Schwab Core Equity Fund N14 Registration statement for investment companies business combination

Schwab Core Equity Fund (SWANX) N-14Registration statement for investment companies business combination

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 2009

REGISTRATION NO. 33-_____

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

o Pre-Effective Amendment No.

o Post-Effective Amendment No.

SCHWAB CAPITAL TRUST

(Exact Name of Registrant as Specified in Charter)

101 Montgomery Street
San Francisco, CA 94104

(Address of Principal Executive Offices) (Zip code)

800.648.5300

(Registrant’s Telephone Number, including Area Code)

Name and Address of Agent for Service:

Randall W. Merk
101 Montgomery Street
San Francisco, CA 94104


Copies to:

	KOJI E. FELTON, ESQ.	TIMOTHY W. LEVIN, ESQ.
	Charles Schwab Investment Management, Inc.	Morgan, Lewis & Bockius LLP
	101 Montgomery Street	1701 Market Street
	San Francisco, CA 94104	Philadelphia, PA 19103

As soon as practicable after the Registration Statement becomes effective under the Securities Act of 1933.

It is proposed that this filing will become effective on July 17, 2009 pursuant to Rule 488.

No filing fee is due because the Registrant has previously registered an indefinite number of shares under the Securities Act of 1933 pursuant to Section 24(f) under the Investment Company Act of 1940.

SCHWAB CAPITAL TRUST
101 Montgomery Street
San Francisco, CA 94104
August ___, 2009

Dear Shareholder:

Enclosed is some important information concerning your investment in the Schwab Institutional Select S&P 500 Fund (the “Institutional Select Fund” or “Acquired Fund”).

We wish to inform you that the Board of Trustees of Schwab Capital Trust (the “Trust”), after careful consideration, has approved the reorganization of the Institutional Select Fund into the Schwab S&P 500 Index Fund (the “S&P 500 Fund” or “Surviving Fund” and, together with the Institutional Select Fund, the “Funds”). The Acquired Fund and the Surviving Fund pursue substantially similar investment objectives and have identical investment strategies and policies.

We expect that the reorganization will benefit shareholders as follows:

	•		The reorganization will result in a larger fund. Shareholders could potentially benefit from the growth in assets realized by the combination of the Funds, because the Surviving Fund can potentially take advantage of the benefits of any future economies of scale, including the ability to spread certain fixed costs across a larger asset base.

	•		The reorganization is intended to be tax-free to shareholders for federal income tax purposes, and will be accomplished in such a manner as to not dilute your investment.

At the close of business on September 9, 2009, the Acquired Fund will transfer its assets and liabilities to the Surviving Fund. In connection with the reorganization, you will receive shares of the Surviving Fund equal in aggregate net asset value to your shares of the Acquired Fund. We have enclosed a Prospectus/Information Statement that describes the reorganization in greater detail and contains important information about the Surviving Fund.

THE TRANSACTION WILL NOT REQUIRE ANY ACTION ON YOUR PART. You will automatically receive shares of the Surviving Fund in exchange for your shares of the Acquired Fund as of the closing date. If, after reviewing the information contained in the enclosed Prospectus/Information Statement, you do not wish to receive shares of the S&P 500 Fund pursuant to the reorganization, you may redeem your shares of the Institutional Select Fund at any time prior to the close of business on September 8, 2009. Keep in mind that any such redemption may have tax consequences and you should consult your tax advisor. If you have questions, you may contact us at (800) 648-5300. If you invest through another financial institution, such as a brokerage firm, please contact your financial institution should you have any questions.

You are a valued investor and we thank you for your continued investment in the Schwab Funds.


		Sincerely,

		Randall W. Merk
		President

SCHWAB CAPITAL TRUST
101 Montgomery Street
San Francisco, CA 94104

PROSPECTUS/INFORMATION STATEMENT
August ___, 2009


Acquisition of the assets and liabilities of:		By and in exchange for shares of:

Schwab Institutional Select S&P 500 Fund		Schwab S&P 500 Index Fund
A series of the Schwab Capital Trust		A series of the Schwab Capital Trust
c/o Charles Schwab Investment Management, Inc.		c/o Charles Schwab Investment Management, Inc.
101 Montgomery Street		101 Montgomery Street
San Francisco, California 94104		San Francisco, California 94104

This Prospectus/Information Statement is being furnished to shareholders of the Schwab Institutional Select S&P 500 Fund (the “Institutional Select Fund” or the “Acquired Fund”), a series of Schwab Capital Trust (the “Trust”), in connection with an Agreement and Plan of Reorganization (the “Plan”) that has been approved by the Board of Trustees of the Trust (the “Board”). Under the Plan, shareholders of the Acquired Fund will receive shares of the Schwab S&P 500 Index Fund (the “S&P 500 Fund” or the “Surviving Fund” and, together with the Acquired Fund, the “Funds”), a series of the Trust, equal in value to the aggregate value of the assets transferred by the Acquired Fund to the Surviving Fund less the liabilities of the Acquired Fund that are assumed by the Surviving Fund, as of the closing date of the reorganization (the “Reorganization”). After the Reorganization is complete, the Acquired Fund will be terminated. The Reorganization is expected to be completed after market close on or about September 9, 2009, such that shareholders of the Acquired Fund will become shareholders of the Surviving Fund on or about September 10, 2009.

The Board believes that the Reorganization is in the best interest of the Acquired Fund and that the interests of the Acquired Fund’s shareholders will not be diluted as a result of the Reorganization. For federal income tax purposes, the Reorganization is intended to be structured as a tax-free transaction for the Acquired Fund and its shareholders. Shareholders of the Acquired Fund are not being asked to vote on the Plan or approve the Reorganization because shareholder approval is not required under the Trust’s governing documents or the Investment Company Act of 1940. If, after reviewing the information contained in this Prospectus/Information Statement, you do not wish to receive shares of the S&P 500 Fund pursuant to the Reorganization, you may redeem your shares of the Institutional Select Fund at any time prior to the close of business on September 8, 2009.

The Acquired Fund and the Surviving Fund are each a series of the Trust, a Massachusetts business trust registered with the Securities and Exchange Commission (the “SEC”) as an open-end management investment company. The Trust currently consists of ___ separate series, including the Acquired Fund and the Surviving Fund. Charles Schwab Investment Management, Inc. (the “Adviser” or “CSIM”) serves as the investment adviser to both the Acquired Fund and the Surviving Fund.

The Funds have substantially similar investment objectives. The investment objective of the S&P 500 Fund is to seek to track the total return of the S&P 500 Index. The investment objective of the Institutional Select Fund is to seek high total return by tracking the performance of the S&P 500 Index. Each Fund pursues its investment objective by investing primarily in stocks that are included in the S&P 500 Index. It is each Fund’s policy that, under normal circumstances, it will invest at least 80% of its net assets in these stocks; typically, the actual percentage is considerably higher. See “Synopsis—Comparison of the

Investment Objectives, Strategies and Policies of the Funds” as well as “Additional Information about the Acquired Fund and Surviving Fund—Comparison of the Funds” for a more complete discussion of the Funds’ investment strategies.

This Prospectus/Information Statement and the enclosures are being mailed to shareholders on or about August ___, 2009. The Prospectus/Information Statement sets forth concisely the information that you should know about the Acquired Fund and Surviving Fund and the Reorganization. You should read it carefully and retain it for future reference. In addition, the prospectus for the Surviving Fund, dated February 28, 2009, as amended July 1, 2009, accompanies this Prospectus/Information Statement and is incorporated herein by reference.

The prospectus for the Acquired Fund, dated February 28, 2009, as amended July 1, 2009, has been filed with the SEC and is incorporated by reference into this Prospectus/Information Statement. A Statement of Additional Information dated August ___, 2009 relating to this Prospectus/Information Statement and the Reorganization has been filed with the SEC and is also incorporated by reference into this Prospectus/Information Statement. Additional information relating to the Acquired Fund is contained in the (a) Statement of Additional Information for the Fund, dated February 28, 2009, as amended July 1, 2009; (b) the Annual Report to shareholders of the Fund dated October 31, 2008; and (c) the Semi-Annual Report to shareholders of the Fund dated April 30, 2009. Additional information relating to the Surviving Fund is contained in the (a) Statement of Additional Information for the Fund, dated February 28, 2009, as amended July 1, 2009; (b) the Annual Report to shareholders of the Fund dated October 31, 2008; and (c) the Semi-Annual Report to shareholders of the Fund dated April 30, 2009. These Statements of Additional Information and Annual and Semi-Annual Reports have been filed with the SEC.

For a free copy of any of the documents described above, you may call 1-800-435-4000, or you may write to the Schwab Funds at the address listed on the cover of this Prospectus/Information Statement. You may also obtain these documents by accessing the Internet site for the Funds at www.schwab.com/schwabfunds. In addition, these documents may be obtained from the EDGAR database on the SEC’s Internet site at www.sec.gov. You may review and copy documents at the SEC Public Reference Room in Washington, DC or the SEC’s Chicago Regional Office located at 175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604 and the SEC’s New York Regional Office located at 3 World Financial Center, Suite 400, New York, NY 10281-1022 (for information on the operation of the Public Reference Room, call 1-202-551-8090). You may request documents by mail from the SEC, upon payment of a duplication fee, by writing to: Securities and Exchange Commission, Public Reference Section, Washington, DC 20549-1520. You may also obtain this information upon payment of a duplicating fee, by e-mailing the SEC at the following address: publicinfo@sec.gov.

This Prospectus/Information Statement and the enclosures are expected to be available to shareholders on or about August ___, 2009. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

AN INVESTMENT IN THE FUNDS IS NOT A DEPOSIT OF ANY BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN THE FUNDS INVOLVES INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS


I. SYNOPSIS			1

The Proposed Reorganization			1
Comparison of the Investment Objectives and Principal Investment Strategies of the Funds			1
Fees and Expenses			2
Purchase and Redemption Procedures; Exchange Procedures; Dividends, Distributions and Pricing			4

II. PRINCIPAL RISK FACTORS			4

Risks of the Acquired Fund and Surviving Fund			4

III. INFORMATION ABOUT THE REORGANIZATION			5

Material Features of the Plan			5
Description of Reorganization Shares			6
Reasons for Reorganization			6
Federal Income Tax Consequences			7
Shareholder Rights			9
Capitalization			9

IV. ADDITIONAL INFORMATION ABOUT THE SURVIVING FUND AND THE ACQUIRED FUND			10

Performance History			10
Comparison of the Funds			12
Investment objectives and principal investment strategies			12
Fundamental Investment Policies			13
Management of the Funds			13
Investment Adviser			13
Other Service Providers			13
Shareholder Information			14
Pricing of Fund Shares			14
Purchase and Redemption of Fund Shares			14
Dividends and Distributions			14
Distribution Arrangements			15
Financial Highlights			15
Principal Holders of Securities and Control Persons			17
Principal Shareholders			17
Control Persons			18

APPENDIX A: FORM OF AGREEMENT AND PLAN OF REORGANIZATION			A-1

I. SYNOPSIS

The following Synopsis provides a brief overview of the key points the Acquired Fund believes are typically of concern to shareholders considering a proposed transaction, such as the Reorganization. For further information and details about the proposed Reorganization, please see the entirety of the Prospectus/Information Statement that follows this Synopsis.

The Proposed Reorganization.

The Reorganization involves the transfer of all of the assets and liabilities of the Acquired Fund to the Surviving Fund in exchange for shares of the sole share class of the Surviving Fund. Currently, the Surviving Fund offers three separate share classes: Investor Shares, Select Shares and e.Shares. Prior to the Reorganization, these three separate share classes will be combined into a single class of shares of the Fund and the Surviving Fund will no longer offer separate share classes. Accordingly, shareholders of the Acquired Fund will receive shares of the sole remaining share class of the Surviving Fund in connection with the Reorganization. This transfer of assets and liabilities is expected to take place after market close on or about September 9, 2009. The transfer of assets by the Acquired Fund will occur at its then-current market value as determined in accordance with the Acquired Fund’s valuation procedures, and shares of the Surviving Fund to be issued to the Acquired Fund will be valued at their then-current net asset value as determined in accordance with the Surviving Fund’s valuation procedures. Shares of the Surviving Fund will be distributed to shareholders of the Acquired Fund at the Effective Time (as defined below) in exchange for their shares of the Acquired Fund. After completion of the Reorganization, each shareholder of the Acquired Fund will own shares of the Surviving Fund equal in value to the current net asset value of such shareholder’s shares of the Acquired Fund. Following the completion of the Reorganization, the Acquired Fund will be liquidated and its registration under the Investment Company Act of 1940 (the “1940 Act”) will be terminated.

The Reorganization is intended to be tax-free for U.S. Federal income tax purposes. This means that it is intended that shareholders of the Acquired Fund will become shareholders of the Surviving Fund without realizing any gain or loss for federal income tax purposes. This also means that it is intended that the Reorganization will be tax-free for the Surviving Fund.

The implementation of the Reorganization is subject to a number of conditions set forth in the Plan. Among the more significant conditions is the receipt by the Funds of an opinion of counsel to the effect that the Reorganization will be treated as a tax-free transaction to the Funds and their shareholders for federal income tax purposes, as described further below. For more information about the Reorganization, see “Information about the Reorganization” below.

The Acquired Fund will bear the costs and pay the expenses related to the preparation and assembly of this Prospectus/Information Statement and all mailing and other expenses associated with the Reorganization, which are expected to be approximately $___. If the Reorganization is not completed, CSIM will pay all such costs and expenses.

Comparison of the Investment Objectives and Principal Investment Strategies of the Funds

The Acquired Fund and Surviving Fund have substantially similar investment objectives. The investment objective of the S&P 500 Fund is to track the total return of the S&P 500 Index. The investment objective of the Institutional Select Fund is to seek high total return by tracking the performance of the S&P 500 Index. These investment objectives are fundamental, which means that they may not be changed by the Funds’ Board of Trustees without shareholder approval.

The Acquired Fund and the Surviving Fund pursue the same principal investment strategy. Each Fund pursues its investment objective by investing primarily in stocks that are included in the S&P 500 Index. It is each Fund’s policy that, under normal circumstances, it will invest at least 80% of its net assets in these stocks; typically, the actual percentage is considerably higher. Each of the Funds will notify its shareholders at least 60 days before changing this policy. In addition, each Fund generally gives the same weight to a given stock as the index does.

Like many index funds, each Fund also may invest in futures contracts (a contract to buy or sell a specific financial instrument at a specified price at a specific future time) and lend its securities to minimize the gap in performance that naturally exists between any index fund and its corresponding index. This gap occurs mainly because, unlike the index, the fund incurs expenses and must keep a small portion of its assets in cash for business operations. By using futures, the Funds potentially can offset a portion of the gap attributable to their cash holdings. In addition, any income realized through securities lending may help reduce the portion of the gap attributable to expenses.

The S&P 500 Index includes the stocks of 500 leading U.S. publicly traded companies from a broad range of industries. Standard & Poor’s, the company that maintains the index, uses a variety of measures to determine which stocks are listed in the index. Each stock is represented in the index in proportion to its total market value.

Index ownership — “Standard & Poor’s^®”, “S&P^®”, “S&P 500^®”, “Standard & Poor’s 500” and “500” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by the Funds. Each Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the Funds.

For further information about the Funds’ investment objectives and strategies, see “Additional Information about the Acquired Fund and Surviving Fund—Comparison of the Funds”.

Fees and Expenses.

Each Fund pays the same management fee to CSIM. In addition, CSIM and Charles Schwab & Co., Inc. (“Schwab”), the Funds’ distributor, have agreed to limit each Fund’s net operating expenses to 0.09% for so long as CSIM serves as investment adviser to the Fund. As discussed above, prior to the Reorganization, the Surviving Fund’s three share classes will be combined into a single class of shares of the Fund and the Surviving Fund will no longer offer separate share classes. Accordingly, shareholders of the Acquired Fund will receive shares of the sole remaining share class of the Surviving Fund in connection with the Reorganization.

The following table sets forth: (i) the fees and expenses of the Acquired Fund as of April 30, 2009; (ii) the fees and expenses of the Surviving Fund as of April 30, 2009, restated to reflect the fees and expenses of the Surviving Fund as if the combination of the Surviving Fund’s three share classes into a single class of shares occurred on April 30, 2009; and (iii) the estimated fees and expenses of the Surviving Fund on a pro forma basis after giving effect to the Reorganization, based on pro forma combined assets as of April 30, 2009. As reflected in footnotes to the fee table, certain fees and expenses of the Funds have been restated to reflect fund fees and expenses as of July 1, 2009.

ANNUAL FUND OPERATING EXPENSES (Unaudited)


	INSTITUTIONAL						PRO FORMA COMBINED
	SELECT			S&P 500			S&P 500 FUND
	FUND			FUND¹			(SURVIVING FUND)¹

SHAREHOLDER FEES (paid directly from your investment)
Redemption Fee (charged only to shares redeemed or exchanged within 30 days of purchase)		2.00	%²		2.00	%²		2.00	%²

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)
Management Fees		0.06	%³		0.06	%³		0.06	%
Distribution and Shareholder Service (12b-1) Fees	None.			None			None
Other Expenses		0.05	%⁴		0.05	%⁵		0.05	%
Total Annual Fund Operating Expenses		0.11	%		0.11	%		0.11	%
Less Expense Reduction		(0.02	%)⁶		(0.02	%)⁶		(0.02	%)⁶
Net Operating Expenses		0.09	%		0.09	%		0.09	%


¹		Currently, the S&P 500 Fund offers three separate share classes: Investor Shares, Select Shares and e.Shares. Prior to the Reorganization, these three separate share classes will be combined into a single class of shares of the Fund and the S&P 500 Fund will no longer offer separate share classes. Accordingly, shareholders of the Acquired Fund will receive shares of the sole remaining share class of the S&P 500 Fund in connection with the Reorganization. The fees and expenses of the S&P 500 Fund have been restated to reflect the fees and expenses of the S&P 500 Fund as if the combination of the S&P 500 Fund’s three share classes into a single class of shares occurred on April 30, 2009.

²		Charged only on shares you sell or exchange 30 days or less after buying them and paid directly to the Funds.

³		Restated to reflect each Fund’s current management fee as of July 1, 2009.

⁴		Restated to reflect the Institutional Select Fund’s current fees and expenses as of July 1, 2009.

⁵		Restated to reflect the S&P 500 Fund’s current fees and expenses as of July 1, 2009 and to give effect to the combination of the S&P 500 Fund’s three existing share classes into a single share class as if such combination occurred on April 30, 2009.

⁶		Effective May 5, 2009, Schwab and CSIM have agreed to limit each Fund’s “net operating expenses” (excluding interest, taxes and certain non-routine expenses) to 0.09% for so long as CSIM serves as investment advisor to the Funds. This agreement may only be amended or terminated with the approval of a Fund’s Board of Trustees.

Example: This Example is intended to help you compare the current cost of investing in the Acquired Fund and the Surviving Fund, and also allows you to compare these costs with the cost of investing in other mutual funds. Your actual costs may be higher or lower.

The Example below includes a Fund’s operating expenses, and assumes that you invest $10,000 in a Fund for the time periods indicated and that you sell your shares at the end of the period. In addition, the Example assumes that each year your investment has a 5% return, a Fund’s operating expenses remain the same and you reinvest all dividends and distributions. The expenses would be the same whether you stayed in the Funds or sold your shares at the end of each period. The figures are based on net operating expenses.


	1		3		5		10
	Year		Years		Years		Years

INSTITUTIONAL SELECT FUND	$	9	$	29	$	51	$	115
S&P 500 FUND*	$	9	$	29	$	51	$	115
PRO FORMA COMBINED S&P 500 FUND*	$	9	$	29	$	51	$	115


*		Currently, the S&P 500 Fund offers three separate share classes: Investor Shares, Select Shares and e.Shares. Prior to the Reorganization, these three separate share classes will be combined into a single class of shares of the Fund and the S&P 500 Fund will no longer offer separate share classes. Accordingly, shareholders of the Acquired Fund will receive shares of the sole share class of the S&P 500 Fund in connection with the Reorganization. The fees and expenses of the Surviving Fund have been restated to reflect the fees and expenses of the Surviving Fund as if the combination of the Surviving Fund’s three share classes into a single class of shares of the Fund occurred on April 30, 2009.

The projected post-Reorganization pro forma Annual Fund Operating Expenses and Example Expenses presented above are based on numerous material assumptions, including (1) that the current contractual agreements will remain in place and (2) that certain fixed costs involved in operating the Acquired Fund will be eliminated. Although these projections represent good faith estimates, there can be no assurance that any particular level of expenses or expense savings will be achieved because expenses depend on a variety of factors, including the future level of the Surviving Fund’s assets, many of which are beyond the control of the Surviving Fund and CSIM.

Purchase and Redemption Procedures; Exchange Procedures; Dividends, Distributions and Pricing.

The procedures for purchasing, redeeming and exchanging shares of the Surviving Fund are the same as the transaction procedures applicable to the Acquired Fund. You may continue to purchase and redeem shares of the Acquired Fund prior to the Reorganization.

Every year, each Fund distributes to its shareholders substantially all of its net investment income and net capital gains, if any. These distributions typically are paid in December to all shareholders of record.

The Funds are open for business each day that the New York Stock Exchange (NYSE) is open. A Fund calculates its share price each business day as of the close of the NYSE (generally 4 p.m. Eastern time). A Fund’s share price is its net asset value per share, or NAV, which is the Fund’s net assets divided by the number of its shares outstanding. Orders to buy, sell or exchange shares that are received by a Fund in good order on or prior to the close of the Fund (generally 4 p.m. Eastern time) will be executed at the next share price calculated that day.

In valuing their securities, the Funds use market quotes or official closing prices if they are readily available. In cases where quotes are not readily available, a Fund may value securities based on fair values developed using methods approved by the Fund’s Board of Trustees. The Funds’ procedures for valuing their assets are the same.

II. PRINCIPAL RISK FACTORS.

Risks of the Acquired Fund and Surviving Fund

The principal risks of investments in each Fund are identical.

Market Risk. Stock markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the Funds will fluctuate, which means that you could lose money.

Investment Style Risk. An investment in the Funds follows the large-cap portion of the U.S. stock market, as measured by the index. It follows these stocks during upturns as well as downturns. Because of their indexing strategies, the Funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of the Funds’ expenses, the Funds’ performance is normally below that of the index.

Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, the equity market tends to move in cycles which may cause stock prices to fall over short or extended periods of time.

Large-Cap Risk. Although the S&P 500 Index encompasses stocks from many different sectors of the economy, its performance primarily reflects that of large-cap stocks, which tend to go in and out of favor based on market and economic conditions. As a result, during a period when these stocks fall behind other types of investments—bonds or mid- or small-cap stocks, for instance—the Funds’ performance also will lag those investments.

Derivatives Risk. The Funds may use derivatives (including futures) to enhance returns. The Funds’ use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. These risks could cause the Funds to lose more than the principal amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately larger impact on the Funds.

Securities Lending Risk. Each Fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When each Fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the Fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. A Fund may pay lending fees to a party arranging the loan.

III. INFORMATION ABOUT THE REORGANIZATION

Material Features of the Plan

The Plan sets forth the terms and conditions of the Reorganization. Material provisions of the Plan are summarized below; however, this summary is qualified in its entirety by reference to the Plan, a form of which is attached as Appendix A to this Prospectus/Information Statement.

At the consummation of the Reorganization, which is expected to occur at the close of business on or about September 9, 2009 (the “Effective Time”), all of the assets and liabilities of the Acquired Fund will be transferred to the Surviving Fund in exchange for shares of the Surviving Fund, such that at and after the Effective Time, the assets and liabilities of the Acquired Fund will become the assets and liabilities of the Surviving Fund. The transfer of assets by the Acquired Fund will occur at their then-current market value as determined in accordance with the Acquired Fund’s valuation procedures and shares of the Surviving Fund to be issued to the Acquired Fund shall be valued at their then-current net asset value determined in accordance with the Surviving Fund’s valuation procedures. Shares of the Surviving Fund will be distributed to shareholders of the Acquired Fund in exchange for their shares of the Acquired Fund. After completion of the Reorganization, each shareholder of the Acquired Fund will own shares of the Surviving Fund equal in value to the current net asset value of such shareholder’s shares of the Acquired Fund. Following the completion of the Reorganization, the Acquired Fund will be liquidated and its registration under the Investment Company Act of 1940 will be terminated.

The Plan provides that the Board will declare a dividend or dividends with respect to the Acquired Fund prior to the Effective Time. This dividend, together with all previous dividends, will have the effect of

distributing to the shareholders of the Acquired Fund all undistributed ordinary income earned and net capital gains recognized up to and including the Effective Time. The shareholders of the Acquired Fund will recognize ordinary income and capital gain with respect to this distribution and such income and gain may be subject to federal, state and/or local taxes.

The stock transfer books of the Trust with respect to the Acquired Fund will be permanently closed as of the close of business on the day immediately preceding the Effective Time. Redemption requests received thereafter by the Trust with respect to the Acquired Fund will be deemed to be redemption requests for shares of the Surviving Fund issued pursuant to the Plan. If any shares of the Acquired Fund are represented by a share certificate, the certificate must be surrendered to the Trust’s transfer agent for cancellation before the Surviving Fund shares issuable to the shareholder pursuant to this Plan will be redeemed. The Surviving Fund does not expect to issue share certificates with respect to the Surviving Fund. Any special options relating to a shareholder’s account in the Acquired Fund will transfer over to the Surviving Fund without the need for the shareholder to take any action.

The Reorganization is subject to a number of conditions as set forth in the Plan, a form of which is attached hereto as Appendix A. Except as set forth below, the Trust, by consent of its Board or an officer authorized by the Board, may waive any condition to the obligations of the Acquired Fund or the Surviving Fund under the Plan if, in its or such officer’s judgment, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquired Fund or the shareholders of the Surviving Fund. Certain conditions under the Plan cannot be waived by the Trust, including the condition that the Funds receive a favorable tax opinion from Morgan, Lewis & Bockius LLP. The Board may abandon the Plan and the Reorganization at any time for any reason prior to the Effective Time. The Plan provides further that at any time prior to the Reorganization the Funds may amend any of the provisions of the Plan; provided, however, that (i) no such amendment may have the effect of changing the provisions for determining the number of the Surviving Fund shares to be issued to the Acquired Fund shareholders under the Plan to the detriment of such Acquired Fund shareholders; and (ii) the Board determines that such amendment is in the best interest of shareholders of the Acquired Fund and the Surviving Fund.

The Acquired Fund will bear the expenses incurred in connection with the Reorganization. These expenses are estimated to be $___.

Description of Reorganization Shares

Shares of the Surviving Fund will be issued to the Acquired Fund’s shareholders in accordance with the Plan. Currently, the Surviving Fund offers three separate share classes: Investor Shares, Select Shares and e.Shares. Prior to the Reorganization, these three separate share classes will be combined into a single class of shares of the Fund and shareholders of the Acquired Fund will receive shares of the sole remaining share class of the Surviving Fund in connection with the Reorganization. At the time of the Reorganization, there will be no material differences in the transactional or other procedures between the Acquired Fund and Surviving Fund.

For additional information about the Surviving Fund shares, see “Additional Information about the Funds—Shareholder Information.”

Reasons for Reorganization

The Board considered the Reorganization at a meeting of the Board of Trustees on April 27, 2009, and the Board, including a majority of the Trustees who are not “interested persons” of the Trust as that term is defined in the 1940 Act, approved the Plan at such meeting. In approving the Reorganization, the Board of the Acquired Fund determined that (i) participation in the Reorganization is in the best interest of the Acquired Fund’s

shareholders; and (ii) the interests of the Acquired Fund’s shareholders will not be diluted as a result of the Reorganization.

In making this determination, the Board of the Acquired Fund considered a number of factors, including:

	•		the investment objectives of the Acquired Fund and the Surviving Fund are substantially similar;

	•		the principal investment strategies of the Acquired Fund and the Surviving Fund are the same;

	•		the possibility that greater aggregate assets upon consummation of the Reorganization would allow the Surviving Fund to take advantage of the possible benefits of a larger asset base, including future economies of scale and spreading costs across a larger asset base to the potential benefit of all shareholders;

	•		the future prospects of the Acquired Fund if the Reorganization was not effected, including the Fund’s continuing viability as a stand-alone series of the Trust;

	•		the Reorganization is intended to be tax-free for federal income tax purposes for shareholders of the Acquired Fund; and

	•		the similarity of the fees and expenses of the Acquired Fund to those of the Surviving Fund, including that the management fee with respect to the Acquired Fund is identical to that of the Surviving Fund;

	•		that Schwab and CSIM have agreed to limit the “net operating expenses” (excluding interest, taxes, and certain non-routine expenses) of each Fund to 0.09% for so long as CSIM serves as investment adviser to the Fund.

The Board of the Surviving Fund has also determined that (i) participation in the Reorganization is in the best interest of the Surviving Fund’s shareholders; and (ii) the interests of the Surviving Fund’s shareholders will not be diluted as a result of the Reorganization.

Federal Income Tax Consequences

Each Fund intends to qualify as of the Effective Time as a “regulated investment company” under the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, each of the Funds has been, and expects to continue to be, relieved of all or substantially all federal income taxes. Consummation of the transaction is subject to the condition that the Trust receive an opinion from Morgan, Lewis & Bockius LLP, subject to appropriate factual assumption and customary representations, to the effect that for federal income tax purposes:

(1)

The transfer of all of the assets and liabilities of the Acquired Fund to the Surviving Fund in exchange for shares of the Surviving Fund and the distribution to shareholders of the Acquired Fund of shares of the Surviving Fund, as described in the Plan, will constitute a tax-free “reorganization” within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Surviving Fund each will be considered “a party to a reorganization” within the meaning of Section 368(b) of the Code;

	(2)		No gain or loss will be recognized by the Acquired Fund upon the transfer of all of its assets to the Surviving Fund in exchange solely for the issuance of shares of the Surviving Fund and the assumption by the Surviving Fund of the Acquired Fund’s liabilities, if any, or upon the distribution by the Acquired Fund to its shareholders of shares of the Surviving Fund received as a result of the Reorganization;

	(3)		No gain or loss will be recognized by the Surviving Fund upon the receipt by it of all of the assets of the Acquired Fund in exchange solely for the issuance of shares of the Surviving Fund and the assumption by the Surviving Fund of the Acquired Fund’s liabilities, if any;

	(4)		The aggregate adjusted tax basis of the Surviving Fund shares received by a shareholder of the Acquired Fund will be the same as the tax basis of the shareholder’s Acquired Fund shares immediately prior to the Reorganization;

	(5)		The adjusted tax basis of the assets received by the Surviving Fund pursuant to the Reorganization will be the same as the tax basis of the assets in the hands of the Acquired Fund immediately before the Reorganization;

	(6)		The holding period for the shares of the Surviving Fund received by the Acquired Fund’s shareholders will include the holding period of the Acquired Fund shares surrendered in exchange therefor, provided that the shareholder held such shares of the Acquired Fund as capital assets; and

	(7)		The holding period for the Surviving Fund with respect to the assets of the Acquired Fund received in the Reorganization will include the period for which such assets were held by the Acquired Fund.

No opinion will be expressed as to the effect of the Reorganization on (i) the Acquired Fund or the Surviving Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting and (ii) any Acquired Fund or the Surviving Fund shareholder that is required to recognize unrealized gains and losses for federal income tax purposes under a mark-to-market system of accounting.

As of its tax year ended October 31, 2008, the Acquired Fund had unutilized capital loss carryforwards of approximately $127,699,000. The final amount of unutilized capital loss carryforwards for the Acquired Fund is subject to change and will not be finally determined until the Effective Time of the Reorganization. Under Section 382 of the Code, the ability of the Surviving Fund to fully utilize the capital loss carryforwards of the Acquired Fund may be limited because the Reorganization will result in a change in control of the Acquired Fund. Therefore, the capital loss carryforwards that may be utilized as tax deductions by the Surviving Fund will be limited each taxable year to an amount equal to the value of the capital stock of the Acquired Fund at the time of the Reorganization multiplied by an interest rate set monthly by the Internal Revenue Service (“IRS”) that approximates a tax-exempt bond yield. Such capital loss carryforwards of the Acquired Fund will expire as follows: $6,440,000 in 2009; $27,646,000 in 2010; $1,609,000 in 2011; $2,359,000 in 2014; and $89,645,000 in 2016.

The Funds have not sought a tax ruling on the federal tax consequences of the Reorganization from the IRS. The opinion to be received from Morgan, Lewis & Bockius LLP, with respect to the federal income tax consequences of the Reorganization described in this section is not binding on the IRS and does not preclude the IRS from adopting a contrary position.

Shareholders should consult their own advisors concerning the potential tax consequences to them, including state and local income tax consequences.

Shareholder Rights

The Trust is organized as a Massachusetts business trust. The Acquired Fund and the Surviving Fund are both series of the Trust and, therefore, shareholders of the Acquired Fund and the Surviving Fund are shareholders of the same legal entity, the Trust. The Trust’s Amended and Restated Declaration of Trust (“Declaration of Trust”), the Trust’s governing document, does not afford any rights to the shareholders of the Surviving Fund that differ in any material respect from the rights afforded to the shareholders of the Acquired Fund.

Each share in the Surviving Fund represents an equal proportionate interest in the Surviving Fund and each shareholder is entitled to such dividends and distributions out of the income earned on the assets belonging to the Fund as are declared in the discretion of the Trust’s Board. When sold in accordance with the Declaration of Trust, and for the consideration described in its registration statement, shares of the Surviving Fund will be fully paid and non-assessable.

Surviving Fund shares have no preemptive rights and only such conversion or exchange rights as the Board may grant in its discretion. In the event of a liquidation or dissolution of the Surviving Fund, its shareholders are entitled to receive the assets available for distribution belonging to the Surviving Fund and a proportionate distribution, based upon the relative asset values of the Trust’s portfolios, of any general assets of the Trust not belonging to any particular portfolio of the Trust which are available for distribution. In the event of a liquidation or dissolution of the Trust, its shareholders will be entitled to the same distribution process.

Capitalization.

The Surviving Fund’s total capitalization after the Reorganization will be greater than the current capitalization of the Acquired Fund as a result of the combination of the Acquired Fund with the Surviving Fund. As discussed above, prior to the Reorganization, the Surviving Fund’s three share classes will be combined into a single class of shares of the Fund and the shareholders of the Acquired Fund will receive shares of the sole remaining share class of the Surviving Fund in connection with the Reorganization. The following table sets forth on an unaudited basis:

	(1)		the capitalization of the Institutional Select Fund as of April 30, 2009;

	(2)		the capitalization of the S&P 500 Fund as of April 30, 2009; and

	(3)		the pro forma capitalization of the S&P 500 Fund as adjusted to give effect to the Reorganization and the combination of the S&P 500 Fund’s three share classes into a single class of shares as if such combination occurred on April 30, 2009.

All numbers in the table below are x 1,000, except Net Asset Value Per Share.


					PRO FORMA
	INSTITUTIONAL		S&P 500		COMBINED S&P 500 FUND
	SELECT FUND		FUND		(SURVIVING FUND)*
Investor Shares
Total Net Assets			$	2,209,167
Shares Outstanding				163,235
Net Asset Value Per Share			$	13.53
Select Shares
Total Net Assets	$	2,490,869	$	2,236,618	$	7,071,098
Shares Outstanding		359,709		164,751		520,862
Net Asset Value Per Share	$	6.92	$	13.58	$	13.58
e.Shares
Total Net Assets			$	134,444
Shares Outstanding				9,936
Net Asset Value Per Share			$	13.53


*		Currently, the S&P 500 Fund offers three separate share classes: Investor Shares, Select Shares and e.Shares. Prior to the Reorganization, these three separate share classes will be combined into a single class of shares of the Fund and the S&P 500 Fund will no longer offer separate share classes. Accordingly, shareholders of the Acquired Fund will receive shares of the sole remaining share class of the S&P 500 Fund in connection with the Reorganization. The capitalization of the Pro Forma Combined S&P 500 Fund (Surviving Fund) has been calculated as if the combination of the S&P 500 Fund’s three share classes into a single class of shares occurred on April 30, 2009.

This information is for informational purposes only. There is, of course, no assurance that the Reorganization will be consummated. Moreover, if consummated, the capitalization of the Acquired Fund and the Surviving Fund is likely to be different at the Effective Time as a result of daily share purchase and redemption activity in the Funds. Accordingly, the foregoing should not be relied upon to reflect the number of shares of the Surviving Fund that actually will be received on or after such date.

IV. ADDITIONAL INFORMATION ABOUT THE SURVIVING
FUND AND THE ACQUIRED FUND

Performance History

Set forth below is past performance information for the Acquired Fund and the Surviving Fund. As discussed above, prior to the Reorganization, the Surviving Fund’s three share classes will be combined into a single class of shares of the Fund and the shareholders of the Acquired Fund will receive shares of the sole remaining share class of the Surviving Fund in connection with the Reorganization. The performance and financial history of the sole remaining share class of the Surviving Fund will be that of the Surviving Fund’s current Select Shares. Accordingly, the past performance information of the Surviving Fund’s Select Shares is shown below. Because the Investor Shares and e.Shares of the Surviving Fund invest in the same portfolio of securities as the Select Shares of the Fund, returns for these classes were substantially similar to those of the Select Shares. Performance was different only to the extent that the Investor Shares and e.Shares incurred higher expenses than the Select Shares of the Surviving Fund prior to May 5, 2009.

The following total returns information shows the returns of the Acquired Fund and the Surviving Fund’s Select Shares before and after taxes, and compares the performance (which varies over time) of the Funds to that of an index. The index is unmanaged and does not include expenses or taxes. All figures assume distributions were reinvested.

The after-tax figures:

	•		reflect the highest individual federal marginal income tax rates that applied during the period, but assume no state or local taxes

	•		with respect to the Surviving Fund, are shown for the Select Shares only, and would be different for the other share classes

	•		may not reflect your actual after-tax performance

	•		may not be relevant to shares in an IRA, 401(k) or other tax-advantaged retirement account.

Keep in mind that future performance (both before and after taxes) may differ from past performance.


	1 year		5 year		10 year		Since inception

Before taxes		-36.72		-2.18		-1.45		2.30	¹
After taxes on distributions		-37.01		-2.53		-1.86		1.86	¹
After taxes on distributions and sale of shares		-23.50		-1.84		-1.35		1.82	¹
S&P 500 Index		-37.00		-2.19		-1.38		2.40	²


¹		Inception: 5/19/97.

²		From: 5/19/97.


	1 year		5 year		Since inception

Before taxes		-36.85		-2.17		-1.85	¹
After taxes on distributions		-37.12		-2.52		-2.27	¹
After taxes on distributions and sale of shares		-23.60		-1.85		-1.70	¹
S&P 500 Index		-37.00		-2.19		-1.80	²


¹		Inception: 2/1/99.

²		From: 2/1/99

Comparison of the Funds

Investment objectives and principal investment strategies.

The following is a comparison of the investment objectives and principal investment strategies. As stated above, the Acquired Fund and Surviving Fund have substantially similar investment objectives, and they pursue the same principal investment strategy.


INSTITUTIONAL SELECT FUND		S&P 500 FUND
(the Acquired Fund)		(the Surviving Fund)

Investment Objective		Investment Objective

The Fund seeks high total return by tracking the performance of the S&P 500 Index.		The Fund’s goal is to track the total return of the S&P 500 Index.

Principal Investment Strategies		Principal Investment Strategies

To pursue its goal, the Fund generally invests in stocks that are included in the index. It is the Fund’s policy that under normal circumstances it will invest at least 80% of its net assets in these stocks; typically, the actual percentage is considerably higher. The Fund will notify its shareholders at least 60 days before changing this policy. The Fund generally gives the same weight to a given stock as the index does.		To pursue its goal, the Fund generally invests in stocks that are included in the index. It is the Fund’s policy that under normal circumstances it will invest at least 80% of its net assets in these stocks; typically, the actual percentage is considerably higher. The Fund will notify its shareholders at least 60 days before changing this policy. The Fund generally gives the same weight to a given stock as the index does.

Like many index funds, the Fund may invest in futures contracts (a contract to buy or sell a specific financial instrument at a specified price at a specific future time) and lend its securities to minimize the gap in performance that naturally exists between any index fund and its corresponding index. This gap occurs mainly because, unlike the index, the Fund incurs expenses and must keep a small portion of its assets in cash for business operations. By using futures, the Fund potentially can offset a portion of the gap attributable to its cash holdings. In addition, any income realized through securities lending may help reduce a portion of the gap attributable to expenses.		Like many index funds, the Fund also may invest in futures contracts (a contract to buy or sell a specific financial instrument at a specified price at a specific future time) and lend its securities to minimize the gap in performance that naturally exists between any index fund and its corresponding index. This gap occurs mainly because, unlike the index, the Fund incurs expenses and must keep a small portion of its assets in cash for business operations. By using futures, the Fund potentially can offset a portion of the gap attributable to its cash holdings. In addition, any income realized through securities lending may help reduce the portion of the gap attributable to expenses.

Large-cap stocks		Large-cap stocks

Although the 500 companies in the index constitute only about 11% of all the publicly traded companies in the United States, they represent approximately 77% of the total value of the U.S. stock market. (All figures are as of 12/31/08). For this reason, the index is widely used as a measure of overall U.S. stock market performance.		Although the 500 companies in the index constitute only about 11% of all the publicly traded companies in the United States, they represent approximately 77% of the total value of the U.S. stock market. (All figures are as of 12/31/08.) Companies of this size are generally considered large-cap stocks. Their performance is widely followed, and the index itself is popularly seen as a measure of overall U.S. stock market performance.


Because the index weights a stock according to its market capitalization (total market value of all shares outstanding), larger stocks have more influence on the performance of the index than do the index’s smaller stocks.		Because the index weights a stock according to its market capitalization (total market value of all shares outstanding), larger stocks have more influence on the performance of the index than do the index’s smaller stocks.

Fundamental Investment Policies.

A “fundamental investment policy” may be changed only by vote of a majority of a Fund’s outstanding shares. With the exception of the Funds’ investment objectives, which are substantially similar, the Acquired Fund and Surviving Fund have identical fundamental investment policies.

Management of the Funds

Investment Adviser

CSIM, a wholly owned subsidiary of The Charles Schwab Corporation located at 101 Montgomery Street, San Francisco CA 94104, serves as the investment adviser and the administrator of the Acquired Fund and the Surviving Fund. CSIM receives a management fee for the services it performs for the Funds. Effective July 1, 2009, CSIM charges a management fee of 0.06% of the average daily net assets of each of the Funds.

The portfolio managers of the Funds are the same:

Jeffrey Mortimer, CFA, senior vice president and chief investment officer of CSIM, is responsible for the overall management of each of the Funds. Prior to joining CSIM in October 1997, he worked for more than eight years in asset management.

Larry Mano, a managing director and portfolio manager of CSIM, is responsible for the day-to-day co-management of each of the Funds. Prior to joining CSIM in November 1998, he worked for 20 years in equity management.

Ron Toll, a portfolio manager of CSIM, is responsible for the day-to-day co-management of each of the Funds. He joined CSIM in 1998, became Manager, Portfolio Operations in 2000, Manager, Portfolio Operations and Analytics in 2005 and was named to his current position in 2007.

Other Service Providers. The Funds’ other service providers are the same. These entities are listed below.


Charles Schwab & Co., Inc.		Distributor
101 Montgomery Street		Shareholder Servicing Fee Paying Agent
San Francisco, California 94104

State Street Bank and Trust Company		Custodian
Boston, Massachusetts 02102		Fund Accountant

Boston Financial Data Services, Inc.		Transfer Agent
Two Heritage Drive
Quincy, Massachusetts 02171

Shareholder Information

Shareholder information, such as pricing of Fund shares, purchase and redemption of Fund shares, frequent purchases and redemption of Fund shares, distributions and tax consequences of buying and selling shares, are generally the same between the Funds. A summary of this information is included below. More detailed shareholder information is contained in each Fund’s prospectus, dated February 28, 2009, as amended July 1, 2009, which are incorporated herein by reference. The Statement of Additional Information for the Acquired Fund and the Surviving Fund, dated February 28, 2009, as amended July 1, 2009, also contains additional information concerning these matters. A free copy of these documents is available upon request as described on the first page of this Prospectus/Information Statement. In addition, the prospectus for the Surviving Fund, dated February 28, 2009, as amended July 1, 2009, accompanies this Prospectus/Information Statement.

Pricing of Fund Shares

Purchase and Redemption of Fund Shares

At the time of the Reorganization, the procedures for purchasing, redeeming and exchanging shares of the Surviving Fund will be the same as those of the Acquired Fund. You may continue to purchase and redeem shares of the Acquired Fund prior to the Reorganization.

The initial investment minimum for the Surviving Fund is $100, and there is no subsequent investment minimum. In addition, there is no minimum balance requirement.

The Funds are intended for long-term investment, and the Funds’ Board has adopted policies and procedures intended to deter short-term or excessive trading, which may include trade activity monitoring, imposition of redemption fees and fair value pricing.

Dividends and Distributions

Each Fund allows shareholders to choose among the same three options for Fund distributions. The three options are described below. Your current option for Fund distributions will not change on consummation of the Reorganization.


Option		Features

Reinvestment		All dividends and capital gain distributions are invested automatically in shares of the Fund.

Cash/reinvestment mix		You receive payment for dividends, while any capital gain distributions are invested automatically in shares of the Fund.

Cash		You receive payment for all dividends and capital gain distributions.

Distribution Arrangements

Pursuant to an Amended and Restated Distribution Agreement with the Trust, Schwab, a wholly owned subsidiary of The Charles Schwab Corporation and a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), acts as the distributor and principal underwriter for both Funds. Shares of the Funds are offered for sale on a continuous basis at NAV. The Funds have not adopted a plan of distribution (i.e., a 12b-1 Plan). Under the Amended and Restated Distribution Agreement between Schwab and the Trust, Schwab will use appropriate efforts to solicit orders for the sale of shares of the Funds, which might include advertising, compensation of dealers or sales personnel, and preparation of sales literature. Schwab receives no compensation from the Funds for acting as distributor for the Funds.

Effective July 1, 2009, the Board of Trustees has adopted a Shareholder Servicing Plan (the “Plan”) on behalf of each Fund. The Plan enables each of the Funds, directly or indirectly through Schwab, to bear expenses relating to the provision by service providers, including Schwab, of certain account maintenance, customer liaison and shareholder services to the current shareholders of the Funds. Pursuant to the Plan, each Fund is subject to an annual shareholder servicing fee of 0.02%.

Additional information about distribution arrangements of the Funds is contained in the prospectuses for each of the Acquired Fund and the Surviving Fund, dated February 28, 2009, as amended July 1, 2009, which are incorporated herein by reference. The Statement of Additional Information for the Acquired Fund and the Surviving Fund, dated February 28, 2009, as amended July 1, 2009, also contains additional information concerning these matters. A free copy of these documents is available upon request as described on the first page of this Prospectus/Information Statement. In addition, the prospectus for the Surviving Fund, dated February 28, 2009, as amended July 1, 2009, accompanies this Prospectus/Information Statement.

Financial Highlights

The financial highlights tables that follow are intended to help you understand each Fund’s financial performance for the periods shown. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the particular Fund (assuming reinvestment of all dividends and distributions). The information for the past five years (but excluding the information for the six months ended April 30, 2009) has been audited by PricewaterhouseCoopers LLP, whose reports, along with the Funds’ financial statements, are included in each Fund’s Annual Report to shareholders dated October 31, 2008. A free copy of these Annual Reports is available upon request as described on the first page of this Prospectus/Information Statement.

As discussed above, prior to the Reorganization, the Surviving Fund’s three share classes will be combined into a single class of shares of the Fund and the shareholders of the Acquired Fund will receive shares of the sole remaining share class of the Surviving Fund in connection with the Reorganization. The performance and financial history of the sole remaining share class of the Surviving Fund will be that of the

Surviving Fund’s current Select Shares. Accordingly, the financial highlights of the Surviving Fund’s Select Shares are shown below.

Schwab S&P 500 Index Fund — Select Shares


	11/1/08-			11/1/07-			11/1/06-			11/1/05-			11/1/04-			11/1/03-
	4/30/09*			10/31/08			10/31/07			10/31/06			10/31/05			10/31/04

Per-Share Data ($)
Net asset value at beginning of period		15.28			24.28			21.56			18.88			17.68			16.41

Income (loss) from investment operations:
Net investment income (loss)		0.20			0.44			0.41			0.37			0.36			0.26
Net realized and unrealized gains (losses)		(1.48	)		(9.02	)		2.68			2.65			1.16			1.24

Total from investment operations		(1.28	)		(8.58	)		3.09			3.02			1.52			1.50
Less distributions:
Distributions from net investment income		(0.42	)		(0.42	)		(0.37	)		(0.34	)		(0.32	)		(0.23	)

Net asset value at end of period		13.58			15.28			24.28			21.56			18.88			17.68

Total return (%)		(8.40	) ¹		(35.92	)		14.50			16.18			8.66			9.25

Ratios/Supplemental Data (%)
Ratios to average net assets:
Net operating expenses		0.19	²		0.19			0.19			0.19			0.19			0.19
Gross operating expenses		0.22	²		0.21			0.20			0.21			0.25			0.30
Net investment income (loss)		2.90	²		2.06			1.78			1.74			1.92			1.53
Portfolio turnover rate		2	¹		3			2			3			4			3
Net assets, end of period ($ x 1,000,000)		2,237			2,598			4,345			4,038			3,938			4,119


*		Unaudited.

¹		Not annualized.

²		Annualized.

Schwab Institutional Select^® S&P 500 Fund


	11/1/08-			11/1/07-			11/1/06-			11/1/05-			11/1/04-			11/1/03-
	4/30/09*			10/31/08			10/31/07			10/31/06			10/31/05			10/31/04

Per-Share Data ($)
Net asset value at beginning of period		7.79			12.39			10.99			9.57			8.95			8.30

Income (loss) from investment operations:
Net investment income (loss)		0.09			0.21			0.21			0.16			0.15			0.13
Net realized and unrealized gains (losses)		(0.75	)		(4.60	)		1.36			1.39			0.62			0.64

Total from investment operations		(0.66	)		(4.39	)		1.57			1.55			0.77			0.77
Less distributions:
Distributions from net investment income		(0.21	)		(0.21	)		(0.17	)		(0.13	)		(0.15	)		(0.12	)

Net asset value at end of period		6.92			7.79			12.39			10.99			9.57			8.95

Total return (%)		(8.55	) ¹		(36.00	)		14.43			16.39			8.64			9.36

Ratios/Supplemental Data (%)
Ratios to average net assets:
Net operating expenses		0.10	²		0.10			0.10			0.10			0.10			0.15
Gross operating expenses		0.23	²		0.22			0.22			0.28			0.33			0.35
Net investment income (loss)		2.87	²		2.17			1.89			1.84			1.82			1.56
Portfolio turnover rate		1	¹		1			1			2			3			3
Net assets, end of period ($ x 1,000,000)		2,491			2,385			3,103			2,080			1,246			348


*		Unaudited.

¹		Not annualized.

²		Annualized.

Principal Holders of Securities and Control Persons

Principal Shareholders.

As of June 30, 2009, the following shareholders owned, of record, or to the knowledge of the Funds, beneficially, 5% or more of the outstanding shares of the Funds.


			Percentage of
			Outstanding Shares
Institutional Select Fund	Name and address	Nature of Ownership	Owned

	Charles Schwab & Co., Inc.	Record
	FBO Customers
	101 Montgomery Street
	San Francisco, California 94104


			Percentage of
			Outstanding Shares
S&P 500 Fund	Name and address	Nature of Ownership	Owned

Investor Shares	Charles Schwab & Co., Inc. FBO Customers 101 Montgomery Street San Francisco, California 94104	Record

Select Shares	Charles Schwab & Co., Inc. FBO Customers 101 Montgomery Street San Francisco, California 94104	Record

e.Shares	Charles Schwab & Co., Inc. FBO Customers 101 Montgomery Street San Francisco, California 94104	Record

On the basis of the share holdings information presented above, the above persons will own the following percentage of the outstanding shares of the Surviving Fund upon consummation of the Reorganization. This table assumes that the value of the shareholder’s interest in a Fund on the date of the consummation of the Reorganization is the same as on June 30, 2009.


*		Prior to the Reorganization, the S&P 500 Fund’s three separate share classes will be combined into a single class of shares of the Fund and the S&P 500 Fund will no longer offer separate share classes. Accordingly, shareholders of the Acquired Fund will receive shares of the sole remaining share class of the S&P 500 Fund in connection with the Reorganization.

Control Persons.

As of June 30, 2009, Schwab, an affiliate of CSIM, held of record approximately ___% of the Institutional Select Fund’s outstanding shares, as agent or custodian for its customers, but did not own such shares beneficially because it did not have voting or investment discretion with respect to such shares.

As of June 30, 2009, the Trustees and officers as a group owned less than 1% of the outstanding shares of the Institutional Select Fund, and less than 1% of the outstanding shares of all funds of the Trust in the aggregate.

As of June 30, 2009, Schwab, an affiliate of CSIM, held of record approximately ___% of the outstanding Investor Shares of the S&P 500 Fund, approximately ___% of the Select Shares of the S&P 500 Fund, and approximately ___% of the e.Shares of the S&P 500 Fund, in each case as custodian for its customers, but did not own such shares beneficially because Schwab did not have voting or investment discretion with respect to such shares.

As of June 30, 2009, the Trustees and officers as a group owned less than 1% of the outstanding shares of each share class of the S&P 500 Fund, and less than 1% of the outstanding shares of all funds of the Trust in the aggregate.

APPENDIX A: FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this ___ day of September, 2009, by and between the Schwab Capital Trust, a Massachusetts business trust (the “Trust”), on behalf of the Schwab Institutional Select S&P 500 Fund (the “Acquired Fund”), and the Trust, on behalf of the Schwab S&P 500 Index Fund (the “Surviving Fund” and, together with the Acquired Fund, the “Funds”). Charles Schwab Investment Management, Inc. (“CSIM”) joins this Agreement solely for purposes of Sections 14(b) and 18(b). Except for the Acquired Fund and Surviving Fund, no other series of the Trust are parties to this Agreement. The Trust has its principal place of business at 101 Montgomery Street, San Francisco CA, 94104.

WHEREAS, the Trust was established on May 10, 1993 under the laws of the Commonwealth of Massachusetts as a business trust under a Declaration of Trust, as amended and restated from time to time, and the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Acquired Fund and the Surviving Fund are each a separate investment series of the Trust and the Acquired Fund owns securities that generally are assets of the character in which the Surviving Fund is permitted to invest;

WHEREAS, each of the Acquired Fund and the Surviving Fund is authorized to issue shares of beneficial interest;

WHEREAS, the Funds intend this Agreement to be, and adopt it as, a plan of reorganization within the meaning of the regulations under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, the Trustees of the Trust, including a majority of Trustees that are not “interested persons,” as such term is defined in section 2(a)(19) of the 1940 Act, of the Trust have determined that the transactions contemplated herein are in the best interests of the Funds and that the interests of the Funds’ respective existing shareholders will not be diluted as a result;

NOW, THEREFORE, in consideration of the mutual promises herein contained and intending to be legally bound hereby, the parties hereto hereby agree to effect the transfer of all of the assets of the Acquired Fund solely in exchange for the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund and shares of beneficial interest of the Surviving Fund (“Surviving Fund Shares”) followed by the distribution, at the Closing Date (as defined in Section 13 of this Agreement), of such Surviving Fund Shares to the holders of shares of the Acquired Fund (“Acquired Fund Shares”) on the terms and conditions hereinafter set forth in liquidation of the Acquired Fund. The parties hereto hereby covenant and agree as follows:

1. Plan of Reorganization. At the Closing Date, the Acquired Fund shall assign, deliver and otherwise transfer all of its assets and good and marketable title thereto, and assign all of the liabilities as are set forth in a statement of assets and liabilities, to be prepared as of the Valuation Time (as defined in Section 5 of this Agreement) (the “Statement of Assets and Liabilities”), to the Surviving Fund, free and clear of all liens, encumbrances and adverse claims except as provided in this Agreement, and the Surviving Fund shall acquire all assets, and shall assume all liabilities of the Acquired Fund, and the Surviving Fund shall deliver to the Acquired Fund a number of Surviving Fund Shares (both full and fractional) equivalent in value to the Acquired Fund Shares outstanding immediately prior to the Closing Date. Shareholders of record of the Acquired Fund at the Closing Date shall be credited with full and fractional shares of the Surviving Fund. The assets and liabilities of the Acquired Fund shall be exclusively assigned to and assumed by the Surviving

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Fund. All debts, liabilities, obligations and duties of the Acquired Fund, to the extent that they exist at or after the Closing Date, shall after the Closing Date attach to the Surviving Fund and may be enforced against the Surviving Fund to the same extent as if the same had been incurred by the Surviving Fund. The events outlined in this Section 1 are referred to herein collectively as the “Reorganization.”

2. Transfer of Assets.

(a) The assets of the Acquired Fund to be acquired by the Surviving Fund and allocated thereto shall include, without limitation, all cash, cash equivalents, securities, receivables (including interest and dividends receivable) as set forth in the Statement of Assets and Liabilities, as well as any claims or rights of action or rights to register shares under applicable securities laws, any books or records of the Acquired Fund and other property owned by the Acquired Fund at the Closing Date.

(b) The Surviving Fund will, within a reasonable time prior to the Closing Date, furnish the Acquired Fund with a list of the securities, if any, on the Acquired Fund’s list referred to in the second sentence of this paragraph that do not conform to the Surviving Fund’s investment objectives, policies, and restrictions. The Acquired Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Surviving Fund with a list of its portfolio securities and other investments. In the event that the Acquired Fund holds any investments that the Surviving Fund may not hold, the Acquired Fund, if requested by the Surviving Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Acquired Fund and the Surviving Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Surviving Fund with respect to such investments, the Acquired Fund, if requested by the Surviving Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Acquired Fund to dispose of any investments or securities if, in the reasonable judgment of the Acquired Fund, such disposition would either violate the Acquired Fund’s fiduciary duty to its shareholders or adversely affect the tax-free nature of the Reorganization.

(c) The Acquired Fund shall direct State Street Bank and Trust Company, as custodian for the Acquired Fund (the “Custodian”), to deliver, at or prior to the Closing Date, a certificate of an authorized officer stating that: (i) assets have been delivered in proper form to the Surviving Fund at the Closing Date, and (ii) all necessary taxes in connection with the delivery of the assets, including all applicable foreign, federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Surviving Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver prior to or as of the Closing Date by book entry, in accordance with the customary practices of any securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the Acquired Fund’s assets are deposited, the Acquired Fund’s assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds prior to or as of the Closing Date.

(d) The Acquired Fund shall direct Boston Financial Data Services, Inc. (the “Transfer Agent”), on behalf of the Acquired Fund, to deliver prior to or as of the Closing Date a certificate of an authorized officer stating that its records contain the names and addresses of the holders of the Acquired Fund Shares and the number and percentage ownership of outstanding shares owned by each shareholder immediately prior to the Closing Date. The Surviving Fund shall issue and deliver a confirmation evidencing the Surviving Fund Shares to be credited at the Closing Date to the Secretary of the Acquired Fund, or provide evidence that the Surviving Fund Shares have been credited to the Acquired Fund’s account on the books of the Surviving Fund. No later than the Closing Date, each party shall deliver to the other such bill of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.

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3. Calculations.

(a) The number of full and fractional Surviving Fund Shares to be issued in exchange for the Acquired Fund’s assets pursuant to Section 1 hereof shall be determined by multiplying the outstanding shares of the Acquired Fund by the ratio computed by dividing the net asset value per share of the Acquired Fund for each class by the net asset value per share of the Surviving Fund on the Valuation Date, determined in accordance with Section 3(b). Shareholders of record of shares of the Acquired Fund at the Closing Date shall be credited with full and fractional Surviving Fund Shares.

(b) The net asset value per share of the Surviving Fund Shares shall be the net asset value per share computed as of the time at which the Surviving Fund’s net asset value is calculated at the Valuation Time, in accordance with the pricing policies and procedures adopted by the Trust as described in the then current prospectus and statement of additional information of the Funds under the Securities Act of 1933 (the “1933 Act”).

4. Valuation of Assets. The value of the assets of the Acquired Fund shall be the value of such assets computed as of the time at which the Acquired Fund’s net asset value is calculated at the Valuation Time. The net asset value of the assets of the Acquired Fund to be transferred to the Surviving Fund shall be computed by the Acquired Fund. In determining the value of the securities transferred by the Acquired Fund to the Surviving Fund, each security shall be priced in accordance with the pricing policies and procedures adopted by the Trust as described in the then current prospectus and statement of additional information of the Funds under the 1933 Act. For such purposes, price quotations and the security characteristics relating to establishing such quotations shall be determined by the Acquired Fund, provided that such determination shall be subject to the approval of the Surviving Fund. The Acquired Fund and the Surviving Fund agree to use all commercially reasonable efforts to resolve, prior to the Valuation Time, any material pricing differences.

5. Valuation Time. The valuation time shall be 4:00 p.m., Eastern Time, on September 9, 2009, or such earlier or later date and time as may be mutually agreed in writing by an authorized officer of the Funds (the “Valuation Time”). Notwithstanding anything herein to the contrary, in the event that at the Valuation Time, (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Trust, accurate appraisal of the value of the net assets of the Acquired Fund is impracticable, the Valuation Time shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, reporting shall have been restored and accurate appraisal of the value of the net assets of the Acquired Fund is practicable.

6. Liquidation of the Acquired Fund and Cancellation of Shares. At the Closing Date, the Acquired Fund will liquidate and the Surviving Fund Shares (both full and fractional) received by the Acquired Fund will be distributed to the shareholders of record of the Acquired Fund as of the Closing Date in exchange for their Acquired Fund Shares and in complete liquidation of the Acquired Fund. Such liquidation and distribution will be accompanied by the establishment of an open account on the share records of the Surviving Fund in the name of each shareholder of the Acquired Fund that represents the respective number of Surviving Fund Shares due such shareholder. All of the issued and outstanding shares of the Acquired Fund shall be cancelled on the books of the Trust at the Closing Date and shall thereafter represent only the right to receive Surviving Fund Shares. The Acquired Fund’s transfer books shall be closed permanently. The Trust also shall take any and all other steps as shall be necessary and proper to effect a complete termination of the Acquired Fund.

7. Representations and Warranties of the Surviving Fund. The Surviving Fund represents and warrants to the Acquired Fund as follows:

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(a) The Surviving Fund has been duly established as a separate investment series of the Trust, which is a business trust duly organized and validly existing under the Commonwealth of Massachusetts.

(b) The Trust is registered as an investment company classified as a management company of the open-end type, and its registration with the Securities and Exchange Commission (the “Commission”) as an investment company under the 1940 Act is in full force and effect.

(c) The authorized capital of the Trust consists of an unlimited number of shares of beneficial interest. The shares of the Surviving Fund have been duly established and represent a fractional undivided interest in the Surviving Fund. The issued and outstanding shares of the Surviving Fund are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants or other rights of any kind to acquire from the Trust any shares of any class or equity interests of the Surviving Fund or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is the Trust committed to issue any share appreciation or similar rights or options, warrants, rights or securities in connection with the Surviving Fund. The Surviving Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund’s shareholders, pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized and, when so issued and delivered, will be duly and validly issued Surviving Fund Shares, and will be fully paid and non-assessable.

(d) The execution, delivery and performance of this Agreement by the Trust, on behalf of the Surviving Fund, and the consummation of the transactions contemplated herein have been duly and validly authorized by the Trust’s Board of Trustees and no other proceedings by the Surviving Fund are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Trust, on behalf of the Surviving Fund, and assuming due authorization, execution and delivery by the Trust, on behalf of the Acquired Fund, is a legal, valid and binding obligation of the Trust, as it relates to the Surviving Fund, enforceable in accordance with its terms subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. The Surviving Fund is not a party to or obligated under any charter, by-law, indenture or contract provision or any other commitment or obligation, or subject to any order or decree, which would be violated by its executing and carrying out this Agreement.

(e) The audited financial statements of the Surviving Fund as of October 31, 2008 are in accordance with generally accepted accounting principles consistently applied, and such statements (copies of which have been furnished to the Acquired Fund) fairly reflect the financial condition of the Surviving Fund as of such date, and there are no known contingent liabilities of the Surviving Fund as of such date not disclosed therein.

(f) Since October 31, 2008, there has not been any material adverse change in the Surviving Fund’s financial condition, assets, liabilities, or business other than changes occurring in the ordinary course of business, or any incurrence by the Surviving Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquired Fund. For purposes of this paragraph (f), a decline in the net asset value of the Surviving Fund shall not constitute a material adverse change.

(g) The current prospectus and statement of additional information of the Surviving Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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(h) Except as otherwise disclosed in writing and accepted by the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Surviving Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition and the conduct of its business or the ability of the Surviving Fund to carry out the transactions contemplated by this Agreement. The Surviving Fund knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

(i) Except for contracts and agreements disclosed to the Acquired Fund, under which no default exists, the Surviving Fund is not a party to or subject to any material contract, debt instrument, plan, lease, franchise, license or permit of any kind or nature whatsoever with respect to the Surviving Fund.

(j) As of the Closing Date, all Federal and other tax returns, information returns and other tax-related reports of the Surviving Fund required by law to have been filed by such date (including extensions) shall have been filed, and all other taxes shall have been paid so far as due, or provision shall have been made for the payment thereof, and to the best of the Surviving Fund’s knowledge, no such return is currently under audit by the Internal Revenue Service or any state or local tax authority, and no assessment has been asserted with respect to any of such returns.

(k) For each taxable year of its operation, the Surviving Fund has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, and has been eligible to and has computed its federal income tax under Section 852 of the Code. The Surviving Fund currently qualifies, and shall continue to qualify, as a regulated investment company under the Code.

(l) The Surviving Fund agrees to use all reasonable efforts to obtain any necessary approvals and authorizations required by the 1933 Act, the Securities Exchange Act of 1934 (the “1934 Act”), the 1940 Act, and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

(m) The information statement and prospectus and statement of additional information (collectively, the “Prospectus/Information Statement”) to be included in the Surviving Fund’s registration statement on Form N-14 (the “Registration Statement”) and filed in connection with this Agreement, and the documents incorporated therein by reference and any amendment or supplement thereto insofar as they relate to the Surviving Fund, each comply or will comply in all material respects with the applicable requirements of the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the Commission thereunder on the effective date of such Registration Statement. Each of the Prospectus/Information Statement, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto, insofar as it relates to the Surviving Fund, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading on the effective date of such Registration Statement; provided, however, that the Surviving Fund makes no representations or warranties as to the information contained in the Prospectus/Information Statement, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto in reliance upon and in conformity with information relating to the Acquired Fund and furnished by the Acquired Fund to the Surviving Fund specifically for use in connection with the Prospectus/Information Statement, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto.

8. Representations and Warranties of the Acquired Fund. The Acquired Fund represents and warrants to the Surviving Fund as follows:

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(a) The Acquired Fund has been duly established as a separate investment series of the Trust, which is a business trust duly organized and validly existing under the Commonwealth of Massachusetts.

(b) The Trust is registered as an investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect.

(c) The authorized capital of the Trust consists of an unlimited number of shares of beneficial interest. Shares of the Acquired Fund have been duly established and represent a fractional undivided interest in the Acquired Fund. The issued and outstanding shares of the Acquired Fund are, and at the Closing Date will be, duly authorized, validly issued, fully paid and nonassessable. All of the issued and outstanding shares of the Acquired Fund will, at the time of the Closing Date, be held by the persons and in the amounts set forth in the records of the Transfer Agent as provided in Section 2(d). There are no outstanding options, warrants or other rights of any kind to acquire from the Trust any shares of any class or equity interests of the Acquired Fund or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is the Trust committed to issue any share appreciation or similar rights or options, warrants, rights or securities in connection with the Acquired Fund.

(d) The audited financial statements of the Acquired Fund as of October 31, 2008, are in accordance with generally accepted accounting principles consistently applied, and such statements (copies of which have been furnished to the Surviving Fund) fairly reflect the financial condition of the Acquired Fund as of such date, and there are no known contingent liabilities of the Acquired Fund as of such date not disclosed therein.

(e) Since October 31, 2008, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities, or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Surviving Fund. For purposes of this paragraph (e), a decline in the net asset value of the Acquired Fund shall not constitute a material adverse change.

(f) The Acquired Fund will have, at the Closing Date, good and marketable title to, and full right, power and authority to sell, assign, transfer and deliver, the assets to be transferred to the Surviving Fund pursuant to Section 1. Upon delivery and payment for such assets, the Surviving Fund will have good and marketable title to such assets without restriction on the transfer thereof free and clear of all liens, encumbrances and adverse claims other than as disclosed to the Surviving Fund and accepted by the Surviving Fund.

(g) The execution, delivery and performance of this Agreement by the Trust, on behalf of the Acquired Fund, and the consummation of the transactions contemplated herein have been duly and validly authorized by the Trust’s Board of Trustees and no other proceedings by the Acquired Fund are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Trust, on behalf of the Acquired Fund, and assuming due authorization, execution and delivery by the Trust, on behalf of the Surviving Fund, is a legal, valid and binding obligation of the Trust, as it relates to the Acquired Fund, enforceable in accordance with its terms subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. The Acquired Fund is not a party to or obligated under any charter, by-law, indenture or contract provision or any other commitment or obligation, or subject to any order or decree, which would be violated by its executing and carrying out this Agreement.

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(h) The current prospectus and statement of additional information of the Acquired Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(i) Except as otherwise disclosed in writing and accepted by the Surviving Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquired Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition and the conduct of its business or the ability of the Acquired Fund to carry out the transactions contemplated by this Agreement. The Acquired Fund knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

(j) Except for contracts and agreements disclosed to the Surviving Fund, under which no default exists, the Acquired Fund is not a party to or subject to any material contract, debt instrument, plan, lease, franchise, license or permit of any kind or nature whatsoever with respect to the Acquired Fund.

(k) As of the Closing Date, all Federal and other tax returns, information returns and other tax-related reports of the Acquired Fund required by law to have been filed by such date (including extensions) shall have been filed, and all other taxes shall have been paid so far as due, or provision shall have been made for the payment thereof, and to the best of the Acquired Fund’s knowledge, no such return is currently under audit by the Internal Revenue Service or any state or local tax authority, and no assessment has been asserted with respect to any of such returns.

(l) For each taxable year of its operation, the Acquired Fund has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, and has been eligible to and has computed its federal income tax under Section 852 of the Code. The Acquired Fund currently qualifies, and shall continue to qualify, as a regulated investment company under the Code.

(m) The Prospectus/Information Statement to be included in the Registration Statement and filed in connection with this Agreement, and the documents incorporated therein by reference and any amendment or supplement thereto insofar as they relate to the Acquired Fund, each comply or will comply in all material respects with the applicable requirements of the 1933 Act, 1934 Act and the 1940 Act and the applicable rules and regulations of the Commission thereunder on the effective date of such Registration Statement. Each of the Prospectus/Information Statement, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto, insofar as it relates to the Acquired Fund, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading on the effective date of such Registration Statement; provided, however, that the Acquired Fund makes no representations or warranties as to the information contained in the Prospectus/Information Statement, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto in reliance upon and in conformity with information relating to the Surviving Fund and furnished by the Surviving Fund to the Acquired Fund specifically for use in connection with the Prospectus/Information Statement, Registration Statement and the documents incorporated therein by reference and any amendment or supplement thereto.

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9. Covenants of the Surviving Fund and the Acquired Fund.

(a) The Surviving Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include customary dividends and distributions.

(b) The Acquired Fund will assist the Surviving Fund in obtaining such information as the Surviving Fund reasonably requests concerning the beneficial ownership of the Acquired Fund shares.

(c) Subject to the provisions of this Agreement, the Surviving Fund and the Acquired Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date.

(d) As promptly as practicable, but in any case within sixty days after the Closing Date, the Acquired Fund shall furnish the Surviving Fund, in such form as is reasonably satisfactory to the Surviving Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will be carried over by the Surviving Fund as a result of Section 381 of the Code, and certified by the Acquired Fund’s President, Vice President or Treasurer.

(e) On or before the Closing Date, the Acquired Fund shall declare and pay a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders all of the Acquired Fund’s investment company taxable income (computed without regard to any deduction for dividends paid), if any, plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods or years ending on or before the Closing Date, and all of its net capital gains realized (after reduction for any capital loss carry forward), if any, in all taxable periods or years ending on or before the Closing Date.

10. Conditions Precedent to Obligations of the Surviving Fund. The obligations of the Surviving Fund to complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:

(a) All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date. On the Closing Date, the Surviving Fund shall have received a certificate from the President or Vice President of the Acquired Fund, dated as of such date, certifying on behalf of the Acquired Fund that as of such date that the conditions set forth in this clause (a) have been met.

(b) The Surviving Fund shall have received an opinion of Morgan, Lewis & Bockius LLP, dated as of the Closing Date, in a form reasonably satisfactory to the Surviving Fund, covering the following points:

(i) The Acquired Fund is a separate investment series of the Trust, which is duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has the trust power to own all of its properties and assets and, to the knowledge of such counsel, to carry on its business as presently conducted.

(ii) The Trust is registered as an investment company under the 1940 Act, and, to such counsel’s knowledge, such registration with the Commission as an investment company under the 1940 Act is in full force and effect.

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(iii) This Agreement has been duly authorized, executed and delivered by the Acquired Fund and, assuming due authorization, execution, and delivery of this Agreement by the Surviving Fund, is a valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles.

(iv) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated in the Agreement will not, conflict with or result in a material breach of the terms or provisions of, or constitute a material default under, the then-current declaration of trust or by-laws of the Acquired Fund, or, to the knowledge of such counsel (without any independent investigation), any material agreement or instrument to which the Acquired Fund is a party or by which any properties belonging to the Acquired Fund may be bound.

(v) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required for consummation by the Acquired Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, 1934 Act and the 1940 Act, and as may be required under state securities laws or where the failure to obtain any such consent, approval, order or authorization would not have a material adverse effect on the operations of the Acquired Fund or the consummation of the transactions contemplated by this Agreement.

(vi) To the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquired Fund or any of its respective properties or assets and the Acquired Fund is not a party to nor subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business other than as previously disclosed in the Registration Statement.

(vii) Assuming that a consideration therefor of not less than the net asset value thereof has been paid, and assuming that such shares were issued in accordance with the terms of the Acquired Fund’s registration statement, or any amendment or supplement thereto, in effect at the time of such issuance, all issued and outstanding shares of the Acquired Fund are legally issued and fully paid and non-assessable (except that shareholders of the Acquired Fund may under certain circumstances be held personally liable for its obligations).

Such opinion may contain such assumptions and limitations as shall be in the opinion of such counsel appropriate to render the opinions expressed therein. In addition, such counsel shall be entitled to state that they have relied upon officers’ certificates and certificates of public officials in rendering their opinion.

(c) The Acquired Fund shall have delivered to the Surviving Fund at the Closing Date the Acquired Fund’s Statement of Assets and Liabilities, prepared in accordance with generally accepted accounting principles consistently applied, together with a certificate of the Treasurer or Assistant Treasurer of the Acquired Fund as to the aggregate asset value of the Acquired Fund’s portfolio securities.

(d) On the Closing Date, the Acquired Fund shall have performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by the Acquired Fund prior to or at the Closing Date and the Surviving Fund shall have received a certificate from the President or Vice President of the Acquired Fund, dated as of such date, certifying on behalf of the Acquired Fund that the conditions set forth in this clause (d) have been and continue to be, satisfied.

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11. Conditions Precedent to Obligations of the Acquired Fund. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Surviving Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:

(a) All representations and warranties of the Surviving Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date. On the Closing Date, the Acquired Fund shall have received a certificate from the President or Vice President of the Surviving Fund, dated as of such date, certifying on behalf of Surviving Fund that as of such date that the conditions set forth in this clause (a) have been met.

(b) The Acquired Fund shall have received an opinion of Morgan, Lewis & Bockius LLP, dated as of the Closing Date, in a form reasonably satisfactory to the Acquired Fund, covering the following points:

(i) The Surviving Fund is a separate investment series of the Trust, which is duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has the trust power to own all of its properties and assets and, to the knowledge of such counsel, to carry on its business as presently conducted.

(iii) This Agreement has been duly authorized, executed and delivered by the Surviving Fund and, assuming due authorization, execution, and delivery of this Agreement by the Acquired Fund, is a valid and binding obligation of the Surviving Fund enforceable against the Surviving Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles.

(iv) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated in the Agreement will not, conflict with or result in a material breach of the terms or provisions of, or constitute a material default under, the then-current declaration of trust or by-laws of the Surviving Fund, or, to the knowledge of such counsel (without any independent investigation), any material agreement or instrument to which the Surviving Fund is a party or by which any properties belonging to the Surviving Fund may be bound.

(v) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required for consummation by the Surviving Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, 1934 Act and the 1940 Act, and as may be required under state securities laws or where the failure to obtain any such consent, approval, order or authorization would not have a material adverse effect on the operations of the Surviving Fund or the consummation of the transactions contemplated by this Agreement.

(vi) To the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Surviving Fund or any of its respective properties or assets and the Surviving Fund is not a party to nor subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business other than as previously disclosed in the Registration Statement.

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(vii) Assuming that a consideration therefor not less than the net asset value thereof has been paid, the Surviving Fund Shares to be issued and delivered to the Acquired Fund on behalf of the Acquired Fund shareholders as provided by this Agreement are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and nonassessable, and no shareholder of the Surviving Fund has any statutory preemptive rights in respect thereof (except that shareholders of the Surviving Fund may under certain circumstances be held personally liable for its obligations).

(viii) The Registration Statement, to the knowledge of such counsel, has been declared effective by the Commission and no stop order under the 1933 Act pertaining thereto has been issued.

(c) On the Closing Date, the Surviving Fund shall have performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by the Surviving Fund prior to or at the Closing Date and the Acquired Fund shall have received a certificate from the President or Vice President of the Surviving Fund, dated as of such date, certifying on behalf of the Surviving Fund that the conditions set forth in this clause (c) have been, and continue to be, satisfied.

12. Further Conditions Precedent to Obligations of the Acquired Fund and the Surviving Fund. If any of the conditions set forth below do not exist on or before the Closing Date with respect to the Funds, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement.

(a) The Trust’s Board of Trustees, on behalf of each of the Acquired Fund and Surviving Fund, shall have approved this Agreement.

(b) On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act and no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.

(c) All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky securities authorities, including any necessary “no-action” positions of and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of the Surviving Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions.

(d) The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness of the Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

A-11

(e) The Funds shall have received a favorable opinion of Morgan, Lewis & Bockius LLP addressed to the Surviving Fund and the Acquired Fund substantially to the effect that with respect to the Acquired Fund and the Surviving Fund for Federal income tax purposes:

(i) The Reorganization will constitute a tax-free reorganization within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Surviving Fund will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code.

(ii) No gain or loss will be recognized by the Acquired Fund upon the transfer of all of its assets to the Surviving Fund solely in exchange for Surviving Fund Shares and the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund or upon the distribution of Surviving Fund Shares to shareholders of the Acquired Fund.

(iii) No gain or loss will be recognized by the Surviving Fund upon the receipt of the assets of the Acquired Fund solely in exchange for Surviving Fund Shares and the assumption by the Surviving Fund of the liabilities of the Acquired Fund.

(iv) The tax basis of the assets of the Acquired Fund received by the Surviving Fund will be the same as the tax basis of such assets to the Acquired Fund immediately prior to the exchange.

(v) The holding period of the assets of the Acquired Fund received by the Surviving Fund will include the period during which such assets were held by the Acquired Fund.

(vi) No gain or loss will be recognized by the shareholders of the Acquired Fund upon the exchange of their shares of the Acquired Fund for Surviving Fund Shares (including fractional shares to which they may be entitled).

(vii) The aggregate tax basis of Surviving Fund Shares received by each shareholder of the Acquired Fund (including fractional shares to which they may be entitled) will be the same as the aggregate tax basis of the Acquired Fund shares exchanged therefor.

(viii) The holding period of the Surviving Fund Shares received by the shareholders of the Acquired Fund (including fractional shares to which they may be entitled) will include the holding period of the Acquired Fund shares surrendered in exchange therefor, provided that the Acquired Fund shares were held as a capital asset as of the Closing Date of the Reorganization.

Such opinion shall be based on customary assumptions, limitations and such representations as Morgan, Lewis & Bockius LLP may reasonably request, and the Acquired Fund and Surviving Fund will cooperate to make and certify the accuracy of such representations. Such opinion may contain such assumptions and limitations as shall be in the opinion of such counsel appropriate to render the opinions expressed therein. Notwithstanding anything herein to the contrary, neither the Surviving Fund nor the Acquired Fund may waive the conditions set forth in this Section 12(e).

A-12

13. Closing Date of the Reorganization. The exchange of the Acquired Fund’s assets for the Surviving Fund Shares shall be effective as of opening of business on September 9, 2009, or at such other time and date as fixed by the mutual consent of the parties (the “Closing Date”).

14. Termination.

(a) This Agreement may be terminated by the mutual agreement of the Surviving Fund and the Acquired Fund. In addition, either the Surviving Fund or the Acquired Fund may at its option terminate this Agreement at or prior to the Closing Date:

(i) because of a material breach by the other party of any representation, warranty, covenant or agreement contained herein to be performed at or prior to the Closing Date;

(ii) because of a condition herein expressed to be precedent to the obligations of the terminating party which has not been met and which reasonably appears will not or cannot be met;

(iii) by resolution of the Trust’s Board of Trustees if circumstances should develop that, in the good faith opinion of the Board, make proceeding with the Agreement not in the best interests of either of the Acquired Fund’s or Surviving Fund’s shareholders;

(b) In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of the Acquired Fund, the Surviving Fund, the Trust, or their Trustees or officers, to the other party. In such event, CSIM shall bear the expenses incurred by the Acquired Fund and the Surviving Fund incidental to the preparation and carrying out of this Agreement as provided in Section 18.

15. Amendment. This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Funds; provided, however, that no such amendment may have the effect of changing the provisions for determining the number of the Surviving Fund Shares to be issued to the Acquired Fund shareholders under this Agreement to the detriment of such Acquired Fund shareholders.

16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflicts of laws provisions thereof.

17. Notices. Any notice, report, statement or demand required or permitted by any provision of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy, certified mail or overnight express courier addressed as follows:


Acquired Fund:		Surviving Fund:

Randall W. Merk		Randall W. Merk
President, Schwab Capital Trust		President, Schwab Capital Trust
101 Montgomery Street		101 Montgomery Street
San Francisco CA, 94104		San Francisco CA, 94104

with a copy to:		with a copy to:

Timothy W. Levin, Esq.		Timothy W. Levin, Esq.
Morgan, Lewis & Bockius LLP		Morgan, Lewis & Bockius LLP
1701 Market Street		1701 Market Street
Philadelphia, PA 19103		Philadelphia, PA 19103

A-13

18. Fees and Expenses.

(a) Each of the Surviving Fund and the Acquired Fund represents and warrants to the other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

(b) Except as otherwise provided for herein, all expenses that are solely and directly related to the Reorganization contemplated by this Agreement will be borne and paid by the Acquired Fund. Such expenses include, without limitation, to the extent solely and directly related to the Reorganization contemplated by this Agreement: (i) expenses incurred in connection with the entering into and the carrying out of the provisions of this Agreement; (ii) expenses associated with the preparation and filing of the Registration Statement under the 1933 Act covering the Surviving Fund Shares to be issued pursuant to the provisions of this Agreement; (iii) registration or qualification fees and expenses of preparing and filing such forms as are necessary under applicable state securities laws to qualify the Surviving Fund Shares to be issued in connection herewith in each state in which the Acquired Fund’s shareholders are resident as of the date of the mailing of the Prospectus/Information Statement to such shareholders; (iv) postage; (v) printing; (vi) accounting fees; and (vii) legal fees. Acquired Fund agrees that all such fees and expenses so borne and paid, shall be paid directly by Acquired Fund to the relevant providers of services or other payees in accordance with the principles set forth in the Internal Revenue Service Rev. Ruling 73-54, 1973-1 C.B. 187. Fees and expenses not incurred directly in connection with the consummation of the transactions contemplated by this Agreement will be borne by the party incurring such fees and expenses. Notwithstanding the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by the other party of such expenses would result in the disqualification of the Acquired Fund or the Surviving Fund, as the case may be, as a “regulated investment company” within the meaning of Section 851 of the Code. Acquired Fund shareholders will pay their respective expenses, if any, incurred in connection with the transactions contemplated by this Agreement. Neither the Acquired Fund nor the Surviving Fund will pay the Surviving Fund shareholders’ expenses, if any. In the event this Agreement is terminated at or prior to the Closing Date in accordance with Section 14 hereto, CSIM will bear the costs incurred by the Acquired Fund under this Section 18(b).

19. Headings, Counterparts, Assignment.

(a) The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(b) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

(c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

(d) The Surviving Fund and Acquired Fund agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties. The representations, warranties and covenants contained herein or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder.

A-14

(e) A copy of the Trust’s Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of the Trust by officers of such Trust as officers and not individually and that the obligations of or arising out of this Agreement with respect to the Surviving Fund and the Acquired Fund are not binding upon any of the trustees, officers or shareholders of the Trust individually but are binding only upon the assets and property belonging to the Surviving Fund and the Acquired Fund.

IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.


		SCHWAB CAPITAL TRUST, ON BEHALF OF ITS SERIES, THE SCHWAB INSTITUTIONAL SELECT S&P 500 FUND

		By:
				Name:
				Title:

		SCHWAB CAPITAL TRUST, ON BEHALF OF ITS SERIES, THE SCHWAB S&P 500 INDEX FUND

		By:
				Name:
				Title:

		SOLELY FOR PURPOSES OF SECTIONS 14(B) AND 18(B), CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.

		By:
				Name:
				Title:

A-15

SCHWAB CAPITAL TRUST
101 Montgomery Street
San Francisco, CA 94104

STATEMENT OF ADDITIONAL INFORMATION

Acquisition of the Assets and Liabilities of

SCHWAB INSTITUTIONAL SELECT S&P 500 FUND
a series of
Schwab Capital Trust
101 Montgomery Street
San Francisco, CA 94104

By and in Exchange for Shares of

SCHWAB S&P 500 INDEX FUND
a series of
Schwab Capital Trust
101 Montgomery Street
San Francisco, CA 94104

August ___, 2009

This Statement of Additional Information (the “SAI”), which is not a prospectus, relating specifically to the proposed transfer of assets and liabilities of the Schwab Institutional Select S&P 500 Fund (the “Institutional Select Fund” or the “Acquired Fund”) to the Schwab S&P 500 Index Fund (the “S&P 500 Fund” or the “Surviving Fund” and, together with the Institutional Select Fund, the “Funds”) (the “Reorganization”), should be read in conjunction with the Prospectus/Information Statement dated August ___, 2009 relating specifically to the Reorganization (the “Prospectus”). Copies of the Prospectus may be obtained at no charge by calling (800) 435-4000.

The following documents are incorporated by reference herein:

1. The Statement of Additional Information of the Trust relating to the Acquired Fund dated February 28, 2009, as amended July 1, 2009.

2. The Statement of Additional Information of the Trust relating to the Surviving Fund dated February 28, 2009, as amended July 1, 2009.

3. The Report of the Independent Registered Public Accounting Firm and audited financial statements of the Acquired Fund included in the Fund’s Annual Report for the period ended October 31, 2008 (the “Acquired Fund Annual Report”). No other parts of the Acquired Fund Annual Report are incorporated herein by reference.

4. The Report of the Independent Registered Public Accounting Firm and audited financial statements of the Surviving Fund included in the Fund’s Annual Report for the period ended October 31, 2008 (the “Surviving Fund Annual Report”). No other parts of the Surviving Fund Annual Report are incorporated herein by reference.

5. The unaudited financial statements of the Acquired Fund included in the Fund’s Semi-Annual Report for the period ended April 30, 2009 (the “Acquired Fund Semi-Annual Report”). No other parts of the Acquired Fund’s Semi-Annual Report are incorporated herein by reference.

6. The unaudited financial statements of the Surviving Fund included in the Fund’s Semi-Annual Report for the period ended April 30, 2009 (the “Surviving Fund Semi-Annual Report”). No other parts of the Surviving Fund’s Semi-Annual Report are incorporated herein by reference.

TABLE OF CONTENTS

A. General Information

The Board of Trustees of the Acquired Fund has approved an Agreement and Plan of Reorganization (the “Plan”), which contemplates the transfer of substantially all the assets and liabilities of the Acquired Fund to the Surviving Fund in exchange for shares of the Surviving Fund. Currently, the Surviving Fund offers three separate share classes: Investor Shares, Select Shares and e.Shares. Prior to the Reorganization, these three separate share classes will be combined into a single class of shares of the Fund and the Surviving Fund will no longer offer separate share classes. Accordingly, shareholders of the Acquired Fund will receive shares of the sole remaining share class of the Surviving Fund in connection with the Reorganization.

After the transfer of substantially all its assets and liabilities in exchange for shares of the Surviving Fund, the Acquired Fund will distribute the shares to its shareholders in liquidation of the Acquired Fund. Each shareholder owning shares of the Acquired Fund at the closing of the Reorganization will receive shares of the Surviving Fund equal in aggregate value to his or her interest in the Acquired Fund, and will receive any unpaid dividends or distributions on shares of the Acquired Fund that were declared at or before the closing of the Reorganization. The Surviving Fund will establish an account for each former shareholder of the Acquired Fund reflecting the appropriate number of shares distributed to the shareholder. These accounts will be substantially identical to the accounts currently maintained by the Acquired Fund for each shareholder. In connection with the Reorganization, all outstanding shares of the Acquired Fund will be cancelled, and the Acquired Fund will wind up its affairs and be terminated. For further information about the Reorganization, see the Prospectus.

B. Additional Information about the Acquired Fund and the Surviving Fund

This SAI incorporates by reference the Statement of Additional Information of the Trust relating to the Acquired Fund dated February 28, 2009, as amended July 1, 2009, and the Statement of Additional Information of the Trust relating to the Surviving Fund dated February 28, 2009, as amended July 1, 2009.

C. Financial Statements

Historical financial information regarding the Acquired Fund and Surviving Fund is incorporated herein by reference as follows:

1. the Report of the Independent Registered Public Accounting Firm and audited financial statements of the Acquired Fund included in the Acquired Fund Annual Report are incorporated herein by reference to such Annual Report. No other parts of the Acquired Fund Annual Report are incorporated herein by reference;

2. the Report of the Independent Registered Public Accounting Firm and audited financial statements of the Surviving Fund included in the Surviving Fund Annual Report are incorporated herein by reference to such Annual Report. No other parts of the Surviving Fund Annual Report are incorporated herein by reference;

3. the unaudited financial statements of the Acquired Fund included in the Acquired Fund Semi-Annual Report are incorporated herein by reference to such Semi-Annual Report. No other parts of the Acquired Fund Semi-Annual Report are incorporated herein by reference; and

4. the unaudited financial statements of the Surviving Fund included in the Surviving Fund Semi-Annual Report are incorporated herein by reference to such Semi-Annual Report. No other parts of the Surviving Fund Semi-Annual Report are incorporated herein by reference.

D. Pro Forma Financial Information (Unaudited)

The unaudited pro forma combined financial statements are presented for the information of the reader and may not necessarily be representative of what the actual combined financial statements would have been had the Reorganization occurred on April 30, 2009.

The unaudited pro forma combined schedule of investments and statement of assets and liabilities reflect the combined financial position of the Acquired Fund and Surviving Fund as of April 30, 2009.

The unaudited pro forma combined statement of operations for the period ended April 30, 2009, presents the combined results of operations of the Acquired Fund and Surviving Fund for the period ended April 30, 2009. The pro forma results of operations are not necessarily indicative of future operations or the actual results that would have occurred had the combination been consummated at April 30, 2009. These historical statements have been derived from the respective books of the Acquired Fund and Surviving Fund and records utilized in calculating daily net asset value at April 30, 2009, and for the twelve-month period then ended under accounting principles generally accepted in the United States of America in the investment company industry.

Under generally accepted accounting principles, the historical cost of investment securities will be carried forward to the surviving entity and the results of operations of the S&P 500 Fund for pre-combination periods will not be restated. The unaudited pro forma combined financial statements should be read in conjunction with the separate financial statements of the Acquired Fund and Surviving Fund incorporated by reference into this SAI.

As discussed in the Prospectus, prior to the Reorganization, the Surviving Fund’s three share classes will be combined into a single class of shares of the Fund and the shareholders of the Acquired Fund will receive shares of the sole remaining share class of the Surviving Fund in connection with the Reorganization. The pro forma financial information of the S&P 500 Fund in the following tables has been restated to reflect the capitalization of the S&P 500 Fund as if the combination of the S&P 500 Fund’s three share classes into a single class of shares occurred on April 30, 2009.

Pro Forma Schedule of Investments
Institutional Select Fund, S&P 500 Fund and Pro Forma Combined S&P 500 Fund (Surviving Fund)

As of April 30, 2009

(All dollar amounts are x $1,000)


	Institutional Select				S& P 500				Pro Forma Combined S&P 500
	S& P 500 Fund				Index Fund				Index Fund (Surviving Fund)
	Number of		Market		Number of		Market		Number of		Market Value
	Shares		Value ($)		Shares		Value ($)		Shares		($)
COMMON STOCK 98.5% of net assets

Automobiles & Components 0.5% of net assets
Ford Motor Co.*		928,020		5,550		1,432,277		8,565		2,360,297		14,115
General Motors Corp.		180,152		346		355,225		682		535,377		1,028
Harley-Davidson, Inc.		85,625		1,897		143,545		3,181		229,170		5,078
Johnson Controls, Inc.		188,107		3,576		358,952		6,823		547,059		10,399
The Goodyear Tire & Rubber Co.*		71,540		786		105,796		1,163		177,336		1,949
												32,569


	Institutional Select				S& P 500				Pro Forma Combined S&P 500
	S& P 500 Fund				Index Fund				Index Fund (Surviving Fund)
	Number of		Market		Number of		Market		Number of		Market Value
	Shares		Value ($)		Shares		Value ($)		Shares		($)
Banks 2.4% of net assets
BB&T Corp.		177,897		4,152		335,116		7,822		513,013		11,974
Comerica, Inc.		43,662		916		95,108		1,995		138,770		2,911
Fifth Third Bancorp		237,604		974		347,725		1,426		585,329		2,400
First Horizon National Corp.		86,170		992		126,147		1,452		212,317		2,444
Hudson City Bancorp, Inc.		160,592		2,017		310,900		3,905		471,492		5,922
Huntington Bancshares, Inc.		104,867		293		217,426		607		322,293		900
KeyCorp		141,943		873		296,955		1,826		438,898		2,699
M&T Bank Corp.		22,743		1,193		47,155		2,473		69,898		3,666
Marshall & Ilsley Corp.		75,109		434		154,183		891		229,292		1,325
People’s United Financial, Inc.		103,800		1,621		205,000		3,202		308,800		4,823
PNC Financial Services Group, Inc.		136,059		5,401		261,219		10,371		397,278		15,772
Regions Financial Corp.		211,714		951		426,331		1,914		638,045		2,865
SunTrust Banks, Inc.		108,380		1,565		227,836		3,290		336,216		4,855
U.S. Bancorp		555,696		10,125		1,059,232		19,299		1,614,928		29,424
Wells Fargo & Co.		1,350,433		27,022		2,486,376		49,752		3,836,809		76,774
Zions Bancorp		40,036		438		68,162		745		108,198		1,183
												169,937

Capital Goods 7.5% of net assets
3M Co.		219,478		12,642		415,741		23,947		635,219		36,589
Caterpillar, Inc.		196,870		7,005		363,792		12,944		560,662		19,949
Cooper Industries Ltd., Class A		55,929		1,834		109,322		3,585		165,251		5,419
Cummins, Inc.		58,854		2,001		121,708		4,138		180,562		6,139
Danaher Corp.		78,168		4,568		145,519		8,504		223,687		13,072
Deere & Co.		134,598		5,554		261,688		10,797		396,286		16,351
Dover Corp.		57,547		1,771		114,923		3,537		172,470		5,308
Eaton Corp.		48,844		2,139		93,395		4,091		142,239		6,230
Emerson Electric Co.		238,867		8,131		462,648		15,748		701,515		23,879
Fastenal Co.		38,815		1,489		58,534		2,245		97,349		3,734
Flowserve Corp.		16,600		1,127		20,000		1,358		36,600		2,485
Fluor Corp.		54,884		2,078		103,898		3,935		158,782		6,013
General Dynamics Corp.		122,328		6,321		236,932		12,242		359,260		18,563
General Electric Co.		3,321,675		42,019		6,237,677		78,907		9,559,352		120,926
Goodrich Corp.		39,178		1,735		74,318		3,291		113,496		5,026
Honeywell International, Inc.		228,129		7,120		441,700		13,785		669,829		20,905
Illinois Tool Works, Inc.		119,841		3,931		240,895		7,901		360,736		11,832
Ingersoll-Rand Co., Ltd., Class A		98,224		2,138		194,677		4,238		292,901		6,376
ITT Corp.		55,518		2,277		112,360		4,608		167,878		6,885
Jacobs Engineering Group, Inc.*		37,400		1,423		60,234		2,291		97,634		3,714
L-3 Communications Holdings, Inc.		35,588		2,710		73,595		5,604		109,183		8,314
Lockheed Martin Corp.		103,439		8,123		200,252		15,726		303,691		23,849
Masco Corp.		107,207		950		236,681		2,097		343,888		3,047
Northrop Grumman Corp.		103,596		5,009		199,871		9,664		303,467		14,673
PACCAR, Inc.		114,830		4,070		227,020		8,046		341,850		12,116
Pall Corp.		37,308		985		48,022		1,268		85,330		2,253
Parker Hannifin Corp.		50,430		2,287		103,306		4,685		153,736		6,972
Precision Castparts Corp.		44,427		3,326		84,100		6,296		128,527		9,622
Raytheon Co.		129,449		5,855		250,739		11,341		380,188		17,196
Rockwell Automation, Inc.		43,080		1,361		88,041		2,781		131,121		4,142
Rockwell Collins, Inc.		47,381		1,817		98,524		3,778		145,905		5,595
Textron, Inc.		74,178		796		154,126		1,654		228,304		2,450
The Boeing Co.		227,639		9,117		440,715		17,651		668,354		26,768
The Manitowoc Co., Inc.		39,400		234		74,100		441		113,500		675
Tyco International Ltd.		41,405		984		84,553		2,009		125,958		2,993
United Technologies Corp.		298,166		14,562		570,169		27,847		868,335		42,409
W.W. Grainger, Inc.		22,128		1,856		40,399		3,389		62,527		5,245
												527,714

Commercial & Professional Supplies 0.7% of net assets
Avery Dennison Corp.		32,219		926		56,457		1,623		88,676		2,549
Cintas Corp.		39,585		1,016		81,991		2,104		121,576		3,120
Equifax, Inc.		37,841		1,103		80,620		2,351		118,461		3,454
Iron Mountain, Inc.*		55,400		1,578		75,000		2,137		130,400		3,715
Monster Worldwide, Inc.*		34,612		478		77,326		1,067		111,938		1,545
Pitney Bowes, Inc.		62,737		1,540		131,854		3,236		194,591		4,776
R.R. Donnelley & Sons Co.		61,522		717		131,347		1,530		192,869		2,247
Republic Services, Inc.		97,101		2,039		156,433		3,285		253,534		5,324


	Institutional Select				S& P 500				Pro Forma Combined S&P 500
	S& P 500 Fund				Index Fund				Index Fund (Surviving Fund)
	Number of		Market		Number of		Market		Number of		Market Value
	Shares		Value ($)		Shares		Value ($)		Shares		($)
Robert Half International, Inc.		45,969		1,104		97,973		2,353		143,942		3,457
Stericycle, Inc.*		25,800		1,215		48,000		2,260		73,800		3,475
The Dun & Bradstreet Corp.		16,600		1,351		23,000		1,872		39,600		3,223
Waste Management, Inc.		161,611		4,310		310,505		8,281		472,116		12,591
												49,476

Consumer Durables & Apparel 1.1% of net assets
Centex Corp.		35,337		387		72,629		794		107,966		1,181
Coach, Inc.*		102,212		2,504		207,716		5,089		309,928		7,593
D.R. Horton, Inc.		78,260		1,021		164,056		2,141		242,316		3,162
Eastman Kodak Co.		88,752		271		169,561		517		258,313		788
Fortune Brands, Inc.		45,130		1,774		91,549		3,599		136,679		5,373
Harman International Industries, Inc.		16,056		292		34,500		627		50,556		919
Hasbro, Inc.		49,662		1,324		83,255		2,220		132,917		3,544
Jones Apparel Group, Inc.		24,819		229		52,684		487		77,503		716
KB HOME		21,535		389		38,775		701		60,310		1,090
Leggett & Platt, Inc.		48,491		696		107,903		1,549		156,394		2,245
Lennar Corp., Class A		40,136		391		79,582		775		119,718		1,166
Liz Claiborne, Inc.		25,123		119		61,119		290		86,242		409
Mattel, Inc.		110,427		1,652		222,967		3,336		333,394		4,988
Newell Rubbermaid, Inc.		79,932		835		167,418		1,749		247,350		2,584
NIKE, Inc., Class B		124,620		6,539		236,242		12,396		360,862		18,935
Polo Ralph Lauren Corp.		22,326		1,202		37,700		2,030		60,026		3,232
Pulte Homes, Inc.		62,164		716		122,586		1,411		184,750		2,127
Snap-on, Inc.		21,828		741		35,854		1,216		57,682		1,957
The Black & Decker Corp.		19,154		772		37,550		1,513		56,704		2,285
The Stanley Works		22,145		842		52,574		1,999		74,719		2,841
VF Corp.		25,784		1,528		53,707		3,183		79,491		4,711
Whirlpool Corp.		29,331		1,325		46,691		2,109		76,022		3,434
												75,280

Consumer Services 1.8% of net assets
Apollo Group, Inc., Class A*		39,085		2,461		69,705		4,388		108,790		6,849
Carnival Corp.		138,514		3,723		265,307		7,131		403,821		10,854
Darden Restaurants, Inc.		48,518		1,794		78,430		2,900		126,948		4,694
H&R Block, Inc.		101,711		1,540		157,094		2,378		258,805		3,918
International Game Technology		87,391		1,079		191,469		2,365		278,860		3,444
Marriott International, Inc., Class A		90,760		2,138		183,134		4,315		273,894		6,453
McDonald’s Corp.		355,817		18,962		671,221		35,769		1,027,038		54,731
Starbucks Corp.*		245,152		3,545		462,410		6,686		707,562		10,231
Starwood Hotels & Resorts Worldwide, Inc.		58,195		1,214		120,073		2,505		178,268		3,719
Wyndham Worldwide Corp.		52,921		618		107,943		1,261		160,864		1,879
Wynn Resorts Ltd.*		28,100		1,102		46,000		1,805		74,100		2,907
Yum! Brands, Inc.		151,779		5,062		288,706		9,628		440,485		14,690
												124,369

Diversified Financials 6.3% of net assets
American Capital Ltd.		50,161		155		55,200		171		105,361		326
American Express Co.		370,537		9,345		703,404		17,740		1,073,941		27,085
Ameriprise Financial, Inc.		67,253		1,772		148,061		3,901		215,314		5,673
Bank of America Corp.		2,033,607		18,160		3,837,204		34,266		5,870,811		52,426
Bank of New York Mellon Corp.		363,950		9,273		691,023		17,607		1,054,973		26,880
Capital One Financial Corp.		116,885		1,957		233,489		3,909		350,374		5,866
CIT Group, Inc.		105,814		235		116,838		259		222,652		494
Citigroup, Inc. (a)		1,779,001		5,426		3,356,343		10,237		5,135,344		15,663
CME Group, Inc.		21,847		4,836		41,090		9,095		62,937		13,931
Discover Financial Services		146,049		1,187		300,324		2,442		446,373		3,629
ETRADE Financial Corp.		307,695		440		262,898		376		570,593		816
Federated Investors, Inc., Class B		30,095		689		45,911		1,050		76,006		1,739
Franklin Resources, Inc.		45,799		2,770		96,036		5,808		141,835		8,578
IntercontinentalExchange, Inc.*		22,058		1,932		37,700		3,303		59,758		5,235
Invesco Ltd.		114,604		1,687		238,243		3,507		352,847		5,194
Janus Capital Group, Inc.		74,944		752		95,251		955		170,195		1,707
JPMorgan Chase & Co.		1,193,415		39,383		2,251,616		74,303		3,445,031		113,686
Legg Mason, Inc.		41,098		825		81,300		1,632		122,398		2,457
Leucadia National Corp.*		53,051		1,126		119,200		2,531		172,251		3,657
Moody’s Corp.		60,038		1,772		126,591		3,737		186,629		5,509
Morgan Stanley		334,606		7,910		655,048		15,485		989,654		23,395
Northern Trust Corp.		71,784		3,902		136,434		7,417		208,218		11,319
NYSE Euronext		79,600		1,844		163,400		3,786		243,000		5,630


	Institutional Select				S& P 500				Pro Forma Combined S&P 500
	S& P 500 Fund				Index Fund				Index Fund (Surviving Fund)
	Number of		Market		Number of		Market		Number of		Market Value
	Shares		Value ($)		Shares		Value ($)		Shares		($)
SLM Corp.*		139,456		674		255,962		1,236		395,418		1,910
State Street Corp.		140,998		4,812		265,928		9,076		406,926		13,888
T. Rowe Price Group, Inc.		78,153		3,011		159,326		6,137		237,479		9,148
The Charles Schwab Corp. (b)		299,895		5,542		582,786		10,770		882,681		16,312
The Goldman Sachs Group, Inc.		159,892		20,546		297,977		38,290		457,869		58,836
The Nasdaq OMX Group, Inc.*		41,100		790		64,000		1,231		105,100		2,021
												443,010

Energy 12.3% of net assets
Anadarko Petroleum Corp.		147,017		6,331		286,332		12,329		433,349		18,660
Apache Corp.		105,957		7,720		194,449		14,168		300,406		21,888
Baker Hughes, Inc.		97,786		3,479		190,241		6,769		288,027		10,248
BJ Services Co.		82,284		1,143		150,775		2,094		233,059		3,237
Cabot Oil & Gas Corp.		31,500		951		59,700		1,802		91,200		2,753
Cameron International Corp.*		66,900		1,711		129,400		3,310		196,300		5,021
Chesapeake Energy Corp.		177,766		3,504		286,300		5,643		464,066		9,147
Chevron Corp.		632,875		41,833		1,219,559		80,613		1,852,434		122,446
ConocoPhillips		467,871		19,183		906,119		37,151		1,373,990		56,334
CONSOL Energy, Inc.		55,318		1,730		104,200		3,259		159,518		4,989
Denbury Resources, Inc.*		71,500		1,164		90,000		1,465		161,500		2,629
Devon Energy Corp.		140,445		7,282		269,713		13,985		410,158		21,267
Diamond Offshore Drilling, Inc.		21,600		1,564		21,000		1,521		42,600		3,085
El Paso Corp.		211,137		1,457		410,934		2,835		622,071		4,292
ENSCO International, Inc.		46,193		1,306		70,400		1,991		116,593		3,297
EOG Resources, Inc.		79,099		5,021		150,907		9,580		230,006		14,601
Exxon Mobil Corp.		1,574,407		104,966		3,052,491		203,510		4,626,898		308,476
Halliburton Co.		284,032		5,743		546,836		11,057		830,868		16,800
Hess Corp.		89,738		4,917		162,202		8,887		251,940		13,804
Marathon Oil Corp.		227,030		6,743		436,722		12,971		663,752		19,714
Massey Energy Co.		21,700		345		66,700		1,061		88,400		1,406
Murphy Oil Corp.		59,865		2,856		97,527		4,653		157,392		7,509
Nabors Industries Ltd.*		86,694		1,319		174,696		2,657		261,390		3,976
National-Oilwell Varco, Inc.*		132,114		4,000		222,610		6,741		354,724		10,741
Noble Corp.		18,333		501		38,482		1,052		56,815		1,553
Noble Energy		54,584		3,098		104,000		5,902		158,584		9,000
Occidental Petroleum Corp.		255,926		14,406		495,524		27,893		751,450		42,299
Peabody Energy Corp.		84,564		2,232		134,400		3,547		218,964		5,779
Pioneer Natural Resources Co.		34,500		798		73,000		1,688		107,500		2,486
Range Resources Corp.		49,400		1,974		88,600		3,541		138,000		5,515
Rowan Cos., Inc.		31,222		487		64,341		1,004		95,563		1,491
Schlumberger Ltd.		378,380		18,537		728,459		35,687		1,106,839		54,224
Smith International, Inc.		66,232		1,712		110,400		2,854		176,632		4,566
Southwestern Energy Co.*		104,600		3,751		189,200		6,785		293,800		10,536
Spectra Energy Corp.		202,875		2,942		356,334		5,167		559,209		8,109
Sunoco, Inc.		35,590		943		72,311		1,917		107,901		2,860
Tesoro Corp.		42,107		642		42,700		651		84,807		1,293
The Williams Cos., Inc.		172,596		2,434		368,102		5,190		540,698		7,624
Valero Energy Corp.		157,455		3,124		322,485		6,398		479,940		9,522
Weatherford International Ltd.*		39,720		661		100,262		1,667		139,982		2,328
XTO Energy, Inc.		183,417		6,357		325,083		11,267		508,500		17,624
												873,129

Food & Staples Retailing 3.3% of net assets
Costco Wholesale Corp.		134,151		6,520		259,841		12,628		393,992		19,148
CVS Caremark Corp.		464,011		14,746		854,940		27,170		1,318,951		41,916
Safeway, Inc.		133,921		2,645		264,175		5,218		398,096		7,863
SUPERVALU, Inc.		61,057		998		124,524		2,036		185,581		3,034
Sysco Corp.		183,662		4,285		355,595		8,296		539,257		12,581
The Kroger Co.		203,311		4,396		393,636		8,510		596,947		12,906
Wal-Mart Stores, Inc.		711,059		35,837		1,331,643		67,115		2,042,702		102,952
Walgreen Co.		318,312		10,004		593,699		18,660		912,011		28,664
Whole Foods Market, Inc.		43,116		894		62,900		1,304		106,016		2,198
												231,262

Food, Beverage & Tobacco 5.7% of net assets
Altria Group, Inc.		647,862		10,580		1,193,829		19,495		1,841,691		30,075
Archer-Daniels-Midland Co.		203,730		5,016		390,669		9,618		594,399		14,634
Brown-Forman Corp., Class B		28,542		1,327		51,186		2,380		79,728		3,707
Campbell Soup Co.		75,998		1,955		120,713		3,105		196,711		5,060
Coca-Cola Enterprises, Inc.		91,595		1,563		173,467		2,959		265,062		4,522


	Institutional Select				S& P 500				Pro Forma Combined S&P 500
	S& P 500 Fund				Index Fund				Index Fund (Surviving Fund)
	Number of		Market		Number of		Market		Number of		Market Value
	Shares		Value ($)		Shares		Value ($)		Shares		($)
ConAgra Foods, Inc.		164,694		2,915		286,055		5,063		450,749		7,978
Constellation Brands, Inc., Class A*		55,260		640		117,905		1,367		173,165		2,007
Dean Foods Co.*		44,370		918		43,900		909		88,270		1,827
Dr. Pepper Snapple Group, Inc.*		74,300		1,539		140,000		2,899		214,300		4,438
General Mills, Inc.		106,687		5,408		204,503		10,366		311,190		15,774
H.J. Heinz Co.		107,992		3,717		192,551		6,628		300,543		10,345
Hormel Foods Corp.		19,300		604		30,000		939		49,300		1,543
Kellogg Co.		78,449		3,303		153,585		6,467		232,034		9,770
Kraft Foods, Inc., Class A		461,554		10,800		882,400		20,648		1,343,954		31,448
Lorillard, Inc.		51,279		3,237		103,718		6,548		154,997		9,785
McCormick & Co., Inc.		53,329		1,571		77,973		2,296		131,302		3,867
Molson Coors Brewing Co., Class B		52,680		2,015		72,850		2,786		125,530		4,801
PepsiCo, Inc.		495,756		24,669		927,083		46,132		1,422,839		70,801
Philip Morris International, Inc.		633,262		22,924		1,214,884		43,979		1,848,146		66,903
Reynolds American, Inc.		52,120		1,980		110,078		4,181		162,198		6,161
Sara Lee Corp.		220,312		1,833		442,030		3,678		662,342		5,511
The Coca-Cola Co.		633,176		27,258		1,184,352		50,986		1,817,528		78,244
The Hershey Co.		54,936		1,985		97,892		3,538		152,828		5,523
The J.M. Smucker Co.		51,271		2,020		78,504		3,093		129,775		5,113
The Pepsi Bottling Group, Inc.		43,260		1,353		81,611		2,552		124,871		3,905
Tyson Foods, Inc., Class A		88,388		932		136,402		1,438		224,790		2,370
												406,112

Health Care Equipment & Services 4.2% of net assets
Aetna, Inc.		151,548		3,336		282,132		6,210		433,680		9,546
AmerisourceBergen Corp.		53,491		1,799		102,482		3,448		155,973		5,247
Baxter International, Inc.		193,028		9,362		372,961		18,089		565,989		27,451
Becton, Dickinson & Co.		74,896		4,530		147,494		8,921		222,390		13,451
Boston Scientific Corp.*		470,924		3,960		800,150		6,729		1,271,074		10,689
C.R. Bard, Inc.		30,161		2,160		60,312		4,320		90,473		6,480
Cardinal Health, Inc.		110,553		3,736		216,680		7,322		327,233		11,058
CIGNA Corp.		87,198		1,719		175,110		3,451		262,308		5,170
Coventry Health Care, Inc.*		44,738		712		93,847		1,493		138,585		2,205
Covidien Ltd.		157,006		5,178		302,553		9,978		459,559		15,156
DaVita, Inc.*		32,100		1,489		47,000		2,179		79,100		3,668
DENTSPLY International, Inc.		46,000		1,317		65,000		1,860		111,000		3,177
Express Scripts, Inc.*		78,322		5,010		152,264		9,740		230,586		14,750
Hospira, Inc.*		46,814		1,539		92,968		3,056		139,782		4,595
Humana, Inc.*		52,414		1,508		105,389		3,033		157,803		4,541
IMS Health, Inc.		53,886		677		120,083		1,508		173,969		2,185
Intuitive Surgical, Inc.*		11,300		1,624		22,700		3,263		34,000		4,887
Laboratory Corp. of America Holdings*		31,947		2,049		67,844		4,352		99,791		6,401
McKesson Corp.		83,009		3,071		170,166		6,296		253,175		9,367
Medco Health Solutions, Inc.*		157,856		6,875		302,326		13,166		460,182		20,041
Medtronic, Inc.		349,443		11,182		670,796		21,466		1,020,239		32,648
Patterson Cos., Inc.*		37,603		769		69,444		1,421		107,047		2,190
Quest Diagnostics, Inc.		46,838		2,404		88,042		4,519		134,880		6,923
St. Jude Medical, Inc.*		107,828		3,614		208,159		6,978		315,987		10,592
Stryker Corp.		77,698		3,008		146,742		5,680		224,440		8,688
Tenet Healthcare Corp.*		131,540		296		48,777		110		180,317		406
UnitedHealth Group, Inc.		384,617		9,046		725,993		17,075		1,110,610		26,121
Varian Medical Systems, Inc.*		35,606		1,188		49,000		1,635		84,606		2,823
WellPoint, Inc.*		166,460		7,118		308,969		13,211		475,429		20,329
Zimmer Holdings, Inc.*		67,054		2,950		140,969		6,201		208,023		9,151
Total Health Care Equipment & Services												299,936

Household & Personal Products 2.8% of net assets
Avon Products, Inc.		129,450		2,946		257,470		5,860		386,920		8,806
Colgate-Palmolive Co.		157,020		9,264		302,177		17,829		459,197		27,093
Kimberly-Clark Corp.		129,714		6,374		249,681		12,269		379,395		18,643
The Clorox Co.		42,435		2,379		84,122		4,715		126,557		7,094
The Estee Lauder Cos., Inc., Class A		34,626		1,035		62,600		1,872		97,226		2,907
The Procter & Gamble Co.		925,554		45,760		1,774,636		87,738		2,700,190		133,498
												198,041

Insurance 2.3% of net assets
Aflac, Inc.		142,470		4,116		282,803		8,170		425,273		12,286
American International Group, Inc.		765,327		1,056		1,600,032		2,208		2,365,359		3,264
Aon Corp.		94,810		4,001		178,840		7,547		273,650		11,548
Assurant, Inc.		34,646		847		53,600		1,310		88,246		2,157


	Institutional Select				S& P 500				Pro Forma Combined S&P 500
	S& P 500 Fund				Index Fund				Index Fund (Surviving Fund)
	Number of		Market		Number of		Market		Number of		Market Value
	Shares		Value ($)		Shares		Value ($)		Shares		($)
Cincinnati Financial Corp.		51,717		1,239		101,886		2,440		153,603		3,679
Genworth Financial, Inc., Class A		123,626		292		280,038		661		403,664		953
Lincoln National Corp.		103,201		1,160		165,270		1,858		268,471		3,018
Loews Corp.		111,913		2,785		223,303		5,558		335,216		8,343
Marsh & McLennan Cos., Inc.		164,795		3,476		315,984		6,664		480,779		10,140
MBIA, Inc.*		52,289		247		78,224		370		130,513		617
MetLife, Inc.		266,466		7,927		502,911		14,962		769,377		22,889
Principal Financial Group, Inc.		96,855		1,583		158,912		2,597		255,767		4,180
Prudential Financial, Inc.		142,750		4,123		269,281		7,777		412,031		11,900
The Allstate Corp.		169,418		3,953		327,492		7,640		496,910		11,593
The Chubb Corp.		113,253		4,411		217,240		8,461		330,493		12,872
The Hartford Financial Services Group, Inc.		120,958		1,387		194,837		2,235		315,795		3,622
The Progressive Corp.*		219,992		3,361		415,028		6,342		635,020		9,703
The Travelers Cos., Inc.		187,103		7,697		352,357		14,496		539,460		22,193
Torchmark Corp.		33,560		984		58,181		1,706		91,741		2,690
Unum Group		100,002		1,634		213,338		3,486		313,340		5,120
XL Capital Ltd., Class A		108,500		1,032		108,299		1,030		216,799		2,062
												164,829

Materials 3.4% of net assets
Air Products & Chemicals, Inc.		69,847		4,603		131,754		8,683		201,601		13,286
AK Steel Holding Corp.		54,000		702		50,800		661		104,800		1,363
Alcoa, Inc.		325,127		2,949		613,437		5,564		938,564		8,513
Allegheny Technologies, Inc.		27,515		900		53,155		1,740		80,670		2,640
Ashland, Inc.		20,237		444		43,550		956		63,787		1,400
Ball Corp.		29,347		1,107		59,822		2,257		89,169		3,364
Bemis Co., Inc.		27,985		673		59,750		1,436		87,735		2,109
CF Industries Holdings, Inc.*		16,025		1,155		25,000		1,801		41,025		2,956
E.I. du Pont de Nemours & Co.		292,576		8,163		551,828		15,396		844,404		23,559
Eastman Chemical Co.		27,367		1,086		45,991		1,825		73,358		2,911
Ecolab, Inc.		52,033		2,006		105,595		4,071		157,628		6,077
Freeport-McMoRan Copper & Gold, Inc.		127,174		5,424		249,796		10,654		376,970		16,078
International Flavors & Fragrances, Inc.		22,876		714		48,167		1,503		71,043		2,217
International Paper Co.		161,986		2,051		258,603		3,274		420,589		5,325
MeadWestvaco Corp.		49,173		770		104,877		1,642		154,050		2,412
Monsanto Co.		174,574		14,820		329,326		27,956		503,900		42,776
Newmont Mining Corp.		156,834		6,311		295,912		11,908		452,746		18,219
Nucor Corp.		100,596		4,093		189,804		7,723		290,400		11,816
Owens-Illinois, Inc.*		50,900		1,241		80,000		1,951		130,900		3,192
Pactiv Corp.*		41,048		897		79,295		1,733		120,343		2,630
PPG Industries, Inc.		56,587		2,493		102,061		4,496		158,648		6,989
Praxair, Inc.		97,049		7,241		187,730		14,007		284,779		21,248
Sealed Air Corp.		46,258		882		98,210		1,872		144,468		2,754
Sigma-Aldrich Corp.		37,328		1,636		77,926		3,416		115,254		5,052
The Dow Chemical Co.		311,332		4,981		587,403		9,398		898,735		14,379
Titanium Metals Corp.		55,100		374		26,900		183		82,000		557
United States Steel Corp.		44,565		1,183		77,148		2,048		121,713		3,231
Vulcan Materials Co.		33,267		1,582		69,704		3,314		102,971		4,896
Weyerhaeuser Co.		72,742		2,565		127,433		4,493		200,175		7,058
												239,007

Media 2.6% of net assets
CBS Corp., Class B		207,625		1,462		419,711		2,955		627,336		4,417
Comcast Corp., Class A		915,401		14,152		1,727,063		26,700		2,642,464		40,852
Gannett Co., Inc.		66,075		258		138,839		543		204,914		801
Meredith Corp.		15,658		393		17,154		430		32,812		823
News Corp., Class A		727,990		6,013		1,391,611		11,495		2,119,601		17,508
Omnicom Group, Inc.		94,705		2,980		195,442		6,151		290,147		9,131
Scripps Networks Interactive, Class A		23,068		633		39,225		1,076		62,293		1,709
The DIRECTV Group, Inc.*		199,842		4,942		366,460		9,063		566,302		14,005
The Interpublic Group of Cos., Inc.*		133,246		834		256,619		1,606		389,865		2,440
The McGraw-Hill Cos., Inc.		99,856		3,011		195,811		5,904		295,667		8,915
The New York Times Co., Class A		31,047		167		81,287		437		112,334		604
The Walt Disney Co.		587,267		12,861		1,111,116		24,334		1,698,383		37,195
The Washington Post Co., Class B		2,019		845		1,250		523		3,269		1,368
Time Warner Cable, Inc., Class A		114,530		3,691		217,171		6,999		331,701		10,690
Time Warner, Inc.		380,071		8,297		717,003		15,652		1,097,074		23,949
Viacom, Inc., Class B*		188,650		3,630		379,603		7,304		568,253		10,934
												185,341


	Institutional Select				S& P 500				Pro Forma Combined S&P 500
	S& P 500 Fund				Index Fund				Index Fund (Surviving Fund)
	Number of		Market		Number of		Market		Number of		Market Value
	Shares		Value ($)		Shares		Value ($)		Shares		($)
Pharmaceuticals, Biotechnology & Life Sciences 9.3% of net assets
Abbott Laboratories		486,581		20,363		924,205		38,678		1,410,786		59,041
Allergan, Inc.		95,936		4,476		185,022		8,633		280,958		13,109
Amgen, Inc.*		330,261		16,008		633,298		30,696		963,559		46,704
Biogen Idec, Inc.*		93,230		4,507		177,761		8,593		270,991		13,100
Bristol-Myers Squibb Co.		623,911		11,979		1,189,853		22,845		1,813,764		34,824
Celgene Corp.*		144,413		6,169		257,500		11,000		401,913		17,169
Cephalon, Inc.*		26,900		1,765		40,000		2,624		66,900		4,389
Eli Lilly & Co.		318,468		10,484		604,055		19,886		922,523		30,370
Forest Laboratories, Inc.*		91,241		1,979		195,423		4,239		286,664		6,218
Genzyme Corp.*		85,041		4,535		162,807		8,683		247,848		13,218
Gilead Sciences, Inc.*		287,381		13,162		551,294		25,249		838,675		38,411
Johnson & Johnson		874,095		45,768		1,655,330		86,673		2,529,425		132,441
King Pharmaceuticals, Inc.*		105,433		831		159,892		1,260		265,325		2,091
Life Technologies Corp.*		53,386		1,991		45,749		1,706		99,135		3,697
Merck & Co., Inc.		663,486		16,083		1,272,857		30,854		1,936,343		46,937
Millipore Corp.*		15,452		913		16,408		970		31,860		1,883
Mylan, Inc.*		88,202		1,169		115,549		1,531		203,751		2,700
PerkinElmer, Inc.		33,580		489		70,980		1,034		104,560		1,523
Pfizer, Inc.		2,119,005		28,310		4,016,667		53,663		6,135,672		81,973
Schering-Plough Corp.		512,575		11,800		946,326		21,784		1,458,901		33,584
Teva Pharmaceutical Industries Ltd. ADR		18,250		801		41,481		1,821		59,731		2,622
Thermo Fisher Scientific, Inc.*		130,738		4,586		251,699		8,830		382,437		13,416
Waters Corp.*		29,184		1,289		60,268		2,662		89,452		3,951
Watson Pharmaceuticals, Inc.*		42,635		1,319		63,811		1,974		106,446		3,293
Wyeth		419,782		17,799		800,282		33,932		1,220,064		51,731
												658,395

Real Estate 1.0% of net assets
Apartment Investment & Management Co., Class A		42,225		308		82,689		604		124,914		912
AvalonBay Communities, Inc.		23,689		1,346		41,310		2,347		64,999		3,693
Boston Properties, Inc.		43,176		2,134		65,600		3,242		108,776		5,376
CB Richard Ellis Group, Inc., Class A*		66,140		496		164,700		1,235		230,840		1,731
Developers Diversified Realty Corp.		38,640		159		42,200		174		80,840		333
Equity Residential		82,130		1,880		165,692		3,793		247,822		5,673
HCP, Inc.		75,700		1,662		134,700		2,957		210,400		4,619
Health Care REIT, Inc.		31,600		1,077		60,000		2,044		91,600		3,121
Host Hotels & Resorts, Inc.		158,004		1,215		349,458		2,687		507,462		3,902
Kimco Realty Corp.		117,559		1,413		184,400		2,216		301,959		3,629
Plum Creek Timber Co., Inc.		50,227		1,734		106,950		3,692		157,177		5,426
ProLogis		158,140		1,441		204,506		1,863		362,646		3,304
Public Storage		39,653		2,651		74,825		5,003		114,478		7,654
Simon Property Group, Inc.		84,095		4,339		161,054		8,310		245,149		12,649
Ventas, Inc.		53,800		1,541		75,000		2,148		128,800		3,689
Vornado Realty Trust		41,871		2,047		76,519		3,741		118,390		5,788
Total Real Estate												71,499

Retailing 3.6% of net assets
Abercrombie & Fitch Co., Class A		28,945		783		55,900		1,513		84,845		2,296
Amazon.com, Inc.*		102,502		8,253		192,488		15,499		294,990		23,752
AutoNation, Inc.*		37,567		665		80,566		1,427		118,133		2,092
AutoZone, Inc.*		14,511		2,414		24,987		4,158		39,498		6,572
Bed Bath & Beyond, Inc.*		89,004		2,708		167,865		5,106		256,869		7,814
Best Buy Co., Inc.		112,566		4,320		212,291		8,148		324,857		12,468
Big Lots, Inc.*		32,158		889		62,909		1,739		95,067		2,628
Dillard’s, Inc., Class A		15,101		116		33,711		260		48,812		376
Expedia, Inc.*		61,626		839		126,600		1,723		188,226		2,562
Family Dollar Stores, Inc.		50,438		1,674		85,892		2,851		136,330		4,525
GameStop Corp., Class A*		47,300		1,427		97,900		2,953		145,200		4,380
Genuine Parts Co.		48,585		1,650		102,653		3,486		151,238		5,136
J.C. Penney Co., Inc.		69,337		2,128		135,584		4,161		204,921		6,289
Kohl’s Corp.*		97,329		4,414		188,281		8,539		285,610		12,953
Limited Brands, Inc.		105,748		1,208		189,987		2,170		295,735		3,378
Lowe’s Cos., Inc.		467,088		10,042		881,200		18,946		1,348,288		28,988
Macy’s, Inc.		149,636		2,047		272,190		3,724		421,826		5,771
Nordstrom, Inc.		59,114		1,338		109,382		2,475		168,496		3,813
O’Reilly Automotive, Inc.*		42,900		1,667		84,000		3,263		126,900		4,930
Office Depot, Inc.*		197,044		510		167,083		433		364,127		943
RadioShack Corp.		59,379		836		79,067		1,113		138,446		1,949
Sears Holdings Corp.*		22,551		1,409		40,075		2,503		62,626		3,912


	Institutional Select				S& P 500				Pro Forma Combined S&P 500
	S& P 500 Fund				Index Fund				Index Fund (Surviving Fund)
	Number of		Market		Number of		Market		Number of		Market Value
	Shares		Value ($)		Shares		Value ($)		Shares		($)
Staples, Inc.		220,172		4,540		426,397		8,792		646,569		13,332
Target Corp.		241,989		9,984		456,519		18,836		698,508		28,820
The Gap, Inc.		152,063		2,363		294,399		4,575		446,462		6,938
The Home Depot, Inc.		540,343		14,222		1,019,607		26,836		1,559,950		41,058
The Sherwin-Williams Co.		35,885		2,033		60,651		3,435		96,536		5,468
The TJX Cos., Inc.		139,064		3,890		262,389		7,339		401,453		11,229
Tiffany & Co.		46,620		1,349		74,308		2,150		120,928		3,499
												257,871

Semiconductors & Semiconductor Equipment 2.5% of net assets
Advanced Micro Devices, Inc.*		177,468		641		301,471		1,088		478,939		1,729
Altera Corp.		104,352		1,702		194,494		3,172		298,846		4,874
Analog Devices, Inc.		91,332		1,943		179,122		3,812		270,454		5,755
Applied Materials, Inc.		414,573		5,062		820,999		10,024		1,235,572		15,086
Broadcom Corp., Class A*		143,737		3,333		274,481		6,365		418,218		9,698
Intel Corp.		1,771,579		27,955		3,333,326		52,600		5,104,905		80,555
KLA-Tencor Corp.		53,014		1,471		110,567		3,067		163,581		4,538
Linear Technology Corp.		72,630		1,582		136,338		2,970		208,968		4,552
LSI Corp.*		180,938		695		250,138		961		431,076		1,656
MEMC Electronic Materials, Inc.*		84,627		1,371		105,100		1,703		189,727		3,074
Microchip Technology, Inc.		66,723		1,535		92,700		2,132		159,423		3,667
Micron Technology, Inc.*		190,562		930		425,213		2,075		615,775		3,005
National Semiconductor Corp.		79,645		985		132,830		1,643		212,475		2,628
Novellus Systems, Inc.*		37,937		685		62,474		1,128		100,411		1,813
NVIDIA Corp.*		170,032		1,952		324,850		3,729		494,882		5,681
Teradyne, Inc.*		59,066		351		119,683		711		178,749		1,062
Texas Instruments, Inc.		411,534		7,432		789,420		14,257		1,200,954		21,689
Xilinx, Inc.		93,595		1,913		172,868		3,533		266,463		5,446
												176,508

Software & Services 6.9% of net assets
Adobe Systems, Inc.*		174,354		4,769		322,522		8,821		496,876		13,590
Affiliated Computer Services, Inc., Class A*		34,575		1,673		58,472		2,829		93,047		4,502
Akamai Technologies, Inc.*		53,941		1,188		49,500		1,090		103,441		2,278
Autodesk, Inc.*		83,335		1,662		142,646		2,844		225,981		4,506
Automatic Data Processing, Inc.		165,233		5,816		306,040		10,773		471,273		16,589
BMC Software, Inc.*		64,438		2,234		120,001		4,160		184,439		6,394
CA, Inc.		118,830		2,050		248,295		4,283		367,125		6,333
Citrix Systems, Inc.*		57,463		1,639		101,545		2,897		159,008		4,536
Cognizant Technology Solutions Corp., Class A*		92,548		2,294		176,300		4,370		268,848		6,664
Computer Sciences Corp.*		47,587		1,759		94,953		3,509		142,540		5,268
Compuware Corp.*		96,468		722		179,317		1,341		275,785		2,063
Convergys Corp.*		46,132		466		85,006		859		131,138		1,325
eBay, Inc.*		337,483		5,558		653,586		10,765		991,069		16,323
Electronic Arts, Inc.*		102,073		2,077		189,219		3,851		291,292		5,928
Fidelity National Information Services, Inc.		70,534		1,259		102,300		1,826		172,834		3,085
Fiserv, Inc.*		48,755		1,820		100,097		3,736		148,852		5,556
Google, Inc., Class A*		75,787		30,009		141,971		56,216		217,758		86,225
Intuit, Inc.*		101,933		2,358		197,876		4,577		299,809		6,935
MasterCard, Inc., Class A		24,200		4,439		43,900		8,053		68,100		12,492
McAfee, Inc.*		45,900		1,723		90,000		3,379		135,900		5,102
Microsoft Corp.		2,427,833		49,188		4,613,998		93,480		7,041,831		142,668
Novell, Inc.*		101,560		382		220,687		830		322,247		1,212
Oracle Corp.		1,213,310		23,465		2,331,376		45,089		3,544,686		68,554
Paychex, Inc.		103,535		2,796		198,430		5,360		301,965		8,156
Salesforce.com, Inc.*		29,936		1,282		47,435		2,031		77,371		3,313
Symantec Corp.*		271,496		4,683		513,854		8,864		785,350		13,547
Total System Services, Inc.		57,000		711		118,200		1,474		175,200		2,185
VeriSign, Inc.*		60,925		1,254		117,700		2,422		178,625		3,676
Western Union Co.		228,763		3,832		442,962		7,420		671,725		11,252
Yahoo!, Inc.*		441,264		6,306		787,491		11,253		1,228,755		17,559
Total Software & Services												487,816

Technology Hardware & Equipment 8.8% of net assets
Agilent Technologies, Inc.*		109,399		1,998		220,967		4,035		330,366		6,033
Amphenol Corp., Class A		52,100		1,763		72,000		2,437		124,100		4,200
Apple, Inc.*		282,135		35,501		532,505		67,005		814,640		102,506
Ciena Corp.*		25,233		302		47,466		567		72,699		869
Cisco Systems, Inc.*		1,846,360		35,672		3,498,668		67,594		5,345,028		103,266
Corning, Inc.		492,033		7,194		943,854		13,799		1,435,887		20,993


	Institutional Select				S& P 500				Pro Forma Combined S&P 500
	S& P 500 Fund				Index Fund				Index Fund (Surviving Fund)
	Number of		Market		Number of		Market		Number of		Market Value
	Shares		Value ($)		Shares		Value ($)		Shares		($)
Dell, Inc.*		620,686		7,212		1,041,999		12,108		1,662,685		19,320
EMC Corp.*		635,104		7,958		1,232,341		15,441		1,867,445		23,399
FLIR Systems, Inc.*		48,000		1,065		80,000		1,774		128,000		2,839
Harris Corp.		38,300		1,171		80,000		2,446		118,300		3,617
Hewlett-Packard Co.		758,335		27,285		1,456,373		52,400		2,214,708		79,685
International Business Machines Corp.		424,403		43,803		802,287		82,804		1,226,690		126,607
Jabil Circuit, Inc.		59,901		485		108,685		880		168,586		1,365
JDS Uniphase Corp.*		64,192		296		125,689		580		189,881		876
Juniper Networks, Inc.*		157,365		3,407		305,100		6,606		462,465		10,013
Lexmark International, Inc., Class A*		29,317		575	��	53,391		1,048		82,708		1,623
Molex, Inc.		39,918		665		85,448		1,425		125,366		2,090
Motorola, Inc.		720,154		3,982		1,388,000		7,676		2,108,154		11,658
NetApp, Inc.*		103,281		1,890		208,093		3,808		311,374		5,698
QLogic Corp.*		53,045		752		92,672		1,314		145,717		2,066
QUALCOMM, Inc.		526,787		22,294		986,578		41,752		1,513,365		64,046
SanDisk Corp.*		65,824		1,035		109,800		1,726		175,624		2,761
Sun Microsystems, Inc.*		234,931		2,152		483,538		4,429		718,469		6,581
Tellabs, Inc.*		166,699		873		266,357		1,396		433,056		2,269
Teradata Corp.*		51,247		857		108,424		1,813		159,671		2,670
Tyco Electronics Ltd.		139,306		2,429		281,553		4,910		420,859		7,339
Xerox Corp.		264,522		1,616		540,916		3,305		805,438		4,921
												619,310

Telecommunication Services 3.6% of net assets
American Tower Corp., Class A*		125,300		3,979		211,700		6,724		337,000		10,703
AT&T, Inc.		1,851,394		47,433		3,500,842		89,692		5,352,236		137,125
CenturyTel, Inc.		34,476		936		68,817		1,868		103,293		2,804
Embarq Corp.		43,282		1,582		93,293		3,411		136,575		4,993
Frontier Communications Corp.		101,315		720		197,963		1,407		299,278		2,127
Qwest Communications International, Inc.		447,218		1,740		954,223		3,712		1,401,441		5,452
Sprint Nextel Corp.*		911,731		3,975		1,782,577		7,772		2,694,308		11,747
Verizon Communications, Inc.		898,272		27,254		1,693,606		51,384		2,591,878		78,638
Windstream Corp.		130,129		1,080		261,945		2,174		392,074		3,254
												256,843

Transportation 2.1% of net assets
Burlington Northern Santa Fe Corp.		92,371		6,233		170,459		11,502		262,830		17,735
C.H. Robinson Worldwide, Inc.		53,895		2,865		87,200		4,635		141,095		7,500
CSX Corp.		125,491		3,713		248,206		7,344		373,697		11,057
Expeditors International of Washington, Inc.		67,100		2,329		99,500		3,454		166,600		5,783
FedEx Corp.		98,519		5,513		187,949		10,518		286,468		16,031
Norfolk Southern Corp.		119,568		4,266		229,224		8,179		348,792		12,445
Ryder System, Inc.		26,009		720		34,193		947		60,202		1,667
Southwest Airlines Co.		275,635		1,924		450,801		3,147		726,436		5,071
Union Pacific Corp.		159,234		7,825		307,341		15,103		466,575		22,928
United Parcel Service, Inc., Class B		314,953		16,485		596,665		31,229		911,618		47,714
												147,931

Utilities 3.8% of net assets
Allegheny Energy, Inc.		49,855		1,292		100,525		2,606		150,380		3,898
Ameren Corp.		69,390		1,597		124,330		2,862		193,720		4,459
American Electric Power Co., Inc.		147,367		3,888		245,935		6,488		393,302		10,376
CenterPoint Energy, Inc.		102,929		1,095		172,437		1,835		275,366		2,930
CMS Energy Corp.		67,313		809		116,771		1,404		184,084		2,213
Consolidated Edison, Inc.		87,096		3,234		149,269		5,542		236,365		8,776
Constellation Energy Group, Inc.		63,674		1,533		109,191		2,629		172,865		4,162
Dominion Resources, Inc.		180,848		5,455		351,016		10,587		531,864		16,042
DTE Energy Co.		49,098		1,452		102,614		3,034		151,712		4,486
Duke Energy Corp.		399,209		5,513		766,889		10,591		1,166,098		16,104
Dynegy, Inc., Class A*		131,596		234		247,112		440		378,708		674
Edison International		98,426		2,806		204,467		5,829		302,893		8,635
Entergy Corp.		60,280		3,904		116,073		7,518		176,353		11,422
EQT Corp.		39,200		1,318		78,000		2,623		117,200		3,941
Exelon Corp.*		208,326		9,610		396,464		18,289		604,790		27,899
FirstEnergy Corp.		96,892		3,963		185,163		7,573		282,055		11,536
FPL Group, Inc.		129,188		6,949		250,250		13,461		379,438		20,410
Integrys Energy Group, Inc.		20,415		539		27,779		734		48,194		1,273
Nicor, Inc.		13,226		425		20,782		668		34,008		1,093
NiSource, Inc.		80,406		884		161,756		1,778		242,162		2,662
Northeast Utilities		48,100		1,011		65,000		1,366		113,100		2,377


	Institutional Select				S& P 500				Pro Forma Combined S&P 500
	S& P 500 Fund				Index Fund				Index Fund (Surviving Fund)
	Number of		Market		Number of		Market		Number of		Market Value
	Shares		Value ($)		Shares		Value ($)		Shares		($)
Pepco Holdings, Inc.		65,100		778		99,700		1,191		164,800		1,969
PG&E Corp.		115,950		4,304		219,856		8,161		335,806		12,465
Pinnacle West Capital Corp.		29,616		811		51,445		1,409		81,061		2,220
PPL Corp.		119,228		3,566		227,042		6,791		346,270		10,357
Progress Energy, Inc.		85,767		2,926		158,192		5,397		243,959		8,323
Public Service Enterprise Group, Inc.		157,096		4,688		310,174		9,256		467,270		13,944
Questar Corp.		51,391		1,527		98,900		2,939		150,291		4,466
SCANA Corp.		35,800		1,082		55,000		1,662		90,800		2,744
Sempra Energy		81,552		3,753		156,317		7,194		237,869		10,947
Southern Co.		246,516		7,120		464,409		13,412		710,925		20,532
TECO Energy, Inc.		67,915		719		114,004		1,207		181,919		1,926
The AES Corp.*		202,539		1,432		414,310		2,929		616,849		4,361
Wisconsin Energy Corp.		35,300		1,411		65,000		2,597		100,300		4,008
Xcel Energy, Inc.		144,032		2,656		246,254		4,541		390,286		7,197
Total Utilities												270,827
Total Common Stock (Cost $8,098,603)												6,967,012


	Face		Market		Face		Market		Face Amount		Market Value
	Amount($)		Value ($)		Amount($)		Value ($)		($)		($)
SHORT-TERM INVESTMENTS 1.3% of net asets
Commercial Paper & Other Obligation 1.0% of net assets
Citibank, New York Time Deposit		42,792		42,792		28,456		28,456		71,248		71,248
0.03%, 05/01/09

U.S. Treasury Obligations 0.3% of net assets
U.S. Treasury Bills
0.05%, 06/18/09 (c)		2,394		2,393		—		—		2,394		2,393
0.10%, 06/18/09 (c)		503		503		253		253		756		756
0.14%, 06/18/09 (c)		50		50		—		—		50		50
0.15%, 06/18/09 (c)		1,250		1,250		1,700		1,700		2,950		2,950
0.16%, 06/18/09 (c)		7,000		7,000		3,000		2,998		10,000		9,998
0.17%, 06/18/09 (c)		300		300		550		550		850		850
												16,997

Total Short-Term Investments (Cost $88,245)												88,245

End of Investments

Collateral Invested for Securities on Loan 0.2% of net assets
Securities Lending Investment Fund, a series of the Brown Brothers Investment Trust		4,286,285		4,286		9,834,058		9,834		14,120,343		14,120

Total Collateral Invested for Securities on Loan (Cost $14,120)												14,120

In addition to the above, the fund held the following at 04/30/09. All numbers are x 1,000 except number of futures contracts.

									Number of		Contract
Futures Contract									Contracts		Value
S&P 500 Index, e-mini, Long, expires 06/19/09		1,700		73,950		500		21,750		2,200		95,700

At 04/30/09, the tax basis cost of the fund’s investments was $8,240,063 and the unrealized appreciation and depreciation were $1,200,449 and ($2,385,255), with a net unrealized depreciation of ($1,184,806).


*		Non-income producing security.

(a)		All or a portion of this security is on loan.

(b)		Issuer is affiliated with the fund’s adviser.

(c)		All or a portion of this security is held as collateral for open futures contracts.

Pro Forma Statement of Assets and Liabilities (Unaudited)
Institutional Select Fund, S&P 500 Fund and Pro Forma S&P 500 Fund
As of April 30, 2009

(All numbers are x 1,000 except NAV)


										Pro Forma
										Combined
										S&P 500
	Institutional			S&P 500			Pro Forma			Fund (Surviving
	Select Fund			Fund			Adjustments			Fund)

Assets

Investments, at value including securities on loan of $13,252 (cost $8,186,848)	$	2,468,211		$	4,587,046					$	7,055,257
Collateral invested for securities on loan		4,286			9,834						14,120
Receivables:
Fund shares sold		21,110			3,579						24,689
Dividends		3,393			6,592						9,985
Income from securities on loan		270			620						890
Due from brokers for futures		33			2						35
Foreign tax reclaims		6			13						19
Prepaid expenses		7			15						22

Total assets		2,497,316			4,607,701						7,105,017

Liabilities
Collateral held for securities on loan		4,286			9,834						14,120
Payables:
Fund shares redeemed		2,025			17,314						19,339
Transfer agent and shareholder services fees		15			59						74
Investment advisers and administrators fees		—			36						36
Trustees’ fees		2			4						6
Accrued expenses		119			225						344

Total liabilities		6,447			27,472						33,919

Net Assets
Total assets		2,497,316			4,607,701						7,105,017
Total liabilities		6,447			27,472						33,919

Net assets	$	2,490,869		$	4,580,229					$	7,071,098

Net Assets by Source
Capital received from investors		3,475,720			5,724,134						9,199,854
Net investment income not yet distributed		18,329			35,881						54,210
Net realized capital losses		(165,491	)		(895,351	)					(1,060,842	)
Net unrealized capital losses		(837,689	)		(284,435	)					(1,122,124	)

Net Asset Value (NAV) by Share Class

Investor Shares:
Net Assets				$	2,209,167
Shares Outstanding					163,235
Net Asset Value				$	13.53

Select Shares:
Net Assets	$	2,490,869		$	2,236,618		$	2,343,611	*	$	7,071,098
Shares Outstanding		359,709			164,751			356,111	**		520,862
Net Asset Value	$	6.92		$	13.58					$	13.58

e.Shares:
Net Assets				$	134,444
Shares Outstanding					9,936
Net Asset Value				$	13.53


*		Represents the total value of Investor Shares and e.Shares in the S&P 500 Fund that will be combined into Select Shares prior to the Reorganization as if the combination of the three share classes into a single class of shares occurred on April 30, 2009.

**		Reflects an adjustment of 183,479 shares outstanding for the Institutional Select Fund due to the Reorganization, and 162,729 shares for Investor Shares and 9,903 shares of e.Shares that are combined into Select Shares.

Pro Forma Statement of Operations
Institutional Select Fund, S&P 500 Fund and Pro Forma S&P 500 Fund
For the Year Ended April 30, 2009

(All numbers are x $1,000)


										Pro Forma
										Combined S&P
	Institutional									500 Fund
	Select			S&P 500			Pro Forma			(Surviving
	Fund			Fund			Adjustments			Fund)

Investment Income
Dividends	$	63,828		$	144,279					$	208,107
Interest		642			96						738
Securities on loan		1,352			2,267						3,619

Total investment income		65,822			146,642						212,464

Net Realized Gains and Losses

Net realized losses on investments		(76,640	)		(90,902	)					(167,542	)
Net realized losses on futures contracts		(31,074	)		(10,404	)					(41,478	)
Net realized losses on foreign currency transactions		—			(1	)					(1	)

Net realized losses		(107,714	)		(101,307	)					(209,021	)

Net Unrealized Gains and Losses

Net unrealized losses on investments		(1,060,133	)		(2,600,500	)					(3,660,633	)
Net unrealized losses on futures contracts		7,148			2,605						9,753
Net unrealized losses on foreign currency translations		—			(1	)					(1	)

Net unrealized losses		(1,052,985	)		(2,597,896	)					(3,650,881	)

Expenses
Investment advisor and administrator fees		2,565			5,205						7,770
Transfer agent and shareholder service fees
Investor Shares		—			6,442						6,442
Select Shares		2,516			2,795						5,311
e.Shares		—			172						172
Shareholder reports		57			353						410
Portfolio accounting fees		95			158			(33	)^(a)		220
Registration fees		273			129						402
Custodian fees		81			139						220
Professional fees		41			69			(29	)^(b)		81
Trustees’ fees		36			43			(5	)^(c)		79
Interest expense		—			56						56
Other expenses		50			153						203

Total expenses		5,714			15,714			(67	)		21,366

Expense reduction by adviser and Schwab		(3,199	)		(672	)		67			(3,809	)

Net expenses		2,515			15,042			—			17,557

Increase (Decrease) in Net Assets from Operations

Total investment income		65,822			146,642						212,464
Net expenses		(2,515	)		(15,042	)					(17,557	)

Net investment income		63,307			131,600						194,907
Net realized losses		(107,714	)		(101,307	)					(209,021	)
Net unrealized losses		(1,052,985	)		(2,597,896	)					(3,650,881	)


Decrease in net assets from operations		($1,097,392	)		($2,567,603	)					($3,664,995	)

Notes to the Pro Forma Combined Financial Statements
April 30, 2009

1. BASIS OF COMBINATION

The unaudited Pro Forma Combined Statement of Assets and Liabilities, including the Pro Forma Schedule of Investments (“Pro Forma Statements”) as of April 30, 2009, and the related Pro Forma Combined Statement of Operations for the annual period ended April 30, 2009, reflect the accounts of the Schwab Institutional Select S&P 500 Fund (the “Institutional Select Fund” or the “Acquired Fund”) and Schwab S&P 500 Index Fund (the “S&P 500 Fund” or the “Surviving Fund”, and collectively with the Acquired Fund, the “Funds”), each a series of Schwab Capital Trust (the “Trust”). The Pro Forma Combined Statement of Assets and Liabilities has been restated to reflect a tax free exchange of the Acquired Fund’s shares as of the close of business on April 30, 2009.

The Pro Forma Statements give effect to the proposed transfer of substantially all assets and liabilities of the Acquired Fund in exchange for shares of the Surviving Fund. In conjunction with the reorganization, the S&P 500 Fund is the Surviving Fund. Prior to the Reorganization, the Surviving Fund’s three share classes will be combined into a single class of shares of the Fund and the shareholders of the Acquired Fund will receive shares of the sole remaining share class of the Surviving Fund in connection with the Reorganization. The pro forma financial information of the S&P 500 Fund has been restated to reflect the capitalization of the S&P 500 Fund as if the combination of the S&P 500 Fund’s three share classes into a single class of shares occurred on April 30, 2009.

The Pro Forma Statements should be read in conjunction with the historical financial statements of the Surviving Fund and the Acquired Fund included in their respective Annual and Semi-Annual Reports.

2. SIGNIFICANT ACCOUNTING POLICIES

General—The accounting policies are in conformity with accounting principles generally accepted in the United States of America.

Security Valuation—The Funds value the securities in their portfolios every business day. The Funds use the following policies to value various types of securities:

	•		Securities traded on an exchange or over-the-counter: valued at the closing value for the day, or, on days when no closing value has been reported, halfway between the most recent bid and asked quotes. Securities that are primarily traded on foreign exchanges are valued at the closing values of such securities on their respective exchanges with these values then translated into U.S. dollars at the valuation date exchange rate.

	•		Securities for which no quoted value is available or when a significant event has occurred between the time of the security’s last close and the time the fund calculates net asset value: valued at fair value, as determined in good faith by the Funds’ investment adviser using guidelines adopted by the Funds’ Board of Trustees and the Pricing Committee. Some of the more common reasons that may necessitate that a security be valued at fair value include: the security’s trading has been halted or suspended; the security has been de-listed from a national exchange; the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open; the security’s primary pricing source is not able or willing to provide a price, or certain foreign securities’ closing market values are adjusted for changes in value that may occur between the close of a foreign exchange and the time at which Funds’ shares are priced. The Board of Trustees regularly reviews fair value determinations made by the Funds pursuant to the procedures.

	•		Futures and Forwards: valued at their settlement prices as of the close of their exchanges (for futures) or at a market value based on that day’s exchange rates (for forwards).

	•		Short-term securities (60 days or less to maturity): valued at amortized cost, which approximates market value.

•

Mutual funds: valued at their respective net asset values as determined by those funds in accordance with the 1940 Act for a given day.

3. CAPITAL SHARES

The Pro Forma Combined net asset value per share assumes the issuance of additional shares of the Surviving Fund which would have been issued at April 30, 2009, in connection with the proposed reorganization. Assuming a merger date of April 30, 2009, shareholders of the Institutional Select Fund would have received 0.5101 shares of the S&P 500 Fund in exchange for 1 share of the Institutional Select Fund. The Pro Forma Statements assume that all shares of the Acquired Fund outstanding on April 30, 2009, were exchanged, tax free, for shares of the Surviving Fund.

4. PRO FORMA OPERATING EXPENSES

The pro forma adjustments to these pro forma financial statements are comprised of:

(a)		Adjustment to eliminate certain duplicated accounting/administration fees.

(b)		Adjustment to eliminate duplicate audit fees.

(c)		Adjustment to eliminate duplicate trustee fees.

5. TAX MATTERS

It is the policy of the Trust that each of the Funds qualify or continue to qualify as a regulated investment company, by complying with the requirements of the Internal Revenue Code applicable to regulated investment companies, and by distributing substantially all of its taxable earnings to its shareholders. In order to avoid a federal excise tax, each Fund is required to distribute certain minimum amounts of net realized capital gain for the twelve-month period ending October 31 and net investment income for the calendar year ending December 31. Under the terms of the Plan of Reorganization, this reorganization should be treated as a tax-free business combination.

6. FUND EXPENSES

Charles Schwab & Co., Inc. and Charles Schwab Investment Management, Inc. (CSIM), the investment adviser, have agreed to limit the “net operating expenses” (excluding interest, taxes and certain non-routine expenses) of the Surviving Fund to 0.09% for so long as CSIM serves as investment adviser to the Fund. This agreement may only be amended or terminated with the approval of the Fund’s Board of Trustees.

7. NEW ACCOUNTING STANDARDS

The Funds adopted Financial Accounting Standard Board (“FASB”) Statement of Financial Accounting Standards No. 157 (“FAS 157”), Fair Value Measurements, effective April 1, 2008. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management has concluded that the adoption of FAS 157 is not expected to have a material impact on the Funds’ financial statements.

Various inputs are used in determining the value of a Fund’s investments. FAS 157 establishes a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. These inputs are summarized in the three broad levels listed below:

	•		Level 1 — quoted prices in active markets for identical securities

	•		Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

	•		Level 3 — significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Funds’ net assets as of April 30, 2009:

(All numbers x $1,000)


	Institutional Select				S&P 500				Combined S&P 500
	S&P 500 Fund				Index Fund				Index Fund
			Other				Other				Other
	Investments		Financial		Investments		Financial		Investments		Financial
	in Securities		Instruments*		in Securities		Instruments*		in Securities		Instruments*
Level 1	$	2,413,924	$	6,862	$	4,553,088	$	2,605	$	6,967,012	$	9,467
Level 2		54,287		—		33,958		—		—	—
Level 3		—		—		—		—		—	—


	$	2,468,211	$	6,862	$	4,587,046	$	2,605	$	6,967,012	$	9,467


*		Other Financial Instruments are forward contracts which are not included in Portfolio Holdings and are valued at unrealized appreciation or depreciation.

E. Miscellaneous

Independent Registered Public Accounting Firm

The audited financial statements of the Funds incorporated by reference into this SAI have been audited by PricewaterhouseCoopers LLP, the Funds’ independent registered public accounting firm, to the extent indicated in their reports thereon, which are included in the Funds’ Annual Reports.

PART C

OTHER INFORMATION

Item 15 Indemnification

Article VIII of Registrant’s Amended and Restated Declaration of Trust (Exhibit (1) hereto, which is incorporated by reference) provides in effect that Registrant will indemnify its officers and trustees against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any such officer or trustee in connection with the defense or disposition of any action, suit, or other proceeding. The relevant language of the Declaration of Trust reads as follows:

“Trustees, Officers, etc.

Section 1. The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article, provided, however, that either (a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Trust shall be insured against losses arising from any such advance payments or (c) either a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial type inquiry) that there is reason to believe that such Covered Person will be found entitled to indemnification under this Article.

Compromise Payment

Section 2. As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication by a court, or by any other body before which the proceeding was brought, that such Covered Person either (a) did not act in good faith in the reasonable belief that his or her action was in the best interests of the Trust or (b) is liable to the Trust or its Shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, indemnification shall be provided if (a) approved as in the best interests of the Trust, after notice that it involves such indemnification, by at least a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter) upon a determination, based upon a review of readily available facts (as opposed to a full trial type inquiry) that

such Covered Person acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust and is not liable to the Trust or its Shareholders by reasons of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, or (b) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts (as opposed to a full trial type inquiry) to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust and that such indemnification would not protect such Person against any liability to the Trust to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Any approval pursuant to this Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust or to have been liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.

Indemnification Not Exclusive

Section 3. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which such Covered Person may be entitled. As used in this Article VIII, the term “Covered Person” shall include such person’s heirs, executors and administrators and a “disinterested Trustee” is a Trustee who is not an “interested person” of the Trust as defined in Section 2(a) (19) of the 1940 Act (or who has been exempted from being an “interested person” by any rule, regulation or order of the Commission) and against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this Article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees or officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person; provided, however, that the Trust shall not purchase or maintain any such liability insurance in contravention of applicable law, including without limitation the 1940 Act.”

Item 16 Exhibits


(1)	Articles of Incorporation	Amended and Restated Agreement and Declaration of Trust, dated November 29, 2005 is incorporated herein by reference to Exhibit 1 of Post-Effective Amendment No. 81 to Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on April 28, 2006 (hereinafter referred to as “PEA No. 81”).

(2)	By-Laws	Amended and Restated By-Laws of the Registrant adopted as of November 16, 2004 are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 70 to the Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on February 11, 2005 (hereinafter referred to as “PEA No. 70”).

(3)	Voting Trust Agreements	Not Applicable.

(4)	Reorganization Agreement	Form of Agreement and Plan of Reorganization is filed herewith as Appendix A to Part A of this Registration Statement on Form N-14.


(5)(a)(1)	Instruments Defining rights of Security Holders	Reference is made to Article III, Section 5, Article V, Article VI, Article VIII, Section 4 and Article IX, Sections 1, 5 and 7 of the Amended and Restated Agreement and Declaration of Trust, referenced in Exhibit 1 above.

(5)(a)(2)		Reference is made to Articles 9 and 11 of the Amended and Restated Bylaws referenced in Exhibit 2, above.

(6)(a)(1)	Investment Advisory Contracts	Investment Advisory and Administration Agreement between Registrant and Charles Schwab Investment Management, Inc. (“Investment Adviser”), dated June 15, 1994, is incorporated herein by reference to Exhibit 5(a) of Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on December 17, 1997 (hereinafter referred to as “PEA No. 21”).

(6)(a)(2)		Amended Schedules A and B to the Investment Advisory and Administration Agreement between Registrant and Investment Adviser, are incorporated herein by reference to Exhibit (D)(ii) of Post-Effective Amendment No. 96 to Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on April 29, 2008 (hereinafter referred to as “PEA No. 96”).

(6)(b)(1)		Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and American Century Investment Management, Inc., is incorporated herein by reference to Exhibit (d)(iv) of Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on May 30, 2002 (hereinafter referred to as “PEA No. 48”).

(6)(b)(2)		Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and Gardner Lewis Asset Management LP dated November 23, 2004, is incorporated herein by reference to Exhibit (d)(vi) of Post-Effective Amendment No. 71 to Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on February 25, 2005.

(6)(b)(3)		Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and Harris Associates LP dated January 11, 2002, is incorporated herein by reference to Exhibit (d)(x) of PEA No. 48.

(6)(b)(4)		Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and TASHO Investment LLC, operating as TAMRO Capital Partners, LLC, dated July 1, 2007, is incorporated herein by reference to Exhibit (d)(viii) of Post-Effective Amendment No. 98 to Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on February 27, 2009 (hereinafter referred to as “PEA No. 98”).

(6)(b)(5)		Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and TCW Investment Management Company dated January 14, 2002, is incorporated herein by reference to Exhibit (d)(xiii) of PEA No. 48.

(6)(b)(6)		Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and Thornburg Investment Management Inc. dated January 22, 2002, is incorporated herein by reference to Exhibit (d)(xiv) of PEA No. 48.


(6)(b)(7)				Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and Tocqueville Asset Management, L.P. dated January 31, 2002, is incorporated herein by reference to Exhibit (d)(xv) of PEA No. 48.

(6)(b)(8)				Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and William Blair & Company, L.L.C. dated January 31, 2002, is incorporated herein by reference to Exhibit (d)(xvii) of PEA No. 48.

(6)(b)(9)				Investment Sub-Advisory Agreement among Registrant, Investment Adviser and Mondrian Investment Partners Limited dated May 24, 2006, is incorporated herein by reference to Exhibit (d)(xiv) of Post-Effective Amendment No. 83 to Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on February 28, 2007 (hereinafter referred to as “PEA No. 83”).

(6)(b)(10)				Investment Sub-Advisory Agreement among Registrant, Investment Adviser and Wentworth, Hauser & Violich dated May 23, 2006, is incorporated herein by reference to Exhibit (d)(xv) of PEA No. 83.

(6)(b)(11)				Investment Sub-Advisory Agreement between Investment Adviser and Neuberger Berman Management LLC, dated May 4, 2009, is filed herewith.

(6)(b)(12)				Amendment to Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and American Century Investment Management, Inc., dated March 26, 2003, is incorporated herein by reference to Exhibit (d)(xviii) of Post-Effective Amendment No. 60 to Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on February 26, 2004 (hereinafter referred to as “PEA No. 60”).

(6)(b)(13)				Amendment to Investment Sub-Advisory Agreement among Registrant, Investment Adviser and Harris Associates LP, dated March 26, 2003, is incorporated herein by reference to Exhibit (d)(xxii) of PEA No. 60.

(6)(b)(14)				Amendment to Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and TCW Investment Management Company, dated March 24, 2003, is incorporated herein by reference to Exhibit (d)(xxv) of PEA No. 60.

(6)(b)(15)				Amendment to Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and Thornburg Investment Management Inc., dated March 20, 2003, is incorporated herein by reference to Exhibit (d)(xxvi) of PEA No. 60.

(6)(b)(16)				Amendment to Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and Tocqueville Asset Management, LP, dated April 8, 2003, is incorporated herein by reference to Exhibit (d)(xxvii) of PEA No. 60.

(6)(b)(17)				Amendment to Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and William Blair & Company, LLC, dated March 26, 2003, is incorporated herein by reference to Exhibit (d)(xxix) of PEA No. 60.


(6)(b)(18)		Amendment to Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and American Century Investment Management, Inc., dated January 11, 2005, is incorporated herein by reference to Exhibit (d)(xxx) of Post-Effective Amendment No. 75 to Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on February 25, 2005 (hereinafter referred to as “PEA No. 75”).

(6)(b)(19)		Amendment to Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and Harris Associates LP, dated December 2, 2004, is incorporated herein by reference to Exhibit (d)(xxxii) of PEA No. 75.

(6)(b)(20)		Amendment to Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and TCW Investment Management Company, dated December 2, 2004, is incorporated herein by reference to Exhibit (d)(xxxv) of PEA No. 75.

(6)(b)(21)		Amendment to Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and Thornburg Investment Management, Inc., dated December 2, 2004, is incorporated herein by reference to Exhibit (d)(xxxvi) of PEA No. 75.

(6)(b)(22)		Amendment to Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and Tocqueville Asset Management, L.P., dated December 2, 2004, is incorporated herein by reference to Exhibit (d)(xxxvii) of PEA No. 75.

(6)(b)(23)		Amendment to Investment Sub-Advisory Agreement among Registrant, Investment Adviser, and William Blair & Company, LLC, dated December 2, 2004, is incorporated herein by reference to Exhibit (d)(xxxix) of PEA No. 75.

(6)(c)(1)		Letter Agreement between Registrant, on behalf of certain of its funds and the Schwab 1000 Fund, and the Investment Adviser dated February 24, 2009, is incorporated herein by reference to Exhibit (d)(xxi) of Post-Effective Amendment No. 99 to Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on April 29, 2009 (hereinafter referred to as “PEA No. 99”).

(6)(c)(2)		Letter Agreement between Registrant, on behalf of the Schwab Monthly Income Funds, and the Investment Adviser, dated February 27, 2009, is incorporated herein by reference to Exhibit (d)(xxii) of PEA No. 99.

(7)(a)(1)	Underwriting Contracts	Distribution Agreement between Registrant and Charles Schwab & Co., Inc. (“Schwab”) dated July 21, 1993, is incorporated herein by reference to Exhibit 6(a) of PEA No. 21.

(7)(a)(2)		Amended Schedule A to the Distribution Agreement between Registrant and Schwab is incorporated herein by reference to Exhibit (d)(ii) of PEA No. 96.

(8)	Bonus or Profit Sharing Contracts	Not applicable.


(9)(a)(1)	Custodian Agreements	Custodian Agreement by and between Registrant and Brown Brothers Harriman & Co. dated June 29, 2001, is incorporated herein by reference to Exhibit (g)(vi) of Post-Effective Amendment No. 55 to Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on June 30, 2003.

(9)(a)(2)		Amended Schedule A to Custodian Agreement between Registrant and Brown Brothers Harriman & Co., dated July 1, 2003, is incorporated herein by reference to Exhibit (g)(viii) of Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on July 16, 2003.

(9)(b)(1)		Amended and Restated Master Custodian Agreement by and between Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated herein by reference to Exhibit (g)(ix) of Post-Effective Amendment No. 79 to Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on February 27, 2006 (hereinafter referred to as “PEA No. 79”).

(10)(a)	Rule 18f-3 Plan	Amended and Restated Multiple Class Plan, adopted on February 28, 1996, amended and restated as of February 28, 2007 is incorporated herein by reference to Exhibit (o)(i) of Post-Effective Amendment No. 84 to Registrant’s Registration State on Form N-1A (File No. 811-7704), electronically filed with the SEC on March 30, 2007.

(10)(b)		Amended Schedule A to the Amended and Restated Multiple Class Plan referenced at Exhibit (10)(a) above is incorporated herein by reference to Exhibit (o)(ii) of PEA No. 96.

(11)	Legal Opinion	Opinion and Consent of Morgan, Lewis & Bockius LLP regarding the validity of the shares to be issued by the Registrant is filed herewith

(12)	Tax Opinion	Form of Opinion of Morgan, Lewis & Bockius LLP regarding certain tax matters is filed herewith.

(13)(a)(1)	Other material contracts	License Agreement between Registrant and Standard & Poor’s is incorporated herein by reference to Exhibit (h) of Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A (File No. 811-7704), electronically filed with the SEC on February 26, 1999.

(13)(b)(1)		Transfer Agency Agreement between Registrant and Schwab, dated July 21, 1993, is incorporated herein by reference to Exhibit 8(j) of PEA No. 21.

(13)(b)(2)		Amended Schedules A and C to the Transfer Agency Agreement between Registrant and Schwab are incorporated herein by reference to Exhibit (d)(ii) of PEA No. 96.


(13)(c)(1)		Shareholder Service Agreement between Registrant and Schwab, dated July 21, 1993 is incorporated herein by reference to Exhibit 8(l) of PEA No. 21.

(13)(c)(2)		Amended Schedules A and C to the Shareholder Service Agreement between Registrant and Schwab are incorporated herein by reference to Exhibit (d)(ii) of PEA No. 96.

(13)(d)(1)		Master Fund Accounting and Services Agreement between Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated herein by reference to Exhibit (g)(i) of PEA No. 79.

(14)(a)(1)	Other opinions and consent	Consent of PricewaterhouseCoopers LLP is filed herewith.

(14)(a)(2)		Consent of Morgan, Lewis & Bockius LLP is filed herewith.

(15)	Omitted financial statements	Not applicable.

(16)(a)(1)	Powers of attorney	Power of Attorney executed by Mariann Byerwalter is filed herewith.

(16)(a)(2)		Power of Attorney executed by William A. Hasler is filed herewith.

(16)(a)(3)		Power of Attorney executed by Gerald B. Smith is filed herewith.

(16)(a)(4)		Power of Attorney executed by Charles R. Schwab is filed herewith.

(16)(a)(5)		Power of Attorney executed by Donald R. Stephens is filed herewith.

(16)(a)(6)		Power of Attorney executed by Randall W. Merk is filed herewith.

(16)(a)(7)		Power of Attorney executed by George Pereira is filed herewith.

(16)(a)(8)		Power of Attorney executed by Walter W. Bettinger, II is filed herewith.

(16)(a)(9)		Power of Attorney executed by Joseph Wender is filed herewith.

(16)(a)(10)		Power of Attorney executed by John F. Cogan is filed herewith.

(16)(a)(11)		Power of Attorney executed by Michael W. Wilsey is filed herewith.

(17)(a)(1)	Code of Ethics	Registrant, Charles Schwab Investment Management Inc. and Charles Schwab & Co., Inc. Code of Ethics, effective March 31, 2009, is incorporated herein by reference to Exhibit (p)(i) of PEA No. 99.

(17)(b)(1)		American Century Investment Management, Inc. Code of Ethics, dated January 1, 2009, is incorporated by reference to Exhibit (q)(ii) of PEA No. 98.

(17)(b)(2)		Harris Associates LLP Code of Ethics, as amended October 17, 2008, is incorporated herein by reference to Exhibit (q)(iii) of PEA No. 98.

(17)(b)(3)		TAMRO Capital Partners, LLC Code of Ethics dated June 15, 2008 is incorporated herein by reference to Exhibit (q)(v) of PEA No. 98.


(17)(b)(4)		TCW Investment Management Company Code of Ethics, dated March 31, 2008, is incorporated herein by reference to Exhibit (q)(vi) of PEA No. 98.

(17)(b)(5)		Thornburg Investment Management, Inc. Code of Ethics, dated April 1, 2008, is incorporated herein by reference to Exhibit (q)(vii) of PEA No. 98.

(17)(b)(6)		Tocqueville Asset Management, L.P. Code of Ethics, dated July 13, 2007 is incorporated herein by reference to Exhibit (q)(viii) of PEA No. 93.

(17)(b)(7)		William Blair Company, LLC Code of Ethics, dated May 9, 2007, is incorporated herein by reference to Exhibit (q)(x) of PEA No. 93.

(17)(b)(8)		Gardner Lewis Asset Management LP Code of Ethics, dated May 1, 2008, is incorporated herein by reference to Exhibit (q)(xi) of PEA No. 98.

(17)(b)(9)		Mondrian Investment Partners Limited Code of Ethics, effective January 1, 2007, is incorporated herein by reference to Exhibit (q)(xii) of PEA No. 83.

(17)(b)(10)		Wentworth, Hauser & Violich Code of Ethics, dated December 31, 2008, is incorporated herein by reference to Exhibit (q)(xii) of PEA No. 98.

(17)(b)(11)		Neuberger Berman Code of Ethics, dated June 2008, is incorporated herein by reference to Exhibit (q)(xiii) of PEA No. 98.

(17)(c)(1)	Additional Materials	Prospectus dated February 28, 2009, with respect to the Schwab S&P 500 Index Fund, Schwab Institutional Select S&P 500 Fund, Schwab Small-Cap Index Fund and Schwab Total Stock Market Index Fund, is incorporated herein by reference to PEA No. 98.

(17)(c)(2)		Prospectus dated February 28, 2009, as amended July 1, 2009, with respect to the Schwab S&P 500 Index Fund, is to be incorporated by reference upon the filing of such definitive materials with the SEC.

(17)(c)(3)		Prospectus dated February 28, 2009, as amended July 1, 2009, with respect to the Schwab Institutional Select S&P 500 Fund, is to be incorporated by reference upon the filing of such definitive materials with the SEC.

(17)(c)(4)		Statement of Additional Information dated February 28, 2009, with respect to the Schwab S&P 500 Index Fund, Schwab Institutional Select S&P 500 Fund, Schwab Small-Cap Index Fund and Schwab Total Stock Market Index Fund, is incorporated herein by reference to PEA No. 98.

(17)(c)(5)		Statement of Additional Information dated February 28, 2009, as amended July 1, 2009, with respect to the Schwab S&P 500 Index Fund, is to be incorporated by reference upon the filing of such definitive materials with the SEC.

(17)(c)(6)		Statement of Additional Information dated February 28, 2009, as amended July 1, 2009, with respect to the Schwab Institutional Select S&P 500 Fund, is to be incorporated by reference upon the filing of such definitive materials with the SEC.


(17)(c)(7)				The Report of the Independent Registered Public Accounting Firm and audited financial statements of the Schwab Institutional Select S&P 500 Fund and the Schwab S&P 500 Index Fund included in each Fund’s Annual Report to Shareholders for the period ended October 31, 2008, are incorporated herein by reference to Registrant’s Annual Report on Form N-CSR filed with the SEC on January 5, 2009 (SEC Accession No. 0000950134-09-000049).

(17)(c)(8)				The unaudited financial statements of the Schwab Institutional Select S&P 500 Fund and the Schwab S&P 500 Index Fund included in each Fund’s Semi-Annual Report to Shareholders for the period ended April 30, 2009, to be incorporated by reference upon the filing of Registrant’s Semi-Annual Report on Form N-CSRS.

Item 17 Undertakings

(1) The undersigned Registrant agrees that, prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant agrees to file, by post-effective amendment, an opinion of counsel supporting the tax consequences of the Reorganization within a reasonably prompt time after receipt of such opinion.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on this 17th day of June, 2009.


		SCHWAB CAPITAL TRUST
		Registrant

		Charles R. Schwab*
		Charles R. Schwab, Chairman and Trustee

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-14 has been signed by the following persons in the capacities indicated on this 17th day of June, 2009.


Signature				Title

Charles R. Schwab*				Chairman and Trustee

Charles R. Schwab

Walter W. Bettinger, II*				Trustee

Walter W. Bettinger, II

Mariann Byerwalter*				Trustee

Mariann Byerwalter

John F. Cogan*				Trustee

John F. Cogan

William A. Hasler*				Trustee

William A. Hasler

Gerald B. Smith*				Trustee

Gerald B. Smith

Donald R. Stephens*				Trustee

Donald R. Stephens

Joseph H. Wender*				Trustee

Joseph H. Wender

Michael W. Wilsey*				Trustee

Michael W. Wilsey

Randall W. Merk*				President and Chief Executive Officer

Randall W. Merk

George Pereira*				Treasurer and Principal Financial Officer

George Pereira


*By:		/s/ Timothy W. Levin
		Timothy W. Levin, Attorney-in-Fact
		Pursuant to Power of Attorney

Exhibit Index


(6)(b)(11)		Investment Sub-Advisory Agreement between Investment Adviser and Neuberger Berman Management LLC

(11)		Opinion and Consent of Morgan, Lewis & Bockius LLP regarding the validity of the shares to be issued by the Registrant

(12)		Form of Opinion of Morgan, Lewis & Bockius LLP regarding tax matters

(14)(a)(1)		Consent of PricewaterhouseCoopers LLP

(14)(a)(2)		Consent of Morgan, Lewis & Bockius LLP

(16)(a)(1)		Power of Attorney executed by Mariann Byerwalter

(16)(a)(2)		Power of Attorney executed by William A. Hasler

(16)(a)(3)		Power of Attorney executed by Gerald B. Smith

(16)(a)(4)		Power of Attorney executed by Charles R. Schwab

(16)(a)(5)		Power of Attorney executed by Donald R. Stephens

(16)(a)(6)		Power of Attorney executed by Randall W. Merk

(16)(a)(7)		Power of Attorney executed by George Pereira

(16)(a)(8)		Power of Attorney executed by Walter W. Bettinger, II

(16)(a)(9)		Power of Attorney executed by Joseph Wender

(16)(a)(10)		Power of Attorney executed by John F. Cogan

(16)(a)(11)		Power of Attorney executed by Michael W. Wilsey

Percentage of

Outstanding Shares

S&P 500 Fund*

Name and address

Nature of Ownership

Charles Schwab & Co., Inc.
FBO Customers
101 Montgomery Street
San Francisco, California 94104