<PAGE> 1
PART A
SCHWAB CAPITAL TRUST
The information required by Items 1 through 9 for Schwab Small-Cap Index
Fund(TM) and Schwab International Index Fund(TM), two separate portfolios of
Registrant, is hereby incorporated by reference to the Prospectuses for these
portfolios filed with the Securities and Exchange Commission under Rule 497(e)
on June 30, 1995.
The information required by Items 1 through 9 for Schwab Asset
Director(R) -- High Growth Fund, Schwab Asset Director(R) -- Balanced Growth
Fund and Schwab Asset Director(R) -- Conservative Growth Fund, three separate
portfolios of Registrant, is hereby incorporated by reference to the
Prospectuses for these portfolios filed with the Securities and Exchange
Commission under Rule 497(e) on September 29, 1995.
<PAGE> 2
CROSS REFERENCE SHEET
SCHWAB CAPITAL TRUST:
SCHWAB S&P 500 FUND--INVESTOR SHARES AND E.SHARES
<TABLE>
<CAPTION>
Part A Item Prospectus Caption
- ----------- ------------------
<S> <C>
Cover Page Cover Page
Synopsis Expenses; Key Features of Our Fund; Matching the Fund
to Your Investment Needs
Condensed Financial Information Not Applicable
General Description of Registrant Matching the Fund to Your Investment Needs; Investment
Objective and Policies; Investments and Techniques Used
by Our Fund; Organization and Management of Our Fund
Management of the Fund Organization and Management of Our Fund
Management's Discussion of Fund Performance [Discussion to be included in the Fund's Shareholder
Reports]
Capital Stock and Other Securities Investing in Our Fund; Important Information About Your
Investment; Organization and Management of Our Fund
Purchase of Securities Being Offered Investing in Our Fund; Important Information About Your
Investment
Redemption or Repurchase Investing in Our Fund
Pending Legal Proceedings Not Applicable
</TABLE>
<PAGE> 3
CROSS REFERENCE SHEET
SCHWAB CAPITAL TRUST
<TABLE>
<CAPTION>
Statement of Additional
Part B Item Information Caption
- ----------- -------------------
<S> <C>
Cover Page Cover Page
Table of Contents Table of Contents
General Information and History General Information
Investment Objectives and Policies Investment Objectives; Investment Securities;
Investment Restrictions
Management of the Fund Management of the Trust
Control Persons and Principal Holders of Securities Management of the Trust; General Information
Investment Advisory and Other Services Management of the Trust
Brokerage Allocation and Other Practices Portfolio Transactions and Turnover
Capital Stock and Other Securities General Information
Purchase, Redemption and Pricing of Securities Being Share Price Calculation; Purchase and Redemption of
Offered Shares
Tax Status Taxes
Underwriters Management of the Trust
Calculation of Performance Data How the Funds Reflect Performance
Financial Statements Financial Statements
</TABLE>
<PAGE> 4
PART C
OTHER INFORMATION
DECEMBER 15, 1995
SCHWAB CAPITAL TRUST
Item 24. Financial Statements and Exhibits.
(a) Financial Statements for Schwab International Index Fund(TM) and
Schwab Small-Cap Index Fund(TM) (as of the filing date of this
Post-Effective Amendment, Schwab Asset Director-High Growth,
Schwab Asset Director-Balanced, and Schwab Asset Director
conservative (the "Asset Director Funds") had no financial
statements):
-- Incorporated by reference to Prospectuses for Schwab
International Index Fund and Schwab Small-Cap Index Fund
filed with the Securities and Exchange Commission under
Rule 497(e) on June 30, 1995
-- Condensed Financial Information
-- Included in Part B, Statement of Additional Information:
-- Statement of Net Assets for Schwab International
Index Fund as of October 31, 1994 (Audited)
-- Statement of Operations for Schwab International
Index Fund for the year ended October 31, 1994
(Audited)
-- Statement of Changes in Net Assets for Schwab
International Index Fund for the year ended
October 31, 1994 (Audited)
-- Notes to Financial Statements for Schwab
International Index Fund for the year ended
October 31, 1994 (Audited)
-- Report of the Independent Accountants for Schwab
International Index Fund, dated November 30, 1994
-- Statement of Net Assets for Schwab Small-Cap
Index Fund for the year ended October 31, 1994
-- Statement of Operations for Schwab Small-Cap
Index Fund for the period December 3, 1993
(commencement of operations) to October 31, 1994
(Audited)
-- Statement of Changes in Net Assets for Schwab
Small-Cap Index Fund for the period December 3,
1993 (commencement of operations) to October 31,
1994 (Audited)
C-1
<PAGE> 5
-- Notes to Financial Statements for Schwab
Small-Cap Index Fund(TM) for the period December
3, 1993 (commencement of operations) to October
31, 1994 (Audited)
-- Report of the Independent Accountants for Schwab
Small-Cap Index Fund, dated November 30, 1994
(b) Exhibits:
(1) -- Agreement and Declaration of Trust is
incorporated by reference to Exhibit (1) to
Registrant's Registration Statement on Form
N-1A, filed on May 10, 1993
(2) -- Amended and Restated By-Laws are incorporated
by reference to Exhibit (2) to Post-Effective
Amendment No. 4 to Registrant's Registration
Statement on Form N-1A, filed on February 24,
1995
(3) -- Inapplicable
(4) (a) -- Article III, Section 5, Article V, Article
VI, Article VIII, Section 4 and Article IX,
Sections 1, 5 and 7 of the Agreement and
Declaration of Trust is incorporated by
reference to Exhibit (1) to Registrant's
Registration Statement on Form N-1A, filed on
May 10, 1993
(b) -- Article 9, Article 10, Section 6 and Article
11 of the By-Laws is incorporated by
reference to Exhibit (2) to Post-Effective
Amendment No. 4 to Registrant's Registration
Statement on Form N-1A, filed on February 24,
1995
(5) (a) -- Investment Advisory and Administration
Agreement between Registrant and Charles
Schwab Investment Management, Inc. (the
"Investment Manager") is incorporated by
reference to Exhibit (5)(a) to Post-Effective
Amendment No. 4 to Registrant's Registration
Statement on Form N-1A, filed on February 24,
1995
(b) -- Revised Schedules to Investment Advisory and
Administration Agreement referred to at
Exhibit 5(a) above are filed herewith
(c) -- Investment Sub-Advisory Agreement between
Investment Manager and Symphony Asset
Management, Inc. ("Symphony") is filed
herewith
(6) (a) -- Distribution Agreement between Registrant and
Charles Schwab & Co., Inc. ("Schwab") is
incorporated by reference to Exhibit (6)(a)
to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form
N-1A, filed on August 16, 1993
C-2
<PAGE> 6
(b) -- Revised Schedule to the Distribution
Agreement referred to at Exhibit (6)(a) above
is filed herewith
(7) -- Inapplicable
(8) (a) -- Custodian Agreement between Registrant and
State Street Bank and Trust Company is
incorporated by reference to Exhibit (8)(a)
to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form
N-1A, filed on February 25, 1994
(b) -- Revised Schedules to the Custodian Agreement
referred to at Exhibit (8)(a) above are filed
herewith
(c) -- Transfer Agency Agreement between Registrant
and Schwab is incorporated by reference to
Exhibit (8)(b) to Post-Effective Amendment
No. 1 to Registrant's Registration Statement
on Form N-1A, filed on August 16, 1993
(d) -- Revised Schedules to the Transfer Agency
Agreement referred to at Exhibit (8)(c) above
are filed herewith
(e) -- Shareholder Service Agreement between
Registrant and Schwab is incorporated by
reference to Exhibit (8)(c) to Post-Effective
Amendment No. 1 to Registrant's Registration
Statement on Form N- 1A, filed on August 16,
1993
(f) -- Revised Schedules to the Shareholder Service
Agreement referred to at Exhibit (8)(e) above
are filed herewith
(9) -- License Agreement between Schwab Capital
Trust and Standard & Poor's is filed herewith
(10) -- Opinion and Consent of Ropes & Gray as to
legality of the securities being registered
is incorporated by reference to Registrant's
Rule 24f-2 Notice, filed on December 16, 1994
(11) (a) -- Consent of Ropes & Gray is filed herewith
(b) -- Consent of Price Waterhouse LLP, Independent
Accountants, is filed herewith
(12) -- Inapplicable
(13) (a) -- Purchase Agreement for the Schwab
International Index Fund(TM) is incorporated
by reference to Exhibit (13) to
Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form
N- 1A, filed on August 16, 1993
C-3
<PAGE> 7
(b) -- Purchase Agreement for the Schwab Small-Cap
Index Fund(TM) is incorporated by reference
to Exhibit (13)(b) to Post-Effective
Amendment No. 2 to Registrant's Registration
Statement on Form N-1A, filed on February 25,
1994
(c) -- Purchase Agreement for the Asset Director
Funds is filed herewith
(14) -- Inapplicable
(15) -- Inapplicable
(16) (a) -- Performance calculation for Schwab
International Index Fund is incorporated by
reference to Exhibit (16) to Post-Effective
Amendment No. 2 to Registrant's Registration
Statement on Form N- 1A, filed on February
25, 1994
(b) -- Performance calculation for Schwab Small-Cap
Index Fund is incorporated by reference to
Exhibit (16)(b) to Post-Effective Amendment
No. 4 to Registrant's Registration Statement
on Form N-1A, filed on February 24, 1995
(27) (a) Financial Data Schedule for Schwab International Index
Fund is filed herewith
(b) Financial Data Schedule for Schwab Small-Cap Index Fund
is filed herewith
Item 25. Persons Controlled by or under Common Control with Registrant.
The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity
Portfolios, and Schwab Advantage Trust each are Massachusetts business trusts
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), are advised by the Investment Manager, and employ Schwab as their
principal underwriter, transfer agent and shareholder services agent. As a
result, The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity
Portfolios, and Schwab Advantage Trust may be deemed to be under common control
with Registrant.
Item 26. Number of Holders of Registrant's Securities.
As of December 1, 1995, the number of record holders of shares of
beneficial interest for the series of Registrant was:
<TABLE>
<CAPTION>
Name of Fund Number of Record Holders
------------ ------------------------
<S> <C>
Schwab International Index Fund(TM) 1 (for the benefit of 24,771
accounts)
Schwab Small-Cap Index Fund(TM) 1 (for the benefit of 18,559
accounts)
</TABLE>
C-4
<PAGE> 8
<TABLE>
<CAPTION>
Name of Fund Number of Record Holders
------------ ------------------------
<S> <C>
Schwab Asset Director(R)-High Growth 1 (for the benefit of 11,253
Fund accounts)
Schwab Asset Director(R)-Balanced 1 (for the benefit of 6,671
Growth Fund accounts)
Schwab Asset Director(R)-Conservative 1 (for the benefit of 2,321
Growth Fund accounts)
</TABLE>
Item 27. Indemnification.
Article VIII of Registrant's Agreement and Declaration of Trust (Exhibit
(1) hereto, which is incorporated herein 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. However, in
accordance with Section 17(h) and 17(i) of the 1940 Act and its own terms, said
Agreement and Declaration of Trust does not protect any person against any
liability to Registrant or its shareholders 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.
In any event, Registrant will comply with 1940 Act Releases No. 7221 and 11330
respecting the permissible boundaries of indemnification by an investment
company of its officers and trustees.
Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be permitted to trustees,
officers, and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, Registrant has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a trustee, officer or
controlling person of Registrant in the successful defense of any action, suit
or proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Manager.
(a) Information pertaining to business and other connections of
Registrant's Investment Manager is hereby incorporated by reference to the
Prospectus section captioned "Management of the Fund" and to the section of the
Statement of Additional Information captioned "Management of the Trust" for the
Schwab International Index Fund(TM) and Schwab Small-Cap Index Fund(TM).
Information pertaining to business and other connections of
Registrant's Investment Manager and sub-adviser is incorporated by reference to
the Prospectus section captioned "Management Functions
C-5
<PAGE> 9
and Responsibilities" and to the section of the Statement of Additional
Information captioned "Management of the Trust" for the Asset Director Funds.
Information pertaining to business and other connections of
Registrant's Investment Manager and is incorporated by reference to the
Prospectus section captioned "Management Functions and Responsibilities" and to
the section of the Statement of Additional Information captioned "Management of
the Trust" for the Schwab S&P 500 Fund.
Registrant's Investment Manager, Charles Schwab Investment
Management, Inc., a Delaware corporation, organized in October 1989 to serve as
Investment Manager to The Charles Schwab Family of Funds, also serves as the
Investment Manager to Schwab Investments, Schwab Annuity Portfolios, and Schwab
Advantage Trust, each an open-end management investment company. The principal
place of business of the Investment Manager is 101 Montgomery Street, San
Francisco, California 94104. The only business in which the Investment Manager
engages is that of investment manager and administrator to Registrant, The
Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios,
Schwab Advantage Trust, and any other investment companies that Schwab may
sponsor in the future.
Registrant's sub-investment adviser for the Asset Director Funds
is Symphony. Symphony was formed on March 30, 1994 and, as of June 30, 1995,
manages approximately $600 million. BARRA, Inc. owns 100% of the outstanding
stock of Symphony.
(b) The business, profession, vocation or employment of a substantial
nature in which each director and/or executive officer of Schwab and/or the
Investment Manager is or has been engaged during the past two fiscal years for
his or her own account in the capacity of director, officer, employee, partner
or trustee is as follows:
<TABLE>
<CAPTION>
Name and Position
with Registrant Name of Company Capacity
- ----------------- --------------- --------
<S> <C> <C>
Charles R. Schwab, Charles Schwab & Co., Inc. Founder, Chairman and Director
Chairman and Trustee
The Charles Schwab Corporation Chairman, Chief Executive Officer
and Director
Charles Schwab Investment Chairman and Director
Management, Inc.
The Charles Schwab Trust Company Chairman and Director
Mayer & Schweitzer, Inc. Director
The Gap, Inc. Director
Transamerica Corporation Director
AirTouch Communications Director
Lawrence J. Stupski Charles Schwab & Co., Inc. Director until February 1995; Vice
Chairman until August 1994
</TABLE>
C-6
<PAGE> 10
<TABLE>
<CAPTION>
Name and Position
with Registrant Name of Company Capacity
- ----------------- --------------- --------
<S> <C> <C>
The Charles Schwab Corporation Vice Chairman and Director; Chief
Operating Officer until March 1994
The Charles Schwab Trust Company Director
David S. Pottruck Charles Schwab & Co., Inc. President, Chief Executive Officer,
and Director
The Charles Schwab Corporation President, Chief Operating Officer,
and Director
Charles Schwab Investment Director
Management, Inc.
Mayer & Schweitzer, Inc. Chairman and Chief Executive
Officer and Director
Ronald W. Readmond Charles Schwab & Co., Inc. Vice Chairman and Director; Senior
Executive Vice President and Chief
Operating Officer until January
1995
The Charles Schwab Corporation Executive Vice President; Senior
Executive Vice President until
January 1995
Mayer & Schweitzer, Inc. Director
John P. Coghlan Charles Schwab & Co., Inc. Executive Vice President - Schwab
Institutional
The Charles Schwab Corporation Executive Vice President - Schwab
Institutional
The Charles Schwab Trust Company Director and Executive Vice
President
A. John Gambs, Charles Schwab & Co., Inc. Executive Vice President, Chief
Treasurer and Principal Financial Financial Officer, and Director
Officer
The Charles Schwab Corporation Executive Vice President and Chief
Financial Officer
Charles Schwab Investment Chief Financial Officer and Director
Management, Inc.
The Charles Schwab Trust Company Chief Financial Officer
</TABLE>
C-7
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AMACAN
RESOURCES CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET AND STATEMENT OF
OPERATIONS AS OF AND FOR THE THREE MONTHS ENDED JULY 31, 1995 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-END> JUL-31-1995
<CASH> 92662
<SECURITIES> 440436
<RECEIVABLES> 15333
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 548431
<PP&E> 3556918
<DEPRECIATION> 3315981
<TOTAL-ASSETS> 789368
<CURRENT-LIABILITIES> 48838
<BONDS> 30260
<COMMON> 0
0
770433
<OTHER-SE> (60,163)
<TOTAL-LIABILITY-AND-EQUITY> 789368
<SALES> 41510
<TOTAL-REVENUES> 45260
<CGS> 0
<TOTAL-COSTS> 28936
<OTHER-EXPENSES> 23530
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 937
<INCOME-TAX> (270)
<INCOME-CONTINUING> 667
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 667
<EPS-PRIMARY> (.002)
<EPS-DILUTED> (.002)
</TABLE>
