FORM OF OPINION]Agreement and Plan of Reorganization • June 17th, 2009 • Schwab Capital Trust
You have requested our opinions as to certain U.S. federal income tax consequences of the reorganization of the Acquired Fund and the Surviving Fund that will consist of: (i) the transfer of all of the assets of the Acquired Fund to the Surviving Fund in exchange solely for shares of the Surviving Fund (“Surviving Fund Shares”), (ii) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund, and (iii) the distribution of the Surviving Fund Shares to the shareholders of the Acquired Fund1 in complete liquidation of the Acquired Fund, all upon the terms and conditions set forth in the Plan (the “Reorganization”).
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • June 17th, 2009 • Schwab Capital Trust • California
AGREEMENT made this 4th day of May, 2009, by and between, Charles Schwab Investment Management, Inc. (“CSIM”), and Neuberger Berman Management LLC, (“Sub-Adviser”) a New York corporation.
