485BPOS

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2009

REGISTRATION NO. 333-157600

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

o  Pre-Effective Amendment No.
þ  Post-Effective Amendment No. 1

LAUDUS TRUST

(Exact Name of Registrant as Specified in Charter)

211 Main Street
San Francisco, CA 94105
(Address of Principal Executive Offices) (Zip code)

800.648.5300
(Registrant’s Telephone Number, including Area Code)

Copies of communications to:

Timothy W. Levin, Esq.	John Loder, Esq.	Koji Felton, Esq.
Morgan Lewis & Bockius LLP	Ropes & Gray LLP	Charles Schwab Investment
1701 Market Street	One International Place	Management, Inc.
Philadelphia, PA 19103	Boston, MA 02110-2624	211 Main Street
		San Francisco, CA 94105

     No filing fee is due because the Registrant has previously registered an indefinite number of shares under the Securities Act of 1933 pursuant to Section 24(f) under the Investment Company Act of 1940.

     It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (b) of Rule 485.

     This Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 of Laudus Trust (File No. 333-157600) is being made for the purpose of adding the final tax opinion as Exhibit (12) to Part C of the Registration Statement. No information contained in Parts A or B of the Registration Statement, which are incorporated herein by reference in their entirety, is amended, deleted or superseded hereby.

TABLE OF CONTENTS

PART C
	Item 15 Indemnification
	Item 16 Exhibits
	Item 17 Undertakings
SIGNATURES
Exhibit Index
EX-99.(12)

PART C

OTHER INFORMATION

Item 15 Indemnification

     Article VIII of the Registrant’s Third Amended and Restated Agreement and Declaration of Trust reads as follows (referring to the Registrant as the “Trust”):

ARTICLE VIII

Indemnification

     SECTION 1. TRUSTEES, OFFICERS, ETC. The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article, provided, however, that either (a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Trust shall be insured against losses arising from any such advance payments or (c) either a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial type inquiry) that there is reason to believe that such Covered Person will be found entitled to indemnification under this Article.

     SECTION 2. COMPROMISE PAYMENT. As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication by a court, or by any other body before which the proceeding was brought, that such Covered Person is liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, indemnification shall be provided if (a) approved, after notice that it involves such indemnification, by at least a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter) upon a determination, based upon a review of readily available facts (as opposed to a full trial type inquiry) that such Covered Person is not liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, or (b) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts (as opposed to a full trial type inquiry) to the effect that such indemnification would not protect such Person against any liability to the Trust to which he would otherwise be subject by

reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Any approval pursuant to this Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction to have been liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.

     SECTION 3. INDEMNIFICATION NOT EXCLUSIVE. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which such Covered Person may be entitled. As used in this Article VIII, the term “Covered Person” shall include such person’s heirs, executors and administrators and a “disinterested Trustee” is a Trustee who is not an “interested person” of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, (or who has been exempted from being an “interested person” by any rule, regulation or order of the Commission) and against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this Article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees or officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person; provided, however, that the Trust shall not purchase or maintain any such liability insurance in contravention of applicable law, including without limitation the 1940 Act.

     SECTION 4. SHAREHOLDERS. In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such liability, but only out of the assets of the particular series of Shares of which he or she is or was a Shareholder.”

Item 16 Exhibits

(1)	Articles of Incorporation	Third Amended and Restated Agreement and Declaration of Trust of the Registrant — incorporated herein by reference to Exhibit (a)(14) of Post-Effective Amendment No. 60 to the Registration Statement on Form N-1A electronically filed with the SEC on October 23, 2007 (referred to herein as “PEA No. 60”);
(2)	By-Laws	Amended and Restated By-Laws of the Registrant — incorporated herein by reference to Exhibit (b)(2) of Post-Effective Amendment No. 61 to the Registration Statement on Form N-1A electronically filed with the SEC on December 17, 2007;
(3)	Voting Trust Agreements	Not Applicable;
(4)	Reorganization Agreement	Form of Agreement and Plan of Reorganization — incorporated herein by reference to Appendix A to Part A of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-14 (File No. 333-157600) electronically filed with the SEC on March 27, 2009;
(5)	Instruments Defining rights of Security Holders	Reference is made to Article 5 of the Third Amended and Restated Agreement and Declaration of Trust of the Registrant;

(6)(a)(1)	Investment Advisory Contracts	Management Contract between the Registrant on behalf of its Laudus Rosenberg U.S. Small Capitalization Fund and Charles Schwab Investment Management, Inc. — incorporated herein by reference to Exhibit (d)(1) of Post-Effective Amendment No. 46 to the Registration Statement on Form N-1A electronically filed with the SEC on March 12, 2004 (referred to herein as “PEA No. 46”);
(6)(a)(2)		Management Contract between the Registrant on behalf of its Laudus Rosenberg International Small Capitalization Fund and Charles Schwab Investment Management, Inc. — incorporated herein by reference to Exhibit (d)(2) of PEA No. 46;
(6)(a)(3)		Management Contract between the Registrant on behalf of its Laudus Rosenberg Long/Short Equity Fund and Charles Schwab Investment Management, Inc. — incorporated herein by reference to Exhibit (d)(3) PEA No. 46;
(6)(a)(4)		Management Contract between the Registrant on behalf of its Laudus Rosenberg International Equity Fund and Charles Schwab Investment Management, Inc. — incorporated herein by reference to Exhibit (d)(6) of PEA No. 46;
(6)(a)(5)		Management Contract between the Registrant on behalf of its Laudus Rosenberg U. S. Discovery Fund and Charles Schwab Investment Management, Inc. — incorporated herein by reference to Exhibit (d)(8) of PEA No. 46;
(6)(a)(6)		Management Contract between the Registrant on behalf of its Laudus Rosenberg U.S. Large Capitalization Fund and Charles Schwab Investment Management, Inc. — incorporated herein by reference to Exhibit (d)(10) of PEA No. 46;
(6)(a)(7)		Management Contract between the Registrant on behalf of its Laudus Rosenberg U.S. Large Capitalization Value Fund and Charles Schwab Investment Management, Inc. — incorporated herein by reference to Exhibit (d)(11) of Post-Effective Amendment No. 56 to the Registration Statement on Form N-1A electronically filed with the SEC on April 14, 2006 (referred to herein as “PEA No. 56”);
(6)(a)(8)		Management Contract between the Registrant on behalf of its Laudus Rosenberg International Discovery Fund and Charles Schwab Investment Management, Inc. — incorporated herein by reference to Exhibit (d)(12) of Post-Effective Amendment No. 57 to the Registration Statement on Form N-1A electronically filed with the SEC on July 28, 2006 (referred to herein as “PEA No. 57”);
(6)(a)(9)		Management Contract between the Registrant on behalf of its Laudus Mondrian Emerging Markets Fund and Charles Schwab Investment Management, Inc. — incorporated herein by reference to Exhibit (d)(27) of PEA No. 60;

(6)(a)(10)	Management Contract between the Registrant on behalf of its Laudus Mondrian International Fixed Income Fund and Charles Schwab Investment Management, Inc. — incorporated herein by reference to Exhibit (d)(27) of PEA No. 60;
(6)(a)(11)	Management Contract between the Registrant on behalf of its Laudus Mondrian International Equity Fund and Charles Schwab Investment Management, Inc. — incorporated herein by reference to Exhibit (d)(12) of Post-Effective Amendment No. 65 to the Registration Statement on Form N-1A electronically filed with the SEC on July 30, 2008 (referred to herein as “PEA No. 65”);
(6)(a)(12)	Management Contract between the Registrant on behalf of its Laudus Mondrian Global Equity Fund and Charles Schwab Investment Management, Inc. — incorporated herein by reference to Exhibit (d)(13) of PEA No. 65;
(6)(a)(13)	Form of Management Contract between the Registrant on behalf of its Laudus Growth Investors U.S. Large Cap Growth Fund and Charles Schwab Investment Management, Inc. — incorporated herein by reference to Exhibit (d)(13) of Post-Effective Amendment No. 67 to the Registration Statement on Form N-1A electronically filed with the SEC on May 21, 2009 (referred to herein as “PEA No. 67”);
(6)(b)(1)	Subadviser Agreement among the Registrant on behalf of its Laudus Rosenberg U.S. Small Capitalization Fund, Charles Schwab Investment Management, Inc. and AXA Rosenberg Investment Management LLC — incorporated herein by reference to Exhibit (d)(12) of PEA No. 46;
(6)(b)(2)	Subadviser Agreement among the Registrant on behalf of its Laudus Rosenberg International Small Capitalization Fund, Charles Schwab Investment Management, Inc. and AXA Rosenberg Investment Management LLC — incorporated herein by reference to Exhibit (d)(13) of PEA No. 46;
(6)(b)(3)	Subadviser Agreement among the Registrant on behalf of its Laudus Rosenberg Value Long/Short Equity Fund, Charles Schwab Investment Management, Inc. and AXA Rosenberg Investment Management LLC — incorporated herein by reference to Exhibit (d)(14) of PEA No. 46;
(6)(b)(4)	Subadviser Agreement among the Registrant on behalf of its Laudus Rosenberg International Equity Fund, Charles Schwab Investment Management, Inc. and AXA Rosenberg Investment Management LLC — incorporated herein by reference to Exhibit (d)(17) of PEA No. 46;
(6)(b)(5)	Subadviser Agreement among the Registrant on behalf of its Laudus Rosenberg U. S. Discovery Fund, Charles Schwab Investment Management, Inc. and AXA Rosenberg Investment Management LLC — incorporated herein by reference to Exhibit (d)(19) of PEA No. 46;

(6)(b)(6)		Subadviser Agreement among the Registrant on behalf of its Laudus Rosenberg U.S. Large Capitalization Fund, Charles Schwab Investment Management, Inc. and AXA Rosenberg Investment Management LLC — incorporated herein by reference to Exhibit (d)(21) of PEA No. 46;
(6)(b)(7)		Subadviser Agreement among the Registrant on behalf of its Laudus Rosenberg U.S. Large Capitalization Value Fund, Charles Schwab Investment Management, Inc. and AXA Rosenberg Investment Management LLC — incorporated herein by reference to Exhibit (d)(22) of Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A electronically filed with the SEC on December 22, 2005;
(6)(b)(8)		Subadviser Agreement among the Registrant on behalf of its Laudus Rosenberg International Discovery Fund, Charles Schwab Investment Management, Inc., and AXA Rosenberg Investment Management LLC — incorporated herein by reference to Exhibit (d)(24) of PEA No. 57;
(6)(b)(9)		Subadviser Agreement among the Registrant on behalf of its Laudus Mondrian Emerging Markets Fund and Laudus Mondrian International Fixed Income Fund, Charles Schwab Investment Management, Inc., and Mondrian Investment Partners Limited — incorporated herein by reference to Exhibit (d)(27) of PEA No. 60;
(6)(b)(10)		Subadviser Agreement among the Registrant on behalf of its Laudus Mondrian International Equity Fund and Laudus Mondrian Global Equity Fund, Charles Schwab Investment Management, Inc., and Mondrian Investment Partners Limited — incorporated herein by reference to Exhibit (d)(22) of PEA No. 65;
(6)(b)(11)		Subadviser Agreement between Charles Schwab Investment Management, Inc. and UBS Global Asset Management (Americas) Inc. with regard to Laudus Growth Investors U.S. Large Cap Growth Fund — incorporated herein by reference to Exhibit (d)(24) of PEA No. 67;
(7)(a)(1)	Underwriting Contracts	Distribution Agreement by and among the Registrant, Laudus Institutional Trust, Charles Schwab Investment Management, Inc. and ALPS Distributors, Inc., — incorporated herein by reference to Exhibit (e) of PEA No. 56;
(7)(a)(2)		Amendment to the Distribution Agreement — incorporated herein by reference to Exhibit (e)(2) of PEA No. 65;
(8)	Bonus or Profit Sharing Contracts	Amended and Restated Laudus Funds Retirement Plan for Trustees —incorporated herein by reference to Exhibit (f)(1) of PEA No. 65;
(9)(a)(1)	Custodian Agreements	Amended and Restated Master Custodian Agreement by and between the Registrant and State Street Bank and Trust Company — incorporated herein by reference to Exhibit (g) of PEA No. 56;

(9)(a)(2)		Amendment to the Amended and Restated Master Custodian Agreement — incorporated herein by reference to Exhibit (g)(2) of PEA No. 65;
(9)(b)(1)		Custody Agreement between the Registrant and Custodial Trust Company — incorporated herein by reference to Exhibit (g)(1) of Post-Effective Amendment No. 45 to the Registration Statement on Form N-1A electronically filed with the SEC on July 31, 2003 (referred to herein as “PEA No. 45”);
(9)(b)(2)		Schedule of remuneration to Custody Agreement between the Registrant and Custodial Trust Company — incorporated herein by reference to Exhibit (g)(4) of PEA No. 45;
(9)(b)(3)		Assignment of Custody Accounts from Custodial Trust Company to JP Morgan Chase Bank — incorporated herein by reference to Exhibit (g)(5) of Post-Effective Amendment No. 68 to the Registration Statement on Form N-1A electronically filed with the SEC on July 29, 2009;
(10)(a)	Rule 12b-1 Plan	Amended and Restated Distribution and Shareholder Service Plan for Investor Shares — incorporated herein by reference to Exhibit (m) of Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A electronically filed with the SEC on May 28, 1999;
(10)(b)	Multiple-Class Plan	Further Amended and Restated Multi-Class Plan — incorporated herein by reference to Exhibit (n) of PEA No. 65;
(11)	Legal Opinion	Opinion and Consent of Morgan, Lewis & Bockius LLP regarding the validity of the shares to be issued by the Registrant — incorporated herein by reference to Exhibit (11) of the Registration Statement on Form N-14 (File No. 333-157600) electronically filed with the SEC on February 27, 2009;
(12)	Tax Opinion	Opinion and Consent of Morgan, Lewis & Bockius LLP regarding certain tax matters — filed herewith;
(13)(a)(1)	Other Material Contracts	Administration Agreement by and between State Street Bank and Trust Company and the Registrant — incorporated herein by reference to Exhibit (h)(3) of PEA No. 56;
(13)(a)(2)		Amendment to the Administration Agreement — incorporated herein by reference to Exhibit (h)(5) of PEA No. 65;
(13)(b)(1)		Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company — incorporated herein by reference to Exhibit (h)(4) of PEA No. 56;
(13)(b)(2)		Amendment to the Master Fund Accounting and Services Agreement — incorporated herein by reference to Exhibit (h)(7) of PEA No. 65;
(13)(c)(1)		Transfer Agency and Service Agreement between the Registrant and Boston Financial Data Services, Inc. — incorporated herein by reference to Exhibit (h)(1) of PEA No. 56;

(13)(c)(2)		Amendment to the Transfer Agency and Service Agreement — incorporated herein by reference to Exhibit (h)(2) of PEA No. 65;
(13)(d)		Amended and Restated Expense Limitation Agreement between Charles Schwab Investment Management, Inc. and the Registrant — incorporated herein by reference to Exhibit (h)(3) of PEA No. 65;
(14)(1)	Other Opinions and Consents	Consent of Ernst & Young LLP — incorporated herein by reference to Exhibit (14)(1) of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-14 (File No. 333-157600) electronically filed with the SEC on March 27, 2009;
(14)(2)		Consent of Morgan, Lewis & Bockius LLP — incorporated herein by reference to Exhibit (14)(2) of the Registration Statement on Form N-14 (File No. 333-157600) electronically filed with the SEC on February 27, 2009;
(15)	Omitted Financial Statements	Not Applicable;
(16)(1)	Powers of Attorney	Power of Attorney of Nils H. Hakansson — incorporated herein by reference to Exhibit (16)(1) of the Registration Statement on Form N-14 (File No. 333-157600) electronically filed with the SEC on February 27, 2009;
(16)(2)		Power of Attorney of Mariann Byerwalter — incorporated herein by reference to Exhibit (16)(2) of the Registration Statement on Form N-14 (File No. 333-157600) electronically filed with the SEC on February 27, 2009;
(16)(3)		Power of Attorney of Randall W. Merk — incorporated herein by reference to Exhibit (16)(3) of the Registration Statement on Form N-14 (File No. 333-157600) electronically filed with the SEC on February 27, 2009;
(16)(4)		Power of Attorney of William A. Hasler — incorporated herein by reference to Exhibit (16)(4) of the Registration Statement on Form N-14 (File No. 333-157600) electronically filed with the SEC on February 27, 2009;
(16)(5)		Power of Attorney of George Pereira — incorporated herein by reference to Exhibit (16)(5) of the Registration Statement on Form N-14 (File No. 333-157600) electronically filed with the SEC on February 27, 2009;
(16)(6)		Power of Attorney of Jeffrey Mortimer — incorporated herein by reference to Exhibit (16)(6) of the Registration Statement on Form N-14 (File No. 333-157600) electronically filed with the SEC on February 27, 2009;
(17)(a)(1)	Code of Ethics	Code of Ethics of the Registrant and Charles Schwab Investment Management, Inc. — incorporated herein by reference to Exhibit (p)(1) of PEA No. 67;
(17)(a)(2)		Code of Ethics of AXA Rosenberg Investment Management LLC, investment subadviser to certain of the Funds — incorporated herein by reference to Exhibit (p)(2) of PEA No. 67;

(17)(a)(3)		Code of Ethics of ALPS Distributors, Inc., principal underwriter to the Registrant — incorporated herein by reference to Exhibit (n)(3) of PEA No. 56;
(17)(a)(4)		Code of Ethics of Mondrian Investment Partners LLP, investment subadviser to certain of the Funds, dated January 2007 — incorporated herein by reference to Exhibit (p)(4) of PEA No. 67;
(17)(a)(5)		Code of Ethics of UBS Global Asset Management (Americas) Inc., investment adviser to the Laudus Growth Investors U.S. Large Cap Growth Fund — incorporated herein by reference to Exhibit (p)(5) of PEA No. 67;
(17)(b)	Proxy Card	Form of Proxy Card — incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-14 (File No. 333-157600) electronically filed with the SEC on March 27, 2009;
(17)(c)(1)	Additional Materials	Prospectus dated October 28, 2008 with respect to the UBS U.S. Large Cap Growth Fund — incorporated herein by reference to Post-Effective Amendment No. 61 to the Registration Statement on Form N-1A of The UBS Funds [File No. 811-06637] filed with the SEC on October 28, 2008 (SEC Accession No. 0001104659-08-066124) (referred to herein as “The UBS Funds PEA No. 61”);
(17)(c)(2)		Supplement dated February 17, 2009 to Prospectus dated October 28, 2008 with respect to the UBS U.S. Large Cap Growth Fund — incorporated herein by reference to definitive materials filed by The UBS Funds [File No. 811-06637] with the SEC on February 17, 2009 pursuant to Rule 497 under the Securities Act of 1933, as amended (SEC Accession No. 0001137439-08-000458);
(17)(c)(3)		Statement of Additional Information dated October 28, 2008 with respect to the UBS U.S. Large Cap Growth Fund — incorporated herein by reference to The UBS Funds PEA No. 61;
(17)(c)(4)		Supplement dated December 24, 2008 to Statement of Additional Information dated October 28, 2008 with respect to the UBS U.S. Large Cap Growth Fund — incorporated herein by reference to definitive materials filed by The UBS Funds [File No. 811-06637] with the SEC on December 24, 2008 pursuant to Rule 497 under the Securities Act of 1933, as amended (SEC Accession No. 0001137439-08-000458);
(17)(c)(5)		The Report of the Independent Registered Public Accounting Firm and audited financial statements of the UBS U.S. Large Cap Growth Fund included in the Fund’s Annual Report to Shareholders for the period ended June 30, 2008 — incorporated herein by reference to The UBS Funds’ Annual Report on Form N-CSR [File No. 811-06637] filed with the SEC on September 8, 2008 (SEC Accession No. 0001104659-08-057449);

(17)(c)(6) The unaudited financial statements of the UBS U.S. Large Cap Growth Fund included in the Fund’s Semi-Annual Report to Shareholders for the period ended December 31, 2008 — incorporated herein by reference to The UBS Funds’ Semi-Annual Report on Form N-CSR [File No. 811-06637] filed with the SEC on March 9, 2009 (SEC Accession No. 0001104659-09-015486).

Item 17 Undertakings

(1) The undersigned Registrant agrees that, prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Registrant certifies that it meets all of the requirements for the effectiveness of this Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 pursuant to Rule 485(b) under the 1933 Act and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on this 4th day of September, 2009.

LAUDUS TRUST
By:	Jeffrey Mortimer*
	Jeffrey Mortimer
	Chief Executive Officer, Chief Investment Officer & President

               Pursuant to the requirements of the 1933 Act, this Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-14 has been signed below by the following persons in the capacities indicated on this 4th day of September, 2009.

Signature	Title
Jeffrey Mortimer* Jeffrey Mortimer	Chief Executive Officer, Chief Investment Officer & President
George Pereira* George Pereira	Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)
Randall W. Merk* Randall W. Merk	Trustee
Mariann Byerwalter* Mariann Byerwalter	Trustee
William A. Hasler* William A. Hasler	Trustee
Nils H. Hakansson* Nils H. Hakansson	Trustee

*By:	/s/ Timothy W. Levin
	Timothy W. Levin, Attorney-in-Fact
	Pursuant to Power of Attorney

Exhibit Index

(12) Opinion and Consent of Morgan, Lewis & Bockius LLP regarding tax matters

EX-99.(12)

Morgan, Lewis & Bockius LLP

July 10, 2009

Board of Trustees
The UBS Funds
One North Wacker Drive
Chicago, Illinois 60606

Board of Trustees
Laudus Trust
101 Montgomery Street
San Francisco, California 94104

Re: Agreement and Plan of Reorganization, dated July 8, 2009 (the “Agreement”), between and among The UBS Funds, a Delaware statutory trust (the “UBS Trust”), on behalf of its UBS U.S. Large Cap Growth Fund (the “Predecessor Fund”), and the Laudus Trust, a Massachusetts business trust, on behalf of its Laudus Growth Investors U.S. Large Cap Growth Fund (the “New Fund”).

Ladies and Gentlemen:

               You have requested our opinion as to certain U.S. federal income tax consequences of the reorganization of the Predecessor Fund and the New Fund (the “Reorganization”). The Reorganization will involve the transfer of all of the assets of a Predecessor Fund to the New Fund, a newly created series of the Laudus Trust, and the assumption of the liabilities of the Predecessor Fund by the New Fund in exchange for shares of beneficial interest of the New Fund. These shares of the New Fund will be distributed to the shareholders of the Predecessor Fund, following which the Predecessor Fund will be liquidated. In the distribution, holders of shares of the Predecessor Fund will receive shares of the New Fund.¹

               In rendering our opinion, we have reviewed and relied upon (a) the Agreement, (b) the proxy materials provided to shareholders of the Predecessor Fund in connection with the recently held Special Meeting of Shareholders, (c) certain representations concerning the Reorganization made to us in letters from the UBS Trust and the Laudus Trust dated July 10, 2009 (collectively, the “Representation Letters”), (d) all other documents, financial and other reports and corporate minutes that we deemed relevant or appropriate, and (e) such statutes, regulations, rulings and decisions as we deemed material with respect to this opinion. All terms used herein, unless otherwise defined, are used as defined in the Agreement.

               For purposes of this opinion, we have assumed that the Predecessor Fund on the Closing Date of the Reorganization satisfy, and following the Reorganization, the New Fund will continue to satisfy, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company.

¹ In the Reorganization, shareholders of Class A, B, C and Y shares of the Predecessor Fund will receive newly organized shares of the sole class of the New Fund.

               Based on the foregoing and provided the specified Reorganization is carried out in accordance with the applicable laws of the Commonwealth of Massachusetts and the State of Delaware, the Agreement and the Representation Letters, it is our opinion, with respect to the Reorganization that:

               1. The Reorganization will constitute a tax-free reorganization within the meaning of Section 368(a) of the Code, and the Predecessor Fund and the New Fund will each be a party to a reorganization within the meaning of Section 368(b) of the Code.

               2. No gain or loss will be recognized by the Predecessor Fund upon the transfer of all of its assets to the New Fund in exchange solely for the New Fund Shares and the assumption by the New Fund of the Predecessor Fund’s liabilities or upon the distribution of the New Fund Shares to the Predecessor Fund’s shareholders in exchange for their shares of the Predecessor Fund.

               3. No gain or loss will be recognized by the New Fund upon the receipt by it of all of the assets of the Predecessor Fund in exchange solely for New Fund Shares and the assumption by the New Fund of the liabilities of the Predecessor Fund.

               4. The adjusted tax basis of the assets of the Predecessor Fund received by the New Fund will be the same as the adjusted tax basis of such assets to the Predecessor Fund immediately prior to the Reorganization.

               5. The holding period of the assets of the Predecessor Fund received by the New Fund will include the holding period of those assets in the hands of the Predecessor Fund immediately prior to the Reorganization.

               6. No gain or loss will be recognized by the shareholders of the Predecessor Fund upon the exchange of their Predecessor Fund Shares for the New Fund Shares (including fractional shares to which they may be entitled) and the assumption by the New Fund of the liabilities of the Predecessor Fund.

               7. The aggregate adjusted tax basis of the New Fund Shares received by the shareholders of the Predecessor Fund (including fractional shares to which they may be entitled) pursuant to the Reorganization will be the same as the aggregate adjusted tax basis of the Predecessor Fund Shares held by the Predecessor Fund’s shareholders immediately prior to the Reorganization.

               8. The holding period of the New Fund Shares received by the shareholders of the Predecessor Fund (including fractional shares to which they may be entitled) will include the holding period of the Predecessor Fund Shares surrendered in exchange therefore, provided that the Predecessor Fund Shares were held as a capital asset on the Closing Date.

               9. For purposes of section 381 of the Code, the New Fund will succeed to and take into account as of the date of the transfer (as defined in Section 1.381(b)-1(b) of the Treasury Regulations) the items of the Predecessor Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381(b) and (c), 382, 383 and 384 of the Code.

               Notwithstanding the foregoing opinions, no opinion is expressed as to the effect of the Reorganization on (i) the Predecessor Fund or the New Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for U.S. federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting and (ii) any shareholder of the Predecessor Fund that is required to recognize unrealized gains and losses for U.S. federal income tax purposes under a mark-to-market system of accounting.

               This opinion letter expresses our views only as to U.S. federal income tax laws in effect as of the date hereof. It represents our best legal judgment as to the matters addressed herein, but is not binding on the Internal Revenue Service or the courts. Accordingly, no assurance can be given that the opinions and analysis expressed herein, if contested, would be sustained by a court. Our opinion is based upon the Code, the applicable Treasury Regulations promulgated thereunder, the present position of the Internal Revenue Service as set forth in published revenue rulings and revenue procedures, present administrative positions of the Internal Revenue Service, and existing judicial decisions, all of which are subject to change either prospectively or retroactively. We do not undertake to make any continuing analysis of the facts or relevant law following the date of this letter.

               Our opinion is conditioned upon the performance by the UBS Trust and the Laudus Trust of their respective undertakings in the Agreement and the Representation Letters.

               This opinion is being rendered to the Laudus Trust, on behalf of the New Fund, and the UBS Trust, on behalf of the Predecessor Fund, and may be relied upon only by the Laudus Trust, UBS Trust, the Predecessor Fund, the New Fund and their respective shareholders.

Very truly yours,
 

/s/ Morgan, Lewis & Bockius LLP  

Morgan, Lewis & Bockius LLP