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EXHIBIT 13(a)
PURCHASE AGREEMENT
SCHWAB CAPITAL TRUST (the "Trust"), a Massachusetts business trust, and
XXXXXXX XXXXXX & CO., INC. ("Schwab") a California Corporation, hereby agree
with each other as follows:
1. The Trust hereby offers Schwab and Schwab hereby purchases 10,000
Series A units of beneficial interest (representing interests in the Schwab
International Index Fund)in the Trust (such 10,000 units of beneficial interest
being hereafter collectively known as "Shares") 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 $100,000 in full
payment for the Shares.
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. Schwab agrees that if it or any direct or indirect transferee of
any of the Shares redeems any of the Shares prior to the fifth anniversary of
the date the Trust begins its investment activities, Schwab will pay to the
Trust an amount equal to the number resulting from multiplying the Trust's total
unamortized organizational expenses by a fraction, the numerator of which is
equal to the number of Shares redeemed by Schwab or such transferee and the
denominator of which is equal to the number of Shares outstanding as of the date
of such redemption, as long as the administrative position of the staff of the
Securities and Exchange Commission requires such reimbursement.
4. 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 the Declaration
of Trust, to which reference is hereby made and a copy of which is on file at
the office of the Secretary 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 made not
individually, but in such capacities, and are not binding upon any of the
Trustees, interest holders or representatives of the Trust personally, but bind
only the assets of the Trust, and all persons dealing with any series of units
of interest of the Trust
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must look solely to the assets of the Trust belonging to such series for the
enforcement of any claims against the Trust.
IN WITNESS THEREOF, the parties hereto have executed this Agreement as
of the 17th day of June, 1993.
Attest: XXXXXX CAPITAL TRUST
/s/ Xxxxxx Xxxxxx By: /s/ Xxx X. Xxxx
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Name: Xxx X. Xxxx
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Title: President and Chief
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Operating Officer
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Attest: XXXXXXX XXXXXX & CO., INC.
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Senior Vice President
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