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EXHIBIT (l)(xi)
PURCHASE AGREEMENT
Schwab Capital Trust (the "Trust"), a Massachusetts business trust, and
Xxxxxxx Xxxxxx & Co., Inc. ("Schwab"), a California corporation, hereby agree on
the 9th day of April, 1999 as follows:
1. The Trust hereby offers and Schwab hereby purchases 1 unit of
beneficial interest of each class of Series P of the Trust representing
interests in the two classes of shares known as Schwab Total Stock Market Index
Fund - Investor Shares and the Xxxxxx Total Stock Market Index Fund - Select
Shares, respectively, (such 1 unit of beneficial interest being hereafter
collectively known as a "Share") at a price of $20.00 per Share. Schwab hereby
acknowledges purchase of the Shares, and the Trust hereby acknowledges receipt
from Schwab of funds in the amount of $40.00 for such series of the Trust in
full payment for the Shares. It is further agreed that no certificate for the
Shares will be issued by the Trust.
2. Schwab represents and warrants to the Trust that the Shares are being
acquired for investment purposes and not with a view to the distribution
thereof.
3. The names "Schwab Capital Trust" and "Trustees of Schwab Capital Trust"
refer, respectively to the Trust created and the Trustees as Trustees but not
individually or personally, acting from time to time under an Agreement and
Declaration of Trust dated as of May 6, 1993, to which reference is hereby made
and a copy of which is on file at the Office of the Secretary of State of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of "Xxxxxx
Capital Trust" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are not made individually, but only in such
capacities, and are not binding upon any of the Trustees, Shareholders or
representatives of the Trust personally, but bind only the assets of the Trust,
and all persons dealing with any series of Shares of the Trust must look solely
to the assets for the Trust belonging to such series for the enforcement of any
claims against the Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed day and year first written above.
Attest: XXXXXX CAPITAL TRUST
/s/ Xxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxx
Xxxx Xxxxxx Name: Xxxxxxx X. Xxxx
Title: Senior Vice President and
Chief Investment Officer
Attest: XXXXXXX XXXXXX & CO., INC.
/s/ Xxxx Xxxxxx By: /s/ Xxx Xxxxxx
Xxxx Xxxxxx Name: Xxx Xxxxxx
Title: Senior Vice President
