SCHWAB CAPITAL TRUST EXPENSE LIMITATION AGREEMENT
Ex. (d)(xxi)
This Agreement, dated as of July 1, 2009, is made and entered into by and between Xxxxxxx
Xxxxxx Investment Management, Inc. (the “Adviser”), Xxxxxxx Xxxxxx & Co., Inc., (“Schwab”), and
Schwab Capital Trust (the “Trust”) on behalf of each series of the Trust listed on SCHEDULE A
hereto, as such Schedule may be amended from time to time (each a “Fund” and collectively the
“Funds”).
WHEREAS, the Trust is a Massachusetts business trust and is registered under the Investment
Company Act of 1940 (the “1940 Act”) as an open-end management investment company of the series
type, and each Fund is a series of the Trust;
WHEREAS, the Trust on behalf of each Fund and the Adviser have entered into Investment
Advisory and Administration Agreements, dated June 15, 1994, as amended, June 5, 2007, (each an
“Advisory Agreement”), pursuant to which the Adviser provides investment management and
administration services to each Fund for compensation based on the value of the average daily net
assets of each Fund; and
WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best
interest of each Fund and its shareholders to maintain the expenses of each Fund at a level below
the level to which each Fund may normally be subject.
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION AND WAIVER. Until such time as this agreement is terminated in
accordance with Section 3 of this Agreement, Schwab and the Adviser agree that, to the extent that
ordinary operating expenses incurred by a Fund in any fiscal year, including but not limited to
investment advisory and administration fees of the Adviser and including amounts payable pursuant
to any plan adopted in accordance with Rule 12b-1 under the 1940 Act and sub-accounting fees (but
excluding nonrecurring account fees, fees on portfolio transactions such as exchange fees,
dividends and interest on securities sold short, fees and expenses of pooled investment vehicles
that are held by a Fund, interest, taxes, brokerage commissions, other expenditures which are
capitalized in accordance with generally accepted accounting principles, and other non-routine
expenses or extraordinary expenses not incurred in the ordinary course of such Fund’s business)
(the “Fund Operating Expenses”), exceed the Expense Limit as set forth on SCHEDULE A, such excess
amount will be the liability of Schwab and the Adviser.
2. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first month of the
Trust’s fiscal year, an adjustment payment shall be made by the appropriate party in order that the
actual Fund Operating Expenses of each Fund for the prior fiscal year do not exceed the Expense
Limit for each Fund as set forth on SCHEDULE A.
3. TERM AND TERMINATION. This Agreement shall continue in effect with respect to each Fund
until such time as the Adviser ceases to be the investment adviser to such fund. Nevertheless,
this Agreement may be terminated by the Trust or the Adviser, without payment of any penalty, upon
sixty (60) days’ prior written notice to the other parties at their principal place of business;
provided that, in the case of termination by the Adviser, such action shall be authorized by the
Trust’s Board of Trustees.
4. CAPTIONS. The captions in this Agreement are included for convenience of reference and in
no other way define or delineate any of the provisions hereof or otherwise affect their
construction or effect.
5. INTERPRETATION. Nothing herein contained shall be deemed to require the Trust or the Funds
to take any action contrary to the Trust’s Declaration of Trust or Bylaws, each as in effect from
time to time, or any applicable statutory or regulatory requirement, including without limitation
any requirements under the 1940 Act, to which it is subject or by which it is bound, or to relieve
or deprive the Trust’s Board of Trustees of its responsibility for or control of the conduct of the
affairs of the Trust or the Funds.
6. DEFINITIONS. Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from the terms and provisions of the Advisory
Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such
Advisory Agreement or the 1940 Act.
7. AMENDMENT. This Agreement may be amended only by a written instrument signed by each of
the parties hereto. SCHEDULE A may not be amended to increase a Fund’s Expense Limit unless such
amendment is authorized by the Trust’s Board of Trustees. Other amendments to SCHEDULE A will be
presented to the Trust’s Board of Trustees for ratification annually.
A copy of the Agreement and Declaration of Trust of the Trust, as amended, is on file with the
Secretary of The Commonwealth of Massachusetts and notice is hereby given that this instrument is
executed on behalf of the Trustees of the Trust as Trustees and not individually, and that the
obligations of or arising out of this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized, as of the day and year first above written.
| Schwab Capital Trust, On | Xxxxxxx Xxxxxx Investment | Xxxxxxx Xxxxxx & Co. Inc. | ||||||||||||
| behalf of the Funds | Management, Inc. | |||||||||||||
By:
|
/s/ Xxxxxx Xxxxxxx | By: | /s/ Xxxxxx Xxxxxxx | By: | /s/ Xxxxxxx X. Xxxx | |||||||||
Name:
|
Xxxxxx Xxxxxxx | Name: | Xxxxxx Xxxxxxx | Name: | Xxxxxxx X. Xxxx | |||||||||
Title:
|
Treasurer and Principal | Title: | Senior Vice President and | Title: | Executive Vice President | |||||||||
| Financial Officer | Chief Financial Officer | |||||||||||||
SCHEDULE A
| Fund | Expense Limit | |||
Schwab Premier Equity Fund — Investor Shares* |
1.02% | |||
Schwab Premier Equity Fund — Select Shares* |
1.02% | |||
Schwab Large-Cap Growth Fund — Investor Shares* |
0.99% | |||
Schwab Large-Cap Growth Fund — Select Shares* |
0.99% | |||
Schwab Core Equity Fund |
0.75% | |||
Schwab Dividend Equity Fund — Investor Shares* |
0.89% | |||
Schwab Dividend Equity Fund — Select Shares* |
0.89% | |||
Schwab Small-Cap Equity Fund — Investor Shares* |
1.12% | |||
Schwab Small-Cap Equity Fund — Select Shares* |
1.12% | |||
Schwab Hedged Equity Fund — Investor Shares* |
1.33% | |||
Schwab Hedged Equity Fund — Select Shares* |
1.33% | |||
Schwab Financial Services Fund |
0.94% | |||
Schwab Health Care Fund |
0.82% | |||
Schwab Balanced Fund |
0.00% | |||
Schwab International Core Equity Fund — Investor Shares* |
0.86% | |||
Schwab International Core Equity Fund — Select Shares* |
0.86% | |||
Schwab International Core Equity Fund — Institutional Shares* |
0.86% | |||
Schwab Target 2010 Fund |
0.00% | |||
Schwab Target 2015 Fund |
0.00% | |||
Schwab Target 2020 Fund |
0.00% | |||
Schwab Target 2025 Fund |
0.00% | |||
Schwab Target 2030 Fund |
0.00% | |||
Schwab Target 2035 Fund |
0.00% | |||
Schwab Target 2040 Fund |
0.00% | |||
| Fund | Expense Limit | |||
Schwab S&P 500 Index Fund — Investor Shares* |
0.09% | |||
Schwab S&P 500 Index Fund — Select Shares* |
0.09% | |||
Schwab S&P 500 Index Fund — e Shares* |
0.09% | |||
Schwab Institutional Select S&P 500 Fund |
0.09% | |||
Schwab Small-Cap Index Fund — Investor Shares* |
0.19% | |||
Schwab Small-Cap Index Fund — Select Shares* |
0.19% | |||
Schwab Total Stock Market Index Fund — Investor Shares* |
0.09% | |||
Schwab Total Stock Market Index Fund — Select Shares* |
0.09% | |||
Schwab International Index Fund — Investor Shares* |
0.19% | |||
Schwab International Index Fund — Select Shares* |
0.19% | |||
Schwab MarketTrack All Equity Portfolio |
0.50% | |||
Schwab MarketTrack Growth Portfolio —Investor Shares |
0.50% | |||
Schwab MarketTrack Growth Portfolio — P Shares |
0.35% | |||
Schwab MarketTrack Balanced Portfolio |
0.50% | |||
Schwab MarketTrack Conservative Portfolio — Investor Shares |
0.50% | |||
Schwab MarketTrack Conservative Portfolio — P Shares |
0.35% | |||
Laudus Small-Cap MarketMasters Fund — Investor Shares |
1.46% | |||
Laudus Small-Cap MarketMasters Fund — Select Shares |
1.31% | |||
Laudus International MarketMasters Fund — Investor Shares |
1.65% | |||
Laudus International MarketMasters Fund — Select Shares |
1.47% | |||
Schwab Fundamental U.S. Large Company Index Fund — Investor
Shares |
0.35% | |||
Schwab Fundamental U.S. Large Company Index Fund — Select
Shares |
0.35% | |||
Schwab Fundamental U.S. Large Company Index Fund —
Institutional Shares |
0.35% | |||
Schwab Fundamental U.S. Small-Mid Company Index Fund —
Investor Shares |
0.35% | |||
| Fund | Expense Limit | |||
Schwab Fundamental U.S. Small-Mid Company Index Fund —
Select Shares |
0.35% | |||
Schwab Fundamental U.S. Small-Mid Company Index Fund —
Institutional Shares |
0.35% | |||
Schwab Fundamental International Large Company Index Fund
Investor Shares |
0.35% | |||
Schwab Fundamental International Large Company Index Fund
Select Shares |
0.35% | |||
Schwab Fundamental International Large Company Index Fund
Institutional Shares |
0.35% | |||
Schwab Fundamental International Small-Mid Company Index Fund
— Investor Shares |
0.55% | |||
Schwab Fundamental International Small-Mid Company Index Fund
— Select Shares |
0.55% | |||
Schwab Fundamental International Small-Mid Company Index Fund
— Institutional Shares |
0.55% | |||
Schwab Fundamental Emerging Markets Index Fund — Investor
Shares |
0.60% | |||
Schwab Fundamental Emerging Markets Index Fund — Select
Shares |
0.60% | |||
Schwab Fundamental Emerging Markets Index Fund —
Institutional Shares |
0.60% | |||
Xxxxxx Monthly Income Fund — Moderate Payout |
0.00% | |||
Xxxxxx Monthly Income Fund — Enhanced Payout |
0.00% | |||
Schwab Monthly Income Fund — Maximum Payout |
0.00% | |||
| * | Over a period of time beginning on or about July 27, 2009 and ending on or about October 27, 2009 each of these funds will combine its share classes into a single class of shares, and the fund will discontinue offering multiple share classes to investors. |
Dated as of July 1, 2009
