SCHWAB CAPITAL TRUST
497, 1997-01-23
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<PAGE>   1
 
                       SUPPLEMENT DATED JANUARY 23, 1997
                            to the Prospectuses for:
 
                              SCHWAB CAPITAL TRUST
                     SCHWAB ASSET DIRECTOR-HIGH GROWTH FUND
                   SCHWAB ASSET DIRECTOR-BALANCED GROWTH FUND
                 SCHWAB ASSET DIRECTOR-CONSERVATIVE GROWTH FUND
                              (dated May 21, 1996)
 
                           SCHWAB ANNUITY PORTFOLIOS
                  SCHWAB ASSET DIRECTOR-HIGH GROWTH PORTFOLIO
                            (dated November 8, 1996)
 
As of February 28, 1997, Symphony Asset Management, Inc. ("Sub-Adviser") will no
longer serve as the Sub-Adviser to the Schwab Asset Director-High Growth Fund,
Schwab Asset Director-Balanced Growth Fund, Schwab Asset Director-Conservative
Growth Fund, and Schwab Asset Director-High Growth Portfolio (each a "Fund").
Also as of that date, Charles Schwab Investment Management, Inc. (the
"Investment Manager") will be responsible for providing all investment advisory
services to each Fund.
 
Accordingly, for each Fund, the Prospectus of that Fund is amended as follows:
 
1. All references to the Sub-Adviser are deleted and, where the context
requires, replaced with the "Investment Manager"; and
 
2. The disclosure under "Organization and Management of Our Funds" is amended to
reflect that the Investment Manager will employ a Tactical Asset Allocation
model to measure relative values among asset categories and determine the asset
mix within the defined ranges for each Fund based on what the Investment Manager
believes will provide the highest returns for a given level of risk (in addition
to the Investment Manager's other responsibilities as currently set forth in the
Prospectus).


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