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December 13, 1995
Schwab Capital Trust
c/o Charles Schwab
Investment Management, Inc.
101 Montgomery Street, Suite 101MKT-8
San Francisco, CA 94104
Ladies and Gentlemen:
You have informed us that you intend to file a Rule 24f-2 Notice (the
"Notice") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of 1940, as
amended, making definite the registration of units of beneficial interest,
$.00001 par value, in the amount of $139,864,539 belonging to the following
series of Schwab Capital Trust: the Schwab International Index Fund, the
Schwab Small-Cap Index Fund, the Schwab Asset Director--High Growth Fund, the
Schwab Asset Director--Balanced Growth Fund, and the Schwab Asset Director--
Conservative Growth Fund (the "Shares"), sold in reliance upon the Rule
during your fiscal year ended October 31, 1995.
We have examined your Declaration of Trust on file in the office of the
Secretary of The Commonwealth of Massachusetts and the Clerk of the City of
Boston. We are familiar with the action taken by your Trustees to authorize the
issue and sale from time to time of your authorized and unissued Shares at not
less than the public offering price, and have assumed that the Shares have been
issued and sold in accordance with such actions, and that appropriate action has
been taken to qualify or register the sale of the Shares under any applicable
state laws regulating offerings and sales of securities. We have also examined a
copy of your By-laws and such other documents as we have deemed necessary for
the purposes of this opinion. You are from time to time referred to herein as
the "Trust."
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and validly issued and are fully paid and non-assessable.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement, obligation or instrument entered into or executed by the Trust
or its Trustees. The Declaration of Trust provides for indemnification out of
the property of the Trust for all loss
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Schwab Capital Trust -2- December 13, 1995
and expense of any shareholder of the Trust held personally liable solely by
reason of his being or having been a shareholder. Thus, the risk of a
shareholder incurring financial loss on account of being a shareholder is
limited to circumstances in which the Trust itself would be unable to meet its
obligations.
We consent to this opinion accompanying the Notice when filed with the
Commission.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. Name and address of issuer:
Schwab Capital Trust
101 Montgomery Street
San Francisco, CA 94104
2. Name of each series or class of funds for which this notice is filed:
Schwab Small-Cap Index Fund
Schwab International Index Fund
Schwab Asset Director--High Growth Fund
Schwab Asset Director--Balanced Growth Fund
Schwab Asset Director--Conservative Growth Fund
3. Investment Company Act File Number: 811-6200
Securities Act File Number: 33-62470
4. Last day of fiscal year for which this notice is filed: 10/31/95
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: N/A
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): N/A
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number of securities sold = 12,687,833
Aggregate sales price= $138,128,288
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of securities sold = 12,687,833
Aggregate sales price= $138,128,288
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Number of securities reinvested = 171,756
Aggregate sales price of reinvestment= $1,736,251
12. Calculation of registration fee:
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<S> <C>
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10): $ 138,128,288
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): 1,736,251
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (65,622,978)
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable): 0
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii), less
line (iii) plus line (iv)] (if applicable:) 74,241,561
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see Instruction C.6): x 1/2900
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(vii) Fees due [line (I) or line (v) multiplied by line (vii)]: $ 25,600.54
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</TABLE>
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of Informal and
Other Procedures (17 CFR 202.3a).
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: December 13, 1995
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ William J. Klipp
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William J. Klipp
Senior Vice President and Chief Operating Officer
Date December 13, 1995
* Print name and title of the signing officer below the signature
