0000950123-09-069914 Sample Contracts

AMENDED AND RESTATED DISTRIBUTION AGREEMENT July 1, 2009
Distribution Agreement • December 10th, 2009 • Schwab Capital Trust • Massachusetts

This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, SCHWAB CAPITAL TRUST (the “Trust”), a Massachusetts business trust, has agreed that CHARLES SCHWAB & CO., INC. (the “Distributor”), a corporation organized under the laws of California, shall be, for the period of this Agreement, the distributor of the units of beneficial interest of the investment portfolios of the Trust identified on Schedule A hereto (each a “Fund”, and collectively, the “Funds”), and that, pursuant to a Shareholder Servicing Plan (the “Plan”) adopted by the Trust’s Board of Trustees, the Distributor shall facilitate payments to service providers who provide services to shareholders of the Trust (“Clients”) who purchase shares of the Funds. Such units of beneficial interest are hereinafter called “Shares.”

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SCHWAB CAPITAL TRUST EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 10th, 2009 • Schwab Capital Trust

This Agreement, dated as of July 1, 2009, is made and entered into by and between Charles Schwab Investment Management, Inc. (the “Adviser”), Charles Schwab & 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”).

TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN THE CHARLES SCHWAB FAMILY OF FUNDS, SCHWAB INVESTMENTS, SCHWAB CAPITAL TRUST, SCHWAB ANNUITY PORTFOLIOS AND BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency and Service Agreement • December 10th, 2009 • Schwab Capital Trust • Massachusetts

AGREEMENT made as of the 1st day of July 2009, by and between THE CHARLES SCHWAB FAMILY OF FUNDS, SCHWAB INVESTMENTS, SCHWAB CAPITAL TRUST, and SCHWAB ANNUITY PORTFOLIOS, each having its principal office and place of business at 211 Main Street, San Francisco, CA 94105 (each a “Fund”), and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at Two Heritage Drive, Quincy, Massachusetts 02171 (the “Transfer Agent”). Each Fund and the Transfer Agent may be referred to herein individually as a “Party” or, collectively, as the “Parties.”

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