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U.S. Securities and Exchange Commission, Washington, D.C. 20549
ANNUAL NOTICE OF SECURITIES SOLD, PURSUANT TO RULE 24f-2
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 INTERNATIONAL INDEX FUND
SCHWAB SMALL-CAP INDEX FUND
SCHWAB ASSET DIRECTOR -- HIGH GROWTH FUND
SCHWAB ASSET DIRECTOR -- BALANCED GROWTH FUND
SCHWAB ASSET DIRECTOR -- CONSERVATIVE GROWTH FUND
SCHWAB S&P 500 FUND-INVESTOR SHARES
SCHWAB S&P 500 FUND-e.SHARES
SCHWAB ANALYTICS FUND
SCHWAB ONESOURCE PORTFOLIOS - INTERNATIONAL
3. Investment Company Act File Number: 811-7704
Securities Act File Number: 33-62470
4. Last day of fiscal year for which this notice is filed:
OCTOBER 31, 1996
5. 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:
0
6. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
0
7. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 85,970,851
Amount: $ 911,271,343
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8. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
Number: 85,970,851
Amount: $ 911,271,343
9. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on Rule 24f-2 (from Item 8):
$ 911,271,343
(ii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- $ 197,960,958
(iii) Net aggregate price of securities sold and issued during the
fiscal year in reliance on Rule 24f-2 [line (i) less line (ii)] (if
applicable):
$ 713,310,385
(iv) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation:
X 1/33 OF 1%
(v) Fee due [line (iii) multiplied by line (iv)]:
$ 216,154.66
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: /s/ William J. Klipp
__________________________________________________
William J. Klipp
Executive Vice President and
Chief Operating Officer
Date: December 13, 1996
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December 12, 1996
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 $911,271,343 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, the Schwab Asset Director - Conservative
Growth Fund, the Schwab S&P 500 Fund - Investor Shares, the Schwab S&P 500 Fund
- -e.Shares, the Schwab Analytics Fund, and the Schwab OneSource Portfolios
International (the "Shares"), sold in reliance upon the Rule during your fiscal
year ended October 31, 1996.
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.
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Schwab Capital Trust -2- December 12, 1996
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 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
