SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
</Table>

LAUDUS TRUST

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------

(5) Total fee paid:

------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------

(3) Filing Party:

------------------------------------------------------------------------

(4) Date Filed:

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[LAUDUS FUNDS LOGO]

Dear Laudus Fund Shareholder:

The Board of Trustees of the Laudus Funds is asking you to approve a
proposal to elect ten members to the Board of Trustees, three from the current
Board of Trustees plus seven new nominees, all of whom are experienced mutual
fund directors. The proposal is explained in more detail in the accompanying
proxy statement, which I urge you to read. THE BOARD OF TRUSTEES OF THE LAUDUS
FUNDS IS RECOMMENDING THAT SHAREHOLDERS VOTE FOR ALL TEN NOMINEES.

WHY SHAREHOLDERS ARE BEING ASKED TO ELECT BOARD NOMINEES

Management of The Charles Schwab Corporation, the parent company of the
Laudus Funds' investment adviser, Charles Schwab Investment Management, Inc.
(CSIM), has implemented certain organizational changes that are designed to
enhance the management and efficiency of the non-investment advisory services
that its subsidiaries provide to the Laudus Funds and the Excelsior Funds, a
separate group of funds in the Schwab mutual fund complex.

To complement these changes, it has been proposed that a single group of
Trustees, comprised of the three members of the current Laudus Funds Board, plus
seven new nominees, six of whom are currently directors of the Excelsior Funds,
jointly oversee the two fund families. It is anticipated that the new unified
Board will strengthen the oversight provided on behalf of fund shareholders and
may result in certain long-term operating efficiencies.

The Investment Company Act of 1940, which governs the activities of the
Laudus Funds, generally requires that at least two thirds of the board members
be elected by shareholders. With this proxy, Fund shareholders have the
opportunity to elect all of the members of the Board of Trustees. You should
also note that the cost of the proxy will be borne by CSIM and its affiliates,
not the Funds or their shareholders.

YOUR VOTE IS IMPORTANT -- PLEASE VOTE ALL PROXY CARDS RECEIVED PROMPTLY

For your convenience, you may vote by Internet or touch-tone telephone (see
instructions on the enclosed proxy card(s)), or simply complete, sign and date
the enclosed proxy card(s) and return by mail in the enclosed postage paid
envelopes. Your prompt reply will reduce the delay and cost associated with
follow up mailings.

You may have received more than one proxy card. To ensure that all of your
shares are fully represented, please make sure to vote all of the proxy cards
you have received.

IF YOU NEED HELP VOTING OR HAVE QUESTIONS

Please call our proxy solicitor, D.F. King at 1-888-605-1956, and they will
be able to assist you. You can also vote your shares over the phone with a D.F.
King representative, but you will need the enclosed proxy cards in hand to do
so.

THE MEETING WILL BE HELD ON JUNE 28, 2006

A special meeting of the shareholders of the Laudus Funds will be held at
9:30 a.m. (Pacific time) on June 28, 2006 to vote on the trustee proposal. The
meeting will be held at the offices of Charles Schwab & Co. Inc., at 101
Montgomery Street, 2nd floor, in San Francisco. IF YOU ARE UNABLE TO ATTEND THE
MEETING, PLEASE MAKE SURE YOU VOTE YOUR SHARES USING ONE OF THE METHODS
DESCRIBED ABOVE SO THAT YOUR VOTE WILL BE REPRESENTED.

Thank you in advance for reviewing and responding to the enclosed
materials. We value the trust and confidence you have shown us through your
investment in the Laudus Funds and look forward to continuing to serve your
investment needs in the future.

Sincerely,

/s/ Evelyn Dilsaver
Evelyn Dilsaver
President
Laudus Funds

Laudus Rosenberg Funds are distributed by ALPS Distributors,
Inc. LAU000539.073106

(LAUDUS FUNDS LOGO)

LAUDUS TRUST

LAUDUS VARIABLE INSURANCE TRUST

------------------------

IMPORTANT SHAREHOLDER INFORMATION

------------------------

This document contains a Proxy Statement and proxy card(s) for upcoming
shareholder meetings of the Laudus Funds. A proxy card is, in essence, a ballot.
When you vote using a proxy card, you appoint an individual named on the card to
act as your proxy at the actual shareholder meeting and you instruct that
individual as to how to vote on your behalf at the shareholder meeting. The
proxy card(s) may be completed by checking the appropriate box(es) and voting
for or against the matters to be considered at the meetings. IF YOU SIMPLY SIGN
THE PROXY WITHOUT SPECIFYING A VOTE, YOUR SHARES WILL BE VOTED IN ACCORDANCE
WITH THE RECOMMENDATION OF THE BOARDS OF TRUSTEES WITH RESPECT TO EACH ITEM
CONSIDERED AT THE MEETINGS.

Please spend a few minutes with the Proxy Statement, fill out your proxy
card(s), and return it to us. Voting your proxy, and doing so promptly, ensures
that the Funds will not need to conduct additional mailings.

Please take a few moments to exercise your right to vote. Thank you.

LAUDUS TRUST

LAUDUS VARIABLE INSURANCE TRUST

Dear Shareholder,

Shareholder meetings of Laudus Trust and Laudus Variable Insurance Trust
(each, a "Trust" and, together, the "Trusts") and each of their portfolios (the
"Funds") have been scheduled for June 28, 2006 at 9:30 a.m. (Pacific time)
(together, the "Meeting"). The Meeting will be held at the offices of Charles
Schwab & Co., Inc., 101 Montgomery Street, San Francisco, California 94104.

If you were a shareholder of record as of the close of business on May 1,
2006, you are entitled to vote at the Meeting and any adjournment(s) of the
Meeting. While you are, of course, welcome to join us at the Meeting, most
mutual fund shareholders cast their votes by filling out and signing a proxy
card, like the one enclosed. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE
NEED YOUR VOTE. PLEASE MARK, SIGN, AND DATE THE ENCLOSED PROXY CARD(S) AND
RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO THAT THE MAXIMUM
NUMBER OF SHARES MAY BE VOTED. YOU MAY ALSO VOTE BY TELEPHONE OR THROUGH THE
INTERNET AS DESCRIBED ON THE ENCLOSED PROXY CARD(S).

The attached Proxy Statement is designed to give you detailed information
relating to the proposal on which you are asked to vote. We encourage you to
support the Boards' recommendations. The purpose of the Meeting is to consider
the proposal set forth below and to transact such other business as may be
properly brought before the Meeting or any adjournment(s) thereof. The proposal
described in the Proxy Statement relates to the following matter:

PROPOSAL: To elect ten members to the Boards of Trustees of Laudus
Trust and Laudus Variable Insurance Trust.

Shareholders also will be asked to vote on such other business as may
properly come before the Meeting.

Your vote is important. Please do not hesitate to call 1-888-605-1956 if
you have any questions about the proposal under consideration. Thank you for
taking the time to consider this important proposal and for your investment in
the Laudus Funds.

<Table>

Sincerely,

/s/ Evelyn Dilsaver
-------------------------------
Evelyn Dilsaver
President
</Table>

IMPORTANT NOTICE

Although we recommend that you read the complete Proxy Statement, for your
convenience we have provided a brief overview of the proposal. The information
provided under the "Questions and Answers" section below is qualified in its
entirety by reference to the Proxy Statement.

For ease of reference, the Boards of Trustees of Laudus Trust and Laudus
Variable Insurance Trust are collectively referred to herein as the "Board of
Trustees," the "Board of the Trusts" or the "Board."

QUESTIONS AND ANSWERS

WHY AM I RECEIVING THIS PROXY STATEMENT?

The Board of Trustees is asking you to vote on the following proposal:

PROPOSAL: To elect ten members to the Boards of Trustees of Laudus
Trust and Laudus Variable Insurance Trust.

WHY AM I BEING ASKED TO ELECT TRUSTEES?

Each Board currently consists of three Trustees, each of whom is not an
"interested person," as such term is defined under the Investment Company Act of
1940, as amended (the "1940 Act") (an "Independent Trustee"), as well as one
vacant seat. Each Board has determined to increase the size of the Board to ten
seats by adding six new seats and filling the existing vacancy. The new and
vacant seats are proposed to be filled by adding five additional Independent
Trustees and two Trustees, each of whom will be considered an "interested
person," as such term is defined under the 1940 Act (an "Interested Trustee")
(together, the "Candidates"). The Trusts are required by law, under certain
circumstances which are discussed in the enclosed Proxy Statement and which
apply here, to obtain shareholder approval of the election of new Trustees. In
addition to the election of the Candidates, shareholders also have an
opportunity to vote on the re-election of each of the current Trustees (the
"Current Trustees"). The Candidates and the Current Trustees are also referred
to herein as the "Nominees."

WHY IS THE SIZE OF THE BOARD BEING INCREASED?

Management of The Charles Schwab Corporation ("Schwab"), the parent company
of Charles Schwab Investment Management, Inc. ("CSIM"), the investment adviser
for all Funds of each Trust, has implemented certain organizational changes that
are designed to enhance the management and efficiency of the non-investment
advisory services that its subsidiaries provide to their mutual fund clients,
including the Laudus Funds. To complement these changes, it is proposed that a
single group of Trustees will oversee each of the Trusts and the Excelsior
Funds, Inc., Excelsior Tax-Exempt Funds, Inc. and Excelsior Funds Trust
(together, the "Excelsior Funds"), a separate group of mutual funds included in
the Schwab mutual fund complex for which UST Advisers, Inc. ("UST"), another
subsidiary of Schwab, acts as the investment adviser and administrator. As
discussed further below, the Trusts and the Excelsior Funds share certain
complex-wide administrative, compliance, marketing and other functions and the
Board believes it would be in the best interests of shareholders that a single
group of Trustees oversees each of the Trusts and the Excelsior Funds. Further,
the Board of Trustees has determined that a single group of trustees overseeing
both groups of funds would provide certain efficiencies and benefits to
shareholders of the Funds. In addition to their other business experience, the
Candidates, Messrs. Drake, Hall, Lynch, Piel, Collins and Bailey, each currently
serves as a Trustee of the Excelsior Funds, and Mr. Merk currently serves as a
Trustee of other registered investment companies included in the Schwab mutual
fund complex ("Schwab Funds"). The size of the Board is proposed to be increased
so that the Board of the Trusts and the board of the Excelsior Funds can be
combined into a single Board and so that Mr. Merk, a Trustee of the Schwab
Funds, can also be added to the Board.

HOW DO THE TRUSTEES SUGGEST THAT I VOTE?

After careful consideration, the Trustees unanimously recommend that you
vote "FOR" the election of each of the Nominees listed on the proxy card.

WHY DO THE TRUSTEES RECOMMEND THAT I VOTE "FOR" EACH OF THE NOMINEES?

The Board has determined that it would be in shareholders' best interests
if there were a unitary board serving the Trusts and the Excelsior Funds, given
that each of the Candidates currently serves as a Trustee of
2

the Excelsior Funds or Schwab Funds, and that the Trusts and the Excelsior Funds
are part of the Schwab mutual fund complex and share certain complex-wide
operations.

The Board considered that each of the Candidates has significant experience
as a trustee of other mutual funds and believes that this experience, together
with their respective professional backgrounds and other qualifications, could
contribute to and benefit the Board's functioning. Finally, the Trusts' Board
also believes, based on information supplied by CSIM, that unification of the
board structure overseeing the Trusts and Excelsior Funds could result in
certain long-term operating efficiencies.

The Trusts' Board and the Excelsior Funds' Board believe that the benefits
of a unitary board may not be realized unless each of the Candidates is elected
to each Trust's Board and each of the Current Trustees and Mr. Merk is elected
to the Excelsior Funds' Board. For this reason, each of the Candidates, other
than Mr. Merk, has notified the Trusts' Board that, even if approved by
Shareholders at the Meeting, the Candidate will not serve as a Trustee of a
Trust unless each of the other Candidates has also been approved by the
Shareholders of each Trust, and each of the Current Trustees and Mr. Merk has
been approved by the shareholders of the Excelsior Funds to serve as a Trustee
of the Excelsior Funds. Mr. Merk, who does not currently serve on the Board of
the Excelsior Funds, intends to serve on the Board of the Trusts if elected by
Shareholders. Each of the Current Trustees and Mr. Merk has notified the
Excelsior Funds' Board that, even if approved by shareholders of each of the
Excelsior Funds, the Current Trustees and Mr. Merk will not serve as Trustees of
an Excelsior Fund unless each of the other Current Trustees and Mr. Merk has
also been approved by the shareholders of each Excelsior Fund and each of the
Candidates has been approved by the Shareholders of each Trust. There can be no
assurance that each of the Nominees will be elected to each of the Trusts' and
Excelsior Funds' Boards. If each Nominee is approved by Shareholders of each
Trust and shareholders of the Excelsior Funds, the Candidates will begin serving
as members of the Board of Trustees of each Trust immediately following the
later of their election by either the shareholders of the Trusts or the
shareholders of the Excelsior Funds.

WILL MY VOTE MAKE A DIFFERENCE?

Yes. Your vote is needed to ensure that the proposal can be acted upon.
Additionally, your immediate response on the enclosed proxy card will help save
CSIM and its affiliates the costs of any further solicitations for shareholder
votes. We encourage all shareholders to participate in the governance of the
Laudus Funds.

WHOM DO I CALL IF I HAVE QUESTIONS?

We will be happy to answer your questions about this proxy solicitation.
Please call us at 1-888-605-1956 between 10:00 a.m. and 8:00 p.m., Monday
through Friday and between 11:00 a.m. and 6:00 p.m. on Saturday.

HOW CAN I VOTE MY SHARES?

Please refer to your proxy card(s) for instructions on how to vote.
Shareholders are encouraged to vote their shares through the Internet or by
telephone.

LAUDUS TRUST

LAUDUS VARIABLE INSURANCE TRUST

101 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94104

---------------------

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
JUNE 28, 2006

Notice is hereby given that special meetings of shareholders (together, the
"Meeting") of Laudus Trust and Laudus Variable Insurance Trust (each, a "Trust"
and, together, the "Trusts") and each of their portfolios (together, the
"Funds") will be held at the offices of Charles Schwab & Co., Inc., 101
Montgomery Street, San Francisco, California, on June 28, 2006, at 9:30 a.m.
(Pacific time).

The purpose of the Meeting is to consider the Proposal set forth below and
to transact such other business as may be properly brought before the Meeting or
any adjournment(s) thereof. The specifics of the Proposal, which is more fully
described in the attached Proxy Statement, are as follows:

PROPOSAL: To elect ten members to the Boards of Trustees of Laudus
Trust and Laudus Variable Insurance Trust.

Shareholders also will be asked to vote on such other business as may
properly come before the Meeting.

Only shareholders of record at the close of business on May 1, 2006 are
entitled to notice of, and to vote at, the Meeting or any adjourned session
thereof. All record date shareholders are invited to attend the Meeting in
person. However, if you are unable to be present at the Meeting, you are
requested to mark, sign, and date the enclosed proxy card(s) and return it
promptly in the enclosed envelope so that the Meeting may be held and a maximum
number of shares may be voted. You may also vote by telephone or through the
Internet. Shareholders are encouraged to vote their shares by telephone or
through the Internet. Please see your proxy card(s) for more information and
instructions on how to vote.

Shares represented by duly executed proxies will be voted in accordance
with the instructions given. A Shareholder may revoke a previously submitted
proxy at any time prior to the Meeting by (i) a written revocation, which must
be signed and include the shareholder's name and account number, received by the
Clerk of the Trusts, c/o CSIM Legal, 101 Montgomery Street, San Francisco,
California 94104; (ii) properly executing a later-dated proxy; or (iii)
attending the Meeting and voting in person. In accordance with their own
discretion, the proxies are authorized to vote on such other business as may
properly come before the Meeting or any adjourned session(s) thereof.

<Table>

By Order of the Board of Trustees,

/s/ Evelyn Dilsaver
-----------------------------------
Evelyn Dilsaver
President
</Table>

Dated: May 5, 2006

LAUDUS TRUST

LAUDUS VARIABLE INSURANCE TRUST

101 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94104

---------------------

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Boards of Trustees of Laudus Trust and Laudus Variable Insurance
Trust (each, a "Trust" and, together, the "Trusts") and each of their portfolios
(together, the "Funds") for use at the special meetings of shareholders to be
held on June 28, 2006 at 9:30 a.m. (Pacific time) at the offices of Charles
Schwab & Co., Inc., 101 Montgomery Street, San Francisco, California 94104, and
at any adjourned session(s) thereof (such meetings and any adjournments thereof
are hereinafter referred to together as, the "Meeting"). Shareholders of record
of the Funds at the close of business on May 1, 2006 are entitled to vote at the
Meeting ("Shareholders"). The proxy card(s) and this Proxy Statement are being
mailed to Shareholders on or about May 5, 2006.

At the Meeting, all Shareholders of a Trust's Fund(s), voting together, are
being asked to elect ten individuals to that Trust's Board of Trustees, three of
whom are currently members of each Trust's Board. Each share is entitled to one
vote and each fractional share is entitled to a proportionate fractional vote.

Shares represented by duly executed proxies will be voted at the Meeting in
accordance with the instructions given. HOWEVER, IF NO INSTRUCTIONS ARE
SPECIFIED ON THE PROXY WITH RESPECT TO THE PROPOSAL, THE PROXY WILL BE VOTED FOR
THE ELECTION OF EACH OF THE NOMINEES LISTED ON THE PROXY AND IN ACCORDANCE WITH
THE JUDGMENT OF THE PERSONS APPOINTED AS PROXIES UPON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE MEETING. A Shareholder may revoke a previously
submitted proxy at any time prior to the Meeting by (i) a written revocation,
which must be signed and include the shareholder's name and account number,
received by the Clerk of the Trusts, c/o CSIM Legal, 101 Montgomery Street,

San Francisco, California 94104; (ii) properly executing a later-dated proxy; or
(iii) attending the Meeting and voting in person.

In addition to the solicitation of proxies by mail, officers of each Trust
and officers and employees of the Trusts' investment adviser, Charles Schwab
Investment Management, Inc. ("CSIM"), and The Charles Schwab Corporation
("Schwab") or its affiliates, and certain third parties hired for such purpose,
may solicit proxies in person, by Internet or by telephone. Neither the Trusts
nor their shareholders will bear any costs of the Meeting or the costs of any
solicitation in connection with the Meeting. These costs will be borne by CSIM
or its affiliates. CSIM will use D.F. King & Co., Inc., third party solicitor,
for solicitation of proxies. D.F. King & Co., Inc. may solicit proxies in
person, by Internet or by telephone. CSIM or its affiliates expect to pay
approximately $10,000 to D.F. King & Co., Inc. Persons holding shares as
nominees will, upon request, be reimbursed for their reasonable expenses
incurred in sending soliciting materials to their principals.

As of May 1, 2006, the total number of outstanding shares of each Trust was
as follows: Laudus Trust 263,233,249.08 shares outstanding and Laudus Variable
Insurance Trust 14,648,647.70 shares outstanding. A listing of the breakdown of
outstanding shares of each Fund within the Trusts is attached to this Proxy
Statement as Appendix A.

DISCUSSION OF THE PROPOSAL

INTRODUCTION. At the Meeting, it is proposed that ten Trustees be elected
to the Board of each Trust to hold office until their successors are duly
elected and qualified. Shareholders are being asked to elect Mariann Byerwalter,
Nils H. Hakansson, William A. Hasler, Morrill Melton Hall, Jr., Rodman L. Drake,
John D. Collins, Jonathan Piel, Roger M. Lynch, Randall W. Merk and James L.
Bailey, as Trustees of each Trust (each, a "Nominee" and, together, the
"Nominees"). Ms. Byerwalter and Messrs. Hakannson and Hasler are currently
Trustees of the Trusts (each, a "Current Trustee" and, together, the "Current
Trustees") and have been nominated for re-election. Messrs. Hall, Drake,
Collins, Piel, Lynch, Bailey and Merk (each, a "Candidate" and, together, the
"Candidates") are not currently Trustees of the Trusts and have been nominated
for election. Ms. Byerwalter and Messrs. Hakansson, Hasler, Hall, Drake,
Collins, Piel and Lynch would serve as independent Trustees of the Trusts, which
means that each is not an "interested person" of the Trusts, as such term is
defined under the Investment Company Act of 1940, as

amended (the "1940 Act") (an "Independent Trustee"). Messrs. Bailey and Merk
would serve as interested Trustees of the Trusts, which means that each is an
"interested person" of the Trusts, as such term is defined under the 1940 Act
(an "Interested Trustee"). FOR THE REASONS DISCUSSED BELOW, THE BOARD OF EACH
TRUST UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF ALL
NOMINEES.

BACKGROUND AND BOARD CONSIDERATIONS

The Board is proposing to increase the size of each Board from four (three
Current Trustees, plus one vacancy) to ten so that a single group of Trustees
can oversee each of the Trusts and the Excelsior Funds, Inc., Excelsior
Tax-Exempt Funds, Inc. and Excelsior Funds Trust (together, the "Excelsior
Funds"). The Excelsior Funds are a separate group of mutual funds that are part
of the Schwab mutual fund complex for which UST Advisers, Inc. ("UST"), another
subsidiary of Schwab, acts as the investment adviser and administrator.
Management of Schwab has implemented certain organizational changes that are
designed to enhance the management and efficiency of the non-investment advisory
services that its subsidiaries, including both CSIM and UST, provide to their
mutual fund clients, such as the Trusts and Excelsior Funds. The Trusts and the
Excelsior Funds share certain complex-wide administrative, compliance, marketing
and other functions, and the Board believes it would be in the best interests of
shareholders that a single group of Trustees oversees each of the Trusts and the
Excelsior Funds. Further, the Board of Trustees has determined that a single
group of trustees overseeing both groups of funds would provide certain
efficiencies and benefits to shareholders of the Funds. In addition to their
other business experience, the Candidates, Messrs. Drake, Hall, Lynch, Piel,
Collins and Bailey, each currently serves as a Trustee of the Excelsior Funds,
and Mr. Merk currently serves as a Trustee of other registered investment
companies included in the Schwab mutual fund complex ("Schwab Funds").

The Trusts' Board and the Excelsior Funds' Board each have determined that
it would be in the best interests of their respective shareholders that there be
one unitary board overseeing both the Trusts and the Excelsior Funds. The Board
considered that each of the Candidates has significant experience as a trustee
of other mutual funds and believes that this experience, together with their
respective professional backgrounds and other qualifications, could contribute
to and benefit the Board's functioning. Finally, the Trusts' Board also
believes, based on information supplied by CSIM, that unification of the board
structure

overseeing the Trusts and Excelsior Funds could result in certain long-term
operating efficiencies.

The Trusts' Board and the Excelsior Funds' Board believe that the benefits
of a unitary board may not be realized unless each of the Candidates is elected
to each Trust's Board and each of the Current Trustees and Mr. Merk is elected
to the Excelsior Funds' Board. For this reason, each of the Candidates, other
than Mr. Merk, has notified the Trusts' Board that, even if approved by
Shareholders at the Meeting, the Candidate will not serve as a Trustee of a
Trust unless each of the other Candidates has also been approved by the
Shareholders of each Trust, and each of the Current Trustees and Mr. Merk has
been approved by the shareholders of the Excelsior Funds to serve as Trustee of
the Excelsior Funds. Mr. Merk, who does not currently serve on the Board of the
Excelsior Funds, intends to serve on the Boards of the Trusts if elected by
Shareholders. Each of the Current Trustees and Mr. Merk has notified the
Excelsior Funds' Board that, even if approved by shareholders of each of the
Excelsior Funds, the Current Trustees and Mr. Merk will not serve as Trustees of
an Excelsior Fund unless each of the other Current Trustees and Mr. Merk has
also been approved by the shareholders of each Excelsior Fund and each of the
Candidates has been approved by the Shareholders of each Trust. There can be no
assurance that each of the Nominees will be elected to each of the Trusts' and
Excelsior Funds' Boards. If each Nominee is approved by Shareholders of each
Trust and shareholders of the Excelsior Funds, the Candidates will begin serving
as members of the Board of Trustees of each Trust immediately following the
later of their election by either the shareholders of the Trusts or the
shareholders of the Excelsior Funds. The foregoing is referred to below as the
"Contingency."

INFORMATION REGARDING THE NOMINEES. Each Trust's Board currently consists
of three Trustees, Ms. Byerwalter and Messrs. Hasler and Hakansson, each of whom
was elected to the Board of Laudus Trust by a vote of shareholders on January
30, 2004 and elected as a Trustee of the Board of Laudus Variable Insurance
Trust by unanimous consent of the sole shareholder of that Trust on the same
date. Pursuant to the requirements under the 1940 Act, more than two-thirds of a
board's trustees must have been elected by shareholders immediately after the
addition of a new trustee. Immediately after the addition of the Candidates,
less than two-thirds of the Trustees would have been elected by shareholders.
Therefore, shareholder approval is required to add the Candidates.

The Candidates were identified and recommended to the Nominating Committee
by the President of CSIM. At a meeting held on March 16, 2006, the Trusts'
Nominating Committee met and considered the nomination of the Candidates. Based
on the Nominating Committee's review and evaluation of each Candidate's
experience and qualifications, and the potential benefits of adding new,
experienced trustees that will add depth and breadth to the Board, the Committee
nominated the Candidates as potential new trustees to be presented to the Board
of each Trust. In addition, on March 16, 2006, each Trust's Board considered and
evaluated the Current Trustees and determined to nominate each of the Current
Trustees to continue to serve as Trustees of the Trust. If approved by
Shareholders at the Meeting, the Current Trustees will continue to serve as
members of the Board of Trustees of each Trust. On March 16, 2006, the Board of
each Trust fixed the size of each Board at ten and approved the nomination of
each of the Nominees to serve as a Trustee of the Trust, subject to approval of
his or her election by Shareholders, as required under the 1940 Act, and
recommended to Shareholders that they approve the Nominees as Trustees of the
Trust.

Each Nominee has consented to being named in this Proxy Statement and
serving as a Trustee if elected, subject to the Contingency discussed above.
Except as discussed herein, the Trusts know of no reason why any Nominee would
be unable or unwilling to serve if elected.

The business and affairs of each Trust, including all of its Funds, are
managed under the direction of its Board of Trustees. The table below provides
basic information about each Nominee. The mailing address for each Current
Trustee is Laudus Funds, c/o CSIM Legal, 101 Montgomery Street, San Francisco,
CA 94104. The mailing address for each Candidate, except for Messrs. Bailey and
Merk, is Excelsior Funds, 225 High Ridge Road, Stamford, CT, 06905. The mailing
address for Mr. Bailey is 114 West 47th Street, New York, NY 10036. The mailing
address for Mr. Merk is 101 Montgomery Street, San Francisco, CA 94104.

<Table>
<Caption>
TERM OF NUMBER OF
OFFICE(1) FUNDS IN THE
POSITION(S) AND LENGTH PRINCIPAL OCCUPATION FUND COMPLEX
WITH THE OF TIME DURING THE PAST FIVE TO BE OVERSEEN OTHER DIRECTORSHIPS
NAME AND AGE TRUSTS SERVED YEARS BY NOMINEE HELD BY NOMINEE(2)
- ------------ ----------- ---------- -------------------- -------------- -------------------

NOMINEES FOR RE-ELECTION AS INDEPENDENT TRUSTEES (CURRENTLY SERVE AS INDEPENDENT TRUSTEES)
Mariann Byerwalter Trustee Since 2004 Chairman of JDN 70(3) BOARD 1 -- Trustee
Age: 45 Corporate Advisory of The Charles
LLC. From 1996 to Schwab Family of
2001, Ms. Byerwalter Funds, Schwab
was the Vice Investments, Schwab
President for Annuity Portfolios
Business Affairs and and Schwab Capital
Chief Financial Trust (since 2000),
Officer of Stanford each a registered
University and, in investment company
2001, Special that is part of the
Adviser to the same mutual fund
President of complex as the
Stanford University. Trusts (together
with the Excelsior
Funds Complex (as
defined below)
referred to as the
"Schwab Mutual Fund
Complex"). Schwab
and/or its
affiliates act as
the investment
adviser to each
portfolio in the
Schwab Mutual Fund
Complex. The Schwab
Mutual Fund Complex
consists of 99
portfolios.
BOARD
2 -- Director,
Redwood Trust, Inc.
(mortgage finance).
BOARD
3 -- Director, PMI
Group, Inc.
(mortgage
insurance).
</Table>

William A. Hasler Trustee Since 2004 Retired. Dean 70(3) BOARD 1 -- Trustee
Age: 64 Emeritus of the Haas of The Charles
School of Business Schwab Family of
at the University of Funds, Schwab
California, Investments, Schwab
Berkeley. Until Annuity Portfolios
February 2004, and Schwab Capital
Co-Chief Executive Trust (since 2000),
Officer, Aphton each a registered
Corporation (bio- investment company
pharmaceuticals). that is part of the
Schwab Mutual Fund
Complex. Schwab
and/or its
affiliates act as
the investment
adviser to each
portfolio in the
Schwab Mutual Fund
Complex. The Schwab
Mutual Fund Complex
consists of 99
portfolios.
BOARD
2 -- Director,
Aphton Corporation
(bio-
pharmaceuticals).
BOARD
3 -- Director,
Mission West
Properties
(commercial real
estate).
BOARD
4 -- Director,
TOUSA (home
building).
BOARD
5 -- Director,
Stratex Networks (a
network equipment
corporation).
BOARD
6 -- Director,
Genitope Corp.
(bio-
pharmaceuticals).
BOARD
7 -- Director,
Solectron
Corporation where
he is also Non-
Executive Chairman
(manufacturing).
</Table>

BOARD
8 -- Director,
Ditech
Communications
Corporation (voice
communications
technology).
Mr. Hasler has
informed the Board
of the Trusts of
his commitment to
reduce by his own
actions or
otherwise the
number of public
company boards on
which he serves so
that the number of
public company
boards, including
the Board of the
Schwab Mutual Fund
Complex, on which
he serves will not
exceed six (6) as
of one year from
the date of this
Proxy Statement.
Nils H. Hakansson Trustee Since 1990 Retired. Sylvan C. 13(4) None
Age: 68 Coleman Professor of
Finance and
Accounting,
Emeritus, Haas
School of Business,
University of
California, Berkeley
(since 2003). Mr.
Hakansson was also a
Professor of Finance
and Accounting, Haas
School of Business,
University of
California, Berkeley
(July 1969 to
January 2003).
</Table>

NOMINEES FOR ELECTION AS INDEPENDENT TRUSTEES (CURRENTLY A CANDIDATE)
Rodman L. Drake None N/A Co-Founder of 42(5) BOARD 1 --
Age: 63 Baringo Capital LLC Director/Trustee of
(since 2002); the Excelsior
President, Funds, Inc.,
Continuation Excelsior Tax-
Investments Group, Exempt Funds, Inc.
Inc. (from 1997 to and Excelsior Funds
2001). Trust (since 1994),
each a registered
investment company
that is part of the
Schwab Mutual Fund
Complex. Schwab
and/or its
affiliates act as
the investment
adviser to each
portfolio in the
Schwab Mutual Fund
Complex. The Schwab
Mutual Fund Complex
consists of 99
portfolios.

BOARD 2 -- Director
and Chairman,
Hyperion Total
Return Fund, Inc.
and Hyperion
Strategic Mortgage
Income Fund Inc.
(since 1991).

BOARD
3 -- Director,
Jackson Hewitt Tax
Service Inc. (since
June 2004).

BOARD
4 -- Director,
Student Loan
Corporation (since
May 2005).
</Table>

Morrill Melton Hall, None N/A Chairman (since 42(5) BOARD 1 --
Jr. 1984) and Chief Director/Trustee of
Age: 61 Executive Officer the Excelsior
(since 1991), Funds, Inc.,
Comprehensive Health Excelsior Tax-
Services, Inc. Exempt Funds, Inc.
(health care and Excelsior Funds
management and Trust (since 2000),
administration). each a registered
investment company
that is part of the
Schwab Mutual Fund
Complex. Schwab
and/or its
affiliates act as
the investment
adviser to each
portfolio in the
Schwab Mutual Fund
Complex. The Schwab
Mutual Fund Complex
consists of 99
portfolios.
Roger M. Lynch None N/A Retired. President, 42(5) BOARD 1 --
Age: 65 Corporate Asset Director/Trustee of
Funding Co., Inc. the Excelsior
(asset Funds, Inc.,
securitization) Excelsior Tax-
(from 1987 to 1999); Exempt Funds, Inc.
Limited Partner and Excelsior Funds
(from 1986 to 1999), Trust (since 2001),
Goldman Sachs & Co. each a registered
investment company
that is part of the
Schwab Mutual Fund
Complex. Schwab
and/or its
affiliates act as
the investment
adviser to each
portfolio in the
Schwab Mutual Fund
Complex. The Schwab
Mutual Fund Complex
consists of 99
portfolios.
</Table>

Jonathan Piel None N/A Cable television 42(5) BOARD 1 --
Age: 67 producer and website Director/Trustee of
designer; Editor, the Excelsior
Scientific American Funds, Inc.,
(1984-1986), and Excelsior Tax-
Vice President, Exempt Funds, Inc.
Scientific American and Excelsior Funds
Inc., (1986-1994); Trust (since 1995),
Director, National each a registered
Institute of Social investment company
Sciences; Member, that is part of the
Advisory Board, The Schwab Mutual Fund
Stone Age Institute, Complex. Schwab
Bloomington, and/or its
Indiana. affiliates act as
the investment
adviser to each
portfolio in the
Schwab Mutual Fund
Complex. The Schwab
Mutual Fund Complex
consists of 99
portfolios.
John D. Collins None N/A Retired. Consultant, 42(5) BOARD 1 --
Age: 67 KPMG, LLP (from July Director/Trustee of
1999 to June 2000); the Excelsior
Partner, KPMG, LLP Funds, Inc.,
(from March 1962 to Excelsior Tax-
June 1999). Exempt Funds, Inc.
and Excelsior Funds
Trust (since 2005),
each a registered
investment company
that is part of the
Schwab Mutual Fund
Complex. Schwab
and/or its
affiliates act as
the investment
adviser to each
portfolio in the
Schwab Mutual Fund
Complex. The Schwab
Mutual Fund Complex
consists of 99
portfolios.

BOARD
2 -- Director, Mrs.
Fields Famous
Brands LLC
(consumer products)
(since December
2004).
</Table>

NOMINEES FOR ELECTION AS INTERESTED TRUSTEES (CURRENTLY A CANDIDATE)
Randall W. Merk(6) None N/A Executive Vice 70(3) BOARD 1 -- Trustee
Age: 51 President, Charles of The Charles
Schwab & Co., Inc. Schwab Family of
(2002-present); Funds, Schwab
President, Schwab Investments, Schwab
Financial Products, Annuity Portfolios
Charles Schwab & and Schwab Capital
Co., Inc. (2002- Trust (since 2005),
present); Director, each a registered
Charles Schwab Asset investment company
Management (Ireland) that is part of the
Limited; Director, Schwab Mutual Fund
Charles Schwab Bank, Complex. Schwab
N.A. (since 2006). and/or its
Prior to September affiliates act as
2002, President and the investment
Chief Investment adviser to each
Officer, American portfolio in the
Century Investment Schwab Mutual Fund
Management, and Complex. The Schwab
Director, American Mutual Fund Complex
Century Companies, consists of 99
Inc.; Until June portfolios.
2001, Chief
Investment
Officer -- Fixed
Income, American
Century Companies,
Inc.
</Table>

James L. Bailey(7) None N/A Chief Operating 42(5) BOARD 1 --
Age: 60 Officer of U.S. Director/Trustee of
Trust Corporation the Excelsior
(since December Funds, Inc.,
2004) and Executive Excelsior Tax-
Vice President of Exempt Funds, Inc.
U.S. Trust and Excelsior Funds
Corporation and Trust (since 2004),
United States Trust each a registered
Company of New York investment company
(since 2003); that is part of the
President, Excelsior Schwab Mutual Fund
Funds, Inc., Complex. Schwab
Excelsior Tax-Exempt and/or its
Funds, Inc. and affiliates act as
Excelsior Funds the investment
Trust (from 2003 to adviser to each
July 2004); portfolio in the
Consultant in the Schwab Mutual Fund
financial services Complex. The Schwab
industry (from Mutual Fund Complex
August 2000 to consists of 99
January 2003); portfolios.
Executive Vice
President of
Citicorp (from 1992
to August 2000).
</Table>

- ---------------

(1) Each Trustee shall hold office until the election and qualification of his
or her successor, or until he or she dies, resigns or is removed.

(2) This column includes only directorships of companies required to report to
the SEC under the Securities Exchange Act of 1934 (i.e., public companies)
or other investment companies registered under the 1940 Act.

(3) This number includes all registered investment companies included in the
Laudus Funds complex (Laudus Trust and Laudus Variable Insurance Trust)
(collectively, the "Laudus Funds Complex") and the Schwab Funds complex (The
Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity
Portfolios and Schwab Capital Trust) (collectively, the "Schwab Funds
Complex"), each of which is a part of the Schwab Mutual Fund Complex (as
defined below). As of March 31, 2006, the Laudus Funds Complex and Schwab
Funds Complex, in the aggregate, consisted of 70 funds. If each Nominee is
elected to the Board of each Trust and the Board of each Excelsior Fund and,
therefore, a unitary board is established to

oversee both the Trusts and the Excelsior Funds, Ms. Byerwalter and Messrs.
Hasler and Merk will oversee all registered investment companies in the
Laudus Funds Complex, Schwab Funds Complex and Excelsior Funds complex
(Excelsior Funds, Inc., Excelsior Tax-Exempt Funds, Inc. and Excelsior Funds
Trust) (collectively, the "Excelsior Funds Complex" and, together with the
Laudus Funds Complex and Schwab Funds Complex, the "Schwab Mutual Fund
Complex"). As of March 31, 2006, the Schwab Mutual Fund Complex consisted of
99 funds.

(4) This number includes all registered investment companies included in the
Laudus Funds Complex. As of March 31, 2006, the Laudus Funds Complex
consisted of 13 funds. If each Nominee is elected to the Board of each Trust
and the Board of each Excelsior Fund and, therefore, a unitary board is
established to oversee both the Trusts and the Excelsior Funds, Mr.
Hakansson will oversee all registered investment companies in the Laudus
Funds Complex and Excelsior Funds complex. As of March 31, 2006, the Laudus
Funds Complex and Excelsior Funds Complex, in the aggregate, consisted of 42
funds.

(5) This number includes all registered investment companies included in the
Laudus Funds Complex and Excelsior Funds Complex. As of March 31, 2006, the
Laudus Funds Complex and Excelsior Funds Complex, in the aggregate,
consisted of 42 funds.

(6) If elected, Mr. Merk will be considered an "interested person" of the Trusts
(as defined in the 1940 Act) because of his affiliation with CSIM.

(7) If elected, Mr. Bailey will be considered an "interested person" of the
Trusts (as defined in the 1940 Act) because of his role as Executive Vice
President and Chief Operating Officer of U.S. Trust Corporation, a
subsidiary of Schwab.

MEETINGS AND COMMITTEES OF THE BOARD OF TRUSTEES. The table below provides
information about the number of Board meetings held during each Trust's most
recently completed fiscal year.

<Table>
<Caption>
MOST RECENTLY
COMPLETED FISCAL NUMBER OF
TRUST YEAR BOARD MEETINGS
- ----- ---------------- --------------

Laudus Trust................. March 31, 2006 7
Laudus Variable Insurance
Trust...................... December 31, 2005 8
</Table>

The Trusts do not have a policy with respect to the Trustees' attendance at
meetings, but as a matter of practice all of the Trustees attend each Trust's
Board meetings (in person or by telephone) to the extent possible. None of the
Trustees attended fewer than 75% of the aggregate amount of meetings of the
Board and Board committees for which they were eligible to attend.

Each Trust has a standing Audit Committee currently consisting of Ms.
Byerwalter and Messrs. Hasler and Hakansson, each of whom is an Independent
Trustee. The Audit Committee of a Trust assists the Board in their oversight of
the Trust's financial reporting. The members of the Audit Committee of a Trust
meet periodically with the Trust's independent registered public accounting firm
to review the Trust's financial statements and report their findings to the
Board. The chart below provides information about the number of Audit Committee
meetings held during each Trust's most recently completed fiscal year.

<Table>
<Caption>
MOST RECENTLY NUMBER OF AUDIT
COMPLETED FISCAL COMMITTEE
TRUST YEAR MEETINGS
- ----- ----------------- ---------------

Laudus Trust................. March 31, 2006 4
Laudus Variable Insurance
Trust...................... December 31, 2005 4
</Table>

Each Trust also has a Nominating Committee that is composed of all of the
Independent Trustees, which meets as often as deemed appropriate by the
Nominating Committee for the primary purpose of nominating persons to serve as
members of the Board of Trustees. The Nominating Committee has adopted a
charter, a copy of which is attached hereto as Appendix B. The Nominating
Committee has not established specific, minimum qualifications that must be met
before candidates may be considered for Board membership. The Nominating
Committee does not have specific procedures in place to consider nominees
recommended by shareholders, but would consider such nominees if submitted in
accordance with Rule 14a-8 of the Securities Exchange Act of 1934, as amended,
in conjunction with a shareholder meeting to consider the election of Trustees.
Shareholders who wish to recommend a nominee should send nominations to the
Clerk of a Trust at the Trust's offices. The chart below provides information
about the number of Nominating Committee meetings held during each Trust's most
recently completed fiscal year.

<Table>
<Caption>
NUMBER OF
MOST RECENTLY NOMINATING
COMPLETED FISCAL COMMITTEE
TRUST YEAR MEETINGS
- ----- ----------------- ----------

Laudus Trust.................... March 31, 2006 2
Laudus Variable Insurance
Trust......................... December 31, 2005 0
</Table>

COMPENSATION OF THE TRUSTEES AND OFFICERS. The Laudus Funds pay each
Independent Trustee aggregate compensation of $55,000 per year, plus an
additional fee for each special meeting attended.

In addition, a retirement plan has been instituted for all of the
Independent Trustees of the Trusts (the "Retirement Plan"). Under the terms of
the Retirement Plan, upon retirement or other termination from service from the
Trusts (other than termination for cause), a retiring Independent Trustee who
has served as Independent Trustee for at least five years shall be paid a lump
sum cash payment (the "Retirement Payment"). The Retirement Payment shall be
equal to $10,000 for each year that the Trustee has served as an Independent
Trustee of the Trusts, including years of service prior to the adoption of the
Retirement Plan. However, beginning April 1, 2005, each Independent Trustee is
permitted to make a one-time election to have the $10,000 attributable to
service for the coming year adjusted up or down at the end of each subsequent
year based on the unweighted average performance of Institutional Shares of each
Fund of Laudus Trust and Class 2 Shares of the sole series of Laudus Variable
Insurance Trust that is in operation for all of such year. Each Independent
Trustee also was given the opportunity to make a one-time election to have
previously accrued benefits fluctuate beginning April 1, 2005 based on
performance of the Funds as described in the previous sentence. As a result, the
amount of the Retirement Payment payable to any Independent Trustee may increase
or decrease based upon performance of the Funds. The portion of the total
Retirement Payment owed to an Independent Trustee upon his or her retirement
that is payable by any Fund will be determined based on the relative net assets
of the Funds in operation on the date of the Independent Trustee's retirement.

If elected, Messrs. Drake, Hall, Lynch, Piel and Collins would be entitled
to receive compensation from each Trust for serving as Independent Trustees.
Interested Trustees and the officers of the Trusts do not receive compensation
from the Trusts.

The chart below provides information about the total compensation accrued
and payable to, as well as the benefits accrued under the Retirement Plan by,
the Independent Trustees by each Trust and the Fund Complex for each Trust's
most recently completed fiscal year.

<Table>
<Caption>
PENSION OR TOTAL
RETIREMENT ESTIMATED COMPENSATION
TOTAL BENEFITS ANNUAL FROM THE
COMPENSATION ACCRUED AS BENEFITS TRUSTS AND
FROM THE PART OF FUND UPON THE FUND
NAME OF TRUSTEE TRUST EXPENSES RETIREMENT COMPLEX*
- --------------- ------------ ------------ ---------- ------------

MARIANN BYERWALTER
Laudus Trust............ $55,997** $ 21,294 N/A
Laudus Variable
Insurance Trust....... $ 950** $ 215 N/A
Total................... $231,566**
WILLIAM A. HASLER
Laudus Trust............ $55,997** $ 21,294 N/A
Laudus Variable
Insurance Trust....... $ 950** $ 215 N/A
Total................... $238,997**
NILS H. HAKANSSON
Laudus Trust............ $55,997** $180,809*** N/A
Laudus Variable
Insurance Trust....... $ 950** $ 1,826 N/A
Total................... $ 56,947**
</Table>

- ---------------

* For purposes of the table above, the Fund Complex includes all of the
registered investment companies in the Laudus Funds Complex and Schwab Funds
Complex. As of March 31, 2006, the Fund Complex consisted of 70 funds.

** Reflects fees accrued for the fiscal year regardless of the actual payment
date.

*** Amount includes a one time lump sum of $150,000 to be paid to Mr. Hakansson
at retirement. This payment is tied to the performance of the Funds and as a
result may increase or decrease based on the performance of the Funds.

OWNERSHIP OF FUND SECURITIES. The table below shows the dollar range of
equity securities beneficially owned by each Nominee, as of December 31, 2005,
in all registered investment companies overseen (or to be overseen) by such
Nominee in the Laudus "family of investment companies."

LAUDUS TRUST

<Table>
<Caption>
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
FUNDS OVERSEEN BY
DOLLAR RANGE OF EQUITY NOMINEE IN FAMILY OF
NAME OF NOMINEE SECURITIES FOR EACH FUND INVESTMENT COMPANIES*
- --------------- -------------------------------- -------------------------

NOMINEES FOR INTERESTED
TRUSTEES:
James L. Bailey................. None None
Randall W. Merk................. Laudus Rosenberg U.S. Small $50,001-$100,000
Capitalization Fund --
$50,001-$100,000
NOMINEES FOR INDEPENDENT
TRUSTEES:
Nils H. Hakansson............... Laudus Rosenberg Value $50,001-$100,000
Long/Short Equity Fund --
$10,001-$50,000
Laudus Rosenberg U.S. Small
Capitalization Fund --
$10,001-$50,000
Mariann Byerwalter.............. None None
William A. Hasler............... None None
Rodman L. Drake................. None None
Morrill Melton Hall, Jr. ....... None None
Roger M. Lynch.................. None None
Jonathan Piel................... None None
John D. Collins................. None None
</Table>

LAUDUS VARIABLE INSURANCE TRUST

NOMINEES FOR INTERESTED
TRUSTEES:
James L. Bailey................. None None
Randall W. Merk................. None $50,001-$100,000
NOMINEES FOR INDEPENDENT
TRUSTEES:
Nils H. Hakansson............... None $50,001-$100,000
Mariann Byerwalter.............. None None
William A. Hasler............... None None
Rodman L. Drake................. None None
Morrill Melton Hall, Jr. ....... None None
Roger M. Lynch.................. None None
Jonathan Piel................... None None
John D. Collins................. None None
</Table>

- ---------------

* For purposes of the tables above, the Laudus "family of investment companies"
consists of all registered investment companies in the Laudus Funds Complex.
As of December 31, 2005, the Laudus "family of investment companies" consisted
of 12 funds.

VOTING REQUIREMENTS FOR THE PROPOSAL. With respect to each Trust, the
affirmative vote of a plurality of all shares of all Funds of a Trust voted at
the Meeting, at which a quorum is present, in person or by proxy, is required to
elect a Nominee as a Trustee of the Trust. This means that the ten Nominees for
election receiving the highest number of affirmative votes cast at the Meeting
will be elected to the Board of a Trust.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
VOTE "FOR" THE ELECTION OF EACH NOMINEE.

ADDITIONAL INFORMATION
REGARDING THE LAUDUS FUNDS

INFORMATION CONCERNING THE TRUSTS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM. PricewaterhouseCoopers LLP ("PWC") serves as the independent registered
public accounting firm for each of the Trusts. PWC conducts annual audits of
each Trust's financial statements, assists in the preparation of each Trust's
federal and state income tax returns and each Trust's filings with the SEC, and
consults with the Trusts as to matters of accounting and federal and state
taxation.

Representatives of PWC are not expected to be present at the Meeting, but
have been given an opportunity to make a statement if they so desire and will be
available should any matter arise requiring their presence.

AUDIT FEES. Below are the aggregate fees billed for each of the last two
fiscal years for professional services rendered by PWC for the audit of the
Trusts' annual financial statements and services that are normally provided by
PWC in connection with statutory and regulatory filings or engagements for those
years.

<Table>
<Caption>
TRUST AND FISCAL YEAR-END FEES
- ------------------------- --------

LAUDUS TRUST
March 31, 2006.................................... $259,290
March 31, 2005.................................... $237,605
LAUDUS VARIABLE INSURANCE TRUST
December 31, 2005................................. $ 27,586
December 31, 2004................................. $ 26,525
</Table>

AUDIT-RELATED FEES. Below are the aggregate fees billed in each of the
last two fiscal years for assurance and related services by PWC that are
reasonably related to the performance of the audit of the Trusts' financial
statements and are not reported under "Audit Fees" above (collectively,
"Audit-Related Services"). With respect to engagements that related directly to
the operations or financial reporting of the Trusts, there were no fees billed
by PWC for Audit-Related Services to CSIM or any entity controlling, controlled
by or under common control with CSIM that provides ongoing services to the
Trusts (together referred to herein as "Affiliated Service Providers") for each
of the last two fiscal years.

<Table>
<Caption>
DESCRIPTION OF NATURE OF
TRUST AND FISCAL YEAR-END FEES SERVICES RENDERED
- ------------------------- ------- ----------------------------

LAUDUS TRUST
March 31, 2006............................. $20,000 PWC's Audit-Related Services
March 31, 2005............................. $ 0 included a review of the
LAUDUS VARIABLE INSURANCE TRUST conversion of accounting,
December 31, 2005.......................... $ 0 administrative and transfer
December 31, 2004.......................... $ 0 agency services provided to
the Trusts to new vendors.
</Table>

TAX FEES. Below are the aggregate fees billed in each of the last two
fiscal years for professional services rendered by PWC for tax compliance, tax
advice and tax planning (collectively, "Tax-Related Services"). With respect to
engagements that related directly to the operations or financial reporting of
the Trusts, there were no fees billed by PWC for Tax-Related Services to CSIM or
the Affiliated Service Providers for each of the last two fiscal years.

<Table>
<Caption>
DESCRIPTION OF NATURE OF
TRUST AND FISCAL YEAR-END FEES SERVICES RENDERED
- ------------------------- ------- --------------------------

LAUDUS TRUST
March 31, 2006............................. $67,980 PWC's Tax-Related Services
March 31, 2005............................. $65,365 included preparation and
review of tax returns and
review of excise
distributions.
LAUDUS VARIABLE INSURANCE TRUST
December 31, 2005.......................... $ 3,860 PWC's Tax-Related Services
December 31, 2004.......................... $ 3,675 included preparation and
review of tax returns.
</Table>

ALL OTHER FEES. Below are the aggregate fees billed in each of the last
two fiscal years for products and services, other than for the services reported
above. With respect to engagements that related directly to the operations or
financial reporting of the Trusts, PWC did not bill CSIM or the Affiliated
Service Providers for products and services in each of the last two fiscal
years.

<Table>
<Caption>
DESCRIPTION OF NATURE OF
TRUST AND FISCAL YEAR-END FEES SERVICES RENDERED
- ------------------------- ------- ---------------------------

LAUDUS TRUST
March 31, 2006............................. $18,462 PWC's services were related
March 31, 2005............................. $ 0 to the requirements of
LAUDUS VARIABLE INSURANCE TRUST Section 15(c) of the 1940
December 31, 2005.......................... $ 1,538 Act, such as evaluation of
December 31, 2004.......................... $ 0 the Trusts' Profitability
Analysis System.
</Table>

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. The Audit Committees
of the Trusts do not have pre-approval policies and procedures as described in
paragraph (c)(7) of Rule 2-01 of Regulation S-X.

AGGREGATE NON-AUDIT FEES. Below are the aggregate non-audit fees billed in
each of the last two fiscal years by PWC for services rendered to the Trusts,
CSIM and the Affiliated Service Providers.

<Table>
<Caption>
LAUDUS VARIABLE CSIM AND AFFILIATED
LAUDUS TRUST INSURANCE TRUST SERVICE PROVIDERS*
------------ --------------- -------------------

March 31, 2006 $106,442 -- $180,000
March 31, 2005 $ 65,365 -- $265,000
December 31, 2005 -- $5,398
December 31, 2004 -- $3,675
</Table>

- ---------------

* For fiscal years ending March 31, 2006 and March 31, 2005.

BOARD CONSIDERATION OF NON-AUDIT SERVICES. During the past fiscal year,
all non-audit services provided by PWC to either CSIM or any Affiliated Service
Provider were pre-approved by each Trust's Audit Committee. Included in the
Audit Committee's pre-approval was the review and consideration as to whether
the provision of these non-audit services is compatible with maintaining PWC's
independence.

INFORMATION ABOUT OFFICERS OF THE TRUSTS. The chart below provides basic
information about the Trusts' current officers as of March 17, 2006. The mailing
address of each of the officers is: c/o Laudus Funds, 101 Montgomery Street, San
Francisco, CA 94104.

<Table>
<Caption>
TERM OF
OFFICE* AND
NAME AND POSITION(S) WITH LENGTH OF PRINCIPAL OCCUPATION
YEAR OF BIRTH THE TRUST TIME SERVED DURING THE PAST FIVE YEARS
- ------------- ------------------- ------------ --------------------------------

Evelyn Dilsaver, President/Chief 3/06-present Director, Executive Vice
1955 Executive Officer President and President, Charles
Schwab Investment Management,
Inc. From June 2003 to July
2004, Senior Vice President,
Asset Management Products and
Services Enterprise, Charles
Schwab & Co. Prior to June 2003,
Executive Vice President, Chief
Financial Officer, and Chief
Administrative Officer, U.S.
Trust, a subsidiary of The
Charles Schwab Corporation.
</Table>

Daniel Kern, Chief Financial 3/05-present Vice President, Investment
1961 Officer and Operations, Charles Schwab
Treasurer Investment Management, Inc.;
Assistant Treasurer, Schwab
Funds. Until September 2005,
Assistant Treasurer, Laudus
Trust and Laudus Variable
Insurance Trust. Until December
2004, Vice President, Internal
Audit, Charles Schwab
Corporation. Prior to January
2003, Managing Director and
Principal, Montgomery Asset
Management.
Jeffrey Mortimer, Vice President and 6/04-present Senior Vice President and Chief
1963 Chief Investment Investment Officer -- Equities,
Officer Charles Schwab Investment
Management, Inc., and Schwab
Funds. Prior to May 2004, Vice
President and Sr. Portfolio
Manager, Charles Schwab
Investment Management, Inc.
Alison Baur, Chief Legal Officer 1/04-present Vice President and Associate
1964 General Counsel, Charles Schwab
& Co., Inc. Until 2003, Senior
Corporate Counsel, Charles
Schwab & Co., Inc.; From 2001 to
2004, Chief Legal Officer &
Secretary, Excelsior Funds;
Chief Legal Officer, Excelsior
Directional Hedge Fund and
Excelsior Private Equity Funds.
Randall Fillmore, Chief Compliance 9/04-present Senior Vice President,
1960 Officer Institutional Compliance and
Chief Compliance Officer,
Charles Schwab Investment
Management, Inc.; Chief
Compliance Officer, Schwab
Funds. From 2002 to 2003, Vice
President, Charles Schwab & Co.,
Inc. and Charles Schwab
Investment Management, Inc. From
2000 to 2002, Vice President,
Internal Audit, Charles Schwab &
Co., Inc.
Bill Thomas, Vice President 6/04-present Senior Vice President,
1962 Distribution, Charles Schwab &
Co., Inc. Until May 2000,
Managing Director, Scudder
Kemper Investments.
</Table>

Michael Haydel, Vice President 6/05-present Vice President, Asset Management
1972 Client Services, Charles Schwab
& Co., Inc. Until March 2004,
Director, Charles Schwab & Co.,
Inc.
Alice Schulman, Clerk 1/04-present Vice President & Assistant
1950 Secretary, Charles Schwab
Investment Management, Inc.;
Assistant Secretary, Schwab
Funds and The Charles Schwab
Bank, N.A. Until 2003, Director,
Project Management, Charles
Schwab Investment Management,
Inc.
</Table>

- ---------------

* The officers of each Trust hold office until their respective successors are
elected or qualified, or, in each case, until he or she sooner dies, resigns,
is removed, or becomes disqualified in accordance with each Trust's by-laws.

TRUSTEE AND EXECUTIVE OFFICER FUND OWNERSHIP. As of December 31, 2005,
each Trust's Trustees and executive officer and the Candidates, as a group,
owned less than one percent (1%) of the outstanding shares of each share class
of each Fund.

INFORMATION REGARDING THE TRUSTS' INVESTMENT ADVISER, SUB-ADVISER AND
ADMINISTRATOR. CSIM serves as the investment adviser to all of the Trusts'
Funds. CSIM is a wholly-owned subsidiary of Schwab. Charles R. Schwab is the
founder, Chairman and a Director and significant shareholder of Schwab. As a
result of his positions and share ownership, Mr. Schwab may be deemed to be a
controlling person of Schwab and its subsidiaries.

AXA Rosenberg Investment Management, Inc. ("AXA Rosenberg") serves as
sub-adviser to all of the Trusts' Funds. AXA Rosenberg is wholly-owned by AXA
Rosenberg Group LLC. AXA Rosenberg Group LLC is contractually controlled jointly
by AXA IM Rose, Inc., Barr Rosenberg, Kenneth Reid and Rosenberg Alpha L.P. AXA
IM Rose, Inc. is wholly-owned by AXA IM Holding U.S. Inc. AXA IM Holding U.S.
Inc. is wholly-owned by AXA Investment Managers S.A., a French societe anonyme,
which, in turn, is owned, collectively, by AXA SA, a French holding company, AXA
Assurances IARD, a French societe anonyme, AXA UK Plc, a British public limited
company and AXA Colonia Konzern AG, a German Aktiengesellschaft. AXA Assur-

ances IARD, AXA UK Plc and AXA Colonia Konzern AG are owned by AXA SA (more than
90% directly). Finaxa, a French holding company, beneficially owns more than 25%
of the voting securities of, and therefore controls, AXA SA. Mutuelles Axa, a
group of four French mutual insurance companies, one of which controls Finaxa,
acting as a group controls both AXA SA and Finaxa. Rosenberg Alpha L.P. is
controlled by Barr Rosenberg as their Managing General Partner. Each of these
entities may be deemed a controlling person of AXA Rosenberg.

State Street Bank and Trust Company, One Lincoln Street, Boston,
Massachusetts 02102, serves as each Fund's administrator.

INFORMATION REGARDING THE TRUSTS' PRINCIPAL UNDERWRITER. ALPS
Distributors, Inc., which is located at 1625 Broadway, Suite 2200, Denver,
Colorado, 80202, serves as each Fund's principal underwriter.

5% SHAREHOLDERS. As of May 1, 2006, the following persons were the only
persons who were record owners or, to the knowledge of the Funds, were
beneficial owners of 5% or more of each Fund's outstanding shares. The Funds
believe that most of the shares referred to in the table below were held by such
persons in accounts for their fiduciary, agency, or custodial customers.

FUND NAME AND TITLE OF CLASS

<Table>
<Caption>
AMOUNT PERCENT OF NATURE OF
NAME AND ADDRESS OF SHAREHOLDER OF SHARES CLASS OWNERSHIP
- ------------------------------- ------------- ---------- ---------

LAUDUS ROSENBERG U.S. SMALL CAPITALIZATION
FUND -- INVESTOR SHARES
Charles Schwab & Co Inc....................... 3,142,302.71 13.77% Record
For the Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
National Financial Services Corpora........... 2,331,589.47 10.22% Record
Attention Mutual Funds Dept 5th Flo
One World Financial Center
200 Liberty St
New York NY 10281-1003
Merrill Lynch Pierce Fenner & Smith........... 3,554,158.82 15.58% Record
For The Sole Benefit Of Its Custome
4800 Deer Lake Dr E
Jacksonville FL 32246-6484
Investors Bank And Trust Company.............. 2,666,706.24 11.69% Record
As Trustee Custodian For
Various Retirement Plans
C/O Diversified Investment Advisors
4 Manhattanville Rd MD 2-41
Purchase NY 10577-2139
MAC & Co...................................... 7,373,765.38 32.31% Record
FBO DOM Salaried Plan
Mutual Funds Operations
PO Box 3198
Pittsburgh PA 15230-3198
</Table>

<Table>
<Caption>
AMOUNT PERCENT OF NATURE OF
NAME AND ADDRESS OF SHAREHOLDER OF SHARES CLASS OWNERSHIP
- ------------------------------- ------------- ---------- ---------

LAUDUS ROSENBERG U.S. SMALL CAPITALIZATION
FUND -- INSTITUTIONAL SHARES
Charles Schwab & Co Inc....................... 16,296,346.74 24.98% Record
For the Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
National Financial Services Corpora........... 5,123,187.23 7.85% Record
Attention Mutual Funds Dept 5th Flo
One World Financial Center
New York NY 10281-1003
Fidelity Investments Institutional............ 5,101,208.91 7.82% Record
Operation Co Inc FIIOC As Agent
For Certain Employee Benefit Plans
100 Magellan Way
Covington KY 41015-1999

LAUDUS ROSENBERG U.S. SMALL CAPITALIZATION
FUND -- ADVISER SHARES
Citigroup Global Markets Inc.................. 699,278.65 19.18% Record
333 West 34th Street -- 3rd Floor
NY NY 10001-2402
Vanguard Fiduciary Trust Co................... 497,197.52 13.64% Record
Value Market Neutral 401K
Attn Outside Funds
PO Box 2600
Valley Forge PA 19482-2600
MAC & Co...................................... 500,638.90 13.73% Record
Mutual Fund Operations
PO Box 3198
Pittsburgh PA 15230-3198
MAC & Co...................................... 243,268.63 6.67% Record
FBO Giant Eagle EMP SVGS
Mutual Funds Operations
PO Box 3198
Pittsburgh PA 15230-3198
</Table>

<Table>
<Caption>
AMOUNT PERCENT OF NATURE OF
NAME AND ADDRESS OF SHAREHOLDER OF SHARES CLASS OWNERSHIP
- ------------------------------- ------------- ---------- ---------

LAUDUS ROSENBERG U.S. DISCOVERY
FUND -- INVESTOR SHARES
Charles Schwab & Co Inc....................... 4,369,189.98 27.76% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
National Financial Services Corpora........... 2,894,172.71 18.39% Record
Attention Mutual Funds Dept 5th Flo
One World Financial Center
New York NY 10281-1003
IMS & Co...................................... 2,361,282.95 15.00% Record
For The Exclusive Benefit Of Custom
717 17th at Ste 1700
Denver CO 80202
DCGT As TTEE And Or Cust...................... 1,468,031.24 9.33% Record
FBO Principal Financial Group Omnibus
Qualified
Attn NPIO Trade Desk
711 High St
Des Moines IA 50309-2732
Trustar....................................... 1,463,965.73 9.30% Record
FBO The Church Of God
Attn NPIO Trade Desk
PO Box 8963
Wilmington DE 19899-8963

LAUDUS ROSENBERG U.S. DISCOVERY FUND --
INSTITUTIONAL SHARES
Charles Schwab & Co Inc....................... 6,113,178.84 17.20% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
National Financial Services LLC............... 13,450,659.06 37.84% Record
For Exclusive Benefit Of Our Custom
One World Financial Center
200 Liberty Street
New York NY 10281-1003
Mercer Trust Company Ttee FBO................. 3,320,671.11 9.34% Record
IBEW Local No. 134 Pension Plan No.
Attn DC Plan Admin MS C4D
1 Investors Way
Norwood MA 02062-1599
</Table>

<Table>
<Caption>
AMOUNT PERCENT OF NATURE OF
NAME AND ADDRESS OF SHAREHOLDER OF SHARES CLASS OWNERSHIP
- ------------------------------- ------------- ---------- ---------

LAUDUS ROSENBERG U.S. LARGE CAPITALIZATION
FUND -- INVESTOR SHARES
Charles Schwab & Co Inc....................... 632,758.77 76.98% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122

LAUDUS ROSENBERG U.S. LARGE CAPITALIZATION
FUND -- INSTITUTIONAL SHARES
Charles Schwab & Co Inc....................... 2,135,873.05 35.79% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
Saxon & Co.................................... 817,017.19 13.69% Record
PO Box 7780-1888
Philadelphia PA 19182-0001
SEI Private Trust Company C/O ID427........... 952,627.23 15.96% Record
1 Freedom Valley Dr
Oaks PA 19456
Union Bank Trust Nominee...................... 896,288.20 15.02% Record
FBO Oregon Steel DBPP/Columbia
PO Box 85484
San Diego CA 92186-5484

LAUDUS ROSENBERG U.S. LARGE CAPITALIZATION
GROWTH FUND -- INVESTOR SHARES
Charles Schwab & Co Inc....................... 103,402.74 53.78% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
National Financial Services LLC............... 42,128.75 21.91% Record
For Exclusive Benefit Of Our Custom
One World Financial Center
200 Liberty Street
New York NY 10281-1003
Equitable Life For Separate Acct.............. 19,166.08 9.97% Record
On Behalf Of Var 401K Expediter PLA
Attn Ken Butka
200 Plaza Dr Ste 2
Secaucus NJ 07094-3607
</Table>

<Table>
<Caption>
AMOUNT PERCENT OF NATURE OF
NAME AND ADDRESS OF SHAREHOLDER OF SHARES CLASS OWNERSHIP
- ------------------------------- ------------- ---------- ---------

LAUDUS ROSENBERG U.S. LARGE CAPITALIZATION
GROWTH FUND -- INSTITUTIONAL SHARES
Charles Schwab & Co Inc....................... 3,406,377.47 67.25% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
Commercial Properties......................... 1,656,840.88 32.71% Record
PO Box 1012
Salem OR 97308-1012

LAUDUS ROSENBERG INTERNATIONAL EQUITY FUND --
INVESTOR SHARES
Charles Schwab & Co Inc....................... 1,432,159.63 81.61% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
National Financial SVCS Corp.................. 91,588.33 5.22% Record
For Exclusive Benefit Of Our Cust
Chris Robinson
200 Liberty St
New York NY 10281-1003

LAUDUS ROSENBERG INTERNATIONAL EQUITY FUND --
INSTITUTIONAL SHARES
Charles Schwab & Co Inc....................... 1,514,034.52 83.13% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
AXA Rosenberg Group Two....................... 105,368.84 5.79% Record
Attn Jin Zhang
4 Orinda Way Bldg E
Orinda CA 94563-2523
Pigeon & Co................................... 157,446.57 8.64% Record
C/O Frost National Bank
PO Box 2950
San Antonio TX 78299-2950
</Table>

<Table>
<Caption>
AMOUNT PERCENT OF NATURE OF
NAME AND ADDRESS OF SHAREHOLDER OF SHARES CLASS OWNERSHIP
- ------------------------------- ------------- ---------- ---------

LAUDUS ROSENBERG INTERNATIONAL SMALL
CAPITALIZATION FUND -- INVESTOR SHARES
Charles Schwab & Co Inc....................... 19,271,774.62 49.05% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
National Financial Services Corpora........... 10,278,774.59 26.16% Record
Attention Mutual Funds Dept 5th Flo
One World Financial Center
New York NY 10281-1003

LAUDUS ROSENBERG INTERNATIONAL SMALL
CAPITALIZATION FUND -- INSTITUTIONAL SHARES
Charles Schwab & Co Inc....................... 18,689,283.86 53.28% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
National Financial Services Corpora........... 2,964,724.59 8.45% Record
Attention Mutual Funds Dept 5th Flo
One World Financial Center
New York NY 10281-1003

ROSENBERG U.S. LARGE/MID CAPITALIZATION
LONG/SHORT EQUITY FUND -- INVESTOR SHARES
Charles Schwab & Co Inc....................... 375,991.32 37.95% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
National Financial Services Corporation....... 425,559.22 42.95% Record
Attention Mutual Funds Dept 5th Flo
One World Financial Center
New York NY 10281-1003
</Table>

<Table>
<Caption>
AMOUNT PERCENT OF NATURE OF
NAME AND ADDRESS OF SHAREHOLDER OF SHARES CLASS OWNERSHIP
- ------------------------------- ------------- ---------- ---------

ROSENBERG U.S. LARGE/MID CAPITALIZATION
LONG/SHORT EQUITY FUND -- INSTITUTIONAL
SHARES
Charles Schwab & Co Inc....................... 904,483.14 58.38% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
National Investor Services FBO................ 279,296.31 18.03% Record
097-50000-19
55 Water Street 32nd Floor
NY NY 10041
National Financial Services LLC............... 137,461.85 8.87% Record
For Exclusive Benefit Of Our Custom
One World Financial Center
200 Liberty Street
New York NY 10281-1003
BNP Paribas Securities Services AXA........... 211,428.57 13.65% Record
66 Rue De La Victoire
75009 Paris
France

LAUDUS ROSENBERG VALUE LONG/SHORT EQUITY
FUND -- INVESTOR SHARES
Charles Schwab & Co Inc....................... 926,841.46 15.19% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
National Financial Services Corpora........... 3,813,093.89 62.49% Record
Attention Mutual Funds Dept 5th Flo
One World Financial Center
New York NY 10281-1003

LAUDUS ROSENBERG VALUE LONG/SHORT EQUITY
FUND -- INSTITUTIONAL SHARES
Charles Schwab & Co Inc....................... 8,247,613.19 46.04% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
National Financial Services Corpora........... 6,389,171.89 35.66% Record
Attention Mutual Funds Dept 5th Flo
One World Financial Center
New York NY 10281-1003
</Table>

<Table>
<Caption>
AMOUNT PERCENT OF NATURE OF
NAME AND ADDRESS OF SHAREHOLDER OF SHARES CLASS OWNERSHIP
- ------------------------------- ------------- ---------- ---------

LAUDUS ROSENBERG GLOBAL LONG/SHORT EQUITY
FUND -- INVESTOR SHARES
Charles Schwab & Co Inc....................... 239,718.49 26.50% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
National Financial Services Corpora........... 521,757.94 57.68% Record
Attention Mutual Funds Dept 5th Fl
One World Financial Center
New York NY 10281-1003

LAUDUS ROSENBERG GLOBAL LONG/SHORT EQUITY
FUND -- INSTITUTIONAL SHARES
Charles Schwab & Co Inc....................... 1,894,040.71 85.38% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
BNP Paribas Securities Services AXA........... 207,689.77 9.36% Record
66 Rue De La Victoire
75009 Paris
France

LAUDUS ROSENBERG U.S. LARGE CAPITALIZATION
VALUE FUND -- INVESTOR SHARES
Charles Schwab & Co Inc....................... 15,299.18 99.99% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
Total Number of Accounts for Fund: 2
Total Number of Shares for Fund: 15,300.1850

LAUDUS ROSENBERG U.S. LARGE CAPITALIZATION
VALUE FUND -- INSTITUTIONAL SHARES
Charles Schwab & Co Inc....................... 562,054.76 9.87% Record
For The Exclusive Use Of
Our Customers
Reinvest Account
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
</Table>

<Table>
<Caption>
AMOUNT PERCENT OF NATURE OF
NAME AND ADDRESS OF SHAREHOLDER OF SHARES CLASS OWNERSHIP
- ------------------------------- ------------- ---------- ---------

LAUDUS ROSENBERG VIT VALUE LONG/SHORT EQUITY
FUND -- CLASS 2 SHARES
Separate Account FP Of The Equitabl........... 1,136,996.81 7.76% Record
Life Assurance Society Of The US
1290 Avenue Of The Americas
New York NY 10104-0101
Separate Account 49 Of The Equitabl........... 12,682,012.11 86.57% Record
Life Assurance Society Of The US
1290 Avenue Of The Americas
New York NY 10104-0101
Separate Account A Of The Equitable........... 829,523.31 5.66% Record
Life Assurance Society Of The US
1290 Avenue Of The Americas
New York NY 10104-0101
</Table>

The Trusts have been advised by CSIM that any shares of a Trust's Funds
over which CSIM has voting power will be voted in the same proportion as the
vote of all other shareholders of such Fund.

QUORUM. In order to act upon a Proposal, a quorum is required to be
present at the Meeting. Any lesser number of shares, however, is sufficient for
adjournments. With respect to Laudus Trust, a quorum is constituted by the
presence, in person or by proxy, of the holders of more than forty (40) percent
of the outstanding shares of the Trust entitled to vote. With respect to Laudus
Variable Insurance Trust, a quorum is constituted by the presence, in person or
by proxy, of the holders of more than ten (10) percent of the outstanding shares
of the Trust entitled to vote.

Abstentions and "broker non-votes" (i.e., proxies received from brokers or
nominees indicating that they have not received instructions from the beneficial
owner or other person entitled to vote shares) will not be counted for or
against the Proposal because of the Trusts' plurality voting requirements and,
therefore, will have no affect on the Proposal. Abstentions and broker
non-votes, however, will be counted for purposes of determining whether a quorum
is present. The Trusts believe that brokers who hold shares as record owners for
beneficial owners have the authority under the rules of the various stock
exchanges to vote those shares with respect to the Proposal when they have not
received instructions from beneficial owners. However, consistent with
applicable rules, each broker may adopt its own policies regarding whether and
how it will vote uninstructed shares.

ADJOURNMENT. In the event that sufficient votes in favor of the Proposal
are not received by the time scheduled for the Meeting, the persons named as
proxies may propose one or more adjournments of the Meeting for a period or
periods to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of the votes cast on the question, in
person or by proxy, at the session of the Meeting to be adjourned. The persons
named as proxies will vote in favor of adjournments those proxies that they are
entitled to vote in favor of the Proposal. They will vote against any such
adjournment those proxies required to be voted against the Proposal. CSIM or its
affiliates will bear the costs of any additional solicitation and any adjourned
sessions.

COMMUNICATIONS WITH THE BOARD. Shareholders wishing to submit written
communications to the Board should send their communications to the Clerk of the
Trusts at c/o CSIM Legal, 101 Montgomery Street,

San Francisco, California 94104. Any such communications received will be
reviewed by the Board at its next regularly scheduled meeting.

SHAREHOLDER PROPOSALS. The Trusts do not intend to hold meetings of
shareholders except to the extent that such meetings are required under the 1940
Act or state law. Shareholders who wish to submit proposals for inclusion in the
proxy statement for a subsequent shareholder meeting should send their written
proposals to the Clerk of the Trusts, c/o CSIM Legal, 101 Montgomery Street, San
Francisco, California 94104 within a reasonable time before such meeting.

REPORTS TO SHAREHOLDERS. Each Trust will furnish, without charge, copies
of such Trust's most recent semi-annual and annual reports to shareholders to
any shareholder upon request. Each Trust's semi-annual and annual reports to
shareholders may be obtained from such Trust by writing to that Trust at P.O.
Box 8032, Boston, MA 02266 or by calling 1-800-447-3332 or by the Internet:
http://www.laudusfunds.com.

OTHER MATTERS. The Trustees know of no other business to be brought before
the Meeting. However, if any other matters properly come before the Meeting, it
is their intention that proxies which do not contain specific restrictions to
the contrary will be voted on such matters in accordance with the judgment of
the persons named in the enclosed form of proxy.

---------------------

SHAREHOLDERS ARE URGED TO COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND
RETURN IT PROMPTLY. SHAREHOLDERS ARE
ENCOURAGED TO VOTE THEIR SHARES BY TELEPHONE
OR THROUGH THE INTERNET.

APPENDICES

APPENDIX A

<Table>
<Caption>
INVESTOR INSTITUTIONAL ADVISER
SHARES SHARES SHARES
CLASS CLASS CLASS
------------- ------------- ------------

LAUDUS TRUST
- --------------------------------------------------
Laudus Rosenberg U.S. Large Capitalization Fund... 821,954.19 5,968,153.27
Laudus Rosenberg U.S. Large Capitalization Value
Fund............................................. 15,300.19 562,771.96
Laudus Rosenberg U.S. Large Capitalization Growth
Fund............................................. 192,259.29 5,065,455.04
Laudus Rosenberg U.S. Discovery Fund.............. 15,739,678.38 35,548,004.23
Laudus Rosenberg U.S. Small Capitalization Fund... 22,819,567.37 65,233,188.49 3,646,461.53
Laudus Rosenberg International Equity Fund........ 1,754,922.50 1,821,370.55
Laudus Rosenberg International Small
Capitalization Fund.............................. 39,288,328.97 35,076,200.44
Laudus Rosenberg U.S. Large/Mid Capitalization
Long/ Short Equity Fund.......................... 990,769.13 1,549,199.47
Laudus Rosenberg Global Long/Short Equity Fund.... 904,561.20 2,218,414.39
Laudus Rosenberg Value Long/Short Equity Fund..... 6,101,522.18 17,915,166.31
</Table>

<Table>
<Caption>
CLASS 2
SHARES
-------
------------- ------------- ------------

LAUDUS VARIABLE INSURANCE TRUST
- --------------------------------------------------
Laudus Rosenberg VIT Value Long/Short Equity
Fund............................................. 14,648,647.70
</Table>

A-1

APPENDIX B

NOMINATING COMMITTEE CHARTER

LAUDUS TRUST
LAUDUS VARIABLE INSURANCE TRUST

June 15, 2004

This charter sets forth the purpose, authority, and responsibilities of the
Nominating Committee of the Boards of Trustees of Laudus Trust and Laudus
Variable Insurance Trust, each a Massachusetts Business Trust (the "Trusts").
The charter is reviewed and approved annually by the Boards of Trustees.

PURPOSE

The Nominating Committee ("Committee") has as its primary purpose
responsibility for the nomination of persons to serve as a member of the Boards
of Trustees of the Trusts.

AUTHORITY

The Committee has been duly established by the Boards of Trustees of the
Trusts, and shall be provided with appropriate resources to effectively
discharge its responsibilities.

COMPOSITION AND TERM OF COMMITTEE MEMBERS

The Committee shall be comprised of at least three members of each Trust's
Board of Trustees (See Exhibit A). Members of the Committee may not be
interested persons of the Trusts, as defined in the Investment Company Act of
1940, as amended (the "1940 Act"). The members of the Committee shall designate
one member to serve as Chairman of the Committee.

Each member of the Committee shall serve until a successor is appointed.

MEETINGS

Meetings of the Committee will be called on an "as needed" basis. Meetings
may be held as often as deemed appropriate by the Committee.

Minutes of each meeting will be taken and circulated to all members of the
Board of Trustees in a timely manner. Counsel to the Independent Trustees will
serve as counsel to the Committee, and will be responsible for maintaining the
minutes of the Committee's meetings.

B-1

RESPONSIBILITIES

In the event a vacancy exists on the Boards of Trustees of the Trusts, or a
vacancy is anticipated, the Committee shall consider whether it is in the best
interests of the Trusts and their shareholders to nominate a disinterested
person or an interested person to fill the vacancy.

If the Committee determines it is in the best interests of the Trusts and
their shareholders to fill the vacancy with a Trustee who is a disinterested
person, the Committee shall select and nominate candidates for the position. The
Committee may consider candidates recommended by members of the Committee and
candidates recommended by members of the Boards of Trustees who are interested
persons of the Trusts. Each candidate will be evaluated by the Committee in
terms of relevant business and industry experience that would enable the
candidate to serve effectively as a disinterested Trustee, as well as his or her
compatibility with respect to business philosophy and personal style. When a
viable candidate has been identified, each such candidate will provide answers
to a standardized questionnaire to the members of the Committee who will then
conduct in-person interviews. When the Committee has evaluated and interviewed
all of the recommended candidates, the Committee will determine which of the
viable candidates should be nominated.

If the Committee determines it is in the best interests of the Trusts and
their shareholders to nominate an interested person, the Committee may consider
candidates recommended by members of the Boards of Trustees who are interested
persons of the Trusts. Each candidate will be evaluated by the Committee in
terms of relevant business and industry experience that would enable the
candidate to serve effectively as an interested Trustee, as well as his or her
compatibility with respect to business philosophy and personal style. When all
of the candidates recommended to the Committee have been evaluated, the
Committee will determine which of the viable candidates should be presented to
the Boards of Trustees of the Trusts for selection to become a member of the
Boards of Trustees of the Trusts.

B-2

EXHIBIT A

Nominating Committee Members:

Mariann Byerwalter
William A. Hasler
Nils A. Hakansson

PROXY TABULATOR TO VOTE BY TELEPHONE TO VOTE BY INTERNET TO VOTE BY MAIL
P.O. BOX 9112
FARMINGDALE, NY 11735 1) Read the Proxy Statement and 1) Read the Proxy Statement 1) Read the Proxy Statement.
have the Proxy card at hand. and have the Proxy card at hand. 2) Check one of the
2) Call 1-888-221-0697. 2) Go to WWW.PROXYWEB.COM appropriate boxes
3) Follow the recorded instructions. 3) Follow the on-screen instructions. on the reverse side.
3) Sign and date the Proxy
card below.
4) Return the Proxy card
in the envelope provided.

IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY.

LAUDUS VARIABLE INSURANCE TRUST
(THE "VIT")
PROXY FOR THE MEETING OF SHAREHOLDERS - JUNE 28, 2006
The undersigned shareholder(s) of the VIT, revoking previous proxies, hereby
appoint(s) David Rosenberg and Shelley Harding-Riggen, and each of them (with
full power of substitution), the proxies of the undersigned to attend the
Meeting of Shareholders to be held on June 28, 2006, at the offices of Charles
Schwab & Co., Inc., 101 Montgomery Street, San Francisco, California, at 9:30
a.m., Pacific time, and any adjournments thereof (the "Meeting"), and to vote
all of the shares of the VIT that the undersigned would be entitled to vote at
the Meeting upon the proposal set forth herein and upon any other matter that
may properly come before the Meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned.
IF YOU SIGN THE PROXY WITHOUT OTHERWISE INDICATING A VOTE ON THE PROPOSAL, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES LISTED ON THE
REVERSE. AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING, THE
SHARES WILL BE VOTED BY THE PROXIES IN ACCORDANCE WITH THEIR JUDGMENT. The
undersigned acknowledges receipt of the Notice of Meeting of Shareholders and
the Proxy Statement.

Date________________ 2006

SIGNATURE(s) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)
Please print and sign exactly as your name(s) appear on
this card to authorize the voting of your shares. When
signing as attorney or executor, administrator, trustee
or guardian, please give full title as such. If a
corporation, please sign in full corporate name by
president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
For joint accounts, each joint owner must sign.

Laudus VIT- mk

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHICH UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES LISTED BELOW.

PROPOSAL: TO ELECT TRUSTEES FOR THE VIT

Nominees For: (01) Rodman L. Drake, (02) Morrill Melton ("Mel") Hall, Jr., FOR ALL WITHHOLD ALL FOR ALL EXCEPT*
Independent Trustee (03) Roger M. Lynch, (04) Jonathan Piel,
(05) John D. Collins, (06) Mariann Byerwalter,
(07) William A. Hasler and (08) Nils H. Hakansson 0 0 0

Nominees For (09) James L. Bailey and (10) Randall W. Merk
Interested Trustee

* To withhold authority to vote for any individual, mark the box "FOR ALL
EXCEPT" and write the Nominee's number on the line below.

------------------------------------------------------------------------

PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN
THE UNITED STATES.

Laudus VIT- mk

IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY.

LAUDUS TRUST
(THE "TRUST") PROXY FOR THE MEETING OF
SHAREHOLDERS - JUNE 28, 2006
The undersigned shareholder(s) of the Trust, revoking previous proxies, hereby
appoint(s) David Rosenberg and Shelley Harding-Riggen, and each of them (with
full power of substitution), the proxies of the undersigned to attend the
Meeting of Shareholders to be held on June 28, 2006, at the offices of Charles
Schwab & Co., Inc., 101 Montgomery Street, San Francisco, California, at 9:30
a.m., Pacific time, and any adjournments thereof (the "Meeting"), and to vote
all of the shares of the Trust that the undersigned would be entitled to vote at
the Meeting upon the proposal set forth herein and upon any other matter that
may properly come before the Meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned.
IF YOU SIGN THE PROXY WITHOUT OTHERWISE INDICATING A VOTE ON THE PROPOSAL, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES LISTED ON THE
REVERSE. AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING, THE
SHARES WILL BE VOTED BY THE PROXIES IN ACCORDANCE WITH THEIR JUDGMENT. The
undersigned acknowledges receipt of the Notice of Meeting of Shareholders and
the Proxy Statement.

Date________________ 2006

Laudus - mk

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHICH UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES LISTED BELOW.

PROPOSAL: TO ELECT TRUSTEES FOR THE TRUST

Nominees For: (01) Rodman L. Drake, (02) Morrill Melton ("Mel") Hall, Jr., FOR ALL WITHHOLD ALL FOR ALL EXCEPT*
(03) Roger M. Lynch, Independent Trustee
(04) Jonathan Piel, (05) John D. Collins,
(06) Mariann Byerwalter, (07) William A. Hasler and
(08) Nils H. Hakansson 0 0 0

Nominees For (09) James L. Bailey and (10) Randall W. Merk
Interested Trustee

* To withhold authority to vote for any individual, mark the box "FOR ALL
EXCEPT" and write the Nominee's number on the line below.

------------------------------------------------------------------------

PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.

Laudus - mk