<PAGE> 1
Exhibit (l)(xii)
PURCHASE AGREEMENT
Schwab Capital Trust (the "Trust"), a Massachusetts business trust, and
Charles Schwab & Co., Inc. ("Schwab"), a California corporation, hereby agree on
the 30th day of June, 2000 as follows:
1. The Trust hereby offers and Schwab hereby purchases 1 unit of
beneficial interest of Series Q, R, S and T of the Trust representing interests
in each of the series of shares known as COMMUNICATIONS FOCUS FUND, FINANCIAL
SERVICES FOCUS FUND, HEALTH CARE FOCUS FUND AND TECHNOLOGY FOCUS FUND (such 1
unit of beneficial interest being hereafter collectively known as a "Share") at
a price of $10.00 per Share. Schwab hereby acknowledges purchase of the Shares,
and the Trust hereby acknowledges receipt from Schwab of funds in the amount of
$10.00 for each such series of the Trust in full payment for the Shares. It is
further agreed that no certificate for the Shares will be issued by the Trust.
2. Schwab represents and warrants to the Trust that the Shares are being
acquired for investment purposes and not with a view to the distribution
thereof.
3. The names "Schwab Capital Trust" and "Trustees of Schwab Capital
Trust" refer, respectively to the Trust created and the Trustees as Trustees but
not individually or personally, acting from time to time under an Agreement and
Declaration of Trust dated as of May 6, 1993, to which reference is hereby made
and a copy of which is on file at the Office of the Secretary of State of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of "Schwab
Capital Trust" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are not made individually, but only in such
capacities, and are not binding upon any of the Trustees, Shareholders or
representatives of the Trust personally, but bind only the assets of the Trust,
and all persons dealing with any series of Shares of the Trust must look solely
to the assets for the Trust belonging to such series for the enforcement of any
claims against the Trust.
<PAGE> 2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed day and year first written above.
Attest: SCHWAB CAPITAL TRUST
Michael Silver By: Stephen B. Ward
------------------ -----------------------
Michael Silver Name: Stephen B. Ward
Title: Senior Vice President and
Chief Investment Officer
Attest: CHARLES SCHWAB & CO., INC.
Michael Silver By: Ron Carter
------------------ ---------------------
Michael Silver Name: Ron Carter
Title: Senior Vice President
