Re: Agreement and Plan of Reorganization, dated June 16, 2009 (the “Plan”), adopted by the Board of Trustees of the Schwab Capital Trust (the “Trust”) for the reorganization of the Trust’s Schwab Retirement Income Fund (the “Acquired Fund”) into the...Agreement and Plan of Reorganization • July 29th, 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 Fund in complete liquidation of the Acquired Fund, all upon the terms and conditions set forth in the Plan (the “Reorganization”).
