPANY" OR "UNDERWRITER")

CODE OF ETHICS

I. Purpose of the Code of Ethics

This code is based on the principle that, you as an access person of the Company, will conduct your personal investment activities in accordance with:

- the duty at all times to place the interests of each Investment Company's shareholders first;

- the requirement that all personal securities transactions be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility; and

- the fundamental standard that Company personnel should not take inappropriate advantage of their positions.

In view of the foregoing, the Company has adopted this Code of Ethics (the "Code") to specify a code of conduct for certain types of personal securities transactions which may involve conflicts of interest or an appearance of impropriety and to establish reporting requirements and enforcement procedures.

II. Legal Requirement

Pursuant to Rule 17j-1(b) of the Investment Company Act of 1940 (the "Act"), it is unlawful for the Company, or any Affiliated Person to:

- employ any device, scheme or artifice to defraud the Investment Company;

- make any untrue statement of a material fact or fail to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading to the Investment Company;

- engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Investment Company; or

- engage in any manipulative practice with respect to any investment portfolios in the Trust of the Investment Company,

in connection with the purchase or sale (directly or indirectly) the Company, or Affiliated Person, of a security "held or to be acquired" by an Investment Company.

III. Definitions - All definitions shall have the same meaning as explained in
Section 2(a) of the Act and are summarized below.

ACCESS PERSON means any director, officer or general partner of the principal underwriter who, if also serving as an officer of a Fund for which ADI is also principal underwriter, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by a Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Covered Securities.

AUTOMATIC INVESTMENT PLAN means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

BENEFICIAL OWNERSHIP shall have the same meaning as that set forth in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934.

CONTROL shall have the same meaning as that set forth in Section 2(a)(9) of the Act.

COVERED SECURITY - shall have the meaning set forth in Section 2(a)(36) of the Act except that it does not include an exempt security.

EXEMPT SECURITY - shall include securities issued by the United States Government, short-term debt securities which are "government securities" within the meaning of Section 2(a)(16) of the Act, bankers' acceptances, bank certificates of deposit or commercial paper, shares of registered open-end investment companies (other than open-end exchange traded funds), and high quality short-term debt instruments, including repurchase agreements.

EXCHANGE TRADED FUND - an open-end registered investment company that is not a unit investment trust, and that operates pursuant to an order from the SEC exempting it from certain provisions of the Investment Company Act permitting it to issue securities that trade on the secondary market. Examples of open-end exchange-traded funds include, but are not limited to: SPDRS; iShares; PowerShares; etc.

INVESTMENT COMPANY - A company registered as such under the Investment Company Act of 1940 and for which the Underwriter is the principal underwriter.

INVESTMENT PERSONNEL - (a) employees of the Investment Company, its investment adviser, and/or the Underwriter who participate in making investment recommendations to the Investment Company; and (b) persons in a control relationship with the Investment Company or adviser who obtain information about investment recommendations made to the Investment Company.

SECURITY BEING CONSIDERED FOR PURCHASE OR SALE - when a recommendation to purchase or sell a

security has been made or communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

SECURITY HELD OR TO BE ACQUIRED means: (1) any Covered Security which, within the most recent 15 days: (a) is or has been held by the Investment Company; or
(b) is being or has been considered by the Investment Company or its investment advisor for purchase by the Investment Company; and (2) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security that is held or to be acquired by the Investment Company.

UNDERWRITER - means ALPS Distributors, Inc.

IV. Policies of the Company Regarding Personal Securities Transactions

General

No Access Person of the Company shall engage in any act, practice or course of business that would violate the provisions of Rule 17j-1 as set forth above, or in connection with any personal investment activity, engage in conduct inconsistent with this Code.

Specific Policies

No Access Person shall purchase or sell, directly or indirectly, any security in which he/she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which he/she knows or should have known at the time of such purchase or sale:

- is being considered for purchase or sale by an Investment Company; or

- is being purchased or sold by an Investment Company.

Pre-approval of Investments in IPOs and Limited Offerings

Investment Personnel must obtain approval from the Investment Company or the Investment Company's investment adviser before directly or indirectly acquiring beneficial ownership in any securities in an initial public offering or in a private placement or other limited offering.

V. Reporting Procedures

The Compliance Officer of the Company shall notify each person (annually in January of each year), considered to be an Access Person of the Company that he/she is subject to the reporting requirements detailed in Sections (a), (b) and (c) below and shall deliver a copy of this Code to such Access Person.

In order to provide the Company with information to enable it to determine with reasonable assurance whether the provisions of this Code are being observed, every Access

Person of the Company must report to the Company the following:

a) Initial Holdings Reports. Every Access Person must report on the Holdings Report, attached hereto, no later than 10 days after becoming an Access Person, the following information:

- The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

- The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

- The date that the report is submitted by the Access Person.

This information must be current as of a date no more than 45 days prior to the date the person becomes an access person.

b) Quarterly Transaction Reports. Every Access Person must report on the Transaction Report, attached hereto, no later than 30 days after the end of a calendar quarter, the following information with respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:

- The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares, and the principal amount of each Covered Security involved;

- The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

- The price of the Covered Security at which the transaction was effected;

- The name of the broker, dealer or bank with or through whom the transaction was effected; and

- The date that the report is submitted by the Access Person.

Furthermore, an Access Person need not make a quarterly transaction report under section V.b. of this Code of Ethics with respect to transactions effected pursuant to an Automatic Investment Plan.

With respect to any account established by the Access Person in which ANY SECURITIES were held during the quarter for the direct or indirect benefit of the Access Person, each Access Person must report to the Compliance Officer of the Company, no later than 30 days after the end

of a calendar quarter the following information:

- The name of the broker, dealer or bank with whom the Access Person established the account;

- The date the account was established; and

- The date that the report is submitted by the Access Person.

c) Annual Holdings Reports. Every Access Person must report on the Holdings Report, attached hereto, annually, the following information (which information must be current as of a date no more than 45 days before the report is submitted):

- The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

- The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

- The date that the report is submitted by the Access Person.

VI. Review of Reports

The Compliance Officer of the Company shall be responsible for reviewing the reports received, maintaining a record of the names of the persons responsible for reviewing these reports, and as appropriate, comparing the reports with this Code, and reporting to the Company's senior management:

- any transaction that appears to evidence a possible violation of this Code; and

- apparent violations of the reporting requirements stated herein.

Senior management shall review the reports made to them hereunder and shall determine whether the policies established in Sections IV and V of this Code have been violated, and what sanctions, if any, should be imposed on the violator. Sanctions include but are not limited to a letter of censure, suspension or termination of the employment of the violator or termination of the violator's license with the Underwriter, or the unwinding of the transaction and the disgorgement of any profits.

Senior management and the board of directors of the Company shall review the operation of this Code at least annually. All material violations of this Code and any sanctions imposed with respect thereto shall periodically be reported to the board of trustees of the Investment Company with respect to the securities being considered for purchase or sale by, or held or to be acquired by, that Investment Company.

VII. Certification

Each Access Person will be required to certify annually that he/she has read and understood the provisions of this Code and will abide by it. Each Access Person will further certify that he/she has disclosed or reported all personal securities transactions required to be reported under the Code. A form of such certification is attached hereto.

Before the Board of Trustees of an Investment Company may approve the code of ethics, the Company must certify to the Board that it has adopted procedures reasonably necessary to prevent Access Persons from violating its Code of Ethics. Such certification shall be submitted to the Board of Trustees at least annually.

Sources:

Section 17j-1 (as amended) of the Investment Company Act of 1940 (the "Act");

Section 16 (as amended) of the Securities Exchange Act of 1934 (the "Exchange Act");

The "Report of the Advisory Group on Personal Investing" issued by the Investment Company Institute on May 9, 1994; and,

dated:     May, 1994
revised:   December 31, 2004
revised:   February 3, 2006 (effective March 31, 2006)

Exhibit - 23(o)(4)

LAUDUS TRUST
LAUDUS VARIABLE INSURANCE TRUST

POWER OF ATTORNEY

I, the undersigned trustee and/or officer of Laudus Trust and Laudus Variable Insurance Trust (each a "Trust" and collectively the "Trusts"), and each a Massachusetts business trust, do hereby constitute and appoint Alison Baur, Alice Schulman, Thomas Harman, Jennifer M. Leach, and Timothy W. Levin, and each of them singly, my true and lawful attorneys, with full power to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.

      WITNESS my hand on the date set forth below.

/s/ DANIEL KERN                                            Date:  April 12, 2006
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Daniel Kern
Treasurer and Chief Financial Officer