PURCHASE AGREEMENT
Schwab Capital Trust, a Massachusetts business trust (the "Trust"), and
Xxxxxxx Xxxxxx & Co., Inc., a California corporation ("Schwab"), hereby agree as
of March 28, 2007, as follows:
1. The Trust hereby offers and Schwab hereby purchases 1 unit of beneficial
interest of Investor Shares, 2 units of beneficial interest of Select Shares and
3 units of beneficial interest of Institutional Shares of each of Series EE of
the Schwab Fundamental US Large Company Fund, Series FF of the Schwab
Fundamental US Small-Mid Company Fund, and Series GG of the Schwab Fundamental
International Large Company Fund of the Trust (hereafter known as the "Funds"
and such units of beneficial interests 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 $180 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 "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.
4. That the Fund hereby elects to be governed by the provisions set forth
in Section 8 of Article IX of the Trust's Declaration of Trust, dated May 6,
1993, as amended on May 24, 2005.
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 Xxxxxxxx
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Xxxxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx
Senior Vice President and
Chief Investment Officer
Attest: XXXXXXX XXXXXX & CO., INC.
/s/ Xxxxxxxxxxx Xxxx By: /s/ Xxxx Xxxxx
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Xxxxxxxxxxx Xxxx Xxxx Xxxxx
Senior Vice President
Mutual Fund Client Services
