Exhibit (l)(xvii)
PURCHASE AGREEMENT
Schwab Capital Trust, a Massachusetts business trust (the "Trust"), and
Xxxxxxx Xxxxxx & Co., Inc., a California corporation ("Schwab"), hereby agree as
of June 29, 2005, as follows:
1. The Trust hereby offers and Schwab hereby purchases 1 unit each of
beneficial interest of the of the Series Y, Z, AA, and BB of the Trust,
representing interest in the Schwab Target 2010 Fund, Schwab Target 2020 Fund,
Xxxxxx Target 2030 Fund, Schwab Target 2040 Fund and Schwab Retirement Income
Fund (such unit of beneficial interest being hereafter collectively known as the
"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 $50.00 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.
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/ Xxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxx
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Xxxxx Xxxxxxx Xxxxxxx X. Xxxx
Senior Vice President and
Chief Investment Officer
Exhibit (l)(xvii)
Attest: XXXXXXX XXXXXX & CO., INC.
/s/ Xxxxx Xxxxxxx By: /s/ Xxxx Xxxxx
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Xxxxx Xxxxxxx Xxxx Xxxxx
Senior Vice President
