UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
| | o | | Preliminary Proxy Statement |
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| | o | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| | o | | Definitive Proxy Statement |
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| | þ | | Definitive Additional Materials |
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| | o | | Soliciting Material Pursuant to §240.14a-12 |
SCHWAB CAPITAL TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| | þ | | No fee required. |
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| | o | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| | 1) | | Title of each class of securities to which transaction applies: |
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| | 2) | | Aggregate number of securities to which transaction applies: |
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| | 3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| | 4) | | Proposed maximum aggregate value of transaction: |
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| | 5) | | Total fee paid: |
| | o | | Fee paid previously with preliminary materials. |
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| | o | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | 1) | | Amount Previously Paid: |
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| | 2) | | Form, Schedule or Registration Statement No.: |
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| | 3) | | Filing Party: |
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| | 4) | | Date Filed: |
D.F. King & Co., Inc.
Telephone Script
Laudus U.S. MarketMasters Fund
Introduction
Hello, Mr./Ms. (Shareholder). My name is , calling from D.F. King & Co., on behalf ofSchwab Capital Trust.I’m calling to follow-up onLaudus U.S. MarketMasters Fund’srecent distribution of proxy materials.
Mr. /Ms , this conversation is being recorded for quality control purposes.
Have you received the proxy materials for theLaudus U.S. MarketMasters Fund’s Special Meeting of Shareholders scheduled for May 15, 2009?
IF NO- Then help the shareholder obtain the material he/she requires. If a NOBO, give him/her the 800# and have them call back when they receive the material. If registered, we will send the materials directly. In either case, make sure the address is correct, make any necessary corrections, and code the disposition as “14” or “15”.
IF YES- The Fund’s Board of Trustees is asking you to consider a proposalto approve an Agreement and Plan of Reorganization that provides for the reorganization of the Laudus U.S MarketMasters Fund into the Schwab Core Equity Fund,as set forth in the proxy materials datedMarch 17, 2009. The Board recommends that you vote in favor of this proposal. For your convenience, I can record your vote over the telephone right now. Will that be okay?
IF YES- Do you have any questions before we proceed?
Take time to answer all questions carefully. Do not give advice. Remind the shareholder that the Fund’s Board has recommended that he/she vote in favor of the proposal. Questions should only be addressed by referring to the proxy materials and reading the appropriate sections.
Good, let’s proceed. Your vote will be recorded. I will ask you for your full name and address of record and ask you to confirm that you have received the Fund’s proxy materials and have authority to vote the shares. You will be mailed a letter confirming your vote which will provide instructions should you later decide to change your vote.
IF NO- Do you have any questions that I may answer?
Take time to answer all questions carefully. Do not give advice. Remind the shareholder that the Fund’s Board has recommended that he/she vote in favor of the proposal. Most questions can be addressed by referring to the proxy materials and reading the appropriate sections.
Your vote is important. Please vote by signing, dating and promptly mailing your proxy card in the envelope provided. If you prefer, you can also vote by internet or touch-tone telephone. Simply follow the easy instructions sent with your proxy materials.
Begin the Vote
My name is , calling from D.F. King & Co. on behalf ofSchwab Capital Trust.Today’s date is and the time is .
May I please have your full name as your account is registered? (If shareholder is an entity: May I please have the name of your entity, and your name and title?) Please confirm that you are authorized to direct the voting of theseLaudus U.S. MarketMasters Fundshares?
May I please have your address of record?
Have you received the Fund’s proxy materials for itsMay 15th shareholder meeting?
If the shareholder answers “no” offer to take their name and address and mail the proxy materials.
Actual Voting
The Board of Trustees of the Fund is asking you to consider a proposalto approve an Agreement and Plan of Reorganization that provides for the reorganization of the Laudus U.S MarketMasters Fund into the Schwab Core Equity Fund,as set forth in the proxy materials. The Board recommends that you vote FOR this proposal. Would you like to vote all of your shares as recommended by the Boardin favor of the proposal?
If you are required to read the proposal, end by saying,“The Board recommends that you vote in favor. How would you like to vote?”The valid responses are
F = For proposal.
A = Against proposal.
B = Abstain.
Closing
I have recorded your vote(s). You have votedFor/Against/Abstain the Proposal.Is that correct? Great. D.F. King will submit your voting instructions to Schwab Capital Trust as your voting agent. In the next 72 hours, we will mail you a letter confirming your vote. If you wish to change your vote for any reason, please call us at the phone number listed in the letter or follow the instructions in your proxy materials. Thank you for your time, and good bye.
Answering Machine Message
Hello, I’m calling regarding your investment in theLaudus U.S. MarketMasters Fund.You should have recently received proxy materials in the mail concerning the Fund’sMay 15, 2009 Special Meeting of Shareholders.
Your vote is important. Please sign, date and promptly mail your proxy card in the postage-paid envelope provided.
Internet or touch-tone telephone voting also is available. Please follow the instructions included with your proxy materials.
If you have any questions, require assistance or need new proxy materials, please callD.F. King, which is assisting your Fund, at 1-800-423-2107.
Thank you.
SCHWAB CAPITAL TRUST
Laudus U.S. MarketMasters Fund
101 Montgomery Street
San Francisco, CA 94104
We recently sent you proxy materials asking you to consider a proposal to approve an Agreement and Plan of Reorganization that provides for the reorganization of the Laudus U.S MarketMasters Fund (the “Fund”) into the Schwab Core Equity Fund. The Board of Trustees of the Fund is recommending that shareholders vote FOR the approval of the reorganization. The proxy materials previously mailed to you contain more information about the proposal and are also available by calling toll free1-800-423-2107.
Our records indicate that we have not received your vote. We urge you to vote as soon as possible so we can obtain a sufficient number of votes to hold the special meeting of shareholders (the “Meeting”). By voting now you will help the Fund save on the cost of additional mailings and calls to shareholders.
Please Vote Today!
You may think your vote is not important, but your participation is critical to hold the Meeting, so please vote immediately. We urge you to vote your proxy now. You and all other Fund shareholders will benefit from your cooperation.
Your vote is urgently needed!
Please vote now to be sure your vote is received
in time for the Fund’s
May 15, 2009
special meeting of shareholders
Voting takes only a few minutes. Thank you
for your participation in this important
matter.
Laudus U.S. MarketMasters Fundhas made it very easy for you to vote.Choose one of the following methods:
| • | | Speak toa live proxy specialist by calling the number above. We can answer your questions and record your vote. (Open: M-F 8am – 10pm, Sat 11am – 5pm ET) |
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| • | | Log onto the website noted on your proxy card and enter your control number printed on the card, and vote by following the on-screen prompts. |
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| • | | Callthe phone number on the proxy card and enter the control number printed on the card and follow the touchtone prompts. |
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| • | | Mailin your signed proxy card in the envelope provided. |
