UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Schwab Capital Trust

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INFORMATION STATEMENT

Schwab Capital Trust

Laudus Small-Cap MarketMasters Fund™

211 Main Street San Francisco, California 94105

November 30, 2012

Dear Shareholder,

We are pleased to inform you that Charles Schwab Investment Management, Inc. (“CSIM”) has entered into a new investment sub-advisory agreement on behalf of the Laudus Small-Cap MarketMasters Fund (the “Fund”), a series of Schwab Capital Trust (the “Trust”), with Wellington Management Company, LLP (“Wellington Management”).

At the recommendation of CSIM, during a meeting held on September 25, 2012, the Trust’s Board of Trustees (the “Board” or “Trustees”) approved the appointment of Wellington Management as a new investment manager to manage a separate portion of the Fund’s portfolio. Wellington Management began managing a portion of the Fund’s portfolio on or around October 8, 2012.

This Information Statement is being provided to shareholders of the Fund in lieu of a proxy statement, pursuant to the terms of an exemptive order that the Fund received from the Securities and Exchange Commission (“SEC”). Please take a moment to read the enclosed Information Statement that describes the changes discussed above.

This Information Statement is for informational purposes only and no action is required on your part.

We Are Not Asking You for a Proxy and You Are Not Requested To Send Us a Proxy.

Background of Transaction

Subject to oversight by the Board, CSIM acts as “manager-of-managers” for the Fund and has overall responsibility for the management of the Fund. In connection with its duties as the manager-of-managers, CSIM allocates portions of the Fund’s assets to several investment managers, who manage their respective portions under the general supervision of CSIM. CSIM reviews and evaluates the Trust’s investment managers on an ongoing basis.

As described in more detail under the “Additional Information about SEC Exemptive Order” section below, the Fund and CSIM have received exemptive relief from the SEC permitting CSIM and the Fund to hire or terminate investment managers without shareholder approval, subject to certain conditions. At a meeting held on September 25, 2012, and pursuant to CSIM’s recommendation, the Board approved Wellington Management as a new investment manager for the Fund and approved a corresponding investment sub-advisory agreement between CSIM and Wellington Management (the “New Sub-Advisory Agreement”).

The following table identifies the Fund’s current investment managers, their areas of focus and approximate asset allocation as of October 31, 2012.

Investment Manager	Investment Style	Allocation of Net Assets (%)
Wellington Management Company, LLP	Small-cap value		23.02	%*
Neuberger Berman Management LLC	Small-cap growth		15.66	%
TAMRO Capital Partners LLC	Small-cap blend		48.65	%
Mellon Capital Management Corp.	Small-cap blend		9.54	%

* Wellington Management began managing a portion of the Fund’s assets on or about October 8, 2012.

New Sub-Advisory Agreement

The Trustees approved the New Sub-Advisory Agreement after a thorough analysis of the proposed services to be provided by Wellington Management. The material factors considered by the Trustees in approving the New Sub-Advisory Agreement are set forth below under the “Trustees’ Considerations” section. The terms of the New Sub-Advisory Agreement are substantially similar to those of each existing sub-advisory agreement with the Fund’s other investment managers. Some of the terms and conditions of the New Sub-Advisory Agreement are summarized below.

Duties of Wellington Management.    Subject to the supervision of the Trust, the Trustees and CSIM, Wellington Management is responsible for managing the investment and reinvestment of the Managed Assets and for determining, in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash. For purposes of the New Sub-Advisory Agreement, “Managed Assets” refers to the portion of the Fund’s assets that may be allocated by CSIM for management by Wellington Management from time to time, together with all income earned on those assets and all realized and unrealized capital appreciation related to those assets.

In performing its duties and obligations under the New Sub-Advisory Agreement, Wellington Management is not permitted to consult with any other investment manager to the Fund concerning the Managed Assets, except to the extent permitted under the Investment Company Act of 1940, as amended (the “1940 Act”), or any rule, regulation or order thereunder. Wellington Management is required to use the same skill and care in providing investment advisory services to the Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities.

Wellington Management is not responsible for providing investment advice to any other portion of the Fund’s assets not allocated to Wellington Management for management, or, unless CSIM provides written instructions to the contrary, for reviewing the proxy solicitation materials and exercising voting rights associated with securities compromising the Managed Assets.

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Wellington Management is required to assist the Trust, the Fund’s distributor and CSIM, as may be reasonably requested by such parties, which may include, but is not limited to: attendance and participation in meetings, conferences and educational events; review of materials related to the Fund that include reference to Wellington Management; and providing certain other materials or data to CSIM.

Wellington Management will provide advice on the fair value of securities of the Managed Assets, when requested by CSIM. However, the Fund is responsible for any fair value pricing determinations.

Wellington Management must fulfill its duties pursuant to the New Sub-Advisory Agreement in compliance with (i) such policies as the Trust, the Trustees and CSIM may from time to time establish; (ii) the Fund’s prospectus and statement of additional information (“SAI”); (iii) the Trust’s Declaration of Trust and By-Laws; (iv) the provisions of the 1940 Act applicable to Wellington Management; (v) the Investment Advisers Act of 1940, as amended (the “Advisers Act”); (vi) to the extent CSIM notifies Wellington Management, any exemptive or other relief granted by the SEC; and (vii) certain other federal laws applicable to Wellington Management (collectively, the “Governing Materials”); provided, however, that CSIM may direct Wellington Management in writing to take certain actions for compliance with the 1940 Act or any other applicable law.

Wellington Management will perform these duties at its own expense, and will furnish all the office space, furnishings and equipment and the personnel that Wellington Management requires to perform its duties under the New Sub-Advisory Agreement. Wellington Management is not required to pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund.

Portfolio Transactions.    Subject to certain conditions, Wellington Management is authorized to select brokers or dealers to execute the purchases and sales of portfolio securities and other property for the Fund and to utilize the services of a broker or dealer that provides brokerage or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended). In effecting transactions for the Fund and selecting brokers or dealers, Wellington Management is required to use its best efforts to seek, on behalf of the Fund, the best overall terms available. Wellington Management is permitted to aggregate orders for purchase or sale of Managed Assets with similar orders being made concurrently for other accounts managed by Wellington Management.

Compensation of Wellington Management.    As compensation for its services to the Fund under the New Sub-Advisory Agreement and expenses incurred in performing such services, Wellington Management is entitled to receive fees from CSIM (not the Fund), based on a percentage of the average daily value of the portion of Fund’s assets allocated to Wellington Management. Accordingly, the appointment of Wellington Management to the Fund does not affect the management fees paid by the Fund or its shareholders.

The following table shows the aggregate sub-advisory fees paid by CSIM to the Fund’s unaffiliated investment managers, in the aggregate, during the Fund’s most recent fiscal year ended October 31, 2012.

Fund	Aggregate Sub-Advisory Fees Paid by CSIM to the Investment Managers in Dollars		Aggregate Sub-Advisory Fees Paid by CSIM to the Investment Managers as a % of Average Net Assets of the Fund
Laudus Small-Cap MarketMasters Fund	$	855,127		0.53	%

Limitation of Liability of Wellington Management.    The New Sub-Advisory Agreement provides that Wellington Management will not be liable for any claims, liabilities, damages, costs or losses (collectively, “Claims”) arising out of the New Sub-Advisory Agreement, except to the extent such Claims arise out of: (i) Wellington Management’s negligence, bad faith or willful misfeasance; or (ii) Wellington Management’s material breach of the Governing Materials.

Indemnification.    The New Sub-Advisory Agreement provides that Wellington Management will indemnify and hold harmless the Trust, the Trustees and CSIM, their affiliates and their respective employees, officers and directors from and against all Claims arising out of the New Sub-Advisory Agreement to the extent such Claims arise out of: (i) Wellington Management’s negligence, bad faith or willful misfeasance; or

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(ii) Wellington Management’s material breach of the Governing Materials. The New Sub-Advisory Agreement also provides that CSIM will indemnify and hold harmless Wellington Management, its affiliates and their respective employees, officers and directors from and against all Claims arising out of the New Sub-Advisory Agreement, except to the extent such Claims arise out of: (i) Wellington Management’s negligence, bad faith or willful misfeasance; or (ii) Wellington Management’s material breach of the Governing Materials.

Duration and Termination.    The New Sub-Advisory Agreement initially continues in effect for a period of two years after its effective date and will continue thereafter for successive one-year periods, provided that its continuance is approved at least annually (i) by a vote of a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees or by vote of a majority of the outstanding voting securities of the Fund; provided, however, that in the event that the shareholders of the Fund fail to so approve the New Sub-Advisory Agreement, Wellington Management may continue to serve in the manner and to the extent permitted by the 1940 Act.

The New Sub-Advisory Agreement provides for termination, without cause and without payment of any penalty by the Trust, the Trustees or CSIM, by vote of a majority of the Trustees or by vote of a majority of the outstanding voting securities of the Fund on not more than 60 days’ written notice to Wellington Management, or by CSIM upon 90 days’ written notice to Wellington Management. In addition, the New Sub-Advisory Agreement may be terminated, with cause, by CSIM at any time, without payment of any penalty by the Trust, the Trustees and CSIM, upon written notice to Wellington Management. The New Sub-Advisory Agreement provides that it may not be terminated by Wellington Management prior to two years from date of execution. Thereafter, the New Sub-Advisory Agreement may be terminated by Wellington Management at any time, without cause and without payment of any penalty, upon 90 days’ written notice to CSIM.

The New Sub-Advisory Agreement terminates automatically in the event of its “assignment,” as defined in the 1940 Act, or in the event of the termination of the Investment Advisory and Administration Agreement between CSIM and the Trust (the “Management Agreement”).

Investment Strategies of Wellington Management

In managing its portion of the Fund’s assets, Wellington Management seeks long-term total returns in excess of the Russell 2000 Value Index by investing in conservatively-valued securities of high-quality small capitalization companies. The Russell 2000 Value Index measures the performance of the small-capitalization value segment of the U.S. equity market, and it includes companies in the Russell 2000 Index with lower price-to-book ratios and lower forecasted growth values.

Wellington Management selects stocks using a bottom-up, value-oriented investment approach and employing proprietary fundamental research to identify securities of issuers that Wellington Management believes are undervalued. Wellington Management focuses on companies with a record of above average rates of profitability that sell at a discount relative to the overall small cap market.

Through fundamental research, Wellington Management seeks to identify those companies that possess one or more of the following characteristics: a history of above-average rates of profitability, a strong and sustainable competitive position within a market niche, robust cash flows that build the value of the business or fund measures that otherwise benefit shareholders over time, financial structures that are more conservative than the relevant industry average, and quality management with incentives aligned with shareholders.

Trustees’ Considerations

At a meeting of the Board held on September 25, 2012, CSIM recommended, and the Trustees, including a majority of the Independent Trustees, approved the New Sub-Advisory Agreement pursuant to which Wellington Management is appointed as a sub-adviser (“investment manager” or “sub-adviser”) to the Fund.

The Board was provided with detailed materials related to Wellington Management in advance of and at the meeting. The materials included, but were not limited to, information about Wellington Management’s (a) quality of investment management and other services; (b) investment management personnel; (c) operations

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and financial condition; (d) brokerage practices (including any soft dollar arrangements) and other investment strategies; (f) compliance systems; (g) policies on, and compliance procedures for, personal securities transactions; (h) reputation, expertise and resources; (i) performance compared with similar advisers; and (j) performance with respect to similar accounts managed by Wellington Management. In addition, the Board was provided with information about the level of the sub-advisory fees to be paid to Wellington Management, and comparable fees paid to Wellington Management for managing similar accounts. The Independent Trustees received advice from independent counsel to the Independent Trustees, including a memorandum regarding the responsibilities of Trustees for the approval of the New Sub-Advisory Agreement. The proposed appointment of Wellington Management was first reviewed and discussed in the Investment Oversight Committee of the Board (the “Committee”) on September 24, 2012. Following such discussion, the Committee recommended the New Sub-Advisory Agreement to the Board for approval.

In its consideration of the approval of the New Sub-Advisory Agreement, the Board considered a variety of specific factors, including:

1. the nature, extent and quality of the services to be provided to the Fund under the New Sub-Advisory Agreement, including the resources of Wellington Management to be dedicated to the Fund;

2. Wellington Management’s investment performance in providing sub-advisory services with respect to similar accounts;

3. the Fund’s expenses and how those expenses would be impacted by the hiring of Wellington Management;

4. the profitability of CSIM and its affiliates, including Charles Schwab & Co., Inc. (“Schwab”), with respect to the Fund, including both direct and indirect benefits accruing to CSIM and its affiliates; and

5. the extent to which economies of scale may be realized as the Fund grows and whether fee levels in the New Sub-Advisory Agreement reflect the economies of scale for the benefit of Fund investors.

Nature, Extent and Quality of Services.    The Board considered the nature, extent and quality of the sub-advisory services to be provided by Wellington Management to the Fund and the resources it will dedicate to the Fund. In this regard, the Trustees considered the information provided by Wellington Management with respect to its history, reputation, expertise, qualifications of its personnel, and experience in managing the type of strategies for which Wellington Management was being engaged. The Board also considered reports regarding the search process undertaken by CSIM that led to the identification of Wellington Management by CSIM as a well-qualified sub-adviser to the Fund with an investment style consistent with the Fund’s investment objective and strategies, and CSIM’s desired risk/return profile. The Trustees also considered the Trust’s Chief Compliance Officer’s evaluation of Wellington Management’s compliance program and the recommended compliance monitoring program for Wellington Management. Following such evaluation, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of services to be provided by Wellington Management to the Fund and the resources of Wellington Management to be dedicated to the Fund supported approval of the New Sub-Advisory Agreement.

Investment Performance.    The Board considered Wellington Management’s investment performance in determining whether to approve the New Sub-Advisory Agreement. Specifically, the Trustees considered Wellington Management’s tracking error relative to appropriate benchmarks as well as its overall relative performance in providing investment advisory services to similar accounts. Following such evaluation, the Board concluded, within the context of its full deliberations, that the investment performance of Wellington Management supported approval of the New Sub-Advisory Agreement.

Fund Expenses.    With respect to the Fund’s expenses, the Trustees considered the rate of compensation to be paid under the New Sub-Advisory Agreement, and the Fund’s net operating expense ratio. When considering the fees to be paid to Wellington Management, the Trustees took into account the fact that Wellington Management will be compensated by CSIM, and not by the Fund directly, and that the fees paid to Wellington Management would not impact the fees paid by the Fund to CSIM. The Trustees also considered fees charged by Wellington Management to comparable accounts, such as separately managed accounts. Finally, the Board

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considered CSIM’s statements that the fees to be paid to Wellington Management are reasonable in light of the anticipated quality of services to be provided by Wellington Management. Following such evaluation, the Board concluded, within the context of its full deliberations, that the fees to be paid to Wellington Management are reasonable and supported approval of the New Sub-Advisory Agreement.

Profitability.    With respect to the profitability of CSIM, the Trustees considered projected profitability to CSIM before and after the appointment of Wellington Management as a new sub-adviser. Based on this evaluation, the Board concluded, within the context of its full deliberations, that the expected profitability of CSIM supported approval of the New Sub-Advisory Agreement. With respect to Wellington Management, no historical information regarding the profitability of its relationship to the Fund was available. The Trustees took into account, however, the fact that Wellington Management will be compensated by CSIM, and not by the Fund directly, and that the compensation paid to Wellington Management reflects an arms-length negotiation between CSIM and Wellington Management, which are unaffiliated with each other.

Economies of Scale.    The Board considered the existence of any economies of scale and whether those are passed along to the Fund’s shareholders through a graduated investment advisory fee schedule or other means, including any fee waivers by CSIM and its affiliates. In connection with its evaluation, the Board took into account the fact that the existing contractual investment advisory fee schedules and the proposed sub-advisory fee schedules relating to the Fund include lower fees at higher graduated asset levels. Based on this evaluation, the Board concluded, within the context of its full deliberations, that the Fund obtains reasonable benefit from economies of scale.

In the course of their deliberations, the Trustees did not identify any particular information or factor that was all important or controlling. Based on the Trustees’ deliberation and their evaluation of the information described above, the Board, including a majority of the Independent Trustees, approved the New Sub-Advisory Agreement for an initial two-year term and concluded that the compensation under the New Sub-Advisory Agreement is fair and reasonable in light of such services, and such other matters as the Trustees considered to be relevant in the exercise of their reasonable judgment.

Additional Information about SEC Exemptive Order

The Fund and CSIM have received exemptive relief from the SEC to permit CSIM and the Fund to hire or terminate investment managers without shareholder approval, subject to certain conditions. One of the conditions requires approval by the Trustees before any such hiring is implemented. In addition, within 90 days of the hiring of any new investment manager, CSIM must furnish shareholders of the Fund with an information statement describing the new investment manager. The exemptive order currently prohibits CSIM from entering into sub-advisory agreements with affiliates of the investment adviser without shareholder approval.

Additional Information about the Trust and CSIM

The Trust is an open-end investment management company organized as a Massachusetts business trust on May 7, 1993.

CSIM, a wholly owned subsidiary of The Charles Schwab Corporation, 211 Main Street, San Francisco CA 94105, serves as the Fund’s investment adviser and administrator pursuant to the Management Agreement between CSIM and the Trust.

Additional Information about Wellington Management

Wellington Management is a Massachusetts limited liability partnership with principal offices at 280 Congress Street, Boston, MA 02210. As of July 1, 2012, the firm was owned by 125 partners, all fully active in the firm.

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The principal executive officers and directors of Wellington Management, as of the date of this document, are set forth below. The address of each person below, as it relates to his or her duties with Wellington Management, is the address of Wellington Management listed above.

Name and Address	Position and Principal Occupation with Wellington Management and Principal Occupation if Different from Positions(s) with Wellington Management
Charles S. Argyle	Managing Director, Partner, and Executive Committee Member
Louis Chabrier	Senior Vice President, Partner, and Executive Committee Member
Cynthia M. Clarke	Senior Vice President, Partner, and Chief Legal Officer
Wendy M. Cromwell	Senior Vice President, Partner, and Executive Committee Member
Ray E. Helfer	Managing Director, Partner, and Executive Committee Member
Nancy M. Morris	Vice President and Chief Compliance Officer
Saul J. Pannell	Senior Vice President, Partner, and Executive Committee Member
Phillip H. Perelmuter	Senior Vice President, Managing Partner, and Executive Committee Member
Edward J. Steinborn	Senior Vice President, Partner, and Chief Financial Officer
Brendan J. Swords	President, Managing Partner, and Executive Committee Member
Perry M. Traquina	Chief Executive Officer, Managing Partner, and Executive Committee Member
Vera M. Trojan	Senior Vice President, Partner, and Executive Committee Member

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No officer or Trustee of the Fund is a director, officer or employee of Wellington Management. No officer or Trustee of the Fund, through the ownership of securities or otherwise, has any other material direct or indirect interest in Wellington Management or any other person controlling, controlled by or under common control with Wellington Management.

Since the beginning of the most recently completed fiscal year, none of the Trustees of the Fund has had any material interest, direct or indirect, in any material transactions, or in any material proposed transactions, to which Wellington Management or any of its affiliates was or is to be a party.

Additional Information about the Fund’s Affiliates

During the Fund’s fiscal year ended October 31, 2012, the Fund paid no commissions to brokers affiliated with CSIM or any investment manager.

The Fund has entered into arms’ length, commercial agreements with affiliated persons of certain investment managers to provide services to the Fund. These arrangements and the services provided thereunder will continue to be provided following the approval of the New Sub-Advisory Agreement.

Report to shareholders

For a free copy of the Fund’s annual or semi-annual report, call Schwab at 1-800-435-4000. In addition, you may visit Laudus Funds’ web site at www.laudus.com/prospectus for a free copy of the Fund’s prospectus, SAI or annual or semi-annual report.

Laudus MarketMasters Funds 811-07704

REG69970-00