1
PURCHASE AGREEMENT
Schwab Capital Trust (the "Trust"), a Massachusetts business trust, and
Xxxxxxx Xxxxxx & Co., Inc. ("Schwab"), a California corporation, hereby agree on
February 1, 1999 as follows:
1. The Trust hereby offers and Schwab hereby purchases 1 unit of
beneficial interest for Series M, N, and O of the Trust representing interests
in each of the series of shares known as Institutional Select S&P 500 Fund,
Institutional Select Large-Cap Value Index Fund and Institutional Select
Small-Cap Value Index Fund (such 1 unit of beneficial interest being hereafter
collectively known as a "Share") at a price of $10.00 per Share. Schwab hereby
acknowledges purchase of the Shares, and the Trust hereby acknowledges receipt
from Schwab of funds in the amount of $10.00 for each 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 "Schwab 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.
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed day and year first written above.
Attest: SCHWAB CAPITAL TRUST
/s/ Xxxxxxxxxxx Xxxx By: /s/ Xxxxxxx X. Xxxx
---------------- ------------------------
Xxxxxxxxxxx Xxxx Name: Xxxxxxx X. Xxxx
Title: Senior Vice President and
Chief Investment Officer
Attest: XXXXXXX XXXXXX & CO., INC.
/s/ Xxxxxxxxxxx Xxxx By: /s/ Xxx Xxxxxx
----------------- ----------------------
Xxxxxxxxxxx Xxxx Name: Xxx Xxxxxx
Title: Senior Vice President
3
Pursuant to the requirements of the Securities Act of 1933, as
amended (the "1933 Act"), and the Investment Company Act of 1940, as amended,
Registrant certifies that it meets all of the requirements for effectiveness of
this Post Effective Amendment No. 32 to Registrant's Registration Statement on
Form N-1A pursuant to Rule 485(b) under the 1933 Act and has duly caused this
Post-Effective Amendment No. 32 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Washington, District of Columbia, on
the 26th day of February, 1999.
SCHWAB CAPITAL TRUST
Registrant
Xxxxxxx X. Xxxxxx*
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Xxxxxxx X. Xxxxxx, Chairman
Pursuant to the requirements of the 1933 Act, this
Post-Effective Amendment No. 32 to Registrant's Registration Statement on Form
N-1A has been signed below by the following persons in the capacities indicated
this 26th day of February, 1999.
Signature Title
--------- -----
Xxxxxxx X. Xxxxxx* Chairman and Trustee
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Xxxxxxx X. Xxxxxx
Xxxxx Xxxxxx* President and Trustee
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Xxxxx Xxxxxx
Xxxxxxx X. Xxxxx* Executive Vice President,
------------- Trustee and
Xxxxxxx X. Xxxxx Chief Operating Officer
Xxxxxx X. Xxxxxxx* Trustee
-----------------
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxx* Trustee
----------------
Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxxx* Trustee
------------------
Xxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxx* Trustee
-----------------
Xxxxxxx X. Xxxxxx
Tai-Xxxx Xxxx* Treasurer and Principal Financial Officer
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Tai-Xxxx Xxxx
*By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Attorney-in-Fact
pursuant to Powers of Attorney previously filed.
