FORM OF OPINION]Agreement and Plan of Reorganization • August 12th, 2009 • Laudus 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”). 1
LAUDUS TRUST AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • August 12th, 2009 • Laudus Trust
This Agreement, dated as of August 12, 2009, is made and entered into by and between Charles Schwab Investment Management, Inc. (the “Adviser”) and Laudus Trust (the “Trust”) on behalf of each series of the Trust listed on Schedule A hereto, as may be amended from time to time (each a “Fund” and collectively the “Funds”).
