485BPOS 1 f53494e485bpos.htm 485BPOS e485bpos
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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B of the Registration Statement, which are incorporated herein by reference in their entirety, is amended, deleted or superseded hereby.
 
 

 

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

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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

 

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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;

 

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(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;

 

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(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;

 

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(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;

 

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(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;

 

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(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;

 

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(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);

 

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(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.

 

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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    

 

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