Re: Agreement and Plan of Reorganization, dated March 26, 2009 (the “Plan”), adopted by the Board of Trustees of the Laudus Trust (the “Trust”) for the reorganization of the Trust’s Laudus Rosenberg U.S. Large Capitalization Growth Fund (the “Acquired...Agreement and Plan of Reorganization • May 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 Select and Investor Class 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”).
