0000950123-11-018562 Sample Contracts

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 25th, 2011 • Schwab Capital Trust

This amendment (the “Amendment”) to the Sub-Advisory Agreement is made as of December 2, 2004 by and between Charles Schwab Investment Management, Inc. (“CSIM”) and TCW Investment Management Company (the “Sub-Adviser”);

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AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 25th, 2011 • Schwab Capital Trust

This amendment (the “Amendment”) to the Sub-Advisory Agreement is made as of December 2, 2004 by and between Charles Schwab Investment Management, Inc. (“CSIM”) and William Blair & Company, L.L.C. (the “Sub-Adviser”);

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 25th, 2011 • Schwab Capital Trust

This amendment (the “Amendment”) to the Sub-Advisory Agreement is made as of December 2, 2004 by and between Charles Schwab Investment Management, Inc. (“CSIM”) and Tocqueville Asset Management, L.P. (the “Sub-Adviser”);

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 25th, 2011 • Schwab Capital Trust • California

AGREEMENT made this 4th day of May, 2009, by and between, Charles Schwab Investment Management, Inc. (“CSIM”), and Neuberger Berman Management LLC, (“Sub-Adviser”) a New York corporation.

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 25th, 2011 • Schwab Capital Trust

This amendment (the “Amendment”) to the Sub-Advisory Agreement is made as of July 16, 2010 by and among Charles Schwab Investment Management, Inc. (“CSIM”), American Century Global Investment Management, Inc. (“ACGIM”) and American Century Investment Management, Inc. (“ACIM”).

April 18, 2005 Ms. Evelyn Dilsaver President and Chief Executive Officer Charles Schwab Investment Management, Inc. 101 Montgomery Street San Francisco, CA 94104 Re: Amendment to Schedule B Dear Ms. Dilsaver:
Investment Sub-Advisory Agreement • February 25th, 2011 • Schwab Capital Trust

This letter agreement serves to amend Schedule B (“Schedule B”) to our investment sub-advisory agreement, dated January 31, 2002, as amended on March 26, 2003 and December 2, 2004, (the “Agreement”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 25th, 2011 • Schwab Capital Trust • California

AGREEMENT made this 3rd day of June 2010, by and between Charles Schwab Investment Management, Inc. (“CSIM”), and American Century Global Investment Management, Inc. (“Sub-Adviser”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 25th, 2011 • Schwab Capital Trust

This amendment (the “Amendment”) to the Sub-Advisory Agreement is made as of December 2, 2004 by and between Charles Schwab Investment Management, Inc. (“CSIM”) and Harris Associates LP (the “Sub-Adviser”);

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