ADVISORY CONTRACTS

The following document was filed with the Securities
and Exchange Commission (the "SEC") and is
incorporated by reference herein:

1.	Schedules A and B to the Amended and
Restated Investment Advisory and
Administration Agreement between Registrant
and Charles Schwab Investment Management,
Inc. ("CSIM"), dated December 1, 2017, are
incorporated herein by reference to Exhibit
(d)(iv) of Post-Effective Amendment No. 180 to
Registrant's Registration Statement on Form N-
1A (File No. 811-07704), electronically filed with
the SEC on December 1, 2017.

The following documents are filed with the SEC herein:

1.	Amendment, dated September 27, 2018, to
Investment Sub-Advisory Agreement between
CSIM and American Century Investment
Management, Inc. is filed herein.
2.	Amendment, dated September 27, 2018, to
Investment Sub-Advisory Agreement between
CSIM and Wellington Management Company
LLP is filed herein.
3.	Amendment, dated September 27, 2018, to
Investment Sub-Advisory Agreement between
CSIM and William Blair Investment
Management, LLC is filed herein.

ADVISORY CONTRACTS

September 27, 2018

William Blair Investment Management, LLC
(formerly, William Blair & Company, L.L.C.)
Attention:  Heather Gardner, CIMA
150 North Riverside Plaza
Chicago, IL 60606

Re: Amendment to Schedule B


Dear Ms. Gardner:

	This letter agreement serves to amend
Schedule B ("Schedule B") to our investment
sub-advisory agreement, dated January 31, 2002,
as amended on March 26, 2003, December 2,
2004, April 18, 2005 and June 5, 2012 (the
"Agreement").

       The amended Schedule B reflects the
new breakpoints with respect to the sub-advisory
fees.  Amended Schedule B shall replace the
existing Schedule B effective October 1, 2018.

	The Agreement otherwise remains
unchanged and shall continue in full force and
effect.

	In the space provided below, please
acknowledge your agreement to the foregoing.

Very truly yours,

Charles Schwab Investment Management, Inc.


By:	/s/ Marie Chandoha
Name:	Marie Chandoha
Title:	President and Chief Executive Officer


ACKNOWLEDGED AND AGREED TO:

William Blair Investment Management, LLC

By:	/s/ Robert Duwa
Name:	Robert Duwa
Title:	Partner




SCHEDULE B
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CHARLES SCHWAB INVESTMENT
MANAGEMENT, INC.
AND
WILLIAM BLAIR INVESTMENT
MANAGEMENT, LLC


FEES

Fees will be accrued each day by applying to the
Net Asset Value of the Managed Assets at the
end of that day, the daily rate, using a 365-day
year, equivalent to the applicable fee percentage
set forth below ("Company Percentage").  Sub-
Adviser represents and warrants that the
Company Percentage now is and in the future
will be equal to or less than the applicable fee
percentage payable to Sub-Adviser under any
other advisory or sub-advisory agreement for
comparable investment advisory services to
mutual funds that have substantially the same
investment policies and objectives (each a
"Third Party Percentage").   If at any time, the
Company Percentage is greater than any Third
Party Percentage, the Company Percentage will
be reduced to the lowest Third Party Percentage,
including with respect to any advisory or sub-
advisory agreement amended or entered into by
Sub-Adviser after the effective date of this
Schedule.  Fees will be paid within 30 days
following the end of each calendar quarter.

COMPANY PERCENTAGE

47 Basis Points on the first $250 million.
30 Basis Points above $250 million.

Provided however, if at any time the Net Asset
Value of the Managed Assets falls below $250
million for a period of 90 days, the Company
Percentage shall be: 55 Basis Points on the first
$150 million, 40 Basis Points on the next $100
million, 35 Basis Points on the next $50 million
and 30 Basis Points above $300 million.
However, if at any time after such drop, the Net
Asset Value of the Managed Assets again
exceeds $250 million for a period of 90 days the
Company Percentage shall revert to the
Schedule set forth above.

Effective Date of this Schedule B:  October 1,
2018

ADVISORY CONTRACTS

September 27, 2018

Wellington Management Company LLP
Attention:  Legal and Compliance
280 Congress Street
Boston, MA 02210

Re: Amendment to Schedule B


Dear Sir or Madam:

	This letter agreement serves to amend Schedule
B ("Schedule B") to our Investment Sub-Advisory
Agreement, dated October 2, 2012, as amended from
time to time (the "Agreement").

       The amended Schedule B reflects the new sub-
advisory fees.  Amended Schedule B shall replace the
existing Schedule B effective October 1, 2018.

	The Agreement otherwise remains unchanged
and shall continue in full force and effect.

	In the space provided below, please
acknowledge your agreement to the foregoing.

Very truly yours,

Charles Schwab Investment Management, Inc.


By:	/s/ Marie Chandoha
Name:	Marie Chandoha
Title:	President and Chief Executive Officer


ACKNOWLEDGED AND AGREED TO:

Wellington Management Company LLP


By:	/s/ Michael Boudens
Name:	Michael Boudens
Title:	Senior Managing Director



SCHEDULE B
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CHARLES SCHWAB INVESTMENT MANAGEMENT,
INC.
AND
WELLINGTON MANAGEMENT COMPANY LLP


zFEES

Fees will be accrued each day by applying to the Net
Asset Value of the Managed Assets at the end of that
day, the daily rate, using a 365-day year, equivalent to
the applicable fee percentage set forth below ("Company
Percentage").   Fees will be paid within 30 days
following the end of each calendar quarter.

COMPANY PERCENTAGE

62 basis points on all Managed Assets.

Effective Date of this Schedule B:  October 1, 2018

INTERNAL CONTROL RPT

Report of Independent Registered Public
Accounting Firm

To the Board of Trustees of Schwab Capital Trust and
Shareholders of the funds listed in Appendix A (hereafter
collectively referred to as the "Funds")

In planning and performing our audit of the financial
statements of the Funds as of and for the periods ended
October 31, 2018, in accordance with the standards of the
Public Company Accounting Oversight Board (United
States) ("PCAOB"), we considered the Funds' internal
control over financial reporting, including controls over
safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with
the requirements of Form N-CEN, but not for the
purpose of expressing an opinion on the effectiveness of
the Funds' internal control over financial reporting.
Accordingly, we do not express an opinion on the
effectiveness of the Funds' internal control over financial
reporting.

The management of the Funds is responsible for
establishing and maintaining effective internal control
over financial reporting.  In fulfilling this responsibility,
estimates and judgments by management are required to
assess the expected benefits and related costs of controls.
A company's internal control over financial reporting is a
process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes
in accordance with generally accepted accounting
principles.  A company's internal control over financial
reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements
in accordance with generally accepted accounting
principles, and that receipts and expenditures of the
company are being made only in accordance with
authorizations of management and directors of the
company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a company's assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

A deficiency in internal control over financial reporting
exists when the design or operation of a control does not
allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis.  A material weakness is
a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the
company's annual or interim financial statements will
not be prevented or detected on a timely basis.

Our consideration of the Funds' internal control over
financial reporting was for the limited purpose described
in the first paragraph and would not necessarily disclose
all deficiencies in internal control over financial reporting
that might be material weaknesses under standards
established by the PCAOB.  However, we noted no
deficiencies in the Funds' internal control over financial
reporting and its operation, including controls over
safeguarding securities, that we consider to be a material
weaknesses as defined above as of October 31, 2018.

This report is intended solely for the information and use
of the Board of Trustees of Schwab Capital Trust and the
Securities and Exchange Commission and is not intended
to be and should not be used by anyone other than these
specified parties.

PricewaterhouseCoopers LLP
San Francisco, California
December 14, 2018



Appendix A
Period : November 1, 2017 through October 31, 2018
Fund
Laudus Small-Cap MarketMasters Fund
Laudus International MarketMasters Fund
Schwab Core Equity Fund
Schwab Dividend Equity Fund
Schwab Large-Cap Growth Fund
Schwab Small-Cap Equity Fund
Schwab Hedged Equity Fund
Schwab Health Care Fund
Schwab International Core Equity Fund
Schwab Balanced Fund
Schwab S&P 500 Index Fund
Schwab Small-Cap Index Fund
Schwab Total Stock Market Index Fund
Schwab International Index Fund
Schwab Fundamental US Large Company Index Fund
Schwab Fundamental US Small Company Index Fund
Schwab Fundamental International Large Company
Index Fund
Schwab Fundamental International Small Company
Index Fund
Schwab Fundamental Emerging Markets Large Company
Index Fund
Schwab MarketTrack All Equity Portfolio
Schwab MarketTrack Growth Portfolio
Schwab MarketTrack Balanced Portfolio
Schwab MarketTrack Conservative Portfoli0
Schwab Target 2010 Fund
Schwab Target 2015 Fund
Schwab Target 2020 Fund
Schwab Target 2025 Fund
Schwab Target 2030 Fund
Schwab Target 2035 Fund
Schwab Target 2040 Fund
Schwab Target 2045 Fund
Schwab Target 2050 Fund
Schwab Target 2055 Fund
Schwab Target 2060 Fund

Period December 20, 2017 (commencement of
operations) through October 31, 2018
Fund
Schwab U.S. Large-Cap Growth Index Fund
Schwab U.S. Large-Cap Value Index Fund
Schwab U.S. Mid-Cap Index Fund


2

2

ADVISORY CONTRACTS

September 27, 2018

American Century Investment Management, Inc.
Attention:  General Counsel
4500 Main Street
Kansas City, MO 64119

	Re: Amendment to Schedule B


Dear Sir or Madam:

	This letter agreement serves to amend Schedule
B ("Schedule B") to our Investment Sub-Advisory
Agreement, dated June 3, 2010, as amended from time to
time (the "Agreement").

       The amended Schedule B reflects the new
breakpoints with respect to the sub-advisory fees.
Amended Schedule B shall replace the existing Schedule
B effective October 1, 2018.

	The Agreement otherwise remains unchanged
and shall continue in full force and effect.

	In the space provided below, please
acknowledge your agreement to the foregoing.

Very truly yours,

Charles Schwab Investment Management, Inc.


By:	/s/ Marie Chandoha
Name:	Marie Chandoha
Title:	President and Chief Executive Officer


ACKNOWLEDGED AND AGREED TO:

American Century Investment Management, Inc.


By:	/s/ Margie Morrison
Name:	Margie Morrison
Title:	Senior Vice President



SCHEDULE B
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CHARLES SCHWAB INVESTMENT MANAGEMENT,
INC.
AND
AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.


FEES

The Managed Assets of all mandates will be aggregated for
purposes of calculating the fees. Fees will be accrued each
day by applying to the Net Asset Value of the Managed
Assets at the end of that day, the daily rate, using a 365-day
year, equivalent to the applicable fee percentage set forth
below ("Company Percentage").  Fees will be paid within
30 days following the end of each calendar quarter.

The Sub-Adviser will not agree to a lower effective fee rate
that is lower than Company Percentage with any other
comparable client, as defined hereinafter, without notifying
CSIM of such lower effective fee rate, pursuant to this
Agreement. If at any time, the Company Percentage is
greater than such fee rate, the Company Percentage will be
reduced to be equal or less that fee rate. For purposes of this
provision, the term "comparable client" shall mean any
person or entity for which the Sub-Adviser is providing
sub-advisory services, excluding clients whose fees are
based on performance, that (1) enters into an investment
management agreement with the Sub-Adviser after the date
hereof (that is not a renewal, extension of or an amendment
of an existing agreement) for the management of an account
(either alone or together with other accounts of it and its
affiliates) that is comparable or smaller in size  to the Fund
and (2) utilizes the same investment strategy and receives
similar investment management services to those provided
to the Fund, including without limitation, having
comparable investment guidelines, restrictions and
objectives. The determination of the applicability of this
provision to any comparable client shall be made at the time
of the Sub-Adviser's agreement to an effective fee rate.

COMPANY PERCENTAGE

65 Basis points on the first $250 million
60 Basis points on assets over $250 million


Effective Date of this Schedule B:  October 1, 2018