FILE NOS. 33-62470 AND 811-7704
AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON FEBRUARY 24, 2016
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Post-Effective
Amendment No. 151
|
☒
|
and
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Schwab Capital Trust
(Exact Name of Registrant as Specified in Charter)
211 Main Street
San Francisco, California 94105
(Address of Principal Executive Offices)
(800) 648-5300
(Registrant’s Telephone Number, including Area
Code)
Marie Chandoha
211 Main Street
San Francisco, California 94105
(Name and Address of Agent for Service)
Copies of communications to:
Douglas
P. Dick, Esq.
Dechert LLP
1900 K Street, N.W.
Washington, DC 20006
|
John
M. Loder, Esq.
Ropes & Gray LLP
800 Boylston Street
Boston, MA 02199-3600
|
David
J. Lekich, Esq.
Charles Schwab Investment Management, Inc.
211 Main Street
SF211MN-05-491
San Francisco, CA 94105
|
It is proposed that this filing will become
effective (check appropriate box):
□
|
Immediately upon
filing pursuant to paragraph (b)
|
☒
|
On February 25,
2016 pursuant to paragraph (b)
|
□
|
60 days after
filing pursuant to paragraph (a)(1)
|
□
|
On (date) pursuant
to paragraph (a)(1)
|
□
|
75 days after
filing pursuant to paragraph (a)(2)
|
□
|
On
(date) pursuant to paragraph (a)(2) of Rule 485
|
If appropriate, check the following box:
□
|
This
post-effective amendment designates a new effective date for a previously filed post-effective amendment.
|
Schwab Active Equity Funds
Prospectus
February
25, 2016
Schwab
Large-Cap Growth Fund™ (SWLSX)
|
Schwab
Core Equity Fund™ (SWANX)
|
Schwab
®
International Core Equity Fund (SICNX)
|
Schwab
Dividend Equity Fund™ (SWDSX)
|
Schwab
Small-Cap Equity Fund™ (SWSCX)
|
Schwab
Hedged Equity Fund™ (SWHEX)
|
Schwab
Financial Services Fund™ (SWFFX)
|
Schwab
Health Care Fund™ (SWHFX)
|
As with all mutual funds, the Securities and Exchange Commission (SEC) has
not approved these securities or passed on whether the information in this prospectus is adequate and accurate. Anyone who indicates otherwise is committing a federal crime.
Schwab Active Equity Funds
Schwab Large-Cap Growth
Fund™
Investment objective
The fund seeks long-term capital growth.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.72
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.31
|
Total
annual fund operating expenses
|
1.03
|
Less
expense reduction
|
(0.04)
|
Total
annual fund operating expenses after expense reduction
1
|
0.99
|
1
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.99% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund’s Board of Trustees.
|
This example is
intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of
those time periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$101
|
$315
|
$547
|
$1,213
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 90% of the average value of
its portfolio.
Principal investment
strategies
To pursue its investment
objective, the fund invests primarily in U.S. common stocks.
Under normal circumstances, the fund invests at least 80% of its net assets in large-cap stocks of U.S. companies. The fund will notify its shareholders
at least 60 days before changing this policy. Large-cap stocks generally are those with market capitalizations within the universe of the Russell
1000
®
Index at the time of purchase by the fund. The market capitalization range of the Russell 1000 Index was $2.427 billion to $750.547 billion,
as of May 29, 2015, and will change as market conditions change. The Russell 1000
®
Growth Index, the fund’s comparative index, includes those
Russell 1000 Index companies with higher price-to-book ratios and higher forecasted values. The fund invests its assets in companies it believes to have above-average growth potential. Growth may be measured by factors such as earnings or revenue.
Companies with high growth potential tend to have higher than average price/earnings (P/E) or price/book (P/B) ratios. Companies with strong growth potential often have new products, technologies, or other opportunities, or have a strong industry or
market position. The stocks of these companies are often called “growth” stocks.
The fund uses a portfolio optimization process
to assist in constructing the portfolio. The portfolio managers seek to use the portfolio optimization process to build a portfolio they believe will provide the optimal balance between risk and expected return, subject to parameters such as the
number of stocks desired in the portfolio, the level of portfolio turnover, industry and sector diversification, and volatility considerations. The fund approaches risk management from the perspective of the Russell 1000 Growth Index (the Index).
The portfolio managers seek to keep the fund’s volatility similar to that of the Index.
Schwab Large-Cap Growth Fund™
1
To aid its stock selection, the
fund uses Schwab Equity Ratings
®
. Schwab Equity Ratings use a scale of “A,” “B,” “C,” “D,” and
“F,” and are assigned to approximately 3,000 of the largest (by market cap) U.S.-traded stocks.
Generally, the fund seeks to invest in stocks
that are rated “A” or “B” at the time of purchase, but the fund may purchase “C”-rated stocks for purposes of diversification or managing the fund’s volatility relative to the Index, or to manage the
liquidity or turnover of the fund, when doing so is in the fund’s best interest. If a stock held by the fund is downgraded to a rating below “C,” the fund will sell the stock, unless the portfolio managers believe it is necessary
to continue holding the stock for purposes of diversification or to help manage the volatility of the fund relative to the Index, or to manage the liquidity or turnover of the fund, when doing so is in the fund’s best interest. The portfolio
managers will consider the current market environment and any potential negative impact on the fund in determining when to sell a downgraded stock. In addition, the fund may purchase certain stocks that are not rated by Schwab Equity Ratings to the
extent the portfolio managers believe the purchases will help to manage the volatility of the fund’s portfolio or provide potential for long-term capital growth. For more information on Schwab Equity Ratings, please see the “More about
Schwab’s research” section in the prospectus.
In addition to using Schwab Equity Ratings,
the portfolio managers utilize investment data and analytics to help manage the portfolio.
The fund may invest in derivatives,
principally futures contracts, primarily to seek returns on the fund’s otherwise uninvested cash assets. A futures contract is a contract to buy or sell a specific financial instrument at a specified price at a specific future time. By using
these instruments, the fund potentially can offset the impact on its performance of keeping some assets in cash. The fund may invest in exchange-traded funds and stocks of real estate investment trusts (REITs). The fund also may lend portfolio
securities to earn additional income. Any income realized through securities lending may help fund performance.
The fund may buy and sell portfolio securities
actively. If it does, its portfolio turnover rate and transaction costs may rise, which may lower fund performance and may increase the likelihood of capital gain distributions.
For temporary defensive purposes during
unusual economic or market conditions or for liquidity purposes, the fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may
not achieve its investment objective.
Principal
risks
The fund is subject to risks,
any of which could cause an investor to lose money. The fund’s principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the
future. In addition, the portfolio optimization process used by
the fund to assist in constructing the fund’s portfolio does not assure successful investment. Securities selected with the assistance of the process may be negatively impacted by factors or events not foreseen in developing the process. As a
result, the fund may have a lower return than if it were managed using another process or strategy.
Equity Risk
.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time.
Large-Cap Risk.
The fund will principally invest in large-cap segments of the U.S. stock market. Large-cap stocks tend to go in and out of favor based on market and economic conditions. During a period when large-cap U.S. stocks fall
behind other types of investments – mid- or small-cap stocks, for instance
– the fund’s performance also will lag those investments.
Growth Investing Risk.
Growth stocks can be volatile. Growth companies usually invest a high portion of earnings in their businesses and may lack the dividends of value stocks that can cushion stock prices in a falling market. The prices of
growth stocks are based largely on projections of the issuer’s future earnings and revenues. If a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically. Growth stocks may also be more expensive
relative to their earnings or assets compared to value or other stocks.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund's use of
derivatives could reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of
assets invested in derivatives can have a disproportionately large impact on the fund.
Exchange-Traded Fund (ETF) Risk.
When the fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than
the underlying portfolio of securities.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and
risks related to general or local economic conditions. REITs are also subject to certain additional risks, for example, REITs are dependent upon specialized management skills and cash flows, and may have their investments in relatively few
properties, a small geographic area or a single property type. Failure of a company to qualify as a REIT under federal tax law may have adverse consequences on the fund. In addition, REITs have their own expenses, and the fund will bear a
proportionate share of those expenses.
2
Schwab
Large-Cap Growth Fund™
Liquidity Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a loss.
Your investment in the fund is not a
bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the
risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
. On October 7, 2009, the Investor Share class and Select Share class were combined into a single class of shares of the fund, and the fund no longer offers multiple classes
of shares. The performance history of the fund, prior to October 7, 2009, is that of the fund's former Select Shares.
Annual total returns
(%) as of 12/31
Best Quarter:
14.06% Q1 2012
Worst Quarter:
(19.53%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
3.82%
|
12.32%
|
7.17%
|
After
taxes on distributions
|
(0.26%)
|
10.80%
|
6.40%
|
After
taxes on distributions and sale of shares
|
4.65%
|
9.73%
|
5.76%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
Russell
1000 Growth Index
|
5.67%
|
13.53%
|
8.53%
|
The after-tax
figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns
are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of
shares may exceed the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Jonas Svallin, CFA,
Vice President and Head of Active Equity Products, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2012.
Wei Li, Ph.D., CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2013.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors (as
determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund’s transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The minimum may be waived for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab Large-Cap Growth Fund™
3
Investment objective
The fund seeks long-term capital growth.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.47
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.27
|
Total
annual fund operating expenses
|
0.74
|
This example is
intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of
those time periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses. The expenses would be the same
whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$76
|
$236
|
$411
|
$918
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most
recent fiscal year, the fund’s portfolio turnover rate was
81% of the average value of its portfolio.
Principal investment strategies
To pursue its investment objective, the fund
invests primarily in U.S. stocks.
Under normal circumstances, the fund pursues its goal by investing at least 80% of its net assets in equity securities of U.S. companies. The fund will notify its shareholders at
least 60 days before changing this policy. The fund expects to hold the common stocks of U.S. companies that have market capitalizations of approximately $500 million or more. The fund seeks to assemble a portfolio with long-term performance that
will exceed that of the S&P 500
®
Index.
The fund uses a portfolio optimization process
to assist in constructing the portfolio. The portfolio managers seek to use the portfolio optimization process to build a portfolio they believe will provide the optimal balance between risk and expected return, subject to parameters such as the
number of stocks desired in the portfolio, the level of portfolio turnover, industry and sector diversification, and volatility considerations.
The fund approaches risk
management from the perspective of its comparative index, the S&P 500 Index (the Index). The Index includes the common stocks of 500 leading U.S. publicly-traded companies from a broad range of industries. The portfolio managers seek to keep the
fund’s volatility similar to that of the Index.
To aid its stock selection, the fund uses
Schwab Equity Ratings
®
. Schwab Equity Ratings use a scale of “A,” “B,” “C,” “D,” and
“F,” and are assigned to approximately 3,000 of the largest (by market cap) U.S.-traded stocks.
Generally, the fund seeks to invest in stocks
that are rated “A” or “B” at the time of purchase, but the fund may purchase “C”-rated stocks for purposes of diversification or managing the fund’s volatility relative to the Index, or to manage the
liquidity or turnover of the fund, when doing so is in the fund’s best interest. If a stock held by the fund is downgraded to a rating below “C”, the fund will sell the stock unless the portfolio managers believe it is necessary to
continue holding the stock for purposes of diversification or to help manage the volatility of the fund relative to the Index, or to manage the liquidity or turnover of the fund, when doing so is in the fund’s best interest. The portfolio
managers will consider the current market environment and any potential negative impact on the fund
4
Schwab Core
Equity Fund™
in determining when to sell a
downgraded stock. In addition, the fund may purchase certain stocks that are not rated by Schwab Equity Ratings to the extent the portfolio managers believe the purchases will help to manage the volatility of the fund’s portfolio or provide
potential for long-term capital growth. For more information on Schwab Equity Ratings please see the “More about Schwab’s research” section in the prospectus.
In addition to using Schwab Equity Ratings,
the portfolio managers utilize investment data and analytics to help manage the portfolio.
The fund may invest in derivatives,
principally futures contracts, primarily to seek returns on the fund’s otherwise uninvested cash assets. A futures contract is a contract to buy or sell a specific financial instrument at a specified price at a specific future time. By using
these instruments, the fund potentially can offset the impact on its performance of keeping some assets in cash. The fund may invest in exchange-traded funds and stocks of real estate investment trusts (REITs). The fund also may lend portfolio
securities to earn additional income. Any income realized through securities lending may help fund performance.
The fund may buy and sell portfolio securities
actively. If it does, its portfolio turnover rate and transaction costs may rise, which may lower fund performance and may increase the likelihood of capital gain distributions.
For temporary defensive purposes during
unusual economic or market conditions or for liquidity purposes, the fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may
not achieve its investment objective.
Principal
risks
The fund is subject to risks,
any of which could cause an investor to lose money. The fund’s principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure successful investment. Securities selected with the assistance of the process
may be negatively impacted by factors or events not foreseen in developing the process. As a result, the fund may have a lower return than if it were managed using another process or strategy.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time.
Large- and Mid-Cap Risk.
Both large- and mid-cap stocks tend to go in and out of favor based on market and economic conditions. However, stocks of mid-cap companies tend to be more vulnerable
to adverse business or economic
events than larger more established companies. During a period when large- and mid-cap U.S. stocks fall behind other types of investments – small-cap stocks, for instance – the fund’s performance also will lag those
investments.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund's use of
derivatives could reduce the fund's performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets
invested in derivatives can have a disproportionately large impact on the fund.
Exchange-Traded Fund (ETF) Risk.
When the fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than
the underlying portfolio of securities.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and
risks related to general or local economic conditions. REITs are also subject to certain additional risks, for example, REITs are dependent upon specialized management skills and cash flows, and may have their investments in relatively few
properties, a small geographic area or a single property type. Failure of a company to qualify as a REIT under federal tax law may have adverse consequences on the fund. In addition, REITs have their own expenses, and the fund will bear a
proportionate share of those expenses.
Liquidity Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a loss.
Your investment in the fund is not a
bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the
risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Schwab Core Equity Fund™
5
Annual total returns
(%) as of 12/31
Best Quarter:
14.52% Q3 2009
Worst Quarter:
(19.06%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
0.55%
|
11.90%
|
6.80%
|
After
taxes on distributions
|
(3.26%)
|
9.72%
|
5.64%
|
After
taxes on distributions and sale of shares
|
2.86%
|
9.33%
|
5.42%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
S&P
500 Index
|
1.38%
|
12.57%
|
7.31%
|
The after-tax
figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns
are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of
shares may exceed the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Jonas Svallin, CFA,
Vice President and Head of Active Equity Products, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2012.
Wei Li, Ph.D., CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2013.
Iain Clayton, CFA, FRM,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2015.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at
Charles Schwab & Co., Inc. (Schwab) or another financial
intermediary, you must follow Schwab’s or the other financial intermediary’s transaction procedures.
Eligible Investors (as
determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund’s transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The minimum may be waived for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
6
Schwab Core
Equity Fund™
Schwab
®
International Core Equity Fund
Investment objective
The fund seeks long-term capital growth.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.58
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.34
|
Total
annual fund operating expenses
|
0.92
|
Less
expense reduction
|
(0.06)
|
Total
annual fund operating expenses after expense reduction
1
|
0.86
|
1
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.86% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund’s Board of Trustees.
|
This example is
intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of
those time periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$88
|
$274
|
$477
|
$1,061
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 87% of the average value of
its portfolio.
Principal investment
strategies
To pursue its investment
objective, the fund invests primarily in the stocks of publicly traded companies located in developed countries excluding the United States
, however, the fund may also invest in stocks issued by companies located in
emerging markets
.
Developed countries include,
but are not limited to Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland,
Italy, Japan, Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The fund considers any country that is not a developed country to be an emerging market country.
Under normal circumstances, the fund invests
at least 80% of its net assets in equity securities. The fund will notify its shareholders at least 60 days before changing this policy. The fund typically invests a majority of its assets in the stocks of large-cap and mid-cap companies, but may
invest a portion of its assets in small-cap companies. In addition, the portfolio managers seek to allocate the fund’s investments across different countries and geographic regions in an effort to manage the economic and socio-political risks
associated with investing in a single country or limited number of countries.
The fund seeks to assemble a portfolio with
long-term performance that will exceed that of the MSCI EAFE
®
Index. The MSCI EAFE Index includes over 900 securities listed on the stock exchanges
of certain developed market countries in Europe, Australia, Asia, and the Far East. The fund approaches risk management from the perspective of its comparative index, the MSCI EAFE Index (the Index). The portfolio managers seek to keep the
fund’s volatility similar to that of the Index.
The fund uses a portfolio optimization process
to assist in constructing the portfolio. The portfolio managers seek to use the
Schwab
®
International Core Equity Fund
7
portfolio optimization process to build a portfolio they believe
will provide the optimal balance between risk and expected return, subject to parameters such as the number of stocks desired in the portfolio, the level of portfolio turnover, country and sector diversification, and volatility considerations. The
fund generally does not intend to hedge its exposure to foreign currencies.
To aid its stock selection, the
fund uses Charles Schwab and Co., Inc.’s (Schwab) proprietary international stock research. This research ranks stocks of foreign companies headquartered and trading in certain foreign countries. The stocks are ranked based on factors that
Schwab believes to be indicative of stocks’ performance potential. The fund may also use additional research as a component of its overall stock selection process. This research may incorporate the analysis of factors including, but not
limited to, valuation, balance sheet strength, future earnings power and trading activity to identify companies expected to outperform the broader equity market. In addition, the fund may purchase certain stocks that have not been ranked by Schwab
research. For more information on Schwab’s proprietary international stock research please see the “More about Schwab’s research” section in the prospectus.
The fund may invest in derivatives,
principally futures contracts, primarily to seek returns on the fund’s otherwise uninvested cash assets. A futures contract is a contract to buy or sell a specific financial instrument at a specified price at a specific future time. By using
these instruments, the fund potentially can offset the impact on its performance of keeping some assets in cash. The fund may invest in exchange-traded funds and stocks of real estate investment trusts (REITs). The fund also may lend portfolio
securities to earn additional income. Any income realized through securities lending may help fund performance.
The fund may buy and sell portfolio securities
actively. If it does, its portfolio turnover rate and transaction costs may rise, which may lower fund performance and may increase the likelihood of capital gain distributions.
For temporary defensive purposes during
unusual economic or market conditions or for liquidity purposes, the fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may
not achieve its investment objective.
Principal
risks
The fund is subject to risks,
any of which could cause an investor to lose money. The fund’s principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure successful investment. Securities selected with the assistance of the process
may be negatively impacted by factors or events not
foreseen in developing the process. As a result, the fund may
have a lower return than if it were managed using another process or strategy.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time.
Large- and Mid-Cap Risk.
Both large- and mid-cap stocks tend to go in and out of favor based on market and economic conditions. However, stocks of mid-cap companies tend to be more vulnerable to adverse business or economic events than larger
more established companies. During a period when large- and mid-cap U.S. stocks fall behind other types of investments – small-cap stocks, for instance
– the fund’s performance also will lag
those investments.
Small-Cap Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks, and their prices may move sharply, especially during market upturns and downturns. Small-cap companies may be more vulnerable to adverse
business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other types of investments – large-cap and mid-cap stocks, for instance
– the
fund’s performance also will lag those investments.
Foreign Investment Risk.
The fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in
foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government
restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. To the extent the fund’s investments
in a single country or a limited number of countries represent a higher percentage of the fund’s assets,
the fund assumes the risk that economic, political and social
conditions in those countries will have a significant impact on its investment performance and it may be subject to increased price
volatility.
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries often have less uniformity in accounting and
reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result,
there will tend to be an increased risk of price volatility associated with a fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use
of derivatives could reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage
of
8
Schwab
®
International Core Equity Fund
assets invested in derivatives can have a disproportionately
large impact on the fund.
Exchange-Traded Fund (ETF) Risk.
When the fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than
the underlying portfolio of securities.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and
risks related to general or local economic conditions. REITs are also subject to certain additional risks, for example, REITs are dependent upon specialized management skills and cash flows, and may have their investments in relatively few
properties, a small geographic area or a single property type. Failure of a company to qualify as a REIT under federal tax law may have adverse consequences on the fund. In addition, REITs have their own expenses, and the fund will bear a
proportionate share of those expenses.
Liquidity Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a loss.
Your investment in the fund is not a
bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the
risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
. On October 7, 2009, the Investor Share class, Select Share class and Institutional Share class were combined into a single class of shares of the fund, and the fund no
longer offers multiple classes of shares. The performance history of the fund, prior to October 7, 2009, is that of the fund’s former Institutional Shares.
Annual total returns
(%) as of 12/31
Best Quarter:
23.15% Q2 2009
Worst Quarter:
(18.75%) Q3 2011
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
Since
Inception
(5/30/08)
|
Before
taxes
|
3.40%
|
5.89%
|
1.53%
|
After
taxes on distributions
|
3.08%
|
5.44%
|
1.17%
|
After
taxes on distributions and sale of shares
|
2.50%
|
4.78%
|
1.35%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
MSCI
EAFE Index (Net)
1
|
(0.81%)
|
3.60%
|
(0.06%)
|
1
|
The net version of the index
reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes.
|
The after-tax figures reflect
the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not
relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may
exceed the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Jonas Svallin, CFA,
Vice President and Head of Active Equity Products, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2012.
Wei Li, Ph.D., CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2013.
Iain Clayton, CFA, FRM,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2015.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such
Schwab
®
International Core Equity Fund
9
day as a business day and accept purchase and redemption orders
and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another
financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction procedures.
Eligible Investors (as determined by the fund
and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund’s transfer agent. Eligible Investors must contact the transfer agent by phone or
in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The minimum may be waived for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
10
Schwab
®
International Core Equity Fund
Schwab Dividend Equity
Fund™
Investment objective
The fund seeks current income and capital
appreciation.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.62
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.26
|
Total
annual fund operating expenses
|
0.88
|
This example is
intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of
those time periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses. The expenses would be the same
whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$90
|
$281
|
$487
|
$1,083
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most
recent fiscal year, the fund’s portfolio turnover rate was
73% of the average value of its portfolio.
Principal investment strategies
Under normal circumstances, the fund invests at
least 80% of its net assets in dividend paying common and preferred stocks.
The fund will notify its shareholders at least 60 days before changing this policy. The fund seeks to provide current income from dividends
that are eligible for the reduced tax rate on qualified dividend income. The fund also seeks to provide capital appreciation.
The fund uses a portfolio
optimization process to assist in constructing the portfolio. The portfolio managers seek to use the portfolio optimization process to build a portfolio they believe will provide the optimal balance between risk and expected return, subject to
parameters such as the number of stocks desired in the portfolio, the level of portfolio turnover, industry and sector diversification, and volatility considerations. The portfolio managers seek to assemble a portfolio that provides a higher
dividend yield and maintains volatility similar to that of the fund’s comparative index, the Russell 1000
®
Value Index (the Index).
To aid its stock selection, the fund uses
Schwab Equity Ratings
®
. Schwab Equity Ratings use a scale of “A,” “B,” “C,” “D,” and
“F,” and are assigned to approximately 3,000 of the largest (by market cap) U.S.-traded stocks.
The fund’s initial selection universe
typically consists of the 1,500 largest U.S. publicly-traded companies in terms of market capitalization. These companies tend to be large- to mid-cap companies. From this list, the fund seeks to select stocks that pay dividends and that are rated
“A” or “B” at the time of purchase, but the fund may purchase “C”-rated stocks for purposes of diversification or managing the fund’s volatility relative to the Index, or to manage the liquidity or turnover
of the fund, when doing so is in the fund’s best interest. If a stock held by the fund is downgraded to a rating below “C,” the fund will sell the stock unless the portfolio managers believe it is necessary to continue holding the
stock for purposes of diversification or to help manage the volatility of the fund relative to the Index or to manage the liquidity or turnover of the fund, when doing so is in the fund’s best interest. The portfolio managers will consider the
current market environment and any potential negative impact on the fund in determining when to sell a downgraded stock. In addition, the fund may purchase certain stocks that are not rated by Schwab Equity
Schwab Dividend Equity Fund™
11
Ratings to the extent the
portfolio managers believe the purchases will help to manage the volatility of the fund’s portfolio or provide potential for capital appreciation. For more information on Schwab Equity Ratings please see the “More about Schwab’s
research” section in the prospectus.
In addition to using Schwab Equity Ratings,
the portfolio managers utilize investment data and analytics to help manage the portfolio.
The fund may also invest in other equity
investments, including convertible securities. Convertible securities can be converted into or exchanged for common stocks, preferred stocks or other securities. Convertible securities and preferred stocks provide an opportunity for equity
participation, with the potential for a higher dividend or interest yield and lower price volatility compared to common stock.
The fund may invest in
derivatives, principally futures contracts, primarily to seek returns on the fund’s otherwise uninvested cash assets. A futures contract is a contract to buy or sell a specific financial instrument at a specified price at a specific future
time. By using these instruments, the fund potentially can offset the impact on its performance of keeping some assets in cash. The fund may invest in exchange-traded funds and stocks of real estate investment trusts (REITs). The fund also may lend
portfolio securities to earn additional income. Any income realized through securities lending may help fund performance.
The fund may buy and sell portfolio securities
actively. If it does, its portfolio turnover rate and transaction costs may rise, which may lower fund performance and may increase the likelihood of capital gain distributions.
For temporary defensive purposes during
unusual economic or market conditions or for liquidity purposes, the fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may
not achieve its investment objective.
Principal
risks
The fund is subject to risks,
any of which could cause an investor to lose money. The fund’s principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure successful investment. Securities selected with the assistance of the process
may be negatively impacted by factors or events not foreseen in developing the process. As a result, the fund may have a lower return than if it were managed using another process or strategy.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time.
Investment Style Risk.
The fund primarily invests in dividend paying stocks. As a result, fund performance will correlate with the performance of the dividend paying stock segment of the stock market, and the fund may underperform funds that
do not limit their investments to dividend paying stocks. If stocks held by the fund reduce or stop paying dividends, the fund’s ability to generate income may be affected.
Large- and Mid-Cap Risk.
Both large- and mid-cap stocks tend to go in and out of favor based on market and economic conditions. However, stocks of mid-cap companies tend to be more vulnerable to adverse business or economic events than larger
more established companies. During a period when large- and mid-cap stocks fall behind other types of investments – small-cap stocks, for instance
– the fund’s performance also will lag
those investments.
Convertible Securities Risk.
Convertible securities generally are debt obligations that pay income, but which may convert into common or preferred stock under certain circumstances. The value of a convertible security is influenced by the credit
standing of the issuer, and changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The price of a convertible security will also normally vary in some proportion to changes in
the price of the underlying common stock because of the conversion or exercise feature.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use
of derivatives could reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage
of assets invested in derivatives can have a disproportionately large impact on the fund.
Exchange-Traded Fund (ETF) Risk.
When the fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than
the underlying portfolio of securities.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and
risks related to general or local economic conditions. REITs are also subject to certain additional risks, for example, REITs are dependent upon specialized management skills and cash flows, and may have their investments in relatively few
properties, a small geographic area or a single property type. Failure of a company to qualify as a REIT under federal tax law may have adverse consequences on the fund. In addition, REITs have their own expenses, and the fund will bear a
proportionate share of those expenses.
Liquidity Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a loss.
12
Schwab
Dividend Equity Fund™
Your investment in the fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the
risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
. On October 7, 2009, the Investor Share class and Select Share class were combined into a single class of shares of the fund, and the fund no longer offers multiple classes
of shares. The performance history of the fund, prior to October 7, 2009, is that of the fund’s former Select Shares.
Annual total returns
(%) as of 12/31
Best Quarter:
14.06% Q3 2009
Worst Quarter:
(17.42%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
(3.52%)
|
11.03%
|
6.69%
|
After
taxes on distributions
|
(6.63%)
|
8.92%
|
5.47%
|
After
taxes on distributions and sale of shares
|
0.23%
|
8.67%
|
5.36%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
Russell
1000 Value Index
|
(3.83%)
|
11.27%
|
6.16%
|
|
|
|
|
The after-tax figures reflect the highest individual federal
income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if you hold your fund shares
through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other returns
due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Jonas Svallin, CFA,
Vice President and Head of Active Equity Products, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2012.
Wei Li, Ph.D., CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2013.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors (as
determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund’s transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The minimum may be waived for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab Dividend Equity Fund™
13
Schwab Small-Cap Equity
Fund™
Investment objective
The fund seeks long-term capital growth.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.81
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.28
|
Total
annual fund operating expenses
|
1.09
|
This example is
intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of
those time periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses. The expenses would be the same
whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$111
|
$347
|
$601
|
$1,327
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most
recent fiscal year, the fund’s portfolio turnover rate was
95% of the average value of its portfolio.
Principal investment strategies
Under normal circumstances, the
fund invests at least 80% of its net assets in small-cap equity securities
. The fund will notify its shareholders at least 60 days before changing this policy. Small-cap equity securities generally are securities
with market capitalizations within the universe of the Russell 2000
®
Index at the time of purchase by the fund. The market capitalization range of
the Russell 2000 Index was $177 million to $4.3 billion as of May 29, 2015, and will change as market conditions change. The fund seeks to assemble a portfolio with long-term performance that will exceed that of the Russell 2000 Index.
The fund uses a portfolio
optimization process to assist in constructing the portfolio. The portfolio managers seek to use the portfolio optimization process to build a portfolio they believe will provide the optimal balance between risk and expected return, subject to
parameters such as the number of stocks desired in the portfolio, the level of portfolio turnover, industry and sector diversification, and volatility considerations.
The fund approaches risk
management from the perspective of its comparative index, the Russell 2000 Index (the Index). The Index measures the performance of the 2,000 smallest companies (based on total market capitalization) in the Russell 3000
®
Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index. The portfolio managers seek to keep the
fund’s volatility similar to that of the Index.
To aid its stock selection, the fund uses
Schwab Equity Ratings
®
. Schwab Equity Ratings use a scale of “A,” “B,” “C,” “D,” and
“F,” and are assigned to approximately 3,000 of the largest (by market cap) U.S.-traded stocks.
Generally, the fund seeks to invest in stocks
that are rated “A” or “B” at the time of purchase, but the fund may purchase “C”-rated stocks for purposes of diversification or managing the fund’s volatility relative to the Index, or to manage the
liquidity or turnover of the fund, when doing so is in the fund’s best interest. If a stock held by the fund is downgraded to a rating below “C,” the fund will sell the stock unless the portfolio managers believe it is necessary to
continue holding the stock for purposes of diversification or to help manage the volatility of the fund relative to the Index or to manage the liquidity or turnover of the fund, when doing so is in the fund’s
14
Schwab
Small-Cap Equity Fund™
best interest. The portfolio
managers will consider the current market environment and any potential negative impact on the fund in determining when to sell a downgraded stock. In addition, the fund may purchase certain stocks that are not rated by Schwab Equity Ratings to the
extent the portfolio managers believe the purchases will help to manage the volatility of the fund’s portfolio or provide potential for long-term capital growth. For more information about Schwab Equity Ratings please see the “More about
Schwab’s research” section in the prospectus.
In addition to using Schwab Equity Ratings,
the portfolio managers utilize investment data and analytics to help manage the portfolio.
The fund may invest in derivatives,
principally futures contracts, primarily to seek returns on the fund’s otherwise uninvested cash assets. A futures contract is a contract to buy or sell a specific financial instrument at a specified price at a specific future time. By using
these instruments, the fund potentially can offset the impact on its performance of keeping some assets in cash. The fund may invest in exchange-traded funds and stocks of real estate investment trusts (REITs). The fund also may lend portfolio
securities to earn additional income. Any income realized through securities lending may help fund performance.
The fund may buy and sell portfolio securities
actively. If it does, its portfolio turnover rate and transaction costs may rise, which may lower fund performance and may increase the likelihood of capital gain distributions.
For temporary defensive purposes during
unusual economic or market conditions or for liquidity purposes, the fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may
not achieve its investment objective.
Principal
risks
The fund is subject to risks,
any of which could cause an investor to lose money. The fund’s principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure successful investment. Securities selected with the assistance of the process
may be negatively impacted by factors or events not foreseen in developing the process. As a result, the fund may have a lower return than if it were managed using another process or strategy.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time.
Small-Cap Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks, and their prices may move sharply, especially during market upturns and downturns. Small-cap companies may be more vulnerable to adverse
business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other types of investments – large-cap and mid-cap stocks, for instance
– the
fund’s performance also will lag those investments.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund's use of
derivatives could reduce the fund's performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets
invested in derivatives can have a disproportionately large impact on the fund.
Exchange-Traded Fund (ETF) Risk.
When the fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than
the underlying portfolio of securities.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and
risks related to general or local economic conditions. REITs are also subject to certain additional risks, for example, REITs are dependent upon specialized management skills and cash flows, and may have their investments in relatively few
properties, a small geographic area or a single property type. Failure of a company to qualify as a REIT under federal tax law may have adverse consequences on the fund. In addition, REITs have their own expenses, and the fund will bear a
proportionate share of those expenses.
Liquidity Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a loss.
Your investment in the fund is not a
bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Schwab Small-Cap Equity Fund™
15
Performance
The bar chart below shows how
the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the
risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
. On September 28, 2009, the Investor Share class and Select Share class were combined into a single class of shares of the fund, and the fund no longer offers multiple
classes of shares. The performance history of the fund, prior to September 28, 2009, is that of the fund’s former Select Shares.
Annual total returns
(%) as of 12/31
Best Quarter:
20.56% Q2 2009
Worst Quarter:
(25.80%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
(3.69%)
|
12.34%
|
6.36%
|
After
taxes on distributions
|
(6.74%)
|
9.87%
|
5.08%
|
After
taxes on distributions and sale of shares
|
0.13%
|
9.57%
|
4.99%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
Russell
2000 Index
|
(4.41%)
|
9.19%
|
6.80%
|
The after-tax
figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns
are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of
shares may exceed the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Jonas Svallin, CFA,
Vice President and Head of Active Equity Products, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2012.
Wei Li, Ph.D., CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2013.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors (as
determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund’s transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The minimum may be waived for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
16
Schwab
Small-Cap Equity Fund™
Schwab Hedged Equity
Fund™
Investment objective
The fund seeks long-term capital appreciation
over market cycles with lower volatility than the broad equity market.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
1.05
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
|
Dividend
and stock loan fees on short sales
|
0.49
|
Remainder
of other expenses
|
0.30
|
Total
of other expenses
|
0.79
|
Total
annual fund operating expenses
|
1.84
|
Less
expense reduction
|
(0.02)
|
Total
annual fund operating expenses after expense reduction
1
|
1.82
|
1
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes, certain non-routine expenses, dividends and stock loan fees on short sales) of the fund to 1.33% for so long as the investment adviser serves as
the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees.
|
This example is
intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of
those time periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$182
|
$572
|
$985
|
$2,134
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 146% of the average value of
its portfolio.
Principal investment
strategies
To pursue its investment
objective, the fund establishes long and short positions in equity securities issued by U.S. companies.
Under normal circumstances it will invest at least 80% of its net assets in equity securities issued by U.S.
companies; typically, the actual percentage will be higher. The fund will notify its shareholders at least 60 days before changing this policy. The fund typically purchases or sells short stocks of companies that have market capitalizations of $1
billion or more at the time the stock is purchased or sold short.
The fund uses a portfolio
optimization process to assist in constructing the portfolio. The portfolio managers seek to use the portfolio optimization process to build a portfolio they believe will provide the optimal balance between risk and expected return, subject to
parameters such as the number of stocks desired in the portfolio, the level of portfolio turnover, industry and sector diversification, and volatility considerations. The fund approaches risk management from the perspective of its comparative index,
the S&P 500
®
Index (the Index). The portfolio managers seek to keep the fund’s volatility lower than that of the Index.
To aid its stock selection, the fund uses
Schwab Equity Ratings
®
. Schwab Equity Ratings use a scale of “A,” “B,” “C,” “D,” and
“F,” and are assigned to approximately 3,000 of the largest (by market cap) U.S.-traded stocks.
In general, the fund selects its long
positions from stocks that are rated “A” or “B” at the time of purchase and selects its short
Schwab Hedged Equity Fund™
17
positions from stocks that are
rated “D” or “F” at the time of purchase. The fund may purchase or sell short a “C”-rated stock for purposes of diversification or managing the fund’s volatility relative to the Index, or to manage the
liquidity or turnover of the fund, when doing so is in the fund’s best interest. In addition, the fund may purchase certain stocks that are not rated by Schwab Equity Ratings to the extent the portfolio managers believe the purchases will help
to manage the volatility of the fund’s portfolio or provide potential for long-term capital appreciation. The portfolio managers will consider the current market environment and any potential negative impact on the fund in determining when to
sell a downgraded long position or close out an upgraded short position. For more information about Schwab Equity Ratings please see the “More about Schwab’s research” section in the prospectus.
In addition to using Schwab Equity Ratings,
the portfolio managers utilize investment data and analytics to help manage the portfolio.
When the fund takes a long position, it
purchases a stock outright. When the fund takes a short position, it sells a stock that it has borrowed. To complete, or close out, the short sale transaction, the fund buys the same stock in the market and returns it to the lender. The fund makes
money if the market price of the stock goes down after the short sale. Conversely, if the price of the stock goes up after the short sale, the fund will lose money because it will have to pay more to replace the borrowed stock than it received when
it sold the stock short. Short positions may be used to hedge against the volatility of the long portion of the overall portfolio and/or to garner returns from declines in securities prices.
The fund also may invest in
derivatives, principally futures contracts, primarily to seek returns on the fund’s otherwise uninvested cash assets. A futures contract is a contract to buy or sell a specific financial instrument at a specified price at a specific future
time. The fund may invest in exchange-traded funds and stocks of real estate investment trusts (REITs).
The fund may buy and sell portfolio securities
actively. If it does, its portfolio turnover rate and transaction costs may rise, which may lower fund performance and may increase the likelihood of capital gain distributions.
For temporary defensive purposes during
unusual economic or market conditions or for liquidity purposes, the fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may
not achieve its investment objective.
Principal
risks
The fund is subject to risks,
any of which could cause an investor to lose money. The fund’s principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure
successful investment. Securities selected with the assistance
of the process may be negatively impacted by factors or events not foreseen in developing the process. As a result, the fund may have a lower return than if it were managed using another process or strategy.
Investment Style Risk.
The fund’s long positions could decline in value at the same time that the value of the stocks sold short increase, thereby increasing the fund’s overall potential for loss. The fund’s short sales may
result in a loss if the prices of the borrowed securities rise and it costs more to replace the borrowed securities. In contrast to the fund’s long positions, the potential loss on the fund’s short positions is unlimited. In addition,
the lender of the borrowed securities may require the fund to return the securities on short notice, which may require the fund to purchase the borrowed securities at an unfavorable price, and could result in a loss to the fund.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time. The fund’s use of short selling may reduce the risk of general equity market volatility but cannot completely eliminate the risk.
Large- and Mid-Cap Risk.
Both large- and mid-cap stocks tend to go in and out of favor based on market and economic conditions. However, stocks of mid-cap companies tend to be more vulnerable to adverse business or economic events than larger
more established companies. During a period when large- and mid-cap U.S. stocks fall behind other types of investments – small-cap stocks, for instance
– the fund’s performance also will lag
those investments.
Short
Sales Risk.
Short sales are transactions in which the fund sells a security it does not own. To complete a short sale, the fund must borrow the security to deliver to the buyer. The fund is then obligated to replace
the borrowed security by purchasing the security at the market price at the time of replacement. This price may be more or less than the price at which the security was sold by the fund and the fund will incur a loss if the price of the security
sold short increases between the time of the short sale and the time the fund replaces the borrowed security.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use
of derivatives could reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage
of assets invested in derivatives can have a disproportionately large impact on the fund.
Exchange-Traded Fund (ETF) Risk.
When the fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than
the underlying portfolio of securities.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and
risks related to
18
Schwab
Hedged Equity Fund™
general or local economic conditions. REITs are also subject to
certain additional risks, for example, REITs are dependent upon specialized management skills and cash flows, and may have their investments in relatively few properties, a small geographic area or a single property type. Failure of a company to
qualify as a REIT under federal tax law may have adverse consequences on the fund. In addition, REITs have their own expenses, and the fund will bear a proportionate share of those expenses.
Liquidity Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a loss.
Your investment in the fund is not a
bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the
risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
. On September 28, 2009, the Investor Share class and Select Share class were combined into a single class of shares of the fund, and the fund no longer offers multiple
classes of shares. The performance history of the fund, prior to September 28, 2009, is that of the fund’s former Select Shares.
Annual total returns
(%) as of 12/31
Best Quarter:
11.38% Q3 2009
Worst Quarter:
(12.23%) Q3 2011
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
(0.39%)
|
6.76%
|
3.96%
|
After
taxes on distributions
|
(2.86%)
|
5.18%
|
3.16%
|
After
taxes on distributions and sale of shares
|
1.71%
|
5.26%
|
3.11%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
S&P
500 Index
|
1.38%
|
12.57%
|
7.31%
|
The
after-tax figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of
state and local taxes. Your
actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other
tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Jonas Svallin, CFA,
Vice President and Head of Active Equity Products, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2012.
Wei Li, Ph.D., CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2013.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors (as
determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund’s transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The minimum may be waived for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Schwab Hedged Equity Fund™
19
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
20
Schwab Hedged Equity Fund™
Schwab Financial Services
Fund™
Investment objective
The fund seeks long-term capital growth.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.54
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.39
|
Total
annual fund operating expenses
|
0.93
|
This example is
intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of
those time periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses. The expenses would be the same
whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$95
|
$296
|
$514
|
$1,142
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most
recent fiscal year, the fund’s portfolio turnover rate was
53% of the average value of its portfolio.
Principal investment strategies
To pursue its goal, the fund primarily invests
in equity securities issued by companies in the financial services sector.
The financial services sector may include, for example, asset management firms, brokerage companies, commercial banks, financial services
firms, insurance companies, real estate investment trusts (REITs), and savings and loan associations. It is the fund’s policy that under normal circumstances it will invest at least 80% of its net assets in these securities; typically, the
actual percentage will be higher. The fund will notify its shareholders at least 60 days before changing this policy. The fund will concentrate its investments in securities of companies in the financial services sector. The fund generally invests
in U.S. companies and may invest in companies of all sizes.
The fund uses a portfolio
optimization process to assist in constructing the portfolio. The portfolio managers seek to use the portfolio optimization process to build a portfolio they believe will provide the optimal balance between risk and expected return, subject to
parameters such as the number of stocks desired in the portfolio, the level of portfolio turnover, industry diversification, and volatility considerations. The fund approaches risk management from the perspective of its comparative index, the
S&P 1500 SuperComposite Financial Sector Index (the Index). The portfolio managers seek to keep the fund’s volatility similar to that of the Index.
To aid its stock selection, the fund uses
Schwab Equity Ratings
®
. Schwab Equity Ratings use a scale of “A,” “B,” “C,” “D,” and
“F,” and are assigned to approximately 3,000 of the largest (by market cap) U.S.-traded stocks.
Generally, the fund seeks to invest in stocks
that are rated “A” or “B” at the time of purchase, but the fund may purchase “C”-rated stocks for purposes of broadening exposure among industries represented in the portfolio or managing the fund’s
volatility relative to the Index, or to manage the liquidity or turnover of the fund, when doing so is in the fund’s best interest. If a stock held by the fund is downgraded to a rating below “C”, the fund will sell the stock
unless the portfolio managers believe it is necessary to continue holding the stock for purposes of maintaining industry exposure or to help manage the volatility of the fund relative to the Index or to manage the liquidity or turnover of the fund,
when doing so is in the fund’s
Schwab Financial Services Fund™
21
best interest. The portfolio
managers will consider the current market environment and any potential negative impact on the fund in determining when to sell a downgraded stock. In addition, the fund may purchase certain stocks that are not rated by Schwab Equity Ratings to the
extent the portfolio managers believe the purchases will help to manage the volatility of the fund’s portfolio or provide potential for long-term capital growth. For more information about Schwab Equity Ratings please see the “More about
Schwab’s research” section in the prospectus.
In addition to using Schwab Equity Ratings,
the portfolio managers utilize investment data and analytics to help manage the portfolio.
The fund may invest in derivatives,
principally futures contracts, primarily to seek returns on the fund’s otherwise uninvested cash assets. A futures contract is a contract to buy or sell a specific financial instrument at a specified price at a specific future time. By using
these instruments, the fund potentially can offset the impact on its performance of keeping some assets in cash. The fund may invest in exchange-traded funds and stocks of REITs. The fund also may lend portfolio securities to earn additional income.
Any income realized through securities lending may help fund performance.
The fund may buy and sell portfolio securities
actively. If it does, its portfolio turnover rate and transaction costs may rise, which may lower fund performance and may increase the likelihood of capital gain distributions.
For temporary defensive purposes during
unusual economic or market conditions or for liquidity purposes, the fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may
not achieve its investment objective.
Principal
risks
The fund is subject to risks,
any of which could cause an investor to lose money. The fund’s principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure successful investment. Securities selected with the assistance of the process
may be negatively impacted by factors or events not foreseen in developing the process. As a result, the fund may have a lower return than if it were managed using another process or strategy.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time.
Concentration Risk.
Because the fund’s investments are concentrated in issuers doing business in the same sector, the companies in which the fund invests will be affected by many of the same factors, such as legislative or regulatory
changes, intense competition for market share and other competitive challenges. In addition, stocks of financial services companies may underperform other segments of the equity market or stock market as a whole and are likely to have above-average
volatility.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use
of derivatives could reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage
of assets invested in derivatives can have a disproportionately large impact on the fund.
Exchange-Traded Fund (ETF) Risk.
When the fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than
the underlying portfolio of securities.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and
risks related to general or local economic conditions. REITs are also subject to certain additional risks, for example, REITs are dependent upon specialized management skills and cash flows, and may have their investments in relatively few
properties, a small geographic area or a single property type. Failure of a company to qualify as a REIT under federal tax law may have adverse consequences on the fund. In addition, REITs have their own expenses, and the fund will bear a
proportionate share of those expenses.
Liquidity Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a loss.
Your investment in the fund is not a
bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of two indices. This information provides some indication of the
risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
22
Schwab
Financial Services Fund™
Annual total returns
(%) as of 12/31
Best Quarter:
23.32% Q3 2009
Worst Quarter:
(30.13%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
(1.94%)
|
9.40%
|
2.11%
|
After
taxes on distributions
|
(2.21%)
|
9.21%
|
1.92%
|
After
taxes on distributions and sale of shares
|
(0.90%)
|
7.44%
|
1.66%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
|
S&P
1500 SuperComposite Financials Sector Index
|
(0.72%)
|
10.57%
|
0.01%
|
S&P
500 Index
|
1.38%
|
12.57%
|
7.31%
|
The after-tax
figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns
are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of
shares may exceed the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Jonas Svallin, CFA,
Vice President and Head of Active Equity Products, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2012.
Wei Li, Ph.D., CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2013.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial
intermediary, you must follow Schwab’s or the other
financial intermediary’s transaction procedures.
Eligible Investors (as
determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund’s transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The minimum may be waived for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab Financial Services Fund™
23
Investment objective
The fund seeks long-term capital growth.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.52
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.27
|
Total
annual fund operating expenses
|
0.79
|
This example is
intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of
those time periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses. The expenses would be the same
whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$81
|
$252
|
$439
|
$977
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most
recent fiscal year, the fund’s portfolio turnover rate was
75% of the average value of its portfolio.
Principal investment strategies
To pursue its goal, the fund
primarily invests in equity securities issued by companies in the health care sector.
The health care sector may include, for example, pharmaceutical and biotechnology companies, health care facilities operations,
medical product manufacturers and suppliers, medical providers and medical services firms. It is the fund’s policy that under normal circumstances it will invest at least 80% of its net assets in these securities; typically, the actual
percentage will be higher. The fund will notify its shareholders at least 60 days before changing this policy. The fund will concentrate its investments in securities of companies in the health care sector.
The fund primarily invests in U.S. companies,
but may invest up to 25% of its net assets in the stocks of publicly traded companies located in countries other than the United States. The fund’s international investments will primarily be in stocks issued by companies located in developed
countries; however, it may also invest in stocks issued by companies located in emerging markets. Developed countries include, but are not limited to, Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy,
Japan, Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The fund considers any country that is not a developed country to be an emerging market country. The fund generally does not intend to hedge its
exposure to foreign currencies. The fund may invest in companies of all sizes.
The fund uses a portfolio optimization process
to assist in constructing the portfolio. The portfolio managers seek to use the portfolio optimization process to build a portfolio they believe will provide the optimal balance between risk and expected return, subject to parameters such as the
number of stocks desired in the portfolio, the level of portfolio turnover, industry diversification, and volatility considerations.
To aid its U.S. stock
selection, the fund uses Schwab Equity Ratings
®
. Schwab Equity Ratings use a scale of “A,” “B,” “C,”
“D,” and “F,” and are assigned to approximately 3,000 of the largest (by market cap) U.S.-traded stocks. To aid its international stock selection, the fund uses Charles Schwab and Co., Inc.’s (Schwab)
24
Schwab
Health Care Fund™
proprietary international
stock research. This research ranks stocks of foreign companies headquartered and trading in certain foreign countries.
Generally, the fund seeks to invest in stocks
that are rated “A” or “B” at the time of purchase or that are highly rated by Schwab’s proprietary international stock research, but the fund may purchase “C”-rated stocks or the international research
equivalent for purposes of broadening exposure among industries represented in the portfolio or managing the fund’s volatility relative to the fund’s comparative index, or to manage the liquidity or turnover of the fund, when doing so is
in the fund’s best interest. If a stock held by the fund is downgraded to a rating below “C” or the international research equivalent, the fund will sell the stock, unless the portfolio managers believe it is necessary to continue
holding the stock for purposes of maintaining industry exposure or to help manage the volatility of the fund relative to the index, or to manage the liquidity or turnover of the fund, when doing so is in the fund’s best interest. The portfolio
managers will consider the current market environment and any potential negative impact on the fund in determining when to sell a downgraded stock. The fund may also purchase U.S. stocks that are not rated by Schwab Equity Ratings or, for
international stocks, stocks that are not ranked by Schwab’s research, to the extent the portfolio managers believe the purchases will help to manage the volatility of the fund’s portfolio or provide potential for long-term capital
growth. For more information on Schwab Equity Ratings and Schwab’s proprietary international stock research please see the “More about Schwab’s research” section in the prospectus.
In addition to using Schwab Equity Ratings and
Schwab’s proprietary international stock research, the portfolio managers utilize investment data and analytics to help manage the portfolio.
The fund may invest in derivatives,
principally futures contracts, primarily to seek returns on the fund’s otherwise uninvested cash assets. A futures contract is a contract to buy or sell a specific financial instrument at a specified price at a specific future time. By using
these instruments, the fund potentially can offset the impact on its performance of keeping some assets in cash. The fund may invest in exchange-traded funds and stocks of real estate investment trusts (REITs). The fund also may lend portfolio
securities to earn additional income. Any income realized through securities lending may help fund performance.
The fund may buy and sell portfolio securities
actively. If it does, its portfolio turnover rate and transaction costs may rise, which may lower fund performance and may increase the likelihood of capital gain distributions.
For temporary defensive purposes during
unusual economic or market conditions or for liquidity purposes, the fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may
not achieve its investment objective.
Principal
risks
The fund is subject to risks,
any of which could cause an investor to lose money. The fund’s principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of
your investment in the fund will fluctuate, which means that you
could lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure successful investment. Securities selected with the assistance of the process
may be negatively impacted by factors or events not foreseen in developing the process. As a result, the fund may have a lower return than if it were managed using another process or strategy.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time.
Concentration Risk.
Because the fund’s investments are concentrated in issuers doing business in the same sector, the companies in which the fund invests will be affected by many of the same factors, such as legislative or regulatory
changes, intense competition for market share and other competitive challenges. In addition, stocks of health care companies may underperform other segments of the equity market or stock market as a whole and are likely to have above-average
volatility.
Foreign Investment
Risk.
The fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of U.S. issuers. These include risks of adverse
changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other
government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs.
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries often have less uniformity in accounting and
reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result,
there will tend to be an increased risk of price volatility associated with the fund’s investments in emerging market countries and, at times, it may be difficult to value such investments.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use
of derivatives could reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the intial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of
assets invested in derivatives can have a disproportionately large impact on the fund.
Schwab Health Care Fund™
25
Exchange-Traded Fund (ETF) Risk.
When the fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than
the underlying portfolio of securities.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate, including fluctuations in the value of underlying properties, defaults by borrowers or tenants, changes in interest rates and
risks related to general or local economic conditions. REITs are also subject to certain additional risks, for example, REITs are dependent upon specialized management skills and cash flows, and may have their investments in relatively few
properties, a small geographic area or a single property type. Failure of a company to qualify as a REIT under federal tax law may have adverse consequences on the fund. In addition, REITs have their own expenses, and the fund will bear a
proportionate share of those expenses.
Liquidity Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a loss.
Your investment in the fund is not a
bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of two indices. This information provides some indication of the
risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Annual total returns
(%) as of 12/31
Best Quarter:
16.01% Q1 2013
Worst Quarter:
(14.55%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
8.42%
|
19.64%
|
10.61%
|
After
taxes on distributions
|
3.86%
|
16.71%
|
9.17%
|
After
taxes on distributions and sale of shares
|
6.82%
|
15.42%
|
8.48%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
|
Dow
Jones Global Health Care Index
|
7.23%
|
17.14%
|
9.90%
|
S&P
500 Index
|
1.38%
|
12.57%
|
7.31%
|
The after-tax
figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns
are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of
shares may exceed the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Jonas Svallin, CFA,
Vice President and Head of Active Equity Products, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2012.
Wei Li, Ph.D., CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2013.
Iain Clayton, CFA, FRM,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2015.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors (as
determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund’s transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
26
Schwab
Health Care Fund™
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The minimum may be waived for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab Health
Care Fund™
27
There can be no assurance that
the funds will achieve their objectives. Except as explicitly described otherwise, the strategies and policies of each fund may be changed without shareholder approval.
The principal investment strategies and the
main risks associated with investing in each fund are summarized in the fund summaries at the front of this prospectus. This section takes a more detailed look at some of the types of securities, the associated risks, and the various investment
strategies that may be used in day-to-day portfolio management of the funds, as described below. In addition to the particular types of securities and strategies that are described in this prospectus, each fund may use strategies that are not
described herein in support of its overall investment goal. These additional strategies and the risks associated with them are described in the “Investment strategies, securities and risks” section in the Statement of Additional
Information (SAI).
Investment
objectives and more about principal risks
Schwab
Large-Cap Growth Fund
Investment objective
The fund seeks long-term capital growth.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future and, if market dynamics change, the effectiveness of the strategy may be limited. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure
successful investment. Securities selected with the assistance of the process may be negatively impacted by factors or events not foreseen in developing the process. As a result, the fund may have a lower return than if it were managed using another
process or strategy. These risks may cause the fund to underperform its comparative index or other funds with a similar investment objective. The fund may invest in stocks that have not received Schwab Equity Ratings, and these stocks may
underperform the fund’s stocks that receive Schwab Equity Ratings.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles, which may cause stock
prices to fall over short or extended periods of time.
Growth Investing Risk.
The fund pursues a “growth style” of investing. Growth investing focuses on a company’s prospects for growth of revenue and earnings. If a company’s earnings or revenues fall short of
expectations, its stock price may fall dramatically. Growth stocks also can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of stocks. Since growth companies usually invest a high
portion of earnings in their businesses, they may lack the dividends of value stocks that can cushion stock prices in a falling market. Growth stocks may also be more expensive relative to their earnings or assets compared to value or other
stocks.
Derivatives Risk.
The principal type of derivative used by the fund is a futures contract. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The use of derivatives, subject to
regulation by the Commodity Futures Trading Commission (CFTC), could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC rules.
The fund’s use of
derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as liquidity risk and management risk, are
discussed elsewhere in this section. The fund’s use of derivatives is also subject to lack of availability risk, credit risk, leverage risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable
derivative transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty to a derivatives transaction may not fulfill its obligations. Leverage risk is the risk that a
small percentage of assets invested in derivatives can have a disproportionately large impact on the fund. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of
the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gain. The fund’s use of derivatives could
reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested.
ETF Risk.
When
the fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a proportionate share of the ETF’s expenses. Therefore, it may be more costly to own an ETF than to own the underlying
securities directly.
In addition, while the risks of
owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in the market for an ETF's shares can result in its value being more volatile than the underlying portfolio of
securities.
Securities Lending
Risk.
The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund
lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights
in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay
lending fees to a party arranging the loan.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate. Risks commonly associated with the direct ownership of real estate include fluctuations in the
value of underlying properties, defaults by borrowers or tenants, access to capital, increases in property taxes and operating expenses, changes in zoning laws, overbuilding, extended vacancies of properties, changes in interest rates and risks
related to general or local economic conditions. In addition to the risks associated with investing in securities of real estate companies and real estate related companies, REITs are subject to certain additional risks. Equity REITs may be affected
by changes in the value of the underlying properties owned by the trusts, and mortgage REITs may be affected by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and may have their investments in
relatively few properties, or in a small geographic area or a single property type. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax free
pass-through of income under the Internal Revenue Code of 1986, as amended (Internal Revenue Code), or to maintain their exemptions from registration under the Investment Company Act of 1940, as amended (the 1940 Act). The failure of a company to
qualify as a REIT under federal tax law may have adverse consequences to the fund. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a
borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, REITs have their own expenses, and the fund will bear a
proportionate share of those expenses. Additionally, dividends paid by REITs are taxed as ordinary income and generally do not qualify for the preferential rate applicable to qualified dividend income.
Liquidity
Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during
stressed
market conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due
to limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of
exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large
shareholder redemptions may impact the ability of the fund to meet redemption requests within the required time period. In order to meet such redemption requests, the fund may be forced to sell securities at inopportune times or prices.
Schwab Core Equity Fund
Investment objective
The fund seeks long-term capital growth.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future and, if market dynamics change, the effectiveness of the strategy may be limited. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure
successful investment. Securities selected with the assistance of the process may be negatively impacted by factors or events not foreseen in developing the process. As a result, the fund may have a lower return than if it were managed using another
process or strategy. These risks may cause the fund to underperform its comparative index or other funds with a similar investment objective. The fund may invest in stocks that have not received Schwab Equity Ratings, and these stocks may
underperform the fund’s stocks that receive Schwab Equity Ratings.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles, which may cause stock
prices to fall over short or extended periods of time.
Large- and Mid-Cap Risk.
Many of the risks of this fund are associated with its investment in the large- and mid-cap segments of the U.S. stock market. Both large- and mid-cap stocks tend to go in and out of favor based on market and economic
conditions. However, stocks of mid-cap companies tend to be more volatile than those of large-cap companies because mid-cap companies tend to be more susceptible to adverse business or economic events than larger more established companies. During a
period when large- and mid-cap U.S. stocks fall behind other types of investments – small-cap stocks, for instance
– the fund’s performance also will lag those investments.
Derivatives Risk.
The principal type of derivative used by the fund is a futures contract. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The use of derivatives, subject to
regulation by the CFTC, could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC rules.
The fund’s use of
derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as liquidity risk and management risk, are
discussed elsewhere in this section. The fund’s use of derivatives is also subject to lack of availability risk, credit risk, leverage risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable
derivative transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty to a derivatives transaction may not fulfill its obligations. Leverage risk is the risk that a
small percentage of assets invested in derivatives can have a disproportionately large impact on the fund. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of
the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gain. The fund’s use of derivatives could
reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested.
ETF Risk.
When
the fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a proportionate share of the ETF’s expenses. Therefore, it may be more costly to own an ETF than to own the underlying
securities directly. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in the market for an ETF’s shares can result in its
value being more volatile than the underlying portfolio of securities.
Securities Lending Risk.
The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund lends
portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in
the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay
lending fees to a party arranging the loan.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate. Risks commonly associated with the direct ownership of real estate include fluctuations in the value of underlying properties,
defaults by borrowers or tenants, access to capital, increases in property taxes and operating expenses, changes in zoning laws, overbuilding, extended vacancies of properties, changes in interest rates and risks related to general or local economic
conditions. In addition to the risks associated with investing in securities of real estate companies and real estate related companies, REITs are subject to certain additional risks. Equity REITs may be affected by changes in the value of the
underlying properties owned by the trusts, and mortgage REITs may be affected by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and may have their investments in relatively few properties, or in a
small geographic area or a single property type. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax free pass-through of income under the
Internal Revenue Code, or to maintain their exemptions from registration under the 1940 Act. The failure of a company to qualify as a REIT under federal tax law may have adverse consequences to the fund. The above factors may also adversely affect a
borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs
associated with protecting its investments. In addition, REITs have their own expenses, and the fund will bear a proportionate share of those expenses. Additionally, dividends paid by REITs are taxed as ordinary income and generally do not qualify
for the preferential rate applicable to qualified dividend income.
Liquidity Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during
stressed market
conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to
limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of
exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large
shareholder redemptions may impact the ability of the fund to meet redemption requests within the required time period. In order to meet such redemption requests, the fund may be forced to sell securities at inopportune times or prices.
Schwab International Core Equity Fund
Investment objective
The fund seeks long-term capital growth.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future and, if market dynamics change, the effectiveness of the strategy may be limited. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure
successful investment. Securities selected with the assistance of the process may be negatively impacted by factors or events not foreseen in developing the process. As a result, the fund may have a lower return than if it were managed using another
process or strategy. These risks may cause the fund to underperform its comparative index or other funds with a similar investment objective. The fund may invest in stocks that have not received a rating from Schwab’s proprietary international
stock research, and these stocks may underperform the fund’s stocks that receive a rating from Schwab’s proprietary international stock research.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles, which may cause stock
prices to fall over short or extended periods of time.
Large- and Mid-Cap Risk.
Many of the risks of this fund are associated with its investment in the large- and mid-cap segments of the U.S. stock market. Both large- and mid-cap stocks tend to go in and out of favor based on market and economic
conditions. However, stocks of mid-cap companies tend to be more volatile than those of large-cap companies because mid-cap companies tend to be more susceptible to adverse business or economic events than larger more established companies. During a
period when large- and mid-cap U.S. stocks fall behind other types of investments – small-cap stocks, for instance
– the fund’s performance also will lag those investments.
Small-Cap
Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements and
may move sharply, especially during market upturns and downturns. Small-cap companies themselves may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind
other types of investments – large-cap and mid-cap stocks, for instance
– the fund’s performance also will lag those investments.
Foreign Investment Risk.
The fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in
foreign economic, political, regulatory and other conditions; or changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); differing accounting, auditing, financial reporting and
legal standards and practices; differing securities market structures; and higher transaction costs. In certain countries, legal remedies available to investors may be more limited than those available with respect to investments in the United
States. The securities of some foreign companies may be less liquid and, at times, more volatile than securities of comparable U.S. companies. The fund may also experience more rapid or extreme changes in value as compared to a fund that invests
solely in securities of U.S. companies because the securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. In addition, the fund’s investments in foreign
securities may be subject to economic sanctions or other government restrictions. These risks may negatively impact the value or liquidity of the fund’s investments, and could impair the fund’s ability to meet its investment objective or
invest in accordance with its investment strategy. There also is the risk that the cost of buying, selling, and holding foreign securities, including brokerage, tax, and custody costs, may be higher than those involved in domestic transactions. To
the extent that a fund invests a significant portion of its assets in any one country, the fund will be subject to a greater risk of loss or volatility than if the fund always maintained wide geographic diversity among the countries in which it
invests. Investing in any one country makes the fund more vulnerable to the risks of adverse securities markets, exchange rates and social, political, regulatory and economic events in that one country. These risks may be heightened in connection
with investments in emerging markets.
Emerging Market Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in
accounting and reporting requirements, unreliable securities valuation and greater risk associated with the custody of securities. It is sometimes difficult to obtain and enforce court judgments in such countries. There is often a greater potential
for nationalization, expropriation, confiscatory taxation, government regulation, social instability or diplomatic developments (including war), which could adversely affect the economies of emerging market countries or investments in the securities
of issuers located in such countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there will tend to
be an increased risk of price volatility associated with the
fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar and, at times, it may be difficult to value such investments.
Currency Risk.
As a result of the fund’s investments in securities denominated in,
and/or receiving revenues in,
foreign currencies,
the fund will be subject to currency risk.
This is the risk that those currencies will decline in value relative to the U.S.
dollar, or,
in the case of hedging positions, that the U.S.
dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the fund would be adversely affected.
Currency exchange rates may fluctuate in response to factors extrinsic to that country’s economy, which makes the forecasting of currency market movements difficult. Currency rates in foreign countries may fluctuate significantly over short
periods of time for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by governments, central banks or supranational entities such as the International Monetary Fund (IMF), or by the imposition of
currency controls or other political developments in the
United States
or abroad. These can result in losses to the fund if it is unable to deliver or receive currency
or monies in settlement of obligations and could also cause hedges it has entered into to be rendered useless,
resulting in full currency exposure as well as incurring transactions costs.
Derivatives Risk.
The principal type of derivative used by the fund is a futures contract. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The use of derivatives, subject to
regulation by the CFTC, could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC rules.
The fund’s use of
derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as liquidity risk and management risk, are
discussed elsewhere in this section. The fund’s use of derivatives is also subject to lack of availability risk, credit risk, leverage risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable
derivative transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty to a derivatives transaction may not fulfill its obligations. Leverage risk is the risk that a
small percentage of assets invested in derivatives can have a disproportionately large impact on the fund. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of
the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gain. The fund’s use of derivatives could
reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested.
ETF Risk.
When
the fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a proportionate share of the ETF’s expenses. Therefore, it may be more costly to own an ETF than to own the underlying
securities directly. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in the market for an ETF’s shares can result in its
value being more volatile than the underlying portfolio of securities.
Securities Lending Risk.
The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund lends
portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in
the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay
lending fees to a party arranging the loan.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate. Risks commonly associated with the direct ownership of real estate include fluctuations in the value of underlying properties,
defaults by borrowers or tenants, access to capital, increases in property taxes and operating expenses, changes in zoning laws, overbuilding, extended vacancies of properties, changes in interest rates and risks related to general or local economic
conditions. In addition to the risks associated with investing in securities of real estate companies and real estate related companies, REITs are subject to certain additional risks. Equity REITs may be affected by changes in the value of the
underlying properties owned by the trusts, and mortgage REITs may be affected by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and may have their investments in relatively few properties, or in a
small geographic area or a single property type. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax free pass-through of income under the
Internal Revenue Code, or to maintain their exemptions from registration under the 1940 Act. The failure of a company to qualify as a REIT under federal tax law may have adverse consequences to the fund. The above factors may also adversely affect a
borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs
associated with protecting its investments. In addition, REITs have their own expenses, and the fund will bear a proportionate share of those expenses. Additionally, dividends paid by REITs are taxed as ordinary income and generally do not qualify
for the preferential rate applicable to qualified dividend income.
Liquidity Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during
stressed market
conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to
limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline
in value, experience lower
returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity
risk also includes the risk that market conditions or large shareholder redemptions may impact the ability of the fund to meet redemption requests within the required time period. In order to meet such redemption requests, the fund may be forced to
sell securities at inopportune times or prices.
Schwab Dividend Equity Fund
Investment objective
The fund seeks current income and capital
appreciation.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future and, if market dynamics change, the effectiveness of the strategy may be limited. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure
successful investment. Securities selected with the assistance of the process may be negatively impacted by factors or events not foreseen in developing the process. As a result, the fund may have a lower return than if it were managed using another
process or strategy. These risks may cause the fund to underperform its comparative index or other funds with a similar investment objective. The fund may invest in stocks that have not received Schwab Equity Ratings, and these stocks may
underperform the fund’s stocks that receive Schwab Equity Ratings.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles, which may cause stock
prices to fall over short or extended periods of time.
Investment Style Risk.
In accordance with its income objective, the fund primarily invests in dividend paying stocks. As a result, fund performance will correlate directly with the performance of the dividend paying stock segment of the stock
market. This may cause the fund to underperform funds that do not limit their investments to dividend paying stocks. In addition, if stocks held by the fund reduce or stop paying dividends, the fund’s ability to generate income may be
affected.
Large- and Mid-Cap Risk.
Many of the risks of this fund are associated with its investment in the large- and mid-cap segments of the U.S. stock market. Both large- and mid-cap stocks tend to go in and out of favor based on market and economic
conditions. However, stocks of mid-cap companies tend to be more volatile than those of large-cap companies because mid-cap companies tend to be more susceptible to adverse business or economic events than larger more established companies. During a
period when large- and mid-cap U.S. stocks fall behind other types of investments – small-cap stocks, for instance
– the fund’s performance also will lag those investments.
Convertible Securities Risk.
A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exercised for a prescribed amount of common stock at a specified time and price. Convertible securities
provide an opportunity for equity participation, with the potential for a higher dividend or interest yield and lower price volatility compared to common stock. The value of a convertible security is influenced by the credit standing of the issuer
and changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The price of a convertible security will also normally vary in some proportion to changes in the price of the
underlying common stock because of the conversion or exercise feature.
Derivatives Risk.
The principal type of derivative used by the fund is a futures contract. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The use of derivatives, subject to
regulation by the CFTC, could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC rules.
The fund’s use of
derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as liquidity risk and management risk, are
discussed elsewhere in this section. The fund’s use of derivatives is also subject to lack of availability risk, credit risk, leverage risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable
derivative transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty to a derivatives transaction may not fulfill its obligations. Leverage risk is the risk that a
small percentage of assets invested in derivatives can have a disproportionately large impact on the fund. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of
the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gain. The fund’s use of derivatives could
reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested.
ETF Risk.
When
the fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a proportionate share of the ETF’s expenses. Therefore, it may be more costly to own an ETF than to own the underlying
securities directly.
In addition, while the risks of
owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio
of securities.
Securities Lending
Risk.
The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund
lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights
in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay
lending fees to a party arranging the loan.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate. Risks commonly associated with the direct ownership of real estate include fluctuations in the value of underlying properties,
defaults by borrowers or tenants, access to capital, increases in property taxes and operating expenses, changes in zoning laws, overbuilding, extended vacancies of properties, changes in interest rates and risks related to general or local economic
conditions. In addition to the risks associated with investing in securities of real estate companies and real estate related companies, REITs are subject to certain additional risks. Equity REITs may be affected by changes in the value of the
underlying properties owned by the trusts, and mortgage REITs may be affected by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and may have their investments in relatively few properties, or in a
small geographic area or a single property type. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax free pass-through of income under the
Internal Revenue Code, or to maintain their exemptions from registration under the 1940 Act. The failure of a company to qualify as a REIT under federal tax law may have adverse consequences to the fund. The above factors may also adversely affect a
borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs
associated with protecting its investments. In addition, REITs have their own expenses, and the fund will bear a proportionate share of those expenses. Additionally, dividends paid by REITs are taxed as ordinary income and generally do not qualify
for the preferential rate applicable to qualified dividend income.
Liquidity Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during
stressed market
conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to
limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of
exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large
shareholder redemptions may impact the ability of the fund to meet redemption requests within the required time period. In order to meet such redemption requests, the fund may be forced to sell securities at inopportune times or prices.
Schwab Small-Cap Equity Fund
Investment objective
The fund seeks long-term capital growth.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future and, if market dynamics change, the effectiveness of the strategy may be limited. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure
successful investment. Securities selected with the assistance of the process may be negatively impacted by factors or events not foreseen in developing the process. As a result, the fund may have a lower return than if it were managed using another
process or strategy. These risks may cause the fund to underperform its comparative index or other funds with a similar investment objective. The fund may invest in stocks that have not received Schwab Equity Ratings, and these stocks may
underperform the fund’s stocks that receive Schwab Equity Ratings.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles, which may cause stock
prices to fall over short or extended periods of time.
Small-Cap
Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements and
may move sharply, especially during market upturns
and downturns. Small-cap
companies themselves may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other types of investments – large-cap and mid-cap stocks, for
instance – the fund’s performance also will lag those investments.
Derivatives Risk.
The principal type of derivative used by the fund is a futures contract. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The use of derivatives, subject to
regulation by the CFTC, could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC rules.
The fund’s use of
derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as liquidity risk and management risk, are
discussed elsewhere in this section. The fund’s use of derivatives is also subject to lack of availability risk, credit risk, leverage risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable
derivative transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty to a derivatives transaction may not fulfill its obligations. Leverage risk is the risk that a
small percentage of assets invested in derivatives can have a disproportionately large impact on the fund. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of
the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gain. The fund’s use of derivatives could
reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested.
ETF Risk.
When
the fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a proportionate share of the ETF’s expenses. Therefore, it may be more costly to own an ETF than to own the underlying
securities directly. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in the market for an ETF’s shares can result in its
value being more volatile than the underlying portfolio of securities.
Securities Lending Risk.
The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund lends
portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in
the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay
lending fees to a party arranging the loan.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate. Risks commonly associated with the direct ownership of real estate include fluctuations in the value of underlying properties,
defaults by borrowers or tenants, access to capital, increases in property taxes and operating expenses, changes in zoning laws, overbuilding, extended vacancies of properties, changes in interest rates and risks related to general or local economic
conditions. In addition to the risks associated with investing in securities of real estate companies and real estate related companies, REITs are subject to certain additional risks. Equity REITs may be affected by changes in the value of the
underlying properties owned by the trusts, and mortgage REITs may be affected by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and may have their investments in relatively few properties, or in a
small geographic area or a single property type. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax free pass-through of income under the
Internal Revenue Code, or to maintain their exemptions from registration under the 1940 Act. The failure of a company to qualify as a REIT under federal tax law may have adverse consequences to the fund. The above factors may also adversely affect a
borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs
associated with protecting its investments. In addition, REITs have their own expenses, and the fund will bear a proportionate share of those expenses. Additionally, dividends paid by REITs are taxed as ordinary income and generally do not qualify
for the preferential rate applicable to qualified dividend income.
Liquidity Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during
stressed market
conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to
limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of
exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large
shareholder redemptions may impact the ability of the fund to meet redemption requests within the required time period. In order to meet such redemption requests, the fund may be forced to sell securities at inopportune times or prices.
Schwab Hedged Equity Fund
Investment objective
The fund's principal investment objective is
long-term capital appreciation over market cycles with lower volatility than the broad equity market.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future and, if market dynamics change, the effectiveness of the strategy may be limited. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure
successful investment. Securities selected with the assistance of the process may be negatively impacted by factors or events not foreseen in developing the process. As a result, the fund may have a lower return than if it were managed using another
process or strategy. These risks may cause the fund to underperform its comparative index or other funds with a similar investment objective. The fund may invest in stocks that have not received Schwab Equity Ratings, and these stocks may
underperform the fund’s stocks that receive Schwab Equity Ratings.
Investment Style Risk.
The fund’s long positions could decline in value at the same time that the value of the stocks sold short increase, thereby increasing the fund’s overall potential for loss. The fund’s short sales may
result in a loss if the price of the borrowed securities rise and it costs more to replace the borrowed securities. In contrast to the fund’s long positions, for which the risk of loss is typically limited to the amount invested, the potential
loss on the fund’s short positions is unlimited. In addition, any gain on a short sale is decreased, and any loss is increased, by the amount of any payment, dividend or interest that the fund may be required to pay with respect to the
borrowed securities. Market factors may prevent the fund from closing out a short position at the most desirable time or at a favorable price. The lender of the borrowed securities may require the fund to return the securities on short notice, which
may require the fund to purchase the borrowed securities at an unfavorable price, resulting in a loss.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles, which may cause stock
prices to fall over short or extended periods of time. The fund’s use of short selling may reduce the risk of general equity market volatility but cannot completely eliminate that risk.
Large- and Mid-Cap Risk.
Many of the risks of this fund are associated with its investment in the large- and mid-cap segments of the U.S. stock market. Both large- and mid-cap stocks tend to go in and out of favor based on market and economic
conditions. However, stocks of mid-cap companies tend to be more volatile than those of large-cap companies because mid-cap companies tend to be more susceptible to adverse business or economic events than larger more established companies. During a
period when large- and mid-cap U.S. stocks fall behind other types of investments – small-cap stocks, for instance
– the fund’s performance also will lag those investments.
Derivatives Risk.
The principal type of derivative used by the fund is a futures contract. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The use of derivatives, subject to
regulation by the CFTC, could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC rules.
The fund’s use of
derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as liquidity risk and management risk, are
discussed elsewhere in this section. The fund’s use of derivatives is also subject to lack of availability risk, credit risk, leverage risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable
derivative transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty to a derivatives transaction may not fulfill its obligations. Leverage risk is the risk that a
small percentage of assets invested in derivatives can have a disproportionately large impact on the fund. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of
the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gain. The fund’s use of derivatives could
reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested.
ETF Risk.
When
the fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a proportionate share of the ETF’s expenses. Therefore, it may be more costly to own an ETF than to own the underlying
securities directly. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in the market for an ETF’s shares can result in its
value being more volatile than the underlying portfolio of securities.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate. Risks commonly associated with the direct ownership of real estate include fluctuations in the value of underlying properties,
defaults by borrowers or
tenants, access to capital, increases in property taxes and
operating expenses, changes in zoning laws, overbuilding, extended vacancies of properties, changes in interest rates and risks related to general or local economic conditions. In addition to the risks associated with investing in securities of real
estate companies and real estate related companies, REITs are subject to certain additional risks. Equity REITs may be affected by changes in the value of the underlying properties owned by the trusts, and mortgage REITs may be affected by the
quality of any credit extended. Further, REITs are dependent upon specialized management skills and may have their investments in relatively few properties, or in a small geographic area or a single property type. REITs are also subject to heavy
cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax free pass-through of income under the Internal Revenue Code, or to maintain their exemptions from registration under the 1940
Act. The failure of a company to qualify as a REIT under federal tax law may have adverse consequences to the fund. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In
the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, REITs have their own expenses,
and the fund will bear a proportionate share of those expenses. Additionally, dividends paid by REITs are taxed as ordinary income and generally do not qualify for the preferential rate applicable to qualified dividend income.
Liquidity Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during
stressed market
conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to
limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of
exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large
shareholder redemptions may impact the ability of the fund to meet redemption requests within the required time period. In order to meet such redemption requests, the fund may be forced to sell securities at inopportune times or prices.
Schwab Financial Services Fund
Investment objective
The fund's goal is to seek long-term capital
growth.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future and, if market dynamics change, the effectiveness of the strategy may be limited. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure
successful investment. Securities selected with the assistance of the process may be negatively impacted by factors or events not foreseen in developing the process. As a result, the fund may have a lower return than if it were managed using another
process or strategy. These risks may cause the fund to underperform its comparative index or other funds with a similar investment objective. The fund may invest in stocks that have not received Schwab Equity Ratings, and these stocks may
underperform the fund’s stocks that receive Schwab Equity Ratings.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles, which may cause stock
prices to fall over short or extended periods of time.
Concentration Risk.
Because the fund’s investments are concentrated in issuers doing business in the same sector, your investment is exposed to that sector’s risks. The companies in which the fund invests will be affected by
many of the same factors, such as legislative or regulatory changes, intense competition for market share and other competitive challenges posed by joint ventures and mergers between U.S. and foreign firms. In addition, the fund is subject to the
risks that stocks of financial services companies may underperform other segments of the equity market or the stock market as a whole and are likely to have above-average volatility.
Derivatives Risk.
The principal type of derivative used by the fund is a futures contract. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The use of derivatives, subject to
regulation by the CFTC, could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC rules.
The fund’s use of
derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as liquidity risk and management risk, are
discussed elsewhere in this section. The fund’s use of derivatives is also subject to lack of availability risk, credit risk, leverage risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable
derivative transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty to a derivatives transaction may not fulfill its obligations.
Leverage risk is the risk that
a small percentage of assets invested in derivatives can have a disproportionately large impact on the fund. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of
the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gain. The fund’s use of derivatives could
reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested.
ETF Risk.
When
the fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a proportionate share of the ETF’s expenses. Therefore, it may be more costly to own an ETF than to own the underlying
securities directly. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in the market for an ETF’s shares can result in its
value being more volatile than the underlying portfolio of securities.
Securities Lending Risk.
The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund lends
portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in
the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay
lending fees to a party arranging the loan.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate. Risks commonly associated with the direct ownership of real estate include fluctuations in the value of underlying properties,
defaults by borrowers or tenants, access to capital, increases in property taxes and operating expenses, changes in zoning laws, overbuilding, extended vacancies of properties, changes in interest rates and risks related to general or local economic
conditions. In addition to the risks associated with investing in securities of real estate companies and real estate related companies, REITs are subject to certain additional risks. Equity REITs may be affected by changes in the value of the
underlying properties owned by the trusts, and mortgage REITs may be affected by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and may have their investments in relatively few properties, or in a
small geographic area or a single property type. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax free pass-through of income under the
Internal Revenue Code, or to maintain their exemptions from registration under the 1940 Act. The failure of a company to qualify as a REIT under federal tax law may have adverse consequences to the fund. The above factors may also adversely affect a
borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs
associated with protecting its investments. In addition, REITs have their own expenses, and the fund will bear a proportionate share of those expenses. Additionally, dividends paid by REITs are taxed as ordinary income and generally do not qualify
for the preferential rate applicable to qualified dividend income.
Liquidity Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during
stressed market
conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to
limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of
exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large
shareholder redemptions may impact the ability of the fund to meet redemption requests within the required time period. In order to meet such redemption requests, the fund may be forced to sell securities at inopportune times or prices.
Schwab Health Care Fund
Investment objective
The fund’s goal is to
seek long-term capital growth.
More information about
principal investment risks
The
fund is subject to risks, any of which could cause an investor to lose money.
Management Risk.
The fund’s investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce
the desired results in the future and, if market dynamics change, the effectiveness of the strategy may be limited. In addition, the portfolio optimization process used by the fund to assist in constructing the fund’s portfolio does not assure
successful investment. Securities selected with the assistance of the process may be negatively impacted by factors or events not foreseen in developing the process. As a result, the fund may have a lower return than if it were managed using another
process or strategy. These risks may cause the fund to underperform its comparative index or other funds with a similar investment objective. The fund may invest in stocks that have not been rated by Schwab Equity Ratings or
Schwab’s
proprietary international stock research, and these stocks may
underperform the fund’s stocks that receive Schwab Equity Ratings or a rating from Schwab’s proprietary international stock research.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles, which may cause stock
prices to fall over short or extended periods of time.
Concentration Risk.
Because the fund’s investments are concentrated in issuers doing business in the same sector, your investment is exposed to that sector’s risks. The companies in which the fund invests will be affected by
many of the same factors, such as legislative or regulatory changes, intense competition for market share and other competitive challenges posed by joint ventures and mergers between U.S. and foreign firms. In addition, the fund is subject to the
risks that stocks of health care companies may underperform other segments of the equity market or the stock market as a whole and are likely to have above-average volatility.
Foreign Investment Risk.
The fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in
foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); differing accounting, auditing, financial reporting and
legal standards and practices; differing securities market structures; and higher transaction costs. In certain countries, legal remedies available to investors may be more limited than those available with respect to investments in the United
States. The securities of some foreign companies may be less liquid and, at times, more volatile than securities of comparable U.S. companies. The fund may also experience more rapid or extreme changes in value as compared to a fund that invests
solely in securities of U.S. companies because the securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. In addition, the fund’s investments in foreign
securities may be subject to economic sanctions or other government restrictions. These risks may negatively impact the value or liquidity of the fund’s investments, and could impair the fund’s ability to meet its investment objective or
invest in accordance with its investment strategy. There also is the risk that the cost of buying, selling, and holding foreign securities, including brokerage, tax, and custody costs, may be higher than those involved in domestic transactions.
These risks may be heightened in connection with investments in emerging markets. To the extent a fund’s investments in a single country or a limited number of countries represent a larger percentage of the fund’s assets, the
fund’s performance may be adversely affected by the economic, political and social conditions in those countries and it may be subject to increased price volatility.
Currency Risk.
As a result of the fund’s investments in securities denominated in, and/or receiving revenues in, foreign currencies, the fund will be subject to currency risk. This is the risk that those currencies will decline in value relative to the U.S.
dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the fund would be adversely affected. Currency exchange rates may
fluctuate in response to factors extrinsic to that country’s economy, which makes the forecasting of currency market movements difficult. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number
of reasons, including changes in interest rates, intervention (or failure to intervene) by governments, central banks or supranational entities such as the IMF, or by the imposition of currency controls or other political developments in the United
States or abroad. These can result in losses to the fund if it is unable to deliver or receive currency or monies in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency
exposure as well as incurring transactions costs.
Emerging Market Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in
accounting and reporting requirements, unreliable securities valuation and greater risk associated with the custody of securities. It is sometimes difficult to obtain and enforce court judgments in such countries. There is often a greater potential
for nationalization, expropriation, confiscatory taxation, government regulation, social instability or diplomatic developments (including war), which could adversely affect the economies of emerging market countries or investments in the securities
of issuers located in such countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there will tend to be an increased risk of
price volatility associated with the fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar and, at times, it may be difficult to value such investments.
Derivatives Risk.
The principal type of derivative used by the fund is a futures contract. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The use of derivatives, subject to
regulation by the CFTC, could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC rules.
The fund’s use of
derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as liquidity risk and management risk, are
discussed elsewhere in this section. The fund’s use of derivatives is also subject to lack of availability risk, credit risk, leverage risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable
derivative transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty to a derivatives transaction may not fulfill its obligations. Leverage risk is the risk that a
small percentage of assets invested in derivatives can have a disproportionately large impact on the fund.
Valuation risk is the risk
that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives
may cause the fund to realize higher amounts of short-term capital gain. The fund’s use of derivatives could reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount
invested.
ETF Risk.
When the fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a proportionate share of the ETF’s expenses. Therefore, it may be more costly to own
an ETF than to own the underlying securities directly. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in the market for an
ETF’s shares can result in its value being more volatile than the underlying portfolio of securities.
Securities Lending Risk.
The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund lends
portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in
the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay
lending fees to a party arranging the loan.
REITs Risk.
The fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate. Risks commonly associated with the direct ownership of real estate include fluctuations in the value of underlying properties,
defaults by borrowers or tenants, access to capital, increases in property taxes and operating expenses, changes in zoning laws, overbuilding, extended vacancies of properties, changes in interest rates and risks related to general or local economic
conditions. In addition to the risks associated with investing in securities of real estate companies and real estate related companies, REITs are subject to certain additional risks. Equity REITs may be affected by changes in the value of the
underlying properties owned by the trusts, and mortgage REITs may be affected by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and may have their investments in relatively few properties, or in a
small geographic area or a single property type. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax free pass-through of income under the
Internal Revenue Code, or to maintain their exemptions from registration under the 1940 Act. The failure of a company to qualify as a REIT under federal tax law may have adverse consequences to the fund. The above factors may also adversely affect a
borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs
associated with protecting its investments. In addition, REITs have their own expenses, and the fund will bear a proportionate share of those expenses. Additionally, dividends paid by REITs are taxed as ordinary income and generally do not qualify
for the preferential rate applicable to qualified dividend income.
Liquidity Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during
stressed market
conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to
limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of
exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large
shareholder redemptions may impact the ability of the fund to meet redemption requests within the required time period. In order to meet such redemption requests, the fund may be forced to sell securities at inopportune times or prices.
More about Schwab’s research
The funds use either Schwab
Equity Ratings
®
or Schwab’s proprietary international stock research to aid in stock selection (or, in the case of the Schwab Health Care
Fund, both are used).
Schwab Equity
Ratings use a scale of “A,” “B,” “C,” “D,” and “F,” and are assigned to approximately 3,000 U.S.-traded stocks of companies headquartered or incorporated in the U.S. and certain foreign
nations where companies generally locate or incorporate for operational or tax reasons. The Schwab Equity Ratings model universe is composed of the combined set of stocks in the Russell Investments’ (Russell) 3000 Index and the Standard &
Poor’s (S&P) 500 Index. To assign a final Schwab Equity Rating, the universe is first divided into two groups according to their market capitalizations (caps): the large-cap group, consisting of constituents of the Russell 1000 Index, and
the small-cap group, consisting of constituents of the Russell 2000 Index. The assignment of a final Schwab Equity Rating depends on how well a given stock’s composite score is ranked against all other stocks within its capitalization group
and sector. The result is a stock’s within-capitalization-group and within-sector, or “cap-neutral and sector-neutral,” percentile ranking. Schwab’s research outlook is that “A”-rated stocks, on average, will
strongly outperform, and “F”-rated stocks, on average, will strongly underperform the equities market during the next 12 months.
Schwab’s proprietary
international stock research assigns ratings to foreign companies headquartered and trading in certain foreign countries. Schwab’s international stock research outlook is that highly-rated stocks, on average, will strongly outperform, and
low-rated stocks, on average, will strongly underperform the foreign equities market on which the stock is traded or in which the company is headquartered during the next 12 months.
Both Schwab Equity Ratings and Schwab’s
proprietary international stock research models are based on disciplined methodologies that evaluate each stock on the basis of investment criteria from four broad categories: Fundamentals, Valuation, Momentum and Risk. This approach attempts to
gauge and anticipate changes in investor expectations and fundamental characteristics, since stock prices tend to trend in the same direction as changes in investor expectations and certain financial variables.
The Fundamentals grade underlying the research
is based on a number of operating performance measures derived from recent financial statement data. Stocks with attributes such as high and growing cash return on investment, low capital intensity, and improving operating efficiency tend to have
better Fundamentals grades. Highly-rated stocks with such grades may have the potential for price appreciation, as investors perceive that these companies have the financial strength to potentially grow earnings faster than the average stock.
The Valuation grade underlying the research is
based upon several value-oriented investment criteria. From a valuation ratio perspective, stocks with attributes such as relatively high levels of operating income, net assets, and cash liquidity tend to have better Valuation grades. From an
investor sentiment perspective, stocks with relatively few total shares sold short tend to have better Valuation grades. Highly-rated stocks with such grades may have the potential for price appreciation, as investors perceive that the current stock
prices of these companies are too low relative to measures of investment value.
The Momentum grade underlying the research is
based on several measures of short-term changes in investors’ expectations. Stocks with attributes such as recently improving analysts’ outlooks, strong and consistent price performance, and a comparison of conservatively measured
earnings to expectations of those earnings tend to have better Momentum grades. Highly-rated stocks with such grades may have the potential for price appreciation, as investors become more aware of these companies’ improving short-term
performance prospects.
The Risk grade
underlying the research is based upon diverse measures of investment risk. Stocks whose institutional holdings reflect a balanced view of a stock’s prospects and companies whose business activities are geographically diversified tend to have
better Risk grades. Highly-rated stocks with such grades may have the potential for price appreciation, as investors perceive that these companies offer an attractive risk-versus-return trade-off.
From time to time, Schwab may update the
research methodology as well as the factors underlying each broad category for both Schwab Equity Ratings and Schwab’s proprietary international stock research. To the extent Schwab makes changes to the methodology or the underlying factors,
the investment adviser may take several days to several weeks to evaluate the impact of those changes on a fund’s portfolio prior to transitioning to the revised research methodology. During this transition period, the funds’ portfolios
may include a higher percentage of “C,” “D” or “F” rated securities or the international stock research equivalent.
Portfolio holdings
The funds may make various
types of portfolio securities information available to shareholders. The funds post a detailed list of the securities held by each fund at www.csimfunds.com/schwabfunds_prospectus (under “Portfolio Holdings”) as of the most recent
calendar quarter-end. This list is generally updated approximately 15-20 days after the end of the calendar quarter remaining posted until at least the following calendar quarter. The funds also post in the fund summary section of the website and on
fund fact sheets certain summary portfolio attributes, including top ten holdings, approximately 5-25 days after the end of the calendar quarter. The funds may exclude any portion of these portfolio holdings from publication when deemed in the best
interest of a fund. Further information regarding the funds’ policy and procedures on the disclosure of portfolio holdings is available in the SAI.
This section provides further
details about each fund’s financial history for the past five years. Certain information reflects financial results for a single fund share. “Total return” shows the percentage that an investor in a fund would have earned or lost
during a given period, assuming all distributions were reinvested. Each fund’s independent registered public accounting firm, PricewaterhouseCoopers LLP (PwC), audited these figures. PwC’s full report is included in each fund’s
annual report (see back cover).
Schwab Large-Cap
Growth Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$18.38
|
$15.66
|
$12.48
|
$
11.18
|
$10.48
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.13
1
|
0.11
|
0.14
|
0.07
|
0.07
|
|
Net
realized and unrealized gains (losses)
|
1.08
|
2.70
|
3.17
|
1.29
|
0.69
|
|
Total
from investment operations
|
1.21
|
2.81
|
3.31
|
1.36
|
0.76
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.09)
|
(0.09)
|
(0.13)
|
(0.06)
|
(0.06)
|
|
Distributions
from net realized gains
|
(1.82)
|
—
|
—
|
—
|
—
|
|
Total
distributions
|
(1.91)
|
(0.09)
|
(0.13)
|
(0.06)
|
(0.06)
|
|
Net
asset value at end of period
|
$
17.68
|
$18.38
|
$15.66
|
$12.48
|
$
11.18
|
|
Total
return
|
7.00%
|
18.06%
|
26.76%
|
12.18%
|
7.25%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
0.99%
|
0.99%
|
0.99%
|
0.99%
|
0.99%
|
|
Gross
operating expenses
|
1.03%
|
1.04%
|
1.05%
|
1.05%
|
1.05%
|
|
Net
investment income (loss)
|
0.75%
|
0.60%
|
1.00%
|
0.53%
|
0.56%
|
|
Portfolio
turnover rate
|
90%
|
82%
|
87%
|
79%
|
62%
|
|
Net
assets, end of period (x 1,000,000)
|
$
251
|
$
256
|
$
253
|
$
217
|
$
213
|
|
1
Calculated based on the
average shares outstanding during the period.
Schwab Core Equity Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$25.48
|
$23.46
|
$18.80
|
$
16.81
|
$
15.78
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.30
1
|
0.30
|
0.32
|
0.26
|
0.19
|
|
Net
realized and unrealized gains (losses)
|
1.05
|
3.60
|
4.51
|
2.07
|
1.01
|
|
Total
from investment operations
|
1.35
|
3.90
|
4.83
|
2.33
|
1.20
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.33)
|
(0.22)
|
(0.17)
|
(0.34)
|
(0.17)
|
|
Distributions
from net realized gains
|
(3.40)
|
(1.66)
|
—
|
—
|
—
|
|
Total
distributions
|
(3.73)
|
(1.88)
|
(0.17)
|
(0.34)
|
(0.17)
|
|
Net
asset value at end of period
|
$
23.10
|
$25.48
|
$23.46
|
$
18.80
|
$16.81
|
|
Total
return
|
5.61%
|
17.88%
|
25.89%
|
13.99%
|
7.60%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
0.74%
|
0.72%
|
0.72%
|
0.72%
|
0.73%
|
|
Gross
operating expenses
|
0.74%
|
0.72%
|
0.73%
|
0.73%
|
0.73%
|
|
Net
investment income (loss)
|
1.29%
|
1.19%
|
1.51%
|
1.37%
|
1.06%
|
|
Portfolio
turnover rate
|
81%
|
63%
|
80%
|
45%
2
|
35%
|
|
Net
assets, end of period (x 1,000,000)
|
$2,363
|
$
2,317
|
$
2,247
|
$1,880
|
$
1,719
|
|
1
Calculated based on the
average shares outstanding during the period.
2
Portfolio turnover
excludes the impact of investment activities from mergers with other funds.
Schwab International Core Equity Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
9.77
|
$
9.82
|
$
7.90
|
$
7.32
|
$
7.80
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.19
1
|
0.29
1
|
0.20
|
0.16
|
0.17
|
|
Net
realized and unrealized gains (losses)
|
(0.01)
|
(0.08)
|
1.93
|
0.62
|
(0.46)
|
|
Total
from investment operations
|
0.18
|
0.21
|
2.13
|
0.78
|
(0.29)
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.15)
|
(0.26)
|
(0.21)
|
(0.20)
|
(0.19)
|
|
Distributions
from net realized gains
|
(0.18)
|
—
|
—
|
—
|
—
|
|
Total
distributions
|
(0.33)
|
(0.26)
|
(0.21)
|
(0.20)
|
(0.19)
|
|
Net
asset value at end of period
|
$
9.62
|
$
9.77
|
$
9.82
|
$
7.90
|
$
7.32
|
|
Total
return
|
2.05%
|
2.20%
|
27.70%
|
11.17%
|
(3.89%)
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
0.86%
|
0.86%
|
0.86%
|
0.86%
|
0.80%
2
|
|
Gross
operating expenses
|
0.92%
|
0.98%
|
1.10%
|
1.16%
|
1.22%
|
|
Net
investment income (loss)
|
2.02%
|
2.95%
|
2.40%
|
2.45%
|
2.32%
|
|
Portfolio
turnover rate
|
87%
|
90%
|
75%
|
112%
|
86%
|
|
Net
assets, end of period (x 1,000,000)
|
$
679
|
$
423
|
$
147
|
$
78
|
$
60
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The ratio of net
operating expenses would have been 0.86%, if a voluntary reduction of Investment Adviser fees had not been included.
Schwab Dividend Equity Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$19.17
|
$18.22
|
$
14.52
|
$
13.15
|
$12.08
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.29
1
|
0.27
|
0.32
|
0.27
|
0.23
|
|
Net
realized and unrealized gains (losses)
|
(0.21)
|
2.16
|
3.70
|
1.38
|
1.06
|
|
Total
from investment operations
|
0.08
|
2.43
|
4.02
|
1.65
|
1.29
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.27)
|
(0.29)
|
(0.32)
|
(0.28)
|
(0.22)
|
|
Distributions
from net realized gains
|
(2.55)
|
(1.19)
|
—
|
—
|
—
|
|
Total
distributions
|
(2.82)
|
(1.48)
|
(0.32)
|
(0.28)
|
(0.22)
|
|
Net
asset value at end of period
|
$16.43
|
$19.17
|
$
18.22
|
$
14.52
|
$
13.15
|
|
Total
return
|
0.12%
|
14.26%
|
27.99%
|
12.65%
|
10.73%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
0.88%
|
0.89%
|
0.89%
|
0.89%
|
0.89%
|
|
Gross
operating expenses
|
0.88%
|
0.89%
|
0.89%
|
0.89%
|
0.89%
|
|
Net
investment income (loss)
|
1.71%
|
1.47%
|
1.97%
|
1.89%
|
1.77%
|
|
Portfolio
turnover rate
|
73%
|
72%
|
64%
|
55%
|
31%
|
|
Net
assets, end of period (x 1,000,000)
|
$
1,872
|
$2,053
|
$1,804
|
$1,390
|
$
1,325
|
|
1
Calculated based on the
average shares outstanding during the period.
Schwab Small-Cap Equity Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$25.11
|
$
24.87
|
$
17.72
|
$15.61
|
$13.96
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.05
1
|
(0.02)
|
0.09
|
0.02
|
(0.01)
|
|
Net
realized and unrealized gains (losses)
|
0.63
|
2.71
|
7.16
|
2.10
|
1.66
|
|
Total
from investment operations
|
0.68
|
2.69
|
7.25
|
2.12
|
1.65
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.02)
|
(0.07)
|
(0.10)
|
(0.01)
|
—
|
|
Distributions
from net realized gains
|
(4.58)
|
(2.38)
|
—
|
—
|
—
|
|
Total
distributions
|
(4.60)
|
(2.45)
|
(0.10)
|
(0.01)
|
—
|
|
Net
asset value at end of period
|
$21.19
|
$25.11
|
$
24.87
|
$
17.72
|
$
15.61
|
|
Total
return
|
3.01%
|
11.67%
|
41.10%
|
13.57%
|
11.82%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
1.09%
|
1.10%
|
1.10%
|
1.12%
|
1.11%
|
|
Gross
operating expenses
|
1.09%
|
1.10%
|
1.11%
|
1.12%
|
1.12%
|
|
Net
investment income (loss)
|
0.22%
|
(0.10%)
|
0.42%
|
0.11%
|
(0.05%)
|
|
Portfolio
turnover rate
|
95%
|
103%
|
84%
|
101%
|
72%
|
|
Net
assets, end of period (x 1,000,000)
|
$
630
|
$
666
|
$
590
|
$
388
|
$
226
|
|
1
Calculated based on the
average shares outstanding during the period.
Schwab Hedged Equity Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$19.02
|
$18.62
|
$16.36
|
$
15.32
|
$
14.79
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
(0.01)
1
|
(0.08)
|
(0.10)
|
(0.08)
|
(0.05)
|
|
Net
realized and unrealized gains (losses)
|
0.89
|
1.99
|
2.36
|
1.12
|
0.58
|
|
Total
from investment operations
|
0.88
|
1.91
|
2.26
|
1.04
|
0.53
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net realized gains
|
(2.44)
|
(1.51)
|
—
|
—
|
—
|
|
Net
asset value at end of period
|
$
17.46
|
$19.02
|
$
18.62
|
$16.36
|
$15.32
|
|
Total
return
|
4.84%
|
11.07%
|
13.81%
|
6.79%
|
3.58%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses (including dividend expense on short sales)
|
1.82%
|
1.99%
|
2.48%
|
2.08%
|
1.86%
|
|
Net
operating expenses (excluding dividend expense on short sales)
|
1.54
2
|
1.52
2
|
1.48
2
|
1.53
2
|
1.44
3
|
|
Gross
operating expenses
|
1.84%
|
2.02%
|
2.52%
|
2.13%
|
1.88%
|
|
Net
investment income (loss)
|
(0.06%)
|
(0.46%)
|
(0.49%)
|
(0.47%)
|
(0.25%)
|
|
Portfolio
turnover rate
|
146%
|
142%
|
130%
|
109%
|
98%
|
|
Net
assets, end of period (x 1,000,000)
|
$
212
|
$
200
|
$
193
|
$
194
|
$
236
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The ratio of net
operating expenses would have been 1.33% for the period ended 10/31/12, 10/31/13, 10/31/14 and 10/31/15, respectively, if stock loan fees on short sales had not been incurred.
3
The ratio of net
operating expenses would have been 1.33% for the period ended 10/31/11, if stock loan fees on short sales and payment for state filing fees had not been included.
Schwab Financial Services Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$15.82
|
$
13.76
|
$10.66
|
$
9.17
|
$
9.74
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.20
1
|
0.11
|
0.11
|
0.08
|
0.05
|
|
Net
realized and unrealized gains (losses)
|
0.23
|
2.07
|
3.08
|
1.46
|
(0.58)
|
|
Total
from investment operations
|
0.43
|
2.18
|
3.19
|
1.54
|
(0.53)
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.13)
|
(0.12)
|
(0.09)
|
(0.05)
|
(0.04)
|
|
Net
asset value at end of period
|
$16.12
|
$15.82
|
$
13.76
|
$10.66
|
$
9.17
|
|
Total
return
|
2.70%
|
15.92%
|
30.20%
|
16.92%
|
(5.51%)
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
0.90%
|
0.90%
|
0.94%
|
0.94%
|
0.93%
2
|
|
Gross
operating expenses
|
0.94%
|
0.95%
|
1.03%
|
1.10%
|
1.06%
|
|
Net
investment income (loss)
|
1.23%
|
0.76%
|
0.91%
|
0.78%
|
0.45%
|
|
Portfolio
turnover rate
|
53%
|
75%
|
74%
|
84%
|
77%
|
|
Net
assets, end of period (x 1,000,000)
|
$
75
|
$
78
|
$
66
|
$
47
|
$
40
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The ratio of net
operating expenses would have been 0.94%, if payment for state filing fees had not been included.
Schwab Health Care Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
28.19
|
$
24.57
|
$
20.59
|
$
17.29
|
$15.48
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.14
1
|
0.23
|
0.22
|
0.27
|
0.15
|
|
Net
realized and unrealized gains (losses)
|
1.78
|
5.84
|
6.26
|
3.18
|
1.85
|
|
Total
from investment operations
|
1.92
|
6.07
|
6.48
|
3.45
|
2.00
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.21)
|
(0.19)
|
(0.33)
|
(0.15)
|
(0.19)
|
|
Distributions
from net realized gains
|
(3.22)
|
(2.26)
|
(2.17)
|
—
|
—
|
|
Total
distributions
|
(3.43)
|
(2.45)
|
(2.50)
|
(0.15)
|
(0.19)
|
|
Net
asset value at end of period
|
$26.68
|
$
28.19
|
$
24.57
|
$20.59
|
$
17.29
|
|
Total
return
|
7.26%
|
27.06%
|
35.46%
|
20.10%
|
13.00%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
0.79%
|
0.80%
|
0.82%
|
0.82%
|
0.81%
2
|
|
Gross
operating expenses
|
0.80%
|
0.81%
|
0.83%
|
0.85%
|
0.85%
|
|
Net
investment income (loss)
|
0.52%
|
0.93%
|
1.06%
|
1.44%
|
0.85%
|
|
Portfolio
turnover rate
|
75%
|
57%
|
54%
|
60%
|
24%
|
|
Net
assets, end of period (x 1,000,000)
|
$
1,118
|
$1,064
|
$
816
|
$
511
|
$
414
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The ratio of net
operating expenses would have been 0.82%, if payment for state filing fees and a voluntary reduction of Investment Adviser fees had not been included.
The investment adviser for the
funds is Charles Schwab Investment Management, Inc. (CSIM), 211 Main Street, San Francisco, CA 94105. CSIM was founded in 1989 and as of January 31, 2016, managed approximately $277 billion in assets.
As the investment adviser, CSIM oversees the
asset management and administration of the funds. As compensation for these services, CSIM receives a management fee from each fund. For the 12 months ended October 31, 2015, these fees were 0.69% for the Schwab Large-Cap Growth Fund, 0.47% for the
Schwab Core Equity Fund, 0.52% for the Schwab International Core Equity Fund, 0.62% for the Schwab Dividend Equity Fund, 0.81% for the Schwab Small-Cap Equity Fund, 1.04% for the Schwab Hedged Equity Fund, 0.54% for the Schwab Financial Services
Fund, and 0.52% for the Schwab Health Care Fund. These figures, which are expressed as a percentage of each fund’s average daily net assets, represent the actual amounts paid, including the effects of reductions.
A discussion regarding the basis for the Board
of Trustees’ approval of each fund’s investment advisory agreement is available in each fund’s 2015 annual report, which covers the period of November 1, 2014 through October 31, 2015.
Jonas Svallin, CFA,
Vice President and Head of Active Equity Products, has overall responsibility for all aspects of the management of the funds and leads the Active Equities portfolio management and research team. Prior to joining CSIM in
2012, Mr. Svallin spent nearly three years as a partner and a director of quantitative analytics and research at Fiduciary Research & Consulting, where he provided oversight of quantitative analytics and risk management efforts. From 2003 until
2009, Mr. Svallin was a principal and head portfolio manager at Algert Coldiron Investors LLC (now known as Algert Global). Prior to joining Algert Coldiron Investors LLC, Mr. Svallin worked as a quantitative research associate at RCM Capital
Management and a senior consultant at FactSet Research Systems.
Wei Li, Ph.D., CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the funds. Prior to joining CSIM in 2012, Ms. Li spent more than ten years at BlackRock, Inc. (formerly Barclays Global
Investors), where she held a number of positions. From 2001 to 2009, she worked in various roles in the Global Advanced Active group, including portfolio management and quantitative research for both U.S. and international equity markets. After
2009, she worked in the defined contribution research and product development area for almost two years.
Iain Clayton, CFA, FRM,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the Schwab Core Equity Fund, Schwab International Core Equity Fund and Schwab Health Care Fund. Prior to joining CSIM in
2013, Mr. Clayton spent more than five years at SSI Investment Management, where he was a portfolio manager and director of quantitative research. In these roles, Mr. Clayton co-managed multiple investment strategies and developed quantitative
models and valuation approaches. From 2004 to 2008, he worked as a portfolio manager and director at RCM Capital Management (now known as Allianz Global Investors) and helped manage various equity portfolios and developed fundamental-based stock
selection models. Prior to that, he was a vice president at Eureka Investment Advisors for almost three years and also served as a senior quantitative analyst/assistant portfolio manager. He has also worked as a quantitative research analyst at RCM
Capital Management.
Additional
information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in each fund is available in the SAI.
In this section, you will find information on
buying, selling and exchanging shares. You may invest in the funds through an intermediary by placing orders through your brokerage account at Schwab or an account with another broker/dealer, investment adviser, 401(k) plan, employee benefit plan,
administrator, bank, or other financial intermediary (intermediary) that is authorized to accept orders on behalf of a fund (intermediary orders). Eligible Investors (as defined herein) may invest directly in a fund by placing orders through the
fund’s transfer agent (direct orders). You also will see how to choose a distribution option for your investment. Helpful information on taxes is included as well.
Investing through a financial intermediary
Placing orders through your intermediary
When you place orders through Schwab or other
intermediary, you are not placing your orders directly with the funds, and you must follow Schwab’s or the other intermediary’s transaction procedures. Your intermediary may impose different or additional conditions than the funds on
purchases, redemptions and exchanges of fund shares. These differences may include initial, subsequent and maintenance investment requirements, exchange policies, fund choices, cut-off times for investment and trading restrictions. Your intermediary
may independently establish and charge its customers transaction fees, account fees and other fees in addition to the fees charged by the funds. These additional fees may vary over time and would increase the cost of your investment and lower
investment returns. You should consult your intermediary directly for information regarding these conditions and fees. The funds are not responsible for the failure of your intermediary to carry out its responsibilities.
Only certain intermediaries are authorized to
accept orders on behalf of a fund. If your fund shares are no longer held by an authorized intermediary, the fund may impose restrictions on your ability to manage or maintain your shares. For example, you will not be able to place orders to
purchase additional shares. To remove these restrictions, you have two options. First, you may move your shares to Schwab or another intermediary that is authorized to accept fund orders. Second, you may maintain a direct account with a fund if you
meet the eligibility requirements for placing direct orders and your completed account application and supporting documentation is returned to and accepted by the fund’s transfer agent, Boston Financial Data Services (transfer agent). The
eligibility requirements and instructions for submitting an account application are set forth in the “Investing directly with the funds” section of this prospectus. If you do not exercise one of these options within ninety days, a fund
reserves the right to redeem your shares.
Buying,
selling and exchanging shares through an intermediary
To purchase, redeem or exchange shares held in
your Schwab account or in your account at another intermediary, you must place your orders with the intermediary that holds your shares. You may not purchase, redeem or exchange shares held in your intermediary account directly with a fund.
When selling or exchanging shares, you should
be aware of the following fund policies:
•Each fund may take
up to seven days to pay sale proceeds.
•Each fund reserves
the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses in converting these
securities to cash.
•Exchange orders are
limited to other Schwab Funds
®
that are not Sweep Investments
®
or Laudus MarketMasters Funds
®
, and must meet the
minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging.
•You should obtain
and read the prospectus for the fund into which you are exchanging prior to placing your order.
Investing directly with the funds
Investor eligibility requirements for placing direct
orders
Only Eligible Investors (as
defined below) may purchase shares directly from the funds’ transfer agent, Boston Financial Data Services. Eligible Investors include, but are not limited to, qualified and non-qualified employee benefit plans (including but not limited to
defined benefit plans, defined contribution plans and 401(k) plans), foundations and endowments, banks, trusts, investment companies and corporate capital and cash management accounts. Eligible Investors may also be shareholders who receive shares
of a Schwab fund as a result of a reorganization of a fund. The funds reserve the right to determine which potential investors qualify as Eligible Investors. Shares held by a non-Eligible Investor directly with a fund are subject to involuntary
redemption by the fund.
Investing in the
funds
51
Opening an account to place direct orders
You must satisfy the investor
eligibility requirements for direct order clients to place direct orders for a fund’s shares. Eligible Investors must open an account with a fund through the fund’s transfer agent, prior to placing direct orders. You may obtain an
account application by calling the transfer agent at 1-800-407-0256. Your completed application and supporting documents must be returned to, and accepted by, the transfer agent before you can place direct orders. You cannot place direct orders
through your Schwab account or through your account at another intermediary.
Initial and additional direct purchases by wire
Subject to acceptance by a fund, you may make
your initial purchase and any additional purchases of shares by wiring federal funds to the transfer agent. If you have not yet opened an account with a fund, you must fax a signed, hard copy of the completed account application and all supporting
documents to the transfer agent at 1-816-218-0490. You must call the transfer agent at 1-800-407-0256 prior to the close of the fund (generally 4:00 p.m. Eastern time or the close of the NYSE, whichever is earlier) to place your order and to receive
wire instructions. Orders received by the transfer agent in good order on or prior to the close of the fund will be processed at the net asset value per share of the fund for that day. Your wired funds must be received and accepted by the transfer
agent prior to 6:00 p.m. Eastern time or the deadline for the Fedwire Funds Service for initiating third party transfers, whichever is earlier, on the day your purchase order is placed. Please call the transfer agent at 1-800-407-0256 if you have
any questions or need additional information.
Initial and additional direct purchases by mail
Subject to acceptance by a fund, you may open
an account and make your initial purchase and any additional purchases of a fund’s shares by mail. To open an account by mail, complete and sign the account application and mail the account application, all supporting documents and a check for
the desired purchase amount to the transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. Additional investments may be made at any time by mailing a check (payable to Schwab Funds) to the transfer
agent at the address above. Be sure to include your account number on your check.
Subject to acceptance by the fund, payment for
the purchase of shares received by mail will be credited to a shareholder’s account at the net asset value per share of the fund next determined after receipt, even though the check may not yet have been converted into federal funds. For
purposes of calculating the purchase price of fund shares, a purchase order is received by the fund on the day that it is in good order unless it is rejected by the fund’s transfer agent. For a cash purchase order of fund shares to be in good
order on a particular day, a check must be received on or before the close of the fund (generally 4:00 p.m. Eastern time or the close of the NYSE, whichever is earlier) on that day. If the payment is received by a fund after the deadline, the
purchase price of fund shares will be based upon the next determination of net asset value of fund shares. No currency, third party checks, foreign checks, starter checks, credit card checks, traveler’s checks or money orders will be accepted
by the fund.
Direct redemptions and exchanges
When selling or exchanging shares directly,
you should be aware of the following fund policies:
•Each fund may take
up to seven days to pay sale proceeds.
•Each fund reserves
the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses in converting these
securities to cash.
•Exchange
orders are limited to other Schwab Funds that are not Sweep Investments or Laudus MarketMasters Funds, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging.
•If you are
selling shares that were recently purchased by check, the proceeds may be delayed until the check for purchase clears; this may take up to 15 days from the date of purchase.
•You should obtain
and read the prospectus for the fund into which you are exchanging prior to placing your order.
Direct redemptions by telephone
If you authorized the telephone redemption
option in the account application, you may place a redemption order by calling the transfer agent at 1-800-407-0256 and requesting that the redemption proceeds be wired per the authorized instructions in the account application or mailed to the
primary registration address. Your redemption order will be processed at the net asset value per share of the fund next determined after receipt of your telephone redemption order by the transfer agent. Please note that the transfer agent may only
act on telephone instructions believed by the transfer agent to be genuine. The transfer agent’s records of such instructions are binding on the shareholder. The funds and their service providers (including the transfer agent, Schwab and CSIM)
are not responsible for any losses or costs that may arise from following telephone instructions that the transfer agent reasonably believes to be genuine. The transfer agent will employ reasonable procedures to confirm that instructions
communicated are genuine. These procedures include tape recording of telephone instructions and requiring some form of personal identification prior to acting upon instructions received by telephone.
52
Investing in the funds
Direct redemptions by mail
You may redeem your fund shares by mail by
sending a request letter to the funds’ transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. Your redemption request will be processed by a fund at the net asset value per share of the fund
next determined after the request is received in good order. To be in good order, the redemption request must include the name of the fund and the number of shares or the dollar amount to be redeemed, all required signatures and authorizations and
any required signature guarantees.
Additional direct
redemption information
To protect you, the funds and
their service providers from fraud, signature guarantees may be required to enable the transfer agent to verify the identity of the person who has authorized a redemption from an account. Signature guarantees are required for (1) redemptions where
the proceeds are to be sent to someone other than the registered shareholder(s) at the registered address, (2) redemptions if your account address has changed within the last 10 business days, (3) share transfer requests, and (4) redemptions where
the proceeds are wired in connection with bank instructions not already on file with the transfer agent. Signature guarantees may be obtained from certain eligible financial institutions, including, but not limited to, the following: U.S. banks,
trust companies, credit unions, securities brokers and dealers, savings and loan associations and participants in the Securities and Transfer Association Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the New York Stock
Exchange Medallion Signature Program (MSP). Signature guarantees from non-U.S. banks that do not include a stamp may require a U.S. consulate stamp. You may contact the transfer agent at 1-800-407-0256 for further details.
Direct exchange privileges
Upon request, and subject to certain
limitations, shares of the funds may be exchanged into shares of any other Schwab Fund that is not a Sweep Investment or Laudus MarketMasters Fund. To exchange your shares to another fund, you must meet the minimum investment and other requirements
for the fund and share class into which you are exchanging. Further, you should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. A new account opened by exchange must be established with the same
name(s), address(es) and tax identification number(s) as the existing account. All exchanges will be made based on the respective net asset values next determined following receipt of the request by the fund containing the information indicated
below.
The funds reserve the right to
suspend or terminate the privilege of exchanging shares of the funds by mail or by telephone at any time.
Direct exchanges by telephone
If you authorized the telephone redemption
option in the account application, you may exchange fund shares by telephone by calling the funds’ transfer agent at 1-800-407-0256. Please be prepared to provide the following information: (a) the account number, tax identification number and
account registration; (b) the class of shares to be exchanged (if applicable); (c) the name of the fund from which and the fund into which the exchange is to be made; and (d) the dollar or share amount to be exchanged. Please note that the transfer
agent may act only on telephone instructions believed by the transfer agent to be genuine. Please see the section entitled “Direct redemptions by telephone” for more information regarding transacting with the funds’ transfer agent
via telephone.
Direct exchanges by mail
To exchange fund shares by
mail, simply send a letter of instruction to the funds’ transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. The letter of instruction must include: (a) your account number; (b) the class of
shares to be exchanged (if applicable); (c) the fund from and the fund into which the exchange is to be made; (d) the dollar or share amount to be exchanged; and (e) the signatures of all registered owners or authorized parties.
Share price
The funds are open for business
each day that the NYSE is open. Each fund calculates its share price each business day as of the close of the NYSE (generally 4:00 p.m. Eastern time). If the NYSE is closed due to weather or other extenuating circumstances on a day it would
typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the funds reserve the right to treat such day as a business day and accept purchase and redemption orders and calculate their share
price as of the normally scheduled close of regular trading on the NYSE for that day. A fund’s share price is its net asset value per share, or NAV, which is the fund’s net assets divided by the number of its shares outstanding. Orders
to buy, sell or exchange shares that are received by a fund in good order on or prior to the close of the fund (generally 4:00 p.m. Eastern time) will be executed at the next share price calculated that day.
If you place an order through your Schwab
account or an account at another intermediary, please consult with your intermediary to determine when your order will be executed. Generally, you will receive the share price next calculated after the fund receives your order from your
intermediary. However, some intermediaries, such as Schwab, may arrange with the fund for you to receive the share price next calculated after your intermediary has received your order. Some intermediaries may require that they receive orders prior
to a specified cut-off time.
Investing in the
funds
53
In valuing its securities, a
fund uses market quotes or official closing prices if they are readily available. In cases where quotes are not readily available or the investment adviser deems them unreliable, a fund may value securities based on fair values developed using
methods approved by the fund’s Board of Trustees.
Shareholders of funds that invest in foreign
securities as part of their investment strategy, such as the Schwab International Core Equity Fund and Schwab Health Care Fund, should be aware that because foreign markets are often open on weekends and other days when the fund is closed, the value
of the fund’s portfolio may change on days when it is not possible to buy or sell shares of the fund.
Additional policies affecting your investment
Minimum
initial investment
|
$100
|
The minimum may be
waived for certain retirement plans and plan participants, and for certain investment programs, or in a fund’s sole discretion.
Choose an option for fund distributions.
If you are an Eligible Investor placing direct orders with a fund, you will have one of the three options described below for fund distributions. If you don’t indicate a choice, you will receive the first option.
If you are placing orders through an intermediary, you will select from the options for fund distributions provided by your intermediary, which may be different than those provided by the funds to Eligible Investors. You should consult with your
financial intermediary to discuss available options.
Option
|
Feature
|
Reinvestment
|
All
dividends and capital gain distributions are invested automatically in shares of the fund.
|
Cash/reinvestment
mix
|
You
receive payment for dividends, while any capital gain distributions are invested in shares of the fund.
|
Cash
|
You
receive payment for all dividends and capital gain distributions.
|
Each fund reserves certain rights, including the
following:
•To
materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders.
•To change or waive a
fund’s investment minimums.
•To suspend the right
to sell shares back to the fund, and delay sending proceeds, during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC.
•To withdraw or
suspend any part of the offering made by this prospectus.
Payments by the investment adviser or its affiliates
The investment adviser or its affiliates may
make cash payments out of their own resources, or provide products and services at a discount, to certain brokerage firms, banks, retirement plan service providers and other financial intermediaries that perform shareholder, recordkeeping,
sub-accounting and other administrative services in connection with investments in fund shares. These payments or discounts are separate from, and may be in addition to, any shareholder service fees or other administrative fees the funds may pay to
those intermediaries. The investment adviser or its affiliates may also make cash payments out of their own resources, or provide products and services at a discount, to certain financial intermediaries that perform distribution, marketing,
promotional or other distribution-related services. The payments or discounts described by this paragraph may be substantial; however, distribution-related services provided by such intermediaries are paid by the investment adviser or its
affiliates, not by the funds or their shareholders.
Shareholder servicing plan
The Board of Trustees has
adopted a Shareholder Servicing Plan (the Plan) on behalf of the funds. The Plan enables each fund to bear expenses relating to the provision by financial intermediaries, including Schwab (together, service providers), of certain account
maintenance, customer liaison and shareholder services to the current shareholders of the funds.
Pursuant to the Plan, each fund’s shares
are subject to an annual shareholder servicing fee up to 0.25%. The shareholder servicing fee paid to a particular service provider is made pursuant to its written agreement with Schwab, as distributor of the funds (or, in the case of payments made
to Schwab acting as a service provider, pursuant to Schwab’s written agreement with the funds), and a fund will pay no more than 0.25% of the average annual daily net asset value of the fund shares owned by shareholders holding shares through
such service
54
Investing in the
funds
provider. Payments under the
Plan are made as described above without regard to whether the fee is more or less than the service provider’s actual cost of providing the services, and if more, such excess may be retained as profit by the service provider.
Policy regarding short-term or excessive trading
The funds are intended for
long-term investment and not for short-term or excessive trading (collectively market timing). Market timing may adversely impact the funds’ performance by disrupting the efficient management of the funds, increasing fund transaction costs and
taxes, causing the funds to maintain higher cash balances, and diluting the value of the funds’ shares.
In order to discourage market timing, the
funds’ Board of Trustees has adopted policies and procedures that are reasonably designed to reduce the risk of market timing by fund shareholders. Each fund seeks to deter market timing through several methods. These methods may include: fair
value pricing, imposition of redemption fees and trade activity monitoring. Fair value pricing and redemption fees are discussed more thoroughly in the subsequent pages of this prospectus and are considered to be key elements of the funds’
policy regarding short term or excessive trading. Trade activity monitoring is risk based and seeks to identify patterns of activity in amounts that might be detrimental to the funds.
Although these methods are designed to
discourage market timing, there can be no guarantee that the funds will be able to identify and restrict investors that engage in such activities. In addition, some of these methods are inherently subjective and involve judgment in their
application. Each fund and its service providers seek to make these judgments and applications uniformly and in a manner that they believe is consistent with interests of the fund’s long-term shareholders. The funds may amend these policies
and procedures in response to changing regulatory requirements or to enhance the effectiveness of the program.
The funds and their service providers maintain
risk-based surveillance procedures designed to detect market timing in fund shares in amounts that might be detrimental to the fund. Under these procedures, the funds have requested that service providers to the funds monitor transactional activity
in amounts and frequency determined by each fund to be significant to the fund and in a pattern of activity that potentially could be detrimental to the fund. If a fund, in its sole discretion based on these or other factors, determines that a
shareholder has engaged in market timing, it may refuse to process future purchases or exchanges into the fund by that shareholder. These procedures may be modified from time to time as appropriate to improve the detection of market timing and to
comply with applicable laws.
If trades
are effected through a financial intermediary, each fund or its service providers will work with the intermediary to monitor possible market timing activity. The funds reserve the right to contact the intermediary to provide certain shareholder
transaction information and may require the intermediary to restrict the shareholder from future purchases or exchanges in the funds. Transactions by fund shareholders investing through intermediaries may also be subject to the restrictions of the
intermediary’s own frequent trading policies, which may differ from those of the funds. Each fund may defer to an intermediary’s frequent trading policies with respect to those shareholders who invest in the fund through such
intermediary. Each fund will defer to an intermediary’s policies only after the fund determines that the intermediary’s frequent trading policies are reasonably designed to deter transactional activity in amounts and frequency that are
deemed to be significant to the fund and in a pattern of activity that potentially could be detrimental to the fund. Shareholders should consult with their intermediary to determine if additional frequent trading restrictions apply to their fund
transactions.
The funds reserve the
right to restrict, reject or cancel within a reasonable time, without prior notice, any purchase or exchange order for any reason.
Fair value pricing
The Board of Trustees has
adopted procedures to fair value the funds’ securities when market prices are not “readily available” or are unreliable. For example, a fund may fair value a security when a security is de-listed or its trading is halted or
suspended; when a security’s primary pricing source is unable or unwilling to provide a price; when a security’s primary trading market is closed during regular market hours; or when a security’s value is materially affected by
events occurring after the close of the security’s primary trading market.
By fair valuing securities whose prices may
have been affected by events occurring after the close of trading, the funds seek to establish prices that investors might expect to realize upon the current sales of these securities. This methodology is designed to deter “arbitrage”
market timers, who seek to exploit delays between the change in the value of a fund's portfolio holdings and the net asset value of the fund’s shares, and seeks to help ensure that the prices at which the fund’s shares are purchased and
redeemed are fair and do not result in dilution of shareholder interest or other harm to shareholders.
Each fund makes fair value determinations in
good faith in accordance with the fund’s valuation procedures. Due to the subjective and variable nature of fair value pricing, there can be no assurance that a fund could obtain the fair value assigned to the security upon the sale of such
security.
Redemption fee
Shares redeemed or exchanged within 30 days of
purchase, which shall be calculated to include the 30th day, will be subject to a fee of 2%, which is intended to limit short-term trading in the funds, or to the extent that short-term trading persists, to impose the costs of that type
Investing in the
funds
55
of activity on the shareholders who engage in it. Each fund
treats shares that have been held the longest as being redeemed first. Each fund retains the redemption fees for the benefit of the remaining shareholders. Fund shares purchased with reinvested dividends are not subject to redemption fees. Each fund
reserves the right, in its sole discretion, to waive such fee when, in its judgment, such waiver would be in the best interests of the fund and its long-term shareholders. A fund may waive the redemption fee for retirement plans, wrap or fee-based
programs, charitable giving funds, unregistered separate accounts, redemptions pursuant to rebalancing programs or systematic withdrawal plans established by the fund or financial intermediaries, and registered investment companies and redemptions
initiated by the fund. In addition, certain financial intermediaries may use criteria and methods for tracking, applying and calculating the fees that are different from a fund’s but which the fund, in its discretion, may determine are in the
best interests of the fund and its long-term shareholders. While the funds discourage mutual fund market timing and maintain procedures designed to provide reasonable assurances that such activity will be identified and terminated, including the
imposition of the redemption fee described above, no policy or procedure can guarantee that all such activity will in fact be identified or that such activity can be completely eliminated. The funds reserve the right to modify or eliminate the
redemption fees or waivers at any time.
Large
shareholder redemptions
Certain accounts or Schwab
affiliates may from time to time own (beneficially or of record) or control a significant percentage of a fund’s shares. Redemptions by these shareholders of their holdings in a fund may impact each fund’s liquidity and NAV. These
redemptions may also force a fund to sell securities, which may negatively impact a fund’s brokerage costs.
Customer identification and verification and anti-money
laundering program
Federal law requires
all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open your account, you will have to provide your name, address, date of birth, identification number and other information
that will allow the fund or your financial intermediary to identify you. This information is subject to verification to ensure the identity of all persons opening an account.
Each fund or your financial intermediary is
required by law to reject your new account application if the required identifying information is not provided. The fund or your financial intermediary may contact you in an attempt to collect any missing information required on the application, and
your application may be rejected if they are unable to obtain this information. In certain instances, the fund or your financial intermediary is required to collect documents that will be used solely to establish and verify your identity.
Each fund will accept investments and your
order will be processed at the NAV next determined after receipt of your application in proper form (or upon receipt of all identifying information required on the application). Each fund, however, reserves the right to close and/or liquidate your
account at the then-current day’s price if the fund or your financial intermediary is unable to verify your identity. As a result, you may be subject to a gain or loss on fund shares and will be subject to corresponding tax consequences.
Customer identification and
verification is part of each fund’s overall obligation to deter money laundering under Federal Law. Each fund has adopted an Anti-Money Laundering Compliance Program designed to prevent the fund from being used for money laundering or the
financing of terrorist activities. In this regard, the funds reserve the right to (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in
cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of fund management, they are deemed to be in the best interest of the fund or in cases when the fund is requested or
compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the fund is required to withhold such
proceeds.
Distributions and
taxes
Any investment in a fund typically
involves several tax considerations. The information below is meant as a general summary for U.S. citizens and residents. Please see the funds’ SAI for additional information. Because each person’s tax situation is different, you should
consult your tax advisor about the tax implications of your investment in a fund. You also can visit the Internal Revenue Service (IRS) website at www.irs.gov.
As a shareholder, you are entitled to your
share of the dividends and gains a fund earns. Every year, each fund distributes to its shareholders substantially all of its net investment income and net capital gains, if any. These distributions typically are paid in December to all shareholders
of record, except the Schwab Dividend Equity Fund, which typically makes income distributions at the end of the calendar quarter. During the fourth quarter of the year, typically in early November, an estimate of each fund’s capital gain
distribution, if any, may be made available on the funds’ website: www.csimfunds.com.
Unless you are investing through an IRA,
401(k) or other tax-advantaged retirement account, your fund distributions generally have tax consequences. Each fund’s net investment income and short-term capital gains are distributed as dividends and will be taxable as ordinary income or
qualified dividend income. Dividends that are reported by the fund as qualified dividend income are eligible for a reduced maximum tax rate for individual investors. Qualified dividend income is, in general, dividend income from taxable domestic
corporations
56
Investing in the
funds
and certain foreign corporations. The Schwab Dividend Equity
Fund expects that the majority, or possibly all, of the fund’s ordinary income distributions will be eligible to be treated as qualified dividend income subject to the reduced individual tax rates. Each of the other funds expect that a portion
of each fund’s ordinary income distribution will be eligible to be treated as qualified dividend income subject to the reduced individual tax rates. Other capital gain distributions are taxable as long-term capital gains, regardless of how
long you have held your shares in a fund. The maximum individual rate applicable to “qualified dividend income” and long-term capital gains is generally either 15% or 20%, depending on whether the individual’s income exceeds
certain threshold amounts. Distributions generally are taxable in the tax year in which they are declared, whether you reinvest them or take them in cash.
Generally, any sale or exchange of your shares
is a taxable event. For tax purposes, an exchange of your shares for shares of another Schwab Fund or Laudus MarketMasters Fund is treated the same as a sale. A sale may result in a capital gain or loss for you. The gain or loss generally will be
treated as short term if you held the shares for one year or less, long term if you held the shares longer. The maximum individual rate applicable to long-term capital gains is generally either 15% or 20%, depending on whether the individual’s
income exceeds certain threshold amounts. Any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received (or
deemed received) by you with respect to the shares. All or a portion of any loss realized upon a taxable disposition of shares will be disallowed if you purchase other substantially identical shares within 30 days before or after the disposition. In
such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
An additional 3.8% Medicare tax is imposed on
certain net investment income (including ordinary dividends and capital gain distributions received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of U.S. individuals, estates and trusts to the extent that
such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.
Shareholders in a fund which invests in
non-U.S. securities may have additional tax considerations as a result of foreign tax payments made by the fund. Typically, these payments will reduce the fund’s dividends but if eligible, the fund may elect for these payments to be included
in your taxable income. In such event, you may be able to claim a tax credit or deduction for your portion of foreign taxes paid by the fund.
At the beginning of every year, the funds
provide shareholders with information detailing the tax status of any distributions a fund paid during the previous calendar year. Schwab customers also receive information on distributions and transactions in their monthly account statements.
Prior to January 1, 2012, when
shareholders sold fund shares from a taxable account, they typically received information on their tax forms that calculated their gain or loss using the average cost method. This information was not previously reported to the IRS, and shareholders
had the option of calculating gains or losses using an alternative IRS permitted method. However, in accordance with legislation passed by Congress in 2008, each fund began reporting cost basis information to the IRS for shares purchased on or after
January 1, 2012 and sold thereafter. Shareholders can elect their preferred cost basis method, however, in the absence of an election, a fund will use an average cost basis method. Please consult your tax adviser to determine the appropriate cost
basis method for your particular tax situation and to learn more about how the new cost basis reporting laws apply to you and your investments, including investments made prior to January 1, 2012 and sold thereafter.
A fund may be required to withhold U.S.
federal income tax on all taxable distributions and redemption proceeds payable to shareholders if the shareholders fail to provide the funds with their correct taxpayer identification number or to make required certifications, or if they have been
notified by the IRS that they are subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against U.S. federal income tax liability.
Foreign shareholders may be
subject to different U.S. federal income tax treatment, including withholding tax at the rate of 30% (unless a lower treaty rate applies) on amounts treated as ordinary dividends from the funds, as discussed in more detail in the SAI. Furthermore,
the funds are required to withhold U.S. tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply (or be deemed
compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the funds to
enable the funds to determine whether withholding is required.
Investing in the
funds
57
To learn more
This prospectus contains important information on the funds
and should be read and kept for reference. You also can obtain more information from the following sources:
Annual and semi-annual reports,
which are mailed to current fund investors, contain more information about the funds' holdings and detailed financial information about the funds. Annual reports also contain information from the funds' manager(s),
about strategies, recent market conditions and trends and their impact on fund performance.
The
Statement of Additional
Information (SAI)
includes a more detailed discussion of investment policies and the risks associated with various investments. The SAI is incorporated by reference into the prospectus, making it legally part of the prospectus.
For a free copy of any of these documents or to request
other information or ask questions about the funds, call Schwab Funds
®
at 1-800-435-4000. In addition, you may visit Schwab Funds’ website at
www.csimfunds.com/SchwabFunds_Prospectus for a free copy of a prospectus, SAI or an annual or semi-annual report.
The SAI, the funds' annual and semi-annual
reports and other related materials are available from the EDGAR Database on the SEC’s website (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to
publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the funds, including the funds' SAI, at the SEC’s Public Reference Room in Washington, D.C.
Call 1-202-551-8090 for information on the operation of the SEC’s Public Reference Room.
SEC File Numbers
Schwab
Large-Cap Growth Fund
TM
|
811-7704
|
Schwab
Core Equity Fund
TM
|
811-7704
|
Schwab
®
International Core Equity Fund
|
811-7704
|
Schwab
Dividend Equity Fund
TM
|
811-7704
|
Schwab
Small-Cap Equity Fund
TM
|
811-7704
|
Schwab
Hedged Equity Fund
TM
|
811-7704
|
Schwab
Financial Services Fund
TM
|
811-7704
|
Schwab
Health Care Fund
TM
|
811-7704
|
REG26571-19
Schwab Active Equity Funds
Prospectus
February 25, 2016
Schwab Balanced Fund™
SWOBX
Prospectus
February
25, 2016
As with all mutual funds, the Securities and Exchange
Commission (SEC) has not approved these securities or passed on whether the information in this prospectus is adequate and accurate. Anyone who indicates otherwise is committing a federal crime.
Investment objective
The fund seeks capital growth and
income.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
None
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.07
|
Acquired
fund fees and expenses (AFFE)
1
|
0.62
|
Total
annual fund operating expenses
1
|
0.69
|
Less
expense reduction
|
(0.07)
|
Total
annual fund operating expenses (including AFFE) after expense reduction
1,2
|
0.62
|
1
|
The total fund operating
expenses in the fee table may differ from the expense ratios in the fund's “Financial highlights” because the financial highlights include only the fund's direct operating expenses and do not include acquired fund fees and expenses
(AFFE), which reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds during its prior fiscal year.
|
2
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund's Board of Trustees. This agreement is limited to the portfolio's direct operating expenses and does not apply to AFFE.
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The
example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The figures are based on total annual fund operating expenses (including AFFE) after expense reduction. The
expenses would be the same whether you stayed in the fund or
sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$63
|
$199
|
$346
|
$774
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 5% of the average value of its
portfolio.
Principal investment
strategies
To pursue its goal, the fund
generally invests in a diversified group of other Schwab and/or Laudus Funds (the underlying funds) in accordance with its target portfolio allocation.
The fund’s target allocation is intended to allocate
investments among various asset classes such as equity, fixed income and cash and cash equivalents (including money market funds). Each underlying fund invests its assets in a different segment of the equity or fixed income market in accordance with
its own investment objectives and policies. Normally, the fund invests 55-65% of its assets in equity securities (including stocks and equity funds) and 35-45% in fixed income securities (including bonds and fixed income funds), and cash and cash
equivalents (including money market funds). This allocation is designed to provide a mix of the growth opportunities of stock investing with the income opportunities of bonds and other fixed income securities. Under normal circumstances, the fund
will invest at least 25% of its assets in equity securities and at least 25% of its assets in fixed income securities.
Within the equity fund allocation, the
portfolio manager typically allocates the fund’s investments among underlying large-cap and small-cap stock funds, but may also invest in international stock funds or other equity funds with an international component,
including underlying funds with some exposure to emerging market
securities.
Within the fixed income fund
allocation, the portfolio manager allocates investments among underlying bond funds based on a number of factors including total return potential and the maturities and credit quality of their holdings.
The fund intends to invest in a combination of
underlying funds; however, the fund may invest a portion of its assets directly in equity and fixed income securities, as well as other unaffiliated mutual funds or exchange traded funds (ETFs) to maintain its asset allocations. The underlying funds
may invest in derivatives, principally futures contracts.
For temporary defensive purposes during
unusual economic or market conditions or for liquidity purposes, the fund may invest up to 100% of its assets directly in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such
activities, it may not achieve its investment objective.
Principal risks
The fund is subject to risks, any of which
could cause an investor to lose money. The fund's principal risks include:
Asset Allocation Risk.
The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the
fund to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of interest may exist where the best interests of the affiliated underlying fund may not be aligned with those of the fund or vice versa. However, the investment adviser
is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds.
Market Risk.
Equity and fixed income markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Direct Investment Risk.
The fund may invest a portion of its assets directly in equity and fixed income securities, as well as other mutual funds or ETFs, to maintain its asset allocations. The fund’s direct investment in these securities
is subject to the same or similar risks as an underlying fund’s investment in the same security.
Underlying Fund Investment Risk.
The value of your investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. The fund is
subject to the performance and expenses of the underlying funds in which it invests. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may
invest and the types of investments made by those underlying
funds. These risks include any combination of the risks described below, although the fund’s exposure to a particular risk will be proportionate to the fund’s overall asset allocation and underlying fund allocation.
•
Investment Risk.
The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Management Risk.
Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will
select or allocate assets that could cause the fund to underperform or otherwise not meet its objective. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying
fund, but there can be no guarantee that they will produce the desired results.
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Large- and Mid-Cap Risk.
Both large- and mid-cap stocks tend to go in and out of favor based on market and economic conditions. However, stocks of mid-cap companies tend to be more vulnerable to
adverse business or economic events than larger more established companies. During a period when large- and mid-cap U.S. stocks fall behind other types of investments — small-cap stocks, for instance — an underlying fund’s
performance also will lag those investments.
•
Small-Cap Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks, and their prices may move sharply, especially during market upturns and downturns. Small-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other types of investments — large-cap and mid-cap stocks, for instance —
an underlying fund’s performance also will lag those investments.
•
Growth Investing Risk.
An underlying fund’s investments in growth stocks can be volatile. Growth companies usually invest a high portion of earnings in their businesses and may lack the
dividends of value stocks that can cushion stock prices in a falling market. The prices of growth stocks are based largely on projections of the issuer’s future earnings and
revenues. If a company’s earnings or revenues fall short of
expectations, its stock price may fall dramatically. Growth stocks may also be more expensive relative to their earnings or assets compared to value or other stocks.
•
Fixed Income Risk.
Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank's monetary policy or improving economic
conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund's share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s
share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed
income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below
investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities.
•
Exchange-Traded Fund (ETF) Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's
shares can result in its value being more volatile than the underlying portfolio of securities.
•
Money Market Risk.
The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type
of money market fund is designed to offer capital appreciation.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may be
heightened in connection with investments in emerging markets.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with an
underlying fund’s investments in
emerging market countries and, at times, it may be difficult to value such investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund's use of derivatives could reduce the underlying fund's performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments
in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives
for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security.
•
Leverage Risk.
Certain underlying fund transactions, such as derivatives, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose
an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large
impact on the underlying fund.
•
Liquidity Risk.
An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a
loss.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions
•
Securities Lending Risk.
Certain underlying funds engage in securities lending, which involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower
fails to return the security loaned or becomes insolvent.
•
Mortgage-Backed and Mortgage Pass-Through Securities Risk.
Certain of the mortgage-backed securities in which an underlying fund may invest are not backed by the full faith and credit of the U.S.
government and there can be no assurance that the U.S. government would provide financial support to its agencies or instrumentalities where it was not obligated to do so. Mortgage-backed securities tend to increase in value less than other debt
securities when interest rates decline, but are subject to similar risk of decline in market value during periods of rising interest rates. Because of prepayment and extension risk, mortgage-backed securities react differently to changes in interest
rates than other bonds. Small movements in interest rates—both increases and decreases—may quickly and significantly affect the value of certain mortgage-backed securities. Transactions in mortgage pass-through securities primarily occur
through to be announced (TBA) transactions. Default by or bankruptcy of a counterparty to a TBA transaction would expose an underlying fund to possible losses because of an adverse market action, expenses, or delays in connection with the purchase
or sale of the pools of mortgage pass-through securities specified in the TBA transaction.
•
Mortgage Dollar Rolls Risk.
Mortgage dollar rolls are transactions in which an underlying fund sells mortgage-backed securities to a dealer and simultaneously agrees to repurchase similar
securities in the future at a predetermined price. An underlying fund’s mortgage dollar rolls could lose money if the price of the mortgage-backed securities sold falls below the agreed upon repurchase price, or if the counterparty is unable
to honor the agreement.
For more
information on the risks of investing in the fund please see the
“Fund details”
section in the prospectus.
Performance
The bar chart below shows how
the fund's investment results have varied from year to year, and the following table shows how the fund's average annual total returns for various periods compared to those of two broad based indices and a composite index based on the fund's target
allocations. This information provides some indication of the risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For
current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
From June 3, 2002 to February 28, 2008, the
fund used a manager of managers strategy, and, therefore, its performance during this time does not reflect the fund’s current multi-fund strategy and may have been different if it did.
Annual total returns
(%) as of 12/31
Best Quarter:
10.88% Q3 2009
Worst Quarter:
(11.45%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
Year
|
5
Years
|
10
Years
|
Before
Taxes
|
0.92%
|
8.19%
|
5.39%
|
After
Taxes on Distributions
|
(1.08%)
|
7.14%
|
4.35%
|
After
Taxes on Distributions and Sale of Shares
|
1.64%
|
6.22%
|
4.08%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
S&P
500
®
Index
|
1.38%
|
12.57%
|
7.31%
|
Barclays
U.S. Aggregate Bond Index
|
0.55%
|
3.25%
|
4.51%
|
Balanced
Blended Index
1
|
0.78%
|
8.62%
|
6.32%
|
1
|
The Balanced Blended Index is
a custom blended index developed by Charles Schwab Investment Management, Inc. that effective August 1, 2013 is composed of 50% S&P 500
®
Index,
10% Russell 2000
®
Index, 25% Barclays U.S. Aggregate Bond Index, 12% Barclays U.S. Intermediate Aggregate Bond Index, and 3% Barclays U.S. Treasury
Bills: 1-3 Months Index. Prior to August 1, 2013 the Balanced Blended Index was composed of 60% S&P 500
®
Index and 40% Barclays U.S. Aggregate
Bond Index. The components that make up the composite may vary over time.
|
The after-tax figures reflect
the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not
relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other returns
due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since February 2012.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund's transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services,
Attn: Schwab
Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The fund may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
This section provides
additional details about the fund's investment objectives, strategies and risks described at the front of the prospectus. The fund seeks to achieve its investment objectives by primarily investing in other Schwab and/or Laudus Funds and to a lesser
degree in unaffiliated third party mutual funds (the underlying funds). These underlying funds will include equity, fixed income and money market funds and will be used by the fund to meet its target allocations and investment style. Because the
fund primarily invests in other funds rather than in individual stocks and bonds, the fund is considered a “fund of funds.” A fund of funds bears its own direct expenses in addition to bearing a proportionate share of the expenses
charged by the underlying funds in which it invests.
Investment objective, strategies and risks
Investment objective
The fund seeks capital growth and income.
There is no guarantee that the fund will achieve its investment objective.
Investment strategy
To pursue its goal, the fund
generally invests in a diversified group of other Schwab and/or Laudus Funds (the underlying funds) in accordance with its target portfolio allocations.
The fund’s target allocation is intended to allocate
investments among various asset classes such as equity, fixed income and cash and cash equivalents (including money market funds).
The fund mainly invests in equity and fixed
income funds, which the adviser chooses within the framework of an asset allocation strategy. Based on analysis of economic outlooks and market conditions, the adviser determines whether and how much to adjust the fund’s allocation.
Within the underlying equity fund allocation,
the portfolio manager typically allocates the fund’s investments among large-cap and small-cap stock funds, but may also invest in international stock funds or other equity funds with an international component, including funds with some
exposure to emerging market securities.
Within the underlying fixed income fund
allocation, the portfolio manager allocates investments among bond funds based on a number of factors including total return potential and the maturities and credit quality of their holdings.
The fund intends to invest in a combination of
underlying funds; however, the fund may invest directly in equity and fixed income securities and other unaffiliated mutual funds or ETFs to maintain its asset allocations. The underlying funds also may invest in derivatives, including futures
contracts and short sales. For temporary defensive purposes during unusual economic or market conditions or for liquidity purposes, the fund may invest up to 100% of its assets directly in cash, money market instruments, repurchase agreements and
other short-term obligations. When the fund engages in such activities, it may not achieve its investment objective.
Asset allocation and investment strategies
Asset allocation is a strategy of investing
specific percentages of the fund in various asset classes.
Normally, the fund invests 55-65% of its
assets in equity securities (including stocks and equity funds) and 35-45% in fixed income securities (including bonds and fixed income funds), and cash or cash equivalents (including money market funds). This allocation is designed to provide a mix
of the growth opportunities of stock investing with the income opportunities of bonds and other fixed income securities. Under normal circumstances, the fund will invest at least 25% of its assets in fixed income securities and at least 25% of its
assets in equity securities.
Each
underlying fund focuses on a different segment of the equity or fixed income market. The following are the fund’s current underlying funds and each underlying fund’s investment objective and strategy, listed according to their
corresponding category in the fund’s asset allocation.
|
Objective/Strategy
|
|
Equity Funds
|
Schwab
Core Equity Fund
|
Seeks
long-term capital growth. The fund invests, under normal circumstances, at least 80% of its net assets in equity securities of U.S. companies. The fund expects to hold the common stocks of U.S. companies that have market capitalizations of
approximately $500 million or more. Through a portfolio optimization process, the fund seeks to assemble a portfolio with long-term performance that will exceed that of the S&P 500
®
Index.
|
|
Laudus
Small-Cap MarketMasters Fund
|
Seeks
long-term capital appreciation. Under normal circumstances, the fund invests at least 80% of its net assets in equity securities of companies with small market capitalizations or investments with similar economic characteristics, such as futures.
Companies with small market capitalizations generally are those with market capitalizations of $2.5 billion or less but may include companies with market capitalizations of up to $5 billion so long as the purchase of those securities would not cause
the average weighted market capitalization of the fund to exceed $3 billion.
|
|
|
Objective/Strategy
|
|
Laudus
U.S. Large Cap Growth Fund
|
Seeks
long-term capital appreciation. Under normal circumstances, the fund invests at least 80% of its net assets (plus borrowings for investment purposes, if any) in equity securities of U.S. large capitalization companies. The fund defines large
capitalization companies as those with a market capitalization of at least $3 billion at the time of investment. In addition, up to 20% of the fund’s net assets may be invested in foreign equity securities. Investments in equity securities
include common stock and preferred stock. The fund may, but is not required to, use derivative instruments for risk management purposes or as part of the fund’s investment strategies. When selecting securities for the fund, the fund’s
subadviser considers earnings revision trends, expected earnings growth rates, sales acceleration, price earnings multiples and positive stock price momentum.
|
|
Fixed Income Funds
|
Schwab
Total Bond Market Fund
|
Seeks
high current income by tracking the performance of the Barclays U.S. Aggregate Bond Index (Barclays Index). The fund normally invests at least 80% of its net assets in debt instruments of varying maturities. The fund invests primarily in investment
grade instruments. The fund may invest in fixed-, variable- or floating-rate debt instruments. The fund also may invest in debt instruments of domestic and foreign issuers, including mortgage-backed or asset-backed securities.
|
Schwab
Intermediate–Term Bond Fund
|
Seeks
total return. Under normal circumstances, the fund invests at least 80% of its net assets (net assets plus borrowings for investment purposes) in debt instruments. The fund invests primarily in fixed income instruments issued by the U.S.
government, its agencies or instrumentalities, and U.S. companies and entities. The fund may also invest in U.S. dollar denominated fixed income instruments issued by non-U.S. and emerging market governments, governmental agencies, companies and
entities and supranational entities. Under normal circumstances, the dollar-weighted average maturity of the fund’s portfolio is expected to be between three years and ten years. The fund may invest in fixed-, variable- or floating-rate bonds
of any kind, including, government and agency bonds, corporate bonds, commercial and residential mortgage-backed securities, collateralized mortgage obligations, asset-backed securities, hybrid securities, and preferred securities. The fund invests
at least 75% of its net assets in investment grade bonds as rated by independent rating agencies, or if unrated, determined by the investment adviser to be of comparable quality. The fund may also invest up to 10% of its net assets in bonds rated
below investment grade (sometimes called junk bonds) or their unrated equivalents as determined by the investment adviser. The fund may invest in bonds having ultra-short, short-, intermediate- and long-term maturities.
|
Money Market Funds
|
Schwab
Variable Share Price Money Fund
|
Seeks
current income consistent with stability of capital and liquidity. The fund invests in high-quality short-term money market investments issued by U.S. and foreign issuers. Unlike a traditional stable share price money market fund, the fund will not
use the amortized cost method of valuation or round the per share net asset value (NAV) to the nearest whole cent and does not seek to maintain a stable share price. As a result, the fund's share price, which is its NAV, will vary and reflect the
effects of unrealized appreciation and depreciation and realized losses and gains.
|
More information about principal investment risks
The fund is subject to risks, any of which
could cause an investor to lose money. Principal risks of the fund include:
Asset Allocation Risk.
The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund's assets among the various asset classes and market segments will cause the fund
to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of interest may exist.
For example, the investment adviser’s decisions to cause the fund to purchase or redeem shares of an affiliated underlying fund
could be
influenced by its belief that an affiliated underlying fund may
benefit from additional assets or that it is in the best interests of the affiliated underlying fund to limit purchases of shares of the underlying fund. In such cases, the best interests of the affiliated underlying fund may not be aligned with
those of the fund or vice versa. However, the investment adviser is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
ETF Risk.
ETFs generally are
investment companies whose shares are bought and sold on a securities exchange. The fund may purchase shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. When the fund
invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a proportionate share of the ETF’s expenses. Therefore, it may be more costly to own an ETF than to own the underlying securities
directly. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in the market for an ETF's shares can result in its value being more
volatile than the underlying portfolio securities.
Direct Investment Risk.
The fund may invest a portion of its assets directly in equity and fixed income securities, as well as other mutual funds or ETFs to maintain its asset allocations. The fund’s direct investment in these securities
is subject to the same or similar risks as an underlying fund’s investment in the same security.
Underlying Fund Investment Risk.
The value of your investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. The fund is
subject to the performance and expenses of the underlying funds in which it invests. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made
by those underlying funds. These risks include any combination of the risks described below, although the fund’s exposure to a particular risk will be proportionate to the fund’s overall asset allocation and underlying fund
allocation.
•
Investment Risk.
The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Management Risk.
Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its
investment adviser (or sub-adviser(s)) will select or allocate assets that could cause the fund to underperform or otherwise not meet its objective. An underlying fund’s adviser applies its own investment techniques and risk analyses in making
investment decisions for the fund, but there can be no guarantee that they will produce the desired results. In addition, with respect to certain of the underlying funds, the investment adviser makes investment decisions for the fund using a
strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce the desired results in the future. In addition, the portfolio optimization processes used by some underlying funds
to assist in constructing the underlying fund’s portfolio does not assure successful investments. As a result, the underlying fund may have a lower return that if it were managed using another process or strategy.
•
Equity Risk.
The prices of equity securities in which the underlying funds invest rise and fall daily. These price movements may result from factors affecting individual companies, industries or
the securities market as a whole. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In
addition, the equity market tends to move in cycles, which may cause stock prices to fall over short or extended periods of time. Due to their fixed income features, preferred stocks provide higher income potential than issuers’ common stocks,
but typically are more sensitive to interest rate changes than the underlying common stock. The rights of common stockholders are generally subordinate to the rights associated with an issuer’s preferred stocks and the rights of preferred
stockholders are generally subordinate to the rights associated with an issuer’s debt securities on the distribution of an issuer’s assets in the event of a liquidation.
•
Large- and Mid-Cap Risk
.
An underlying fund’s investments in large- and mid-cap companies will reflect the risks associated with the large-cap and
mid-cap segments of the stock market. Both large-cap and mid-cap stocks tend to go in and out of favor based on market and economic conditions. However, stocks of mid-cap companies tend to be more volatile than those of large-cap companies because
mid-cap companies tend to be more susceptible to adverse business or economic events than larger more established companies. During a period when large- and mid-cap stocks fall behind other types of investments — small-cap stocks, for instance
— an underlying fund’s performance also will lag those investments.
•
Small-Cap Risk
.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks. Accordingly, underlying funds that invest in small-cap
securities may be more volatile than underlying funds that invest in large- and mid-cap securities. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements and may move sharply,
especially during market upturns and downturns. Small-cap companies themselves may be more vulnerable to adverse business or economic events than larger, more established companies. In addition, smaller companies may have limited financial
resources, product lines and markets, and their securities may trade less frequently and in more limited volumes than the securities of larger companies. Further, smaller companies may have less publicly available information and, when available, it
may be inaccurate or incomplete. During a period when small-cap stocks fall behind other types of investments — large-cap stocks, for instance — an underlying fund’s performance also will lag those investments.
•
Growth Investing Risk
.
Certain of the underlying funds pursue a “growth style” of investing. Growth stocks can be volatile for several reasons.
Since growth companies usually invest a high portion of earnings in their businesses, they may lack the dividends of value stocks that can cushion stock prices in a falling market. The prices of growth stocks are based largely on projections of the
issuer’s future earnings and revenues. If a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically. Growth stocks may also be more expensive relative to their earnings or assets compared to value
or other stocks.
•
Interest Rate Risk
.
An underlying fund’s investments in fixed income securities are subject to the risk that interest rates may rise and fall over
time. As with any investment whose yield reflects current interest rates, an underlying fund’s yield will change over time. During periods when interest rates are low, an underlying fund’s yield (and total return) also may be low.
Changes in interest rates also may affect an underlying fund’s share price: a sharp rise in interest rates could cause the fund’s share price to fall. This risk is greater when the underlying fund holds bonds with longer maturities. An
underlying fund may also lose money if interest rates rise sharply. The longer an underlying fund's portfolio duration, the more sensitive to interest rate movements its share price is likely to be. A change in a central bank’s monetary policy
or improving economic conditions, among other things, may result in an increase in interest rates. Rising interest rates may decrease liquidity in the fixed income securities markets, making it more difficult for an underlying fund to sell its fixed
income securities holdings at a time when the investment adviser might wish to sell such securities. In addition, decreased market liquidity also may make it more difficult to value some or all of an underlying fund’s fixed income securities
holdings. To the extent that the investment adviser (or sub-adviser(s)) of an underlying fund anticipates interest rate trends imprecisely, the underlying fund could miss yield opportunities or its share price could fall. Inflation-protected
securities may react differently to interest rate changes than other types of debt securities and, as discussed below, tend to react to changes in “real” interest rates.
•
Credit Risk.
Certain of the underlying funds are subject to the risk that a decline in the credit quality of a portfolio investment could cause the
fund’s share price to fall. The underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its
obligations. The negative perceptions of an issuer’s ability to make such payments could also cause the price of that investment to decline. The credit quality of an underlying fund’s portfolio holdings can change rapidly in certain
market environments and any default on the part of a single portfolio investment could cause the underlying fund’s share price or yield to fall. Below investment-grade bonds (junk bonds) involve greater risks of default or downgrade and are
more volatile than investment-grade bonds. Below investment-grade bonds also involve greater risk of price declines than investment-grade securities due to actual or perceived changes in an issuer’s creditworthiness. In addition, issuers of
below investment-grade bonds may be more susceptible than other issuers to economic downturns. Such bonds are subject to the risk that the issuer may not be able to pay interest or dividends and ultimately to repay principal upon maturity.
Discontinuation of these payments could substantially adversely affect the market value of the bonds.
•
Prepayment and Extension Risk.
An underlying fund’s investments in fixed income securities are subject to the risk that the securities may be paid off earlier or later than expected. Either
situation could cause the underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. In addition, rising interest rates tend to extend the duration of certain fixed income
securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, an underlying fund that holds these securities may exhibit additional volatility. This is known as extension risk. When interest
rates decline, borrowers may pay off their fixed income securities sooner than expected. This can reduce the returns of an underlying fund because the fund will have to reinvest that money at the lower prevailing interest rates. This is known as
prepayment risk.
•
Money Market Fund Risk.
In addition to the risks discussed under “Investment Risk” above, an investment by the fund in an underlying money market fund has additional risks. The fund may
invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market
funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing such a money market fund. Because the share price of an underlying variable share
price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. In
exchange for their emphasis on stability and liquidity, money market investments may offer lower long-term performance than stock or bond investments.
•
U.S. Government Securities Risk.
Some of the U.S. government securities that the underlying funds invest in are not backed by the full faith and credit of the
United States government, which means they are neither issued nor guaranteed by the U.S. Treasury. Issuers such as the Federal Home Loan Banks (FHLB) maintain limited access to credit lines from the U.S. Treasury. Other securities, such as
obligations issued by the Federal Farm Credit Banks Funding Corporation (FFCB), are supported solely by the credit of the issuer. There can be no assurance that the U.S. government will provide financial support to securities of its agencies and
instrumentalities if it is not obligated to do so under law. Also, any government guarantees on securities the underlying fund owns do not extend to shares of the underlying fund itself. On September 7, 2008, the U.S. Treasury announced a federal
takeover of Fannie Mae and Freddie Mac, placing the two federal instrumentalities in conservatorship. The actions of the U.S. Treasury are intended to ensure that Fannie Mae and Freddie Mac maintain a positive net worth and meet their financial
obligations, preventing mandatory triggering of receivership. No assurance can be given that the U.S. Treasury initiatives will be successful.
•
ETF Risk.
When an underlying fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses.
Therefore, it may be more costly to own an ETF than to own the underlying securities directly. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack
of liquidity in an ETF can result in its value being more volatile than the underlying portfolio securities.
•
Foreign Investment Risk
.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those
associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions, or changes in currency exchange rates or exchange control regulations (including
limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures;
and higher transaction costs. In certain countries, legal remedies available to investors may be more limited than those available with respect to investments in the United States. The securities of some foreign companies may be less liquid and, at
times, more volatile than securities of comparable U.S. companies. An underlying fund with foreign investments may also experience more rapid or extreme changes in value as compared to a fund that invests solely in securities of U.S. companies
because the securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. These risks may negatively impact the value or liquidity of an underlying fund’s
investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. These risks may be heightened in connection with investments in emerging markets. Foreign
securities also include American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs), and European Depositary Receipts (EDRs), which are receipts issued by U.S. and foreign banks that represent shares of foreign-based corporations.
Investment in ADRs, GDRs and EDRs may be less liquid than the underlying shares in their primary trading market and GDRs, many of which are issued by companies in emerging markets, may be more volatile. To the extent an underlying fund’s
investments in a single country or a limited number of countries represent a larger percentage of the underlying fund’s assets, the underlying fund’s performance may be adversely affected by the economic, political and social conditions
in those countries and it may be subject to increased price volatility. During any period when foreign securities underperform other types of investments — U.S. securities, for instance — an underlying fund’s performance also will
lag those investments.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market
countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. It is sometimes difficult to obtain and enforce court judgments in such countries, and there is often a greater
potential for nationalization, expropriation, confiscatory taxation, government regulation, social instability or diplomatic developments (including war), which could adversely affect the economies of emerging market countries or investments in the
securities of issuers located in such countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased
risk of price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such
investments.
•
Currency Risk.
As a result of certain underlying funds’ investments in securities denominated in, and/or receiving revenues in, foreign currencies,
these underlying funds will be subject to currency risk. This is the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the
currency hedged. In either event, the dollar value of an underlying fund’s investment would be adversely affected. Currency exchange rates may fluctuate in response to factors extrinsic to that country’s economy, which makes the
forecasting of currency market movements difficult. Currency rates in non-U.S. countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by
governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to an underlying fund
if it is unable to deliver or receive currency or monies in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transactions costs. Forward
contracts on foreign currencies are not traded on exchanges; rather, a bank or dealer will act as agent or principal in order to make or take future delivery of a specified lot of a particular currency for the underlying fund’s account. An
underlying fund is subject to the risk of a principal’s failure, inability or refusal to perform with respect to such contracts.
•
Liquidity Risk.
Liquidity risk exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may
become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In addition, dealer inventories of certain securities – an indication of the
ability of dealers to engage in “market making” – are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity. In such cases, an underlying fund, due to limitations on investments
in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or
sector. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large shareholder redemptions may
impact the ability of an underlying fund to meet redemption requests within the required time period. In order to meet such redemption requests, the underlying fund may be forced to sell securities at inopportune times or prices.
•
Derivatives Risk.
An underlying fund may use derivatives to enhance returns or hedge against market declines. Examples of derivatives are options, futures, options on futures and swaps. An option
is the right to buy or sell an instrument at a specific price before a specific date. A future is an agreement to buy or sell a financial instrument at a specific price on a specific day. A swap is an agreement whereby two parties agree to exchange
payment streams calculated in relation to a rate, index, instrument or certain securities and a predetermined amount. A credit default swap is an agreement in which the seller agrees to make a payment to the buyer in the event of a specified credit
event in exchange for a fixed payment or series of fixed payments.
An
underlying fund’s use of derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as credit risk,
leverage risk, liquidity risk, market risk and management risk, are discussed elsewhere in this section. An underlying fund’s use of derivatives is also subject to lack of availability risk, valuation risk, correlation risk and tax risk. Lack
of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation
risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause an underlying fund to realize higher amounts of short-term
capital gain. An underlying fund's use of derivatives could reduce the underlying fund's performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. The use of derivatives that are subject to
regulation by the Commodity Futures Trading Commission (CFTC) by an underlying fund could cause a fund to become a commodity pool, which would require the fund to comply with certain CFTC rules.
•
Leverage Risk.
Certain underlying fund transactions, such as derivatives, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose
the underlying fund to greater risk. In a reverse repurchase agreement, the underlying fund would sell a security and enter into an agreement to repurchase the security at a specified future date and price. Leverage tends to magnify the effect of
any decrease or increase in the value of the underlying fund’s portfolio securities. The use of leverage may cause the underlying fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its
obligations.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
•
Securities Lending Risk
.
Certain underlying funds may lend their portfolio securities to brokers, dealers, and other financial institutions provided a number
of conditions are satisfied, including that the loan is fully collateralized. When an underlying fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the underlying
fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. An
underlying fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay lending fees to a party arranging the loan.
•
Investment Style Risk
.
An underlying fund’s investment style may impact the performance of the fund. Certain underlying funds seek to track the
performance of various segments of the stock market, as measured by their respective indices. For example, an underlying fund that follows the performance of the index during upturns as well as downturns does not take steps to reduce market exposure
or to lessen the effects of a declining market. In addition, because of an underlying fund’s expenses, the underlying fund’s performance is normally below that of the index. For other underlying funds the investment managers attempt to
reduce the impact of the performance of any given investment style by investing in both value and growth style stocks. But whenever value stocks fall out of favor with investors, they may underperform growth stocks, and vice versa. In addition, an
underlying fund may have an investment style that favors certain types of investments over others. As a result, such an underlying fund may underperform funds that do not limit their investments to the particular type of investment.
•
Tracking Error Risk
.
Certain underlying funds seek to track the performance of their benchmark indices, although they may not be successful in doing so. The
divergence between the performance of an underlying fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, an underlying fund
may not invest in certain securities in its benchmark index, or match the securities’ weighting to the benchmark, due to regulatory, operational, custodial or liquidity constraints, which may result in tracking error. An underlying fund may
attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of an underlying fund, operating expenses and trading
costs all affect the ability of the fund to match the performance of its benchmark index, because the benchmark index does not have to manage cash flows and does not incur any costs.
•
High Yield Risk
.
Certain underlying funds that invest in high yield securities and unrated securities of similar credit quality (sometimes called junk bonds)
may be subject to greater levels of credit and liquidity risk than underlying funds that do not invest in such securities. These securities are considered predominately speculative with respect to the issuer’s continuing ability to make
principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce an underlying fund’s ability to sell these securities (liquidity risk). If the issuer of
a security is in default with respect to interest or principal payments, an underlying fund may lose its entire investment. Because of the risks involved in investing in high yield securities, an investment in an underlying fund that invests in such
securities should be considered speculative.
•
Real Estate Investment Trusts (REITs) Risk.
Certain of the underlying funds invest in REITs. An underlying fund’s investments in REITs will be subject to the risks associated with the direct
ownership of real estate. Risks commonly associated with the direct ownership of real estate include fluctuations in the value of underlying properties, defaults by borrowers or tenants, access to capital, changes in interest rates and risks related
to general or local economic conditions. In addition to the risks associated with investing in securities of real estate companies and real estate related companies, REITs are subject to certain additional risks. Equity REITs may be affected by
changes in the value of the underlying properties owned by the trusts, and mortgage REITs may be affected by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and may have their investments in
relatively few properties, or in a small geographic area or a single property type. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax free
pass-through of income under the Internal Revenue Code, or to maintain their exemptions from registration under the Investment Company Act of 1940. The failure of a company to qualify as a REIT under federal tax law may have adverse consequences to
an underlying fund that invests in that REIT. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience
delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, REITs have their own expenses, and an underlying fund that invests in REITs will bear a proportionate
share of those expenses. Additionally, dividends paid by REITs are taxed as ordinary income and generally do not qualify for the preferential rate applicable to qualified dividend income.
•
Mortgage Dollar Rolls Risk.
Mortgage dollar rolls are transactions in which an underlying fund sells mortgage-backed securities to a dealer and simultaneously
agrees to repurchase similar securities in the future at a predetermined price. An underlying fund’s mortgage dollar rolls could lose money if the price of the mortgage-backed securities sold falls below the agreed upon repurchase price, or if
the counterparty is unable to honor the agreement.
•
Mortgage-Backed and Mortgage Pass-Through Securities Risk.
Certain of the mortgage-backed securities in which an underlying fund may invest are not backed by
the full faith and credit of the U.S. government, and there can be no assurance that the U.S. government would provide financial support to its agencies or instrumentalities where it was not obligated to do so. Mortgage-backed securities tend to
increase in value less than other debt securities when interest rates decline, but are subject to similar risk of decline in market value during periods of rising interest rates. Because of prepayment and extension risk, mortgage-backed securities
react differently to changes in interest rates than other bonds. Small movements in interest rates — both increases and decreases — may quickly and significantly affect the value of certain mortgage-backed securities. Transactions in
mortgage pass-through securities primarily occur through to be announced (TBA) transactions. Default by or bankruptcy of a counterparty to a TBA transaction would expose an underlying fund to possible losses because of an adverse market action,
expenses, or delays in connection with the purchase or sale of the pools of mortgage pass-through securities specified in the TBA transaction.
•
Multi-Manager Risk.
Certain underlying funds may have multiple investment managers. Although the investment adviser monitors and seeks to coordinate the overall management of an underlying fund,
each investment manager makes investment decisions independently, and it is possible that the investment styles of the investment managers may not complement one another. As a result, an underlying fund’s exposure to a given region, country,
stock, industry or investment style could unintentionally be smaller or larger than if the underlying fund had a single manager.
•
Repurchase Agreements Risk
.
When an underlying fund enters into a repurchase agreement, the underlying fund is exposed to the risk that the other party
(i.e., the counter-party) will not fulfill its contractual obligation. In a repurchase agreement, there exists the risk that, when an underlying fund buys a security from a counter-party that agrees to repurchase the security at an agreed upon price
(usually higher) and time, the counter-party will not repurchase the security. These risks are magnified to the extent that a repurchase agreement is secured by collateral other than cash and government securities, such as debt securities, equity
securities and high yield securities that are rated below investment grade (Alternative Collateral). High yield securities that are used as Alternative Collateral are subject to greater levels of credit and liquidity risk, and are considered
primarily speculative with respect to the issuer’s continuing ability to make principal and interest payments. Alternative Collateral may be subject to greater price volatility and may be more volatile or less liquid than other types of
collateral, increasing the risk that an underlying fund will be unable to recover fully in the event of a counterparty’s default.
•
Redemption Risk
.
An underlying money market fund may experience periods of heavy redemptions that could cause the underlying money market fund to liquidate
its assets at inopportune times or at a loss or depressed value, particularly during periods of declining or illiquid markets. Redemptions by a few large investors in an underlying money market fund may have a significant adverse effect on the
underlying fund’s ability to maintain a stable $1.00 share price. In the event any money market fund fails to maintain a stable net asset value, other money market funds, including an underlying money market fund, could face a market-wide risk
of increased redemption pressures, potentially jeopardizing the stability of their $1.00 share prices.
•
Regulatory Risk.
The SEC and other regulators may adopt additional money market fund regulations in the future, which may impact the operation, performance and expenses of the an underlying money
market fund. As of the date of this prospectus, the SEC recently adopted changes to the rules governing SEC-registered money market funds and has proposed additional rule changes that would impact SEC-registered money market funds. Recent and future
legislative and regulatory changes also may impact the securities and markets in which the an underlying money market fund may invest, which could impact an underlying money market fund’s investment strategies.
Portfolio holdings
The fund may make various types
of portfolio securities information available to shareholders. The fund post a detailed list of the securities held by the fund's at www.csimfunds.com/SchwabFunds_Prospectus (under “Portfolio Holdings”) as of the most recent calendar
quarter-end. This list is generally updated approximately 15-20 days after the end of the calendar quarter remaining posted until at least the following calendar quarter. The fund also post in the fund summary section of the website and on fund fact
sheets certain summary portfolio attributes, including top ten holdings, approximately 5-25 days after the end of the calendar quarter. The fund may exclude any portion of these portfolio holdings from publication when deemed in the best interest of
the fund. Further information regarding the fund's policy and procedures on the disclosure of portfolio holdings is available in the Statement of Additional Information (SAI).
This section provides further
details about the fund's financial history for the past five years. Certain information reflects financial results for a single fund share. “Total return” shows the percentage that an investor in the fund would have earned or lost during
a given period, assuming all distributions were reinvested. The fund's independent registered public accounting firm, PricewaterhouseCoopers LLP, audited these figures. Their full report is included in the fund's annual report (see back
cover).
Schwab Balanced Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
15.56
|
$14.28
|
$12.51
|
$11.61
|
$11.00
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
1
|
0.18
|
0.16
|
0.14
|
0.19
|
0.17
|
|
Net
realized and unrealized gains (losses)
|
0.42
|
1.33
|
1.85
|
0.88
|
0.63
|
|
Total
from investment operations
|
0.60
|
1.49
|
1.99
|
1.07
|
0.80
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.34)
|
(0.21)
|
(0.22)
|
(0.17)
|
(0.19)
|
|
Distributions
from net realized gains
|
(0.42)
|
—
|
—
|
—
|
—
|
|
Total
distributions
|
(0.76)
|
(0.21)
|
(0.22)
|
(0.17)
|
(0.19)
|
|
Net
asset value at end of period
|
$15.40
|
$15.56
|
$14.28
|
$12.51
|
$11.61
|
|
Total
return
|
3.95%
|
10.52%
|
16.13%
|
9.36%
|
7.28%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
2
,
3
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
|
Gross
operating expenses
2
|
0.07%
|
0.09%
|
0.10%
|
0.16%
|
0.16%
|
|
Net
investment income (loss)
|
1.18%
|
1.09%
|
1.06%
|
1.54%
|
1.52%
|
|
Portfolio
turnover rate
|
5%
|
27%
|
33%
|
38%
|
53%
|
|
Net
assets, end of period (x 1,000,000)
|
$
305
|
$
202
|
$
165
|
$
117
|
$
109
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
3
Less than 0.005%; the
ratio of net operating expenses would have been 0.00%, if certain non-routine expenses and/or interest expense had not been incurred.
The investment adviser for the
fund is Charles Schwab Investment Management, Inc., (CSIM or the investment adviser), 211 Main Street, San Francisco, CA 94105. CSIM was founded in 1989 and, as of January 31, 2016, managed approximately $277 billion in assets.
As the investment adviser, CSIM oversees the
asset management and administration of the fund. The firm currently does not receive a fee for the services it performs for the Schwab Balanced Fund. However, the firm is entitled to receive an annual management fee from each of the underlying
funds.
A discussion regarding the
basis for the Board of Trustees’ approval of the fund's investment advisory agreement is available in the fund's 2015 annual report, which covers the period of November 1, 2014 through October 31, 2015.
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, leads the portfolio management team and has overall responsibility for all aspects of the management of the fund. She was appointed portfolio manager of the
fund in February 2012. Prior to joining CSIM in 2012, Ms. Tang was a product manager at Thomson Reuters and, from 1997 to 2009, worked as a portfolio manager at Barclays Global Investors, which was subsequently acquired by BlackRock.
Additional information about the
portfolio manager's compensation, other accounts managed by the portfolio manager and the portfolio manager's ownership of securities in the fund is available in the SAI.
In this section, you will find information on
buying, selling and exchanging shares. You may invest in the fund through an intermediary by placing orders through your brokerage account at Charles Schwab & Co., Inc. (Schwab) or an account with another broker/dealer, investment adviser,
401(k) plan, employee benefit plan, administrator, bank, or other financial intermediary (intermediary) that is authorized to accept orders on behalf of the fund (intermediary orders). Eligible Investors (as defined herein) may invest directly in
the fund by placing orders through the fund's transfer agent (direct orders). You also will see how to choose a distribution option for your investment. Helpful information on taxes is included as well.
Investing through a financial intermediary
Placing orders through your intermediary
When you place orders through Schwab or other
intermediary, you are not placing your orders directly with the fund, and you must follow Schwab’s or the other intermediary’s transaction procedures. Your intermediary may impose different or additional conditions than the fund on
purchases, redemptions and exchanges of fund shares. These differences may include initial, subsequent and maintenance investment requirements, exchange policies, fund choices, cut-off times for investment and trading restrictions. Your intermediary
may independently establish and charge its customers transaction fees, account fees and other fees in addition to the fees charged by the fund. These additional fees may vary over time and would increase the cost of your investment and lower
investment returns. You should consult your intermediary directly for information regarding these conditions and fees. The fund is not responsible for the failure of your intermediary to carry out its responsibilities.
Only certain intermediaries are authorized to
accept orders on behalf of the fund. If your fund shares are no longer held by an authorized intermediary, the fund may impose restrictions on your ability to manage or maintain your shares. For example, you will not be able to place orders to
purchase additional shares. To remove these restrictions, you have two options. First, you may move your shares to Schwab or another intermediary that is authorized to accept fund orders. Second, you may maintain a direct account with the fund if
you meet the eligibility requirements for placing direct orders and your completed account application and supporting documentation is returned to and accepted by the fund’s transfer agent, Boston Financial Data Services (transfer agent). The
eligibility requirements and instructions for submitting an account application are set forth in the “Investing directly with the fund” section of the prospectus. If you do not exercise one of these options within ninety days, the fund
reserves the right to redeem your shares.
Buying,
selling and exchanging shares through an intermediary
To purchase, redeem or exchange shares held in
your Schwab account or in your account at another intermediary, you must place your orders with the intermediary that holds your shares. You may not purchase, redeem or exchange shares held in your intermediary account directly with the fund.
When selling or exchanging shares, you should
be aware of the following fund policies:
•The fund may take up
to seven days to pay sale proceeds.
•The fund reserves
the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses in converting these
securities to cash.
•Exchange
orders are limited to other Schwab Funds
®
that are not Sweep Investments
®
or Laudus MarketMasters Funds
®
and must meet the
minimum investment and other requirements for the fund and share class into which you are exchanging.
•You must obtain and
read the prospectus for the fund into which you are exchanging prior to placing your order.
Investing directly with the fund
Investor eligibility requirements for placing direct
orders
Only Eligible Investors (as
defined below) may purchase shares directly from the fund’s transfer agent, Boston Financial Data Services. Eligible Investors include, but are not limited to, qualified and non-qualified employee benefit plans (including but not limited to
defined benefit plans, defined contribution plans, 401(k) plans), foundations and endowments, banks, trusts, investment companies and corporate capital and cash management accounts. Eligible Investors may also be shareholders who receive shares of a
Schwab Fund as a result of a reorganization of a fund. The fund reserves the right to determine which potential investors qualify as Eligible Investors. Shares held by a non-Eligible Investor directly with the fund are subject to involuntary
redemption by the fund.
Opening an account to place direct orders
You must satisfy the investor eligibility
requirements for direct order clients in order to place direct orders for the fund’s shares. Eligible Investors must open an account with the fund through the fund’s transfer agent, prior to placing direct orders. You may obtain an
account application by calling the transfer agent at 1-800-407-0256. Your completed application and supporting documents must be returned to, and accepted by, the transfer agent before you can place direct orders. You cannot place direct orders
through your Schwab account or through your account at another intermediary.
Initial and additional direct purchases by wire
Subject to acceptance by the
fund, you may make your initial purchase and any additional purchases of shares by wiring federal funds to the transfer agent. If you have not yet opened an account with the fund, you must fax a signed, hard copy of the completed account application
and all supporting documents to the transfer agent at 1-816-218-0490. You must call the transfer agent at 1-800-407-0256 prior to the close of the fund (generally 4:00 p.m. Eastern time or the close of the New York Stock Exchange (NYSE)) to place
your order and to receive wire instructions. Orders received by the transfer agent in good order on or prior to the close of the fund will be processed at the net asset value per share of the fund for that day. Your wired funds must be received and
accepted by the transfer agent prior to 6:00 p.m. Eastern time or the deadline for the Fedwire Funds Service for initiating third party transfers, whichever is earlier, on the day your purchase order is placed. Please call the transfer agent at
1-800-407-0256 if you have any questions or need additional information.
Initial and additional direct purchases by mail
Subject to acceptance by the fund, you may
open an account and make your initial purchase and any additional purchases of the fund’s shares by mail. To open an account by mail, complete and sign the account application and mail the account application, all supporting documents and a
check for the desired purchase amount to the transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. Additional investments may be made at any time by mailing a check (payable to Schwab Funds) to the
transfer agent at the address above. Be sure to include your account number on your check.
Subject to acceptance by the
fund, payment for the purchase of shares received by mail will be credited to a shareholder’s account at the net asset value per share of the fund next determined after receipt, even though the check may not yet have been converted into
federal funds. For purposes of calculating the purchase price of fund shares, a purchase order is received by the fund on the day that it is in good order unless it is rejected by the fund’s transfer agent. For a cash purchase order of fund
shares to be in good order on a particular day, a check must be received on or before the close of the fund (generally 4:00 p.m. Eastern time or the close of the NYSE) on that day. If the payment is received by the fund after the deadline, the
purchase price of fund shares will be based upon the next determination of net asset value of fund shares. No currency, third party checks, foreign checks, starter checks, credit card checks, traveler’s checks or money orders will be accepted
by the fund.
Direct redemptions and
exchanges
When selling or exchanging
shares directly, you should be aware of the following fund policies:
•The fund may take up
to seven days to pay sale proceeds.
•The fund reserves
the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses in converting these
securities to cash.
•Exchange
orders are limited to other Schwab Funds
®
that are not Sweep Investments
®
or Laudus MarketMasters Funds
®
and must meet the
minimum investment and other requirements for the fund and share class into which you are exchanging.
•If you are selling
shares that were recently purchased by check, the proceeds may be delayed until the check for purchase clears; this may take up to 15 days from the date of purchase.
•You must obtain and
read the prospectus for the fund into which you are exchanging prior to placing your order.
Direct redemptions by telephone
If you authorized the telephone redemption
option in the account application, you may place a redemption order by calling the transfer agent at 1-800-407-0256 and requesting that the redemption proceeds be wired per the authorized instructions in the account application or mailed to the
primary registration address. Your redemption order will be processed at the net asset value per share of the fund next determined after receipt of your telephone redemption order by the transfer agent. Please note that the transfer agent may only
act on telephone instructions believed by the transfer agent to be genuine. The transfer agent’s records of such instructions are binding on the shareholder. The fund and its service providers (including the transfer agent, Schwab and CSIM)
are not responsible for any losses or costs that may arise from following telephone instructions that the transfer agent reasonably believes to be genuine. The transfer agent will employ reasonable procedures to confirm that instructions
communicated are genuine. These procedures include tape recording of telephone instructions and requiring some form of personal identification prior to acting upon instructions received by telephone.
Direct redemptions by mail
You may redeem your fund shares by mail by
sending a request letter to the fund's transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. Your redemption request will be processed by the fund at the net asset value per share of the fund next
determined after the request is received in good order. To be in good order, the redemption request must include the name of the fund and the number of shares or the dollar amount to be redeemed, all required signatures and authorizations and any
required signature guarantees.
Additional direct
redemption information
To protect you, the fund and
its service providers from fraud, signature guarantees may be required to enable the transfer agent to verify the identity of the person who has authorized a redemption from an account. Signature guarantees are required for (1) redemptions where the
proceeds are to be sent to someone other than the registered shareholder(s) at the registered address, (2) redemptions if your account address has changed within the last 10 business days, (3) share transfer requests, and (4) redemptions where the
proceeds are wired in connection with bank instructions not already on file with the transfer agent. Signature guarantees may be obtained from certain eligible financial institutions, including, but not limited to, the following: U.S. banks, trust
companies, credit unions, securities brokers and dealers, savings and loan associations and participants in the Securities and Transfer Association Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the New York Stock Exchange
Medallion Signature Program (MSP). Signature guarantees from non-U.S. banks that do not include a stamp may require a U.S. consulate stamp. You may contact the transfer agent at 1-800-407-0256 for further details.
Direct exchange privileges
Upon request, and subject to certain
limitations, shares of the fund may be exchanged into shares of any other Schwab Fund or Laudus MarketMasters Fund that is not a Sweep Investment. To exchange your shares to another fund or class of shares, you must meet the minimum investment and
other requirements for the fund and share class into which you are exchanging. Further, you must obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. A new account opened by exchange must be
established with the same name(s), address(es) and tax identification number(s) as the existing account. All exchanges will be made based on the respective net asset values next determined following receipt of the request by the fund containing the
information indicated below.
The fund
reserves the right to suspend or terminate the privilege of exchanging shares of the fund by mail or by telephone at any time.
Direct exchanges by telephone
If you authorized the telephone redemption
option in the account application, you may exchange fund shares by telephone by calling the fund's transfer agent at 1-800-407-0256. Please be prepared to provide the following information: (a) the account number, tax identification number and
account registration; (b) the class of shares to be exchanged, if applicable; (c) the name of the fund from which and the fund into which the exchange is to be made; and (d) the dollar or share amount to be exchanged. Please note that the transfer
agent may act only on telephone instructions believed by the transfer agent to be genuine. Please see the section entitled “Direct redemptions by telephone” for more information regarding transacting with the fund’s transfer agent
via telephone.
Direct exchanges by mail
To exchange fund shares by mail, simply send a
letter of instruction to the fund’s transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. The letter of instruction must include: (a) your account number; (b) the class of shares to be
exchanged (if applicable); (c) the fund from and the fund into which the exchange is to be made; (d) the dollar or share amount to be exchanged; and (e) the signatures of all registered owners or authorized parties.
Share price
The fund is open for business
each day that the NYSE is open. The fund calculates its share price each business day as of the close of the NYSE (generally 4 p.m. Eastern time). If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be
open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate their share prices as of the
normally scheduled close of regular trading on the NYSE for that day. The fund’s share price is its net asset value per share, or NAV, which is the fund’s net assets divided by the number of its shares outstanding. Orders to buy, sell or
exchange shares that are received by the fund in good order on or prior to the close of the fund (generally 4 p.m. Eastern time) will be executed at the next share price calculated that day.
When you place an order through your Schwab
account or an account at another intermediary, please consult with your intermediary to determine when your order will be executed. Generally, you will receive the share price next calculated after the fund receives your order from your
intermediary. However, some intermediaries, such as Schwab, may arrange with the fund for you to receive the share price next calculated after your intermediary has received your order. Some intermediaries may require that they receive orders prior
to a specified cut-off time.
In valuing underlying fund investments, the
fund uses the NAVs reported by the underlying funds. In valuing other portfolio securities, the fund uses market quotes or official closing prices if they are readily available. In cases where quotes are not readily available or the adviser deems
them unreliable, the fund may value securities based on fair values developed using methods approved by the fund’s Board of Trustees. Shareholders of the fund should be aware that because foreign markets are often open on weekends and other
days when the fund is closed, the value of the fund’s portfolio may change on days when it is not possible to buy or sell shares of the fund.
Additional policies affecting your investment
Minimum
initial investment
|
$100
|
The minimum may be
waived for certain retirement plans and plan participants, and for certain investment programs, or in a fund’s sole discretion.
Choose an option for fund distributions.
If you are an Eligible Investor placing direct orders with the fund, you will have one of the three options described below for fund distributions. If you don’t indicate a choice, you will receive the first
option. If you are placing orders through an intermediary, you will select from the options for fund distributions provided by your intermediary, which may be different than those provided by the fund to Eligible Investors. You should consult with
your financial intermediary to discuss available options.
Option
|
Feature
|
Reinvestment
|
All
dividends and capital gain distributions are invested automatically in shares of the fund.
|
Cash/reinvestment
mix
|
You
receive payment for dividends, while any capital gain distributions are invested in shares of the fund.
|
Cash
|
You
receive payment for all dividends and capital gain distributions.
|
The fund reserves certain rights, including the
following:
•To
materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders.
•To change or waive
the fund’s investment minimums.
•To suspend the right
to sell shares back to the fund, and delay sending proceeds, during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC.
•To withdraw or
suspend any part of the offering made by this prospectus.
Payments by the investment adviser or its affiliates
The investment adviser or its affiliates may
make cash payments out of their own resources, or provide products and services at a discount, to certain brokerage firms, banks, retirement plan service providers and other financial intermediaries that perform shareholder, recordkeeping,
sub-accounting and other administrative services in connection with investments in fund shares. These payments or discounts are separate from, and may be in addition to, any shareholder service fees or other administrative fees the fund may pay to
those intermediaries. The investment adviser or its affiliates may also make cash payments out of their own resources, or provide products and services at a discount, to certain financial intermediaries that perform distribution, marketing,
promotional or other distribution-related services. The payments or discounts described by this paragraph may be substantial; however, the payments are paid by, and the discounts are discounted by, the investment adviser or its affiliates, not by
the fund or its shareholders.
Shareholder servicing
plan
The Board of Trustees has
adopted a Shareholder Servicing Plan (the Plan) on behalf of the fund. The Plan enables the fund to bear expenses relating to the provision by financial intermediaries, including Schwab (together, service providers), of certain account maintenance,
customer liaison and shareholder services to the current shareholders of the fund. The fund is not subject to any fee under the Plan.
Policy regarding short-term or excessive trading
The fund is intended for
long-term investment and not for short-term or excessive trading (collectively, market timing). Market timing may adversely impact the fund’s performance by disrupting the efficient management of the fund, increasing fund transaction costs and
taxes, causing the fund to maintain higher cash balances, and diluting the value of the fund’s shares.
To discourage market timing, the fund’s
Board of Trustees has adopted policies and procedures that are reasonably designed to reduce the risk of market timing by fund shareholders. The fund seeks to deter market timing through several methods. These methods may include: fair value
pricing, imposition of redemption fees and trade activity monitoring. Fair value pricing and redemption fees are discussed more thoroughly in the subsequent pages of this prospectus and are considered to be key elements of the fund’s policy
regarding short term or excessive trading. Trade activity monitoring is risk based and seeks to identify patterns of activity in amounts that might be detrimental to the fund.
Although these methods are designed to
discourage market timing, there can be no guarantee that the fund will be able to identify and restrict investors that engage in such activities. In addition, some of these methods are inherently subjective and involve judgment in their application.
The fund and its service providers seek to make these judgments and applications uniformly and in a manner that they believe is consistent with interests of the fund’s long-term shareholders. The fund may amend these policies and procedures in
response to changing regulatory requirements or to enhance the effectiveness of the program.
The fund or its service providers maintain
risk-based surveillance procedures designed to detect market timing in fund shares in amounts that might be detrimental to the fund. Under these procedures, the fund has requested that service providers to the fund monitor transactional activity in
amounts and frequency determined by the fund to be significant to the funds and in a pattern of activity that potentially could be detrimental to the funds. If the fund, in its sole discretion based on these or other factors, determines that a
shareholder has engaged in market timing, it may refuse to process future purchases or exchanges into the fund by that shareholder. These procedures may be modified from time to time as appropriate to improve the detection of market timing and to
comply with applicable laws.
If trades
are effected through a financial intermediary, the fund or its service providers will work with the intermediary to monitor possible market timing activity. The fund reserves the right to contact the intermediary to provide certain shareholder
transaction information and may require the intermediary to restrict the shareholder from future purchases or exchanges in the fund. Transactions by fund shareholders investing through intermediaries may also be subject to the restrictions of the
intermediary’s own frequent trading policies, which may differ from those of the fund. The fund may defer to an intermediary’s frequent trading policies with respect to those shareholders who invest in the fund through such intermediary.
The fund will defer to an intermediary’s policies only after the fund determines that the intermediary’s frequent trading policies are reasonably designed to deter transactional activity in amounts and frequency that are deemed to be
significant to the fund and in a pattern of activity that potentially could be detrimental to the fund. Shareholders should consult with their intermediary to determine if additional frequent trading restrictions apply to their fund
transactions.
The fund reserves the
right to restrict, reject or cancel within a reasonable time, without prior notice, any purchase or exchange order for any reason.
Fair value pricing
The Board of Trustees has adopted procedures
to fair value the fund's securities when market prices are not “readily available” or are unreliable. For example, the fund may fair value a security when a security is de-listed or its trading is halted or suspended; when a
security’s primary pricing source is unable or unwilling to provide a price; when a security’s primary trading market is closed during regular market hours; or when a security’s value is materially affected by events occurring
after the close of the security’s primary trading market.
By fair valuing securities whose prices may
have been affected by events occurring after the close of trading, the fund seeks to establish prices that investors might expect to realize upon the current sales of these securities. This methodology is designed to deter “arbitrage”
market timers, who seek to exploit delays between the change in the value of the fund's portfolio holdings and the net asset value of the fund's shares, and seeks to help ensure that the prices at which the fund's shares are purchased and redeemed
are fair and do not result in dilution of shareholder interest or other harm to shareholders.
The fund makes fair value determinations in
good faith in accordance with the fund's valuation procedures. Due to the subjective and variable nature of fair value pricing, there can be no assurance that the fund could obtain the fair value assigned to the security upon the sale of such
security. The respective prospectuses for the underlying funds in which the fund invests explain the circumstances in which those funds will use fair value pricing and the effects of fair value pricing.
Redemption fee
Shares redeemed or exchanged within 30 days of
purchase, which shall be calculated to include the 30th day, will be subject to a fee of 2%, which is intended to limit short-term trading in the fund, or to the extent that short-term trading persists, to impose the costs of that type of activity
on the shareholders who engage in it. The fund treats shares that have been held the longest as being redeemed first. The fund retains the redemption fees for the benefit of the remaining shareholders. Fund shares purchased with reinvested dividends
are not subject to redemption fees. The fund reserves the right, in its sole discretion, to waive such fee when, in its judgment, such waiver would be in the best interests of the fund and its long-term shareholders. The fund may waive the
redemption fee for retirement plans, wrap or fee-based programs, charitable giving funds, unregistered separate accounts, redemptions pursuant to rebalancing programs or systematic withdrawal plans established by the fund or financial
intermediaries, and registered investment companies and redemptions initiated by
the fund. In addition, certain financial intermediaries may use
criteria and methods for tracking, applying and calculating the fees that are different from the fund’s but which the fund, in its discretion, may determine are in the best interests of the fund and its long-term shareholders. While the fund
discourages mutual fund market timing and maintains procedures designed to provide reasonable assurances that such activity will be identified and terminated, including the imposition of the redemption fee described above, no policy or procedure can
guarantee that all such activity will in fact be identified or that such activity can be completely eliminated. The fund reserves the right to modify or eliminate the redemption fees or waivers at any time.
Large shareholder redemptions
Certain accounts or Schwab affiliates may from
time to time own (beneficially or of record) or control a significant percentage of the fund's shares. Redemptions by these shareholders of their holdings in the fund may impact the fund's liquidity and NAV. These redemptions may also force the fund
to sell securities, which may negatively impact the fund's brokerage costs.
Customer identification and verification and anti-money
laundering program
Federal law requires
all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open your account, you will have to provide your name, address, date of birth, identification number and other information
that will allow the fund or your financial intermediary to identify you. This information is subject to verification to ensure the identity of all persons opening an account.
The fund or your financial intermediary are
required by law to reject your new account application if the required identifying information is not provided. The fund or your financial intermediary may contact you in an attempt to collect any missing information required on the application, and
your application may be rejected if they are unable to obtain this information. In certain instances, the fund or your financial intermediary is required to collect documents that will be used solely to establish and verify your identity.
The fund will accept investments and your
order will be processed at the NAV next determined after receipt of your application in proper form (or upon receipt of all identifying information required on the application). The fund, however, reserves the right to close and/or liquidate your
account at the then-current day’s price if the fund or your financial intermediary is unable to verify your identity. As a result, you may be subject to a gain or loss on fund shares and will be subject to corresponding tax consequences.
Customer identification and
verification is part of the fund's overall obligation to deter money laundering under U.S. federal law. The fund has adopted an Anti-Money Laundering Compliance Program designed to prevent the fund from being used for money laundering or the
financing of terrorist activities. In this regard, the fund reserves the right to (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in
cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of fund management, they are deemed to be in the best interest of the fund or in cases when the fund is requested or
compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the fund is required to withhold such
proceeds.
Distributions and
taxes
Any investment in the fund
typically involves several tax considerations. The information below is meant as a general summary for U.S. citizens and residents. Please see the SAI for additional information. Because each person’s tax situation is different, you should
consult your tax adviser about the tax implications of your investment in the fund. You also can visit the Internal Revenue Service (IRS) website at www.irs.gov.
As a shareholder, you are entitled to your
share of the dividends and gains the fund earns. Every year, the fund distributes to its shareholders substantially all of its net investment income and net capital gains, if any. These distributions typically are paid in December to all
shareholders of record. During the fourth quarter of the year, typically in early November, an estimate of the fund’s year-end distributions, if any, may be made available on the fund’s website: www.csimfunds.com.
Unless you are investing through an IRA,
401(k) or other tax-advantaged retirement account, your fund distributions generally have tax consequences. The fund’s net investment income and short-term capital gains are distributed as dividends and will be taxable as ordinary income or
qualified dividend income. Other capital gain distributions are taxable as long-term capital gains, regardless of how long you have held your shares in the fund. The maximum individual rate applicable to “qualified dividend income” and
long-term capital gains is generally 15% or 20%, depending on whether the individual’s income exceeds certain threshold amounts. Distributions generally are taxable in the tax year in which they are declared, whether you reinvest them or take
them in cash.
Generally, any sale or
exchange of your shares is a taxable event. For tax purposes, an exchange of your shares for shares of another Schwab Fund or Laudus MarketMasters Fund is treated the same as a sale. A sale may result in a capital gain or loss for you. The gain or
loss generally will be treated as short term if you held the shares for one year or less, long term if you held the shares longer. The maximum individual rate applicable to long-term capital gains is generally either 15% or 20%, depending on whether
the individual’s income exceeds certain threshold amounts. Any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term,
rather than short-term, to the extent of any long-term capital
gain distributions received (or deemed received) by you with respect to the shares. All or a portion of any loss realized upon a taxable disposition of shares will be disallowed if you purchase other substantially identical shares within 30 days
before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
An additional 3.8% Medicare tax is imposed on
certain net investment income (including ordinary dividends and capital gain distributions received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of U.S. individuals, estates and trusts to the extent that
such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.
Shareholders in the fund may have additional
tax considerations as a result of foreign tax payments made by the fund. Typically, these payments will reduce the fund’s dividends but, if eligible, the fund may elect for those payments to be included in your taxable income. In such event,
you may be able to claim a tax credit or deduction for your portion of foreign taxes paid by the fund.
At the beginning of every year, the fund
provides shareholders with information detailing the tax status of any distributions the fund paid during the previous calendar year. Schwab customers also receive information on distributions and transactions in their monthly account
statements.
Prior to January 1, 2012 when
shareholders sold fund shares from a taxable account, they typically received information on their tax forms that calculated their gain or loss using the average cost method. This information was not previously reported to the IRS, and shareholders
had the option of calculating gains or losses using an alternative IRS permitted method. However, in accordance with legislation passed by Congress in 2008, the fund began reporting cost basis information to the IRS for shares purchased on or after
January 1, 2012 and sold thereafter. Shareholders can elect their preferred cost basis method, however, in the absence of an election, a fund will use an average cost basis method. Please consult your tax adviser to determine the appropriate cost
basis method for your particular tax situation and to learn more about how the new cost basis reporting laws apply to you and your investments, including investments made prior January 1, 2012 and sold thereafter.
The fund may be required to withhold U.S.
federal income tax on all taxable distributions and redemption proceeds payable to shareholders if they fail to provide the fund with their correct taxpayer identification number or to make required certifications, or if they have been notified by
the IRS that they are subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against U.S. federal income tax liability.
Foreign shareholders may be
subject to different U.S. federal income tax treatment, including withholding tax at the rate of 30% on amounts treated as ordinary dividends from the fund, as discussed in more detail in the SAI. Furthermore, the fund is required to withhold U.S.
tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting
and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the fund to enable the fund to determine whether
withholding is required.
To learn more
This prospectus contains important information on the fund
and should be read and kept for reference. You also can obtain more information from the following sources:
Annual and semi-annual reports,
which are mailed to current fund investors, contain more information about the fund's holdings and detailed financial information about the fund. Annual reports also contain information from the fund's managers about
strategies, recent market conditions and trends and their impact on fund performance.
The
Statement of Additional
Information (SAI)
includes a more detailed discussion of investment policies and the risks associated with various investments. The SAI is incorporated by reference into the prospectus, making it legally part of the prospectus.
For a free copy of any of these documents or to request
other information or ask questions about the fund, call Schwab at 1-800-435-4000. In addition, you may visit www.csimfunds.com/SchwabFunds_Prospectus for a free copy of a prospectus, SAI or an annual or semi-annual report.
The SAI, the fund's annual and semi-annual
reports and other related materials are available from the EDGAR Database on the SEC’s website (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to
publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC’s Public Reference Room in Washington, D.C.
Call 1-202-551-8090 for information on the operation of the SEC’s Public Reference Room.
SEC File Numbers
Schwab
Balanced Fund
|
811-7704
|
REG34630-11
Schwab Balanced Fund™
Prospectus
February 25, 2016
Schwab Equity Index Funds
®
Prospectus
February
25, 2016
Schwab
®
S&P 500 Index Fund (SWPPX)
|
Schwab
1000 Index
®
Fund (SNXFX)
|
Schwab
Small-Cap Index Fund
®
(SWSSX)
|
Schwab
Total Stock Market Index Fund
®
(SWTSX)
|
Schwab
International Index Fund
®
(SWISX)
|
As with all mutual funds, the Securities and Exchange Commission (SEC) has
not approved these securities or passed on whether the information in this prospectus is adequate and accurate. Anyone who indicates otherwise is committing a federal crime.
Schwab Equity Index Funds
®
Schwab
®
S&P 500 Index Fund
Investment objective
The fund’s goal
is to track the total return of the S&P 500
®
Index.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.06
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.03
|
Total
annual fund operating expenses
1
|
0.09
|
1
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.09% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund’s Board of Trustees.
|
This example is
intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of
those time periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses. The expenses would be the same
whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$9
|
$29
|
$51
|
$115
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 2% of the average value of
its portfolio.
Principal investment
strategies
To pursue its goal, the fund
generally invests in stocks that are included in the S&P 500 Index
†
. It is the fund’s policy that under normal circumstances it will
invest at least 80% of its net assets in these stocks; typically, the actual percentage is considerably higher. The fund will notify its shareholders at least 60 days before changing this policy.
The fund generally gives the same weight to a
given stock as the index does. However, when the investment adviser believes it is in the best interest of the fund, such as to avoid purchasing odd-lots (i.e., purchasing less than the usual number of shares traded for a security), for tax
considerations, or to address liquidity considerations with respect to a stock, the investment adviser may cause the fund’s weighting of a stock to be more or less than the index’s weighting of the stock. The fund may sell securities
that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index.
The S&P 500 Index includes the stocks of
500 leading U.S. publicly traded companies from a broad range of industries. Standard & Poor’s, the company that maintains the index, uses a variety of
†
Index ownership –
“Standard & Poor’s
®
,”
“S&P
®
,” and “S&P
500
®
” are registered trademarks of Standard & Poor’s Financial Services LLC (S&P), and “Dow Jones
®
” is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones) and have been licensed for use by S& P Dow Jones Indices LLC and
its affiliates and sublicensed for certain purposes by Charles Schwab Investment Management, Inc. (CSIM). The “S&P 500
®
Index” is a
product of S&P Dow Jones Indices LLC or its affiliates, and has been licensed for use by CSIM. The Schwab
®
S&P 500 Index Fund is not
sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S& P, or their respective affiliates, and neither S&P Dow Jones Indices LLC, Dow Jones, S&P, nor their respective affiliates make any representation
regarding the advisability of investing in the fund.
Schwab
®
S&P 500 Index Fund
1
measures to determine which stocks are listed in the index. Each
stock is represented in the index in proportion to its total market value.
The fund may invest in derivatives,
principally futures contracts, and lend its securities to minimize the gap in performance that naturally exists between any index fund and its corresponding index. This gap occurs mainly because, unlike the index, the fund incurs expenses and must
keep a small portion of its assets in cash for business operations. By using futures, the fund potentially can offset a portion of the gap attributable to its cash holdings. In addition, any income realized through securities lending may help reduce
the portion of the gap attributable to expenses.
The fund may concentrate its investments in an
industry or group of industries to the extent that its comparative index is also so concentrated.
Principal risks
The fund is subject to risks,
any of which could cause an investor to lose money. The fund’s principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time.
Investment Style Risk.
The fund primarily follows the large-cap portion of the U.S. stock market, as measured by the index. It follows these stocks during upturns as well as downturns. Because of its indexing strategy, the fund does not take
steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
A significant percentage of the index may be
composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of its comparative index, although it may not be successful in doing so. The divergence between the performance of the fund and its index, positive or negative,
is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in its index, or match the securities’ weightings to the index, due to
regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in tracking error.
Large-Cap
Risk.
Although the S&P 500 Index encompasses stocks from many different sectors of the economy, its performance primarily reflects that of large-cap stocks, which tend to go in and out of favor based on market
and economic conditions. As a result, during a period when these stocks fall behind other types of
investments – bonds or
mid- or small-cap stocks, for instance – the fund’s performance also will lag those investments.
Concentration Risk.
To the extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely
affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector
or asset class.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use
of derivatives could reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage
of assets invested in derivatives can have a disproportionately large impact on the fund.
Liquidity
Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a
loss.
Securities Lending
Risk.
Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
Your investment in the fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of the index. This information provides some indication of the
risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
. On September 9, 2009, the Investor Share class, Select Share class, and e.Shares class were combined into a single class of shares of the fund, and the fund no longer offers
multiple classes of shares. The performance history of the fund prior to September 9, 2009, is that of the fund’s former Select Shares.
2
Schwab
®
S&P 500 Index Fund
Annual total returns
(%) as of 12/31
Best Quarter:
15.81% Q2 2009
Worst Quarter:
(21.80%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
1.29%
|
12.48%
|
7.27%
|
After
taxes on distributions
|
0.53%
|
11.96%
|
6.87%
|
After
taxes on distributions and sale of shares
|
1.33%
|
9.96%
|
5.88%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
S&P
500 Index
|
1.38%
|
12.57%
|
7.31%
|
The after-tax
figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns
are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of
shares may exceed the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Agnes Hong, CFA,
Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2012.
Ferian Juwono, CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2013.
David Rios,
Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2015.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at
Charles Schwab & Co., Inc. (Schwab) or another financial
intermediary, you must follow Schwab’s or the other financial intermediary’s transaction procedures.
Eligible Investors (as
determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund’s transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The minimum may be waived for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab
®
S&P 500 Index Fund
3
Investment objective
The fund’s goal
is to match the total return of the Schwab 1000 Index
®
.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees (fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses (expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.22
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.11
|
Total
annual fund operating expenses
|
0.33
|
Less
expense reduction
|
(0.04)
|
Total
annual fund operating expenses after expense reduction
1
|
0.29
|
1
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.29% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund’s Board of Trustees.
|
This example is
intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of
those time periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$30
|
$93
|
$163
|
$368
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 4% of the average value of
its portfolio.
Principal investment
strategies
To pursue its goal, the fund
generally invests in stocks that are included in the Schwab 1000 Index. It is the fund’s policy that under normal circumstances it will invest at least 80% of its net assets in these stocks; typically, the actual percentage is considerably
higher. The fund will notify its shareholders at least 60 days before changing this policy.
The fund generally gives the same weight to a
given stock as the index does. However, when the investment adviser believes it is in the best interest of the fund, such as to avoid purchasing odd-lots (i.e., purchasing less than the usual number of shares traded for a security), for tax
considerations, or to address liquidity considerations with respect to a stock, the investment adviser may cause the fund’s weighting of a stock to be more or less than the index’s weighting of the stock. The fund may sell securities
that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index.
The Schwab 1000 Index includes the 1,000
largest stocks of publicly traded companies in the United States, with size being determined by market capitalization (total market value of all shares outstanding). The index is designed to be a measure of the performance of large- and mid-cap U.S.
stocks.
The fund may invest in
derivatives, principally futures contracts, and lend its securities to minimize the gap in performance that naturally exists between any index fund and its corresponding
4
Schwab 1000
Index
®
Fund
index. This gap occurs mainly because, unlike the index, the
fund incurs expenses and must keep a small portion of its assets in cash for business operations. By using futures, the fund potentially can offset a portion of the gap attributable to its cash holdings. In addition, any income realized through
securities lending may help reduce the portion of the gap attributable to expenses.
The fund may concentrate its investments in an
industry or group of industries to the extent that its comparative index is also so concentrated.
Principal risks
The fund is subject to risks,
any of which could cause an investor to lose money. The fund’s principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time.
Investment Style Risk.
The fund primarily follows the large- and mid-cap portion of the U.S. stock market, as measured by the index. It follows these stocks during upturns as well as downturns. Because of its indexing strategy, the fund does
not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
A significant percentage of the index may be
composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of its comparative index, although it may not be successful in doing so. The divergence between the performance of the fund and its index, positive or negative,
is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in its index, or match the securities’ weightings to the index, due to
regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in tracking error.
Large- and Mid-Cap Risk.
Many of the risks of this fund are associated with its investment in the large- and mid-cap segments of the U.S. stock market. Both large- and mid-cap stocks tend to go in and out of favor based on market and economic
conditions. However, stocks of mid-cap companies tend to be more volatile than those of large-cap companies because mid-cap companies tend to be more susceptible to adverse business or economic events than larger more established companies. During a
period when large- and mid-cap U.S. stocks fall behind other types of investments – bonds or small-cap stocks, for instance
– the fund’s performance also will lag those
investments.
Concentration Risk.
To the extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely
affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector
or asset class.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use
of derivatives could reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage
of assets invested in derivatives can have a disproportionately large impact on the fund.
Liquidity
Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a
loss.
Securities Lending
Risk.
Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
Your investment in the fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of two indices. This information provides some indication of the
risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
. On September 18, 2009, the Investor Share class and Select Share class were combined into a single class of shares of the fund, and the fund no longer offers multiple
classes of shares. The performance history of the fund, prior to September 18, 2009, is that of the fund’s former Investor Shares.
Annual total returns
(%) as of 12/31
Best Quarter:
16.09% Q2 2009
Worst Quarter:
(22.34%) Q4 2008
Schwab 1000 Index
®
Fund
5
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
0.76%
|
12.06%
|
7.17%
|
After
taxes on distributions
|
(0.69%)
|
10.84%
|
6.43%
|
After
taxes on distributions and sale of shares
|
1.59%
|
9.61%
|
5.80%
|
Comparative
Indices
(reflects no deduction for expenses or taxes)
|
|
|
|
Schwab
1000 Index
|
1.06%
|
12.34%
|
7.48%
|
S&P
500 Index
|
1.38%
|
12.57%
|
7.31%
|
The after-tax
figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns
are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of
shares may exceed the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Agnes Hong, CFA,
Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2012.
Ferian Juwono, CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2013.
David Rios,
Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2015.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors (as
determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund’s transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The minimum may be waived for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
6
Schwab 1000
Index
®
Fund
Schwab Small-Cap Index Fund
®
Investment objective
The fund’s goal
is to track the performance of a benchmark index that measures the total return of small capitalization U.S. stocks.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.15
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.05
|
Total
annual fund operating expenses
|
0.20
|
Less
expense reduction
|
(0.03)
|
Total
annual fund operating expenses after expense reduction
1
|
0.17
|
1
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.17% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund’s Board of Trustees.
|
This example is
intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of
those time periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$17
|
$55
|
$96
|
$217
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 17% of the average value of
its portfolio.
Principal investment
strategies
To pursue its goal, the fund
generally invests in stocks that are included in the Russell 2000
®
Index
†
. It is the fund’s policy that under normal circumstances it will invest at least 80% of its net assets in these stocks; typically, the actual
percentage is considerably higher. The fund will notify its shareholders at least 60 days before changing this policy.
The fund generally gives the same weight to a
given stock as the index does. However, when the investment adviser believes it is in the best interest of the fund, such as to avoid purchasing odd-lots (i.e., purchasing less than the usual number of shares traded for a security), for tax
considerations, or to address liquidity considerations with respect to a stock, the investment adviser may cause the fund’s weighting of a stock to be more or less than the index’s weighting of the stock. The fund may sell securities
that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index.
The Russell 2000 Index measures
the performance of the small-cap sector of the U.S. equity market. The Russell 2000 Index is a subset of the Russell 3000
®
Index, representing
approximately the 2000 smallest issuers and, as of December 31, 2015, approximately 8% of the total market capitalization of the Russell 3000 Index.
†
Index ownership –
“Russell 2000
®
” is a registered mark of the Frank Russell Company (Russell) and has been licensed for use by the Schwab Small-Cap Index
Fund. The Schwab Small-Cap Index Fund is not sponsored, endorsed, sold or promoted by Russell and Russell makes no representation regarding the advisability of investing in the fund.
Schwab Small-Cap Index Fund
®
7
The fund may invest in
derivatives, principally futures contracts, and lend its securities to minimize the gap in performance that naturally exists between any index fund and its corresponding index. This gap occurs mainly because, unlike the index, the fund incurs
expenses and must keep a small portion of its assets in cash for business operations. By using futures, the fund potentially can offset a portion of the gap attributable to its cash holdings. In addition, any income realized through securities
lending may help reduce the portion of the gap attributable to expenses.
The fund may concentrate its investments in an
industry or group of industries to the extent that its comparative index is also so concentrated.
Principal risks
The fund is subject to risks,
any of which could cause an investor to lose money. The fund’s principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time.
Investment Style Risk.
The fund primarily follows the small-cap portion of the U.S. stock market, as measured by the index. It follows these stocks during upturns as well as downturns. Because of its indexing strategy, the fund does not take
steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
A significant percentage of the index may be
composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of its comparative index, although it may not be successful in doing so. The divergence between the performance of the fund and its index, positive or negative,
is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in its index, or match the securities’ weightings to the index, due to
regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in tracking error.
Small-Cap
Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements and
may move sharply, especially during market upturns and downturns. Small-cap companies themselves may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind
other types of investments
– bonds or
large- or mid-cap stocks, for instance – the fund’s
performance also will lag those investments.
Concentration Risk.
To the extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely
affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector
or asset class.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use
of derivatives could reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage
of assets invested in derivatives can have a disproportionately large impact on the fund.
Liquidity
Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a
loss.
Securities Lending
Risk.
Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
Your investment in the fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of the index. This information provides some indication of the
risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
. On August 21, 2009, the Investor Share class and Select Share class were combined into a single class of shares of the fund, and the fund no longer offers multiple classes
of shares. The performance history of the fund, prior to August 21, 2009, is that of the fund’s former Select Shares.
8
Schwab
Small-Cap Index Fund
®
Annual total returns
(%) as of 12/31
Best Quarter:
25.57% Q2 2009
Worst Quarter:
(26.86%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
(4.41%)
|
9.55%
|
7.60%
|
After
taxes on distributions
|
(6.05%)
|
7.85%
|
6.08%
|
After
taxes on distributions and sale of shares
|
(1.45%)
|
7.30%
|
5.91%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
Russell
2000 Index
|
(4.41%)
|
9.19%
|
6.80%
|
The after-tax
figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns
are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of
shares may exceed the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Agnes Hong, CFA,
Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2012.
Ferian Juwono, CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2013.
David Rios,
Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2015.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at
Charles Schwab & Co., Inc. (Schwab) or another financial
intermediary, you must follow Schwab’s or the other financial intermediary’s transaction procedures.
Eligible Investors (as
determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund’s transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The minimum may be waived for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab Small-Cap Index Fund
®
9
Schwab Total Stock Market Index
Fund
®
Investment objective
The fund’s goal
is to track the total return of the entire U.S. stock market, as measured by the Dow Jones U.S. Total Stock Market Index
SM
.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.06
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.05
|
Total
annual fund operating expenses
|
0.11
|
Less
expense reduction
|
(0.02)
|
Total
annual fund operating expenses after expense reduction
1
|
0.09
|
1
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.09% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund’s Board of Trustees.
|
This example is
intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of
those time periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses after expense reduction. The
expenses would be
the same whether you stayed in the fund or sold your shares at
the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$9
|
$29
|
$51
|
$115
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 2% of the average value of
its portfolio.
Principal investment
strategies
To pursue its goal, the fund
generally invests in stocks that are included in the Dow Jones U.S. Total Stock Market Index
†
. It is the fund’s policy that under normal
circumstances it will invest at least 80% of its net assets in these stocks; typically, the actual percentage is considerably higher. The fund will notify its shareholders at least 60 days before changing this policy.
The fund generally gives the same weight to a
given stock as the index does. However, when the investment adviser believes it is in the best interest of the fund, such as to avoid purchasing odd-lots (i.e., purchasing less than the usual number of shares traded for a security), for tax
considerations, or to address liquidity considerations with respect to a stock, the investment adviser may cause the fund’s weighting of a stock to be more or less than the index’s weighting of the stock. The fund may sell securities
that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index.
†
Index ownership –
“Standard & Poor’s
®
” and “S&P
®
” are registered trademarks of Standard & Poor’s Financial Services LLC (S&P), and “Dow Jones
®
” is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones) and have been licensed for use by S& P Dow Jones Indices LLC and
its affiliates and sublicensed for certain purposes by Charles Schwab Investment Management, Inc. (CSIM). The “Dow Jones U.S. Total Stock Market
Index
SM
” is a product of S&P Dow Jones Indices LLC or its affiliates, and has been licensed for use by CSIM. The Schwab Total Stock Market
Index Fund is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P, or their respective affiliates, and neither S&P Dow Jones Indices LLC, Dow Jones, S&P, nor their respective affiliates make any
representation regarding the advisability of investing in the fund.
10
Schwab
Total Stock Market Index Fund
®
The Dow Jones U.S. Total Stock
Market Index includes all publicly traded stocks of companies headquartered in the United States for which pricing information is readily available – 3,960 stocks as of December 31, 2015. The index is a float-adjusted market capitalization
weighted index that reflects the shares of securities actually available to investors in the marketplace.
Because it may not be possible or practical to
purchase all of the stocks included in the index, the investment adviser seeks to track the total return of the index by using statistical sampling techniques. These techniques involve investing in a limited number of index securities which, when
taken together, are expected to perform similarly to the index as a whole. These techniques are based on a variety of factors, including capitalization, performance attributes, dividend yield, price/earnings ratio, risk factors, industry factors and
other characteristics. The fund generally expects that its portfolio will include the largest 2,000 to 2,800 U.S. stocks (measured by the float-adjusted market capitalization), and that its industry weightings, dividend yield and price/earnings
ratio will be similar to those of the index.
The fund may invest in derivatives,
principally futures contracts, and lend its securities to minimize the gap in performance that naturally exists between any index fund and its corresponding index. This gap occurs mainly because, unlike the index, the fund incurs expenses and must
keep a small portion of its assets in cash for business operations. By using futures, the fund potentially can offset a portion of the gap attributable to its cash holdings. In addition, any income realized through securities lending may help reduce
the portion of the gap attributable to expenses.
The fund may concentrate its investments in an
industry or group of industries to the extent that its comparative index is also so concentrated.
Principal risks
The fund is subject to risks,
any of which could cause an investor to lose money. The fund’s principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time.
Investment Style Risk.
The fund follows the U.S. stock market, as measured by the index. It follows this market during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce market exposure or
to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
A significant percentage of the index may be
composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of its comparative index, although it may not be successful in doing so. The divergence between the performance of the fund and its index, positive or negative,
is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in its index, or match the securities’ weightings to the index, due to
regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; and index rebalancing, which may result in tracking error.
Sampling Index Tracking Risk.
The fund does not fully replicate its comparative index and may hold securities not included in the index. As a result, the fund is subject to the risk that the investment adviser’s investment strategy, the
implementation of which is subject to a number of constraints, may not produce the intended results. Because the fund utilizes a sampling approach, it may not track the return of the index as well as it would if the fund purchased all of the
securities in the index.
Concentration Risk.
To the extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely
affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector
or asset class.
Large- and Mid-Cap Risk.
Many of the risks of this fund are associated with its investment in the large- and mid-cap segments of the U.S. stock market. Both large- and mid-cap stocks tend to go in and out of favor based on market and economic
conditions. However, stocks of mid-cap companies tend to be more volatile than those of large-cap companies because mid-cap companies tend to be more susceptible to adverse business or economic events than larger more established companies. During a
period when large- and mid-cap U.S. stocks fall behind other types of investments – bonds or small-cap stocks, for instance
– the fund’s performance also will lag those
investments.
Small-Cap Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements and may move
sharply, especially during market upturns and downturns. Small-cap companies themselves may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other
types of investments – bonds or large- or mid-cap stocks, for instance
– the fund’s performance also will lag those investments.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use
of derivatives could reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage
of assets invested in derivatives can have a disproportionately large impact on the fund.
Schwab Total Stock Market Index Fund
®
11
Liquidity Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a loss.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
Your investment in the fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of the index. This information provides some indication of the
risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
. On September 18, 2009, the Investor Share class and Select Share class were combined into a single class of shares of the fund, and the fund no longer offers multiple
classes of shares. The performance history of the fund, prior to September 18, 2009, is that of the fund’s former Select Shares.
Annual total returns
(%) as of 12/31
Best Quarter:
16.24% Q2 2009
Worst Quarter:
(22.54%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
0.41%
|
12.14%
|
7.49%
|
After
taxes on distributions
|
(0.26%)
|
11.61%
|
7.10%
|
After
taxes on distributions and sale of shares
|
0.76%
|
9.67%
|
6.06%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Total Stock Market Index
|
0.44%
|
12.14%
|
7.48%
|
The
after-tax figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition,
after-tax returns are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement
account (IRA) or other
tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Agnes Hong, CFA,
Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2012.
Ferian Juwono, CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2013.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors (as
determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund’s transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The minimum may be waived for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
12
Schwab
Total Stock Market Index Fund
®
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab Total
Stock Market Index Fund
®
13
Schwab International Index Fund
®
Investment objective
The fund’s goal
is to track the performance of a benchmark index that measures the total return of large, publicly traded non-U.S. companies from countries with developed equity markets outside of the United States.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.15
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.08
|
Total
annual fund operating expenses
|
0.23
|
Less
expense reduction
|
(0.04)
|
Total
annual fund operating expenses after expense reduction
1
|
0.19
|
1
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.19% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund’s Board of Trustees.
|
This example is
intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of
those time periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The figures are based on total annual fund operating expenses after expense reduction. The
expenses would be
the same whether you stayed in the fund or sold your shares at
the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$19
|
$61
|
$107
|
$243
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 7% of the average value of
its portfolio.
Principal investment
strategies
To pursue its goal, the fund
generally invests in stocks that are included in the MSCI EAFE
®
Index
†
. It is the fund’s policy that under normal circumstances it will invest at least 80% of its net assets in these stocks; typically, the actual
percentage is considerably higher. The fund will notify its shareholders at least 60 days before changing this policy.
The fund generally gives the same weight to a
given stock as the index does. However, when the investment adviser believes it is in the best interest of the fund, such as to avoid purchasing odd-lots (i.e., purchasing less than the usual number of shares traded for a security), for tax
considerations, or to address liquidity considerations with respect to a stock, the investment adviser may cause the fund’s weighting of a stock to be more or less than the index’s weighting of the stock. The fund may sell securities
that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index. The fund does not hedge its exposure to foreign
currencies. However, the fund may use forward contracts to lock in exchange rates for the portfolio securities purchased or sold, but awaiting settlement. These
†
Index ownership – “MSCI
EAFE
®
” is a registered mark of MSCI and has been licensed for use by the Schwab International Index Fund. The Schwab International Index Fund
is not sponsored, endorsed, sold or promoted by MSCI and MSCI bears no liability with respect to the fund. The Statement of Additional Information contains a more detailed description of the limited relationship MSCI has with the fund.
14
Schwab
International Index Fund
®
transactions establish a rate of exchange that can be expected
to be received upon settlement of the securities.
The MSCI EAFE Index includes
stocks from Europe, Australasia and the Far East, and as of December 31, 2015, it consisted of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy,
Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.
The fund may invest in derivatives,
principally futures contracts, and lend its securities to minimize the gap in performance that naturally exists between any index fund and its corresponding index. This gap occurs mainly because, unlike the index, the fund incurs expenses and must
keep a small portion of its assets in cash for business operations. By using futures, the fund potentially can offset a portion of the gap attributable to its cash holdings. In addition, any income realized through securities lending may help reduce
the portion of the gap attributable to expenses.
The fund may concentrate its investments in an
industry or group of industries to the extent that its comparative index is also so concentrated.
Principal risks
The fund is subject to risks,
any of which could cause an investor to lose money. The fund’s principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time.
Investment Style Risk.
The fund primarily follows the performance of a mix of international large-cap stocks, as measured by the index. It follows these stocks during upturns as well as downturns. Because of its indexing strategy, the fund
does not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
A significant percentage of the index may be
composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy.
Large-Cap
Risk.
Large-cap stocks tend to go in and out of favor based on market and economic conditions. During a period when these stocks fall behind other types of investments
– bonds or mid- or small-cap stocks, for instance
– the fund’s performance also will lag those investments.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of its comparative index, although it may not be successful in doing so. The divergence between the performance of the fund and its index, positive or negative,
is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain
securities in its index, or
match the securities’ weightings to the index, due to regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may
result in tracking error.
Foreign
Investment Risk.
The fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of U.S. issuers. These include risks of
adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or
other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of
the fund’s investments, and could impair the fund’s ability to meet its investment objective or invest in accordance with its investment strategy. To the extent the fund’s investments in a single country or a limited number of
countries represent a higher percentage of the fund’s assets, the fund assumes the risk that economic, political and social conditions in those countries will have a significant impact on its investment performance and it may be subject to
increased price volatility.
Concentration Risk.
To the extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector, country or asset class, the fund may be
adversely affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of
industries, sector, country or asset class.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use
of derivatives could reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage
of assets invested in derivatives can have a disproportionately large impact on the fund.
Liquidity
Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a
loss.
Securities Lending
Risk.
Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
Your investment in the fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Schwab International Index Fund
®
15
Performance
The bar chart below shows how
the fund’s investment results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of the index. This information provides some indication of the
risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
. On August 21, 2009, the Investor Share class and Select Share class were combined into a single class of shares of the fund, and the fund no longer offers multiple classes
of shares. The performance history of the fund, prior to August 21, 2009, is that of the fund’s former Select Shares.
Annual total returns
(%) as of 12/31
Best Quarter:
24.57% Q2 2009
Worst Quarter:
(21.13%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
(0.88%)
|
3.60%
|
3.07%
|
After
taxes on distributions
|
(1.41%)
|
2.99%
|
2.57%
|
After
taxes on distributions and sale of shares
|
0.11%
|
2.90%
|
2.59%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
MSCI
EAFE Index (Net)
1
|
(0.81%)
|
3.60%
|
3.03%
|
1
|
The net version of the index
reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes.
|
The after-tax figures reflect
the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not
relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may
exceed the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Agnes Hong, CFA,
Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2012.
Ferian Juwono, CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2013.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors (as
determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund’s transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The minimum may be waived for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
16
Schwab
International Index Fund
®
There can be no assurance that
the funds will achieve their objectives. Except as explicitly described otherwise, the strategies and policies of each fund may be changed without shareholder approval.
The principal investment strategies and the
main risks associated with investing in each fund are summarized in the fund summaries at the front of this prospectus. This section takes a more detailed look at some of the types of securities, the associated risks, and the various investment
strategies that may be used in day-to-day portfolio management of the funds, as described below. In addition to the particular types of securities and strategies that are described in this prospectus, each fund may use strategies that are not
described herein in support of its overall investment goal. These additional strategies and the risks associated with them are described in the “Investment strategies, securities and risks” section in the Statement of Additional
Information (SAI).
Investment
objectives and more about principal risks
Schwab
S&P
500 Index Fund
Investment objective
The fund’s goal is to
track the total return of the S&P 500 Index.
Index
The S&P 500 Index includes the stocks of 500
leading U.S. publicly traded companies from a broad range of industries.
Standard & Poor’s, the company that maintains the index, uses a variety of measures to determine which stocks are listed in the
index. Each stock is represented in the index in proportion to its total market value.
Although the 500 companies in
the index constitute only about 13% of all the publicly traded companies in the United States, they represent approximately 79% of the total value of the U.S. stock market, as of December 31, 2015. Companies of this size are generally considered
large-cap stocks. Their performance is widely followed, and the index itself is popularly seen as a measure of overall U.S. stock market performance.
Because the index weights a stock according to
its market capitalization (total market value of all shares outstanding), larger stocks have more influence on the performance of the index than do the index’s smaller stocks.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected
by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended
periods of time.
Tracking
Error Risk.
As an index fund, the fund seeks to track the performance of its comparative index, although it may not be successful in doing so. The divergence between the performance of the fund and its index,
positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in its index, match the securities’ weighting to
the index, or the fund may invest in securities not in the index, due to regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing,
which may result in tracking error. The fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of the
fund, operating expenses and trading costs all affect the ability of the fund to match the performance of its index, because the index does not have to manage cash flows and does not incur any costs.
Large-Cap Risk.
Although the S&P 500 Index encompasses stocks from many different sectors of the economy, its performance primarily reflects that of large-cap stocks, which tend to go in and out of favor based on market and
economic conditions. As a result, during a period when these stocks fall behind other types of investments
– bonds or mid- or small-cap stocks, for instance
– the fund’s performance also will lag those investments.
Derivatives Risk.
The fund may use derivatives to enhance returns or hedge against market declines. Examples of derivatives are futures and options on futures. An option is the right to buy or sell an instrument at a specific price
before a specific date. A future is an agreement to buy or sell a financial instrument at a specific price on a specific day. The use of derivatives, subject to regulation by the Commodity Futures Trading Commission (CFTC), could cause the fund to
become a commodity pool, which would require the fund to comply with certain CFTC rules.
The fund’s use of derivative instruments
involves risks different from or possibly greater than the risks associated with investing directly in
securities and other
traditional investments. Certain of these risks, such as liquidity risk and market risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to lack of availability risk, credit risk, leverage risk,
valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty
to a derivatives transaction may not fulfill its obligations. Leverage risk is the risk that a small percentage of assets invested in derivatives can have a disproportionately large impact on the fund. Valuation risk is the risk that a particular
derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund
to realize higher amounts of short-term capital gain. The fund’s use of derivatives could reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested.
Liquidity
Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during stressed market conditions. The market for certain
investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid
securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector.
Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large shareholder redemptions may impact the
ability of the fund to meet redemption requests within the required time period. In order to meet such redemption requests, the fund may be forced to sell securities at inopportune times or prices.
Securities Lending Risk.
The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund lends
portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in
the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay
lending fees to a party arranging the loan.
Schwab 1000 Index Fund
Investment objective
The fund’s goal is to
match the total return of the Schwab 1000 Index.
Index
The Schwab 1000 Index includes the stocks of the
1,000 largest stocks of publicly traded companies in the United States, with size being determined by market capitalization (total market value of all shares outstanding).
The index is designed to be a measure of
the performance of large- and mid-cap U.S. stocks.
Although there are currently
more than 3,960 total stocks in the United States, the companies represented by the Schwab 1000 Index make up some 91% of the total value of all U.S. stocks, as of December 31, 2015. These large- and mid-cap stocks cover many industries and
represent many sizes. Because large- and mid-cap stocks can perform differently from each other at times, a fund that invests in both categories of stocks may have somewhat different performance than a fund that invests only in large-cap
stocks.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected
by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended
periods of time.
Tracking
Error Risk.
As an index fund, the fund seeks to track the performance of its comparative index, although it may not be successful in doing so. The divergence between the performance of the fund and its index,
positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in its index, match the securities’ weighting to
the index, or the fund may invest in securities not in the index, due to regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing,
which may result in tracking error. The fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of the
fund, operating expenses and trading costs all affect the ability of the fund to match the performance of its index, because the index does not have to manage cash flows and does not incur any costs.
Large- and Mid-Cap Risk.
Many of the risks of this fund are associated with its investment in the large- and mid-cap segments of the U.S. stock market. Both large- and mid-cap stocks tend to go in and out of favor based on market and economic
conditions. However, stocks of mid-cap companies tend to be more volatile than those of large-cap companies because mid-cap companies tend to be more susceptible to adverse business or economic events than larger more established companies. During a
period when large- and mid-cap U.S. stocks fall behind other types of investments
– bonds or small-cap stocks, for instance
– the fund’s performance
also will lag those investments.
Derivatives Risk.
The fund may use derivatives to enhance returns or hedge against market declines. Examples of derivatives are futures and options on futures. An option is the right to buy or sell an instrument at a specific price
before a specific date. A future is an agreement to buy or sell a financial instrument at a specific price on a specific day. The use of derivatives, subject to regulation by the CFTC, could cause the fund to become a commodity pool, which would
require the fund to comply with certain CFTC rules.
The fund’s use of
derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as liquidity risk and market risk, are discussed
elsewhere in this prospectus. The fund’s use of derivatives is also subject to lack of availability risk, credit risk, leverage risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable derivative
transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty to a derivatives transaction may not fulfill its obligations. Leverage risk is the risk that a small
percentage of assets invested in derivatives can have a disproportionately large impact on the fund. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the
derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gain. The fund's use of derivatives could reduce the
fund's performance, increase its volatility, and could cause the fund to lose more than the initial amount invested.
Liquidity
Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during stressed market conditions. The market for certain
investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid
securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector.
Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large shareholder redemptions may impact the
ability of the fund to meet redemption requests within the required time period. In order to meet such redemption requests, the fund may be forced to sell securities at inopportune times or prices.
Securities Lending Risk.
The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund lends
portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in
the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay
lending fees to a party arranging the loan.
Schwab Small-Cap Index Fund
Investment objective
The fund’s goal is to
track the performance of a benchmark index that measures the total return of small capitalization U.S. stocks.
Index
The fund seeks to achieve its
investment objective by tracking the total return of the Russell 2000 Index.
The Russell 2000 Index measures the performance of the small-cap sector of the U.S. equity market. The index is a subset of the Russell
3000 Index, representing approximately the 2000 smallest issuers and, as of December 31, 2015, approximately 8% of the total market capitalization of the Russell 3000 Index.
Historically, the performance of small-cap
stocks has not always paralleled that of large-cap stocks. For this reason, some investors use them to diversify a portfolio that invests in larger stocks.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected
by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended
periods of time.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of its comparative index, although it may not be successful in doing so. The divergence between the performance of the fund and its index, positive or negative,
is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in its index, match the securities’ weighting to the index, or the fund
may invest in securities not in the index, due to regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in
tracking error. The fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of the fund, operating
expenses and trading costs all affect the ability of the fund to match the performance of its index, because the index does not have to manage cash flows and does not incur any costs.
Small-Cap
Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements and
may move sharply, especially during market upturns and downturns. Small-cap companies themselves may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind
other types of investments – bonds or large- or mid-cap stocks, for instance
– the fund’s performance also will lag those investments.
Derivatives Risk.
The fund may use derivatives to enhance returns or hedge against market declines. Examples of derivatives are futures and options on futures. An option is the right to buy or sell an instrument at a specific price
before a specific date. A future is an agreement to buy or sell a financial instrument at a specific price on a specific day. The use of derivatives, subject to regulation by the CFTC, could cause the fund to become a commodity pool, which would
require the fund to comply with certain CFTC rules.
The fund’s use of
derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as liquidity risk and market risk, are discussed
elsewhere in this prospectus. The fund’s use of derivatives is also subject to lack of availability risk, credit risk, leverage risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable derivative
transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty to a derivatives transaction may not fulfill its obligations. Leverage risk is the risk that a small
percentage of assets invested in derivatives can have a disproportionately large impact on the fund. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the
derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gain. The fund’s use of derivatives could
reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested.
Liquidity
Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during stressed market conditions. The market for certain
investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid
securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector.
Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large shareholder redemptions may impact the
ability of the fund to meet redemption requests within the required time period. In order to meet such redemption requests, the fund may be forced to sell securities at inopportune times or prices.
Securities Lending Risk.
The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund lends
portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in
the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay
lending fees to a party arranging the loan.
Schwab Total Stock Market Index Fund
Investment objective
The fund’s goal is the
track the total return of the entire U.S. stock market, as measured by the Dow Jones U.S. Total Stock Market Index.
Index
The fund’s comparative
index includes all publicly traded stocks of companies headquartered in the United States for which pricing information is readily available – 3,960 stocks, as of December 31, 2015.
The index is a
float-adjusted market capitalization weighted index that reflects the shares of securities actually available to investors in the marketplace.
The U.S. stock market is commonly divided into
three segments, based on market capitalization. Mid- and small-cap stocks are the most numerous, but make up only about one-third of the total value of the market. In contrast, large-cap stocks are relatively few in number but
make up approximately
two-thirds of the market’s total value. In fact, the largest 1,000 of the market’s listed stocks represent about 91% of its total value, as of December 31, 2015.
In terms of performance, these segments can
behave somewhat differently from each other, over the short-term as well as the long-term. For that reason, the performance of the overall stock market can be seen as a blend of the performance of all three segments.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected
by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended
periods of time.
Tracking
Error Risk.
As an index fund, the fund seeks to track the performance of its comparative index, although it may not be successful in doing so. The divergence between the performance of the fund and its index,
positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in all of the securities in its index or may invest in securities not in the
index, because the manager may use a sampling technique that is designed to balance the risk of tracking error against the negative effects of transaction costs associated with certain investments. Similarly, the fund may not invest in certain
securities in its index, or match the securities’ weighting to the index, due to regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index
rebalancing, which may result in tracking error. The fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and
out of the fund, operating expenses and trading costs all affect the ability of the fund to match the performance of its index, because the index does not have to manage cash flows and does not incur any costs.
Large- and Mid-Cap Risk.
Many of the risks of this fund are associated with its investment in the large- and mid-cap segments of the U.S. stock market. Both large- and mid-cap stocks tend to go in and out of favor based on market and economic
conditions. However, stocks of mid-cap companies tend to be more volatile than those of large-cap companies because mid-cap companies tend to be more susceptible to adverse business or economic events than larger more established companies. During a
period when large- and mid-cap U.S. stocks fall behind other types of investments
– bonds or small-cap stocks, for instance
– the fund’s performance
also will lag those investments.
Small-Cap
Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements and
may move sharply, especially during market upturns and downturns. Small-cap companies themselves may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind
other types of investments – bonds or large- or mid-cap stocks, for instance
– the fund’s performance also will lag those investments.
Derivatives Risk.
The fund may use derivatives to enhance returns or hedge against market declines. Examples of derivatives are futures and options on futures. An option is the right to buy or sell an instrument at a specific price
before a specific date. A future is an agreement to buy or sell a financial instrument at a specific price on a specific day. The use of derivatives, subject to regulation by the CFTC, could cause the fund to become a commodity pool, which would
require the fund to comply with certain CFTC rules.
The fund’s use of
derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as liquidity risk and market risk, are discussed
elsewhere in this prospectus. The fund’s use of derivatives is also subject to lack of availability risk, credit risk, leverage risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable derivative
transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty to a derivatives transaction may not fulfill its obligations. Leverage risk is the risk that a small
percentage of assets invested in derivatives can have a disproportionately large impact on the fund. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the
derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gain. The fund’s use of derivatives could
reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested.
Liquidity
Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during stressed market conditions. The market for certain
investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid
securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector.
Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large shareholder redemptions may impact the
ability of the fund to meet redemption
requests within the required
time period. In order to meet such redemption requests, the fund may be forced to sell securities at inopportune times or prices.
Securities Lending Risk.
The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund lends
portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in
the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay
lending fees to a party arranging the loan.
Schwab International Index Fund
Investment objective
The fund’s goal is to
track the performance of a benchmark index that measures the total return of large, publicly traded non-U.S. companies from countries with developed equity markets outside of the United States.
Index
The fund seeks to achieve its
investment objective by tracking the total return of the MSCI EAFE Index. The MSCI EAFE Index includes stocks from Europe, Australasia and the Far East, and as of December 31, 2015, it consisted of the following 21 developed market country indices:
Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.
Over the past decades, foreign stock markets
have grown rapidly. The market value of the index captures approximately 35% of the world’s total market capitalization, as of December 31, 2015.
For some investors, an international index
fund represents an opportunity for low-cost access to a variety of world markets in one fund. Others turn to international stocks to diversify a portfolio of U.S. investments, because international stock markets historically have performed somewhat
differently from the U.S. market.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected
by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended
periods of time.
Large-Cap Risk.
Large-cap stocks tend to go in and out of favor based on market and economic conditions. During a period when these stocks fall behind other types of investments
– bonds or
mid- or small-cap stocks, for instance
– the fund’s performance also will lag those investments.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of its comparative index, although it may not be successful in doing so. The divergence between the performance of the fund and its index, positive or negative,
is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in its index, match the securities’ weighting to the index, or the fund
may invest in securities not in the index, due to regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in
tracking error. In addition, the fund may not invest in issuers located in certain countries due to these considerations. The fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments,
but these efforts may not be successful. In certain circumstances, the fund may value securities based on fair value developed using methods approved by the fund’s board of trustees. To the extent the fund calculates its net asset value (NAV)
based on fair value prices, the fund’s performance may diverge from its index. In addition, cash flows into and out of the fund, operating expenses and trading costs all affect the ability of the fund to match the performance of its index,
because the index does not have to manage cash flows and does not incur any costs.
Foreign Investment Risk.
The fund’s investments in securities of foreign issuers involve certain risks that are greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in
foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government
restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. In certain countries, legal remedies available to investors may be more
limited than those available with respect to investments in the United States. The securities of some foreign companies may be less liquid and, at times, more volatile than securities of comparable U.S. companies. The fund may also experience more
rapid or extreme changes in value as compared to a fund that invests solely in securities of U.S. companies because the
securities markets of many
foreign countries are relatively small, with a limited number of companies representing a small number of industries. In addition, the fund’s investments in foreign securities may be subject to economic sanctions or other government
restrictions. These restrictions may negatively impact the value or liquidity of the fund’s investments, and could impair the fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is
also the risk that the cost of buying, selling, and holding foreign securities, including brokerage, tax, and custody costs, may be higher than those involved in domestic transactions. These risks may be heightened in connection with investments in
emerging markets.
Currency Risk.
As a result of the fund’s investments in securities denominated in, and/or receiving revenues in, foreign currencies, the fund will be subject to currency risk. This is the risk that those currencies will decline
in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the fund would be adversely affected.
Currency exchange rates may fluctuate in response to factors extrinsic to that country’s economy, which makes the forecasting of currency market movements difficult. Currency rates in foreign countries may fluctuate significantly over short
periods of time for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency
controls or other political developments in the United States or abroad. These can result in losses to the fund if it is unable to deliver or receive currency or monies in settlement of obligations and could also cause hedges it has entered into to
be rendered useless, resulting in full currency exposure as well as incurring transactions costs.
Derivatives Risk.
The fund may use derivatives to enhance returns or hedge against market declines. Examples of derivatives are futures and options on futures. An option is the right to buy or sell an instrument at a specific price
before a specific date. A future is an agreement to buy or sell a financial instrument at a specific price on a specific day. The use of derivatives, subject to regulation by the CFTC, could cause the fund to become a commodity pool, which would
require the fund to comply with certain CFTC rules.
The fund’s use of
derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as liquidity risk and market risk, are discussed
elsewhere in this prospectus. The fund’s use of derivatives is also subject to lack of availability risk, credit risk, leverage risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable derivative
transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty to a derivatives transaction may not fulfill its obligations. Leverage risk is the risk that a small
percentage of assets invested in derivatives can have a disproportionately large impact on the fund. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the
derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gain. The fund’s use of derivatives could
reduce the fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested.
Liquidity
Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during stressed market conditions. The market for certain
investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid
securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector.
Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large shareholder redemptions may impact the
ability of the fund to meet redemption requests within the required time period. In order to meet such redemption requests, the fund may be forced to sell securities at inopportune times or prices.
Securities Lending Risk.
The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund lends
portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in
the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay
lending fees to a party arranging the loan.
Portfolio holdings
The funds may make various
types of portfolio securities information available to shareholders. The funds post a detailed list of the securities held by each fund at www.csimfunds.com/schwabfunds_prospectus (under “Portfolio Holdings”) as of the most recent
calendar quarter-end. This list is generally updated approximately 15-20 days after the end of the calendar quarter remaining posted until at least the following calendar quarter. The funds also post in the fund summary section of the website and on
fund fact sheets certain summary portfolio attributes, including top ten holdings, approximately 5-25 days after the end of the calendar quarter. The funds may exclude any portion of these portfolio holdings from publication when deemed in the best
interest of a fund. Further information regarding the funds’ policy and procedures on the disclosure of portfolio holdings is available in the SAI.
This section provides further
details about each fund’s financial history for the past five years. Certain information reflects financial results for a single fund share. “Total return” shows the percentage that an investor in a fund would have earned
or lost during a given period, assuming all distributions were reinvested. Each fund’s independent registered public accounting firm, PricewaterhouseCoopers LLP (PwC), audited these figures. PwC’s full report is included in each
fund’s annual report (see back cover).
Schwab
S&P 500 Index Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
31.99
|
$
27.78
|
$
22.35
|
$
19.82
|
$
18.70
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.67
1
|
0.56
|
0.52
|
0.44
|
0.39
|
|
Net
realized and unrealized gains (losses)
|
0.92
|
4.13
|
5.40
|
2.49
|
1.09
|
|
Total
from investment operations
|
1.59
|
4.69
|
5.92
|
2.93
|
1.48
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.58)
|
(0.48)
|
(0.49)
|
(0.40)
|
(0.36)
|
|
Net
asset value at end of period
|
$
33.00
|
$
31.99
|
$
27.78
|
$
22.35
|
$
19.82
|
|
Total
return
|
5.10%
|
17.16%
|
27.06%
|
15.09%
|
7.97%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
0.09%
|
0.09%
|
0.09%
|
0.09%
|
0.09%
|
|
Gross
operating expenses
|
0.09%
|
0.09%
|
0.09%
|
0.10%
|
0.10%
|
|
Net
investment income (loss)
|
2.07%
|
1.89%
|
2.10%
|
2.09%
|
1.96%
|
|
Portfolio
turnover rate
|
2%
|
2%
|
1%
|
2%
|
3%
|
|
Net
assets, end of period (x 1,000,000)
|
$21,587
|
$20,473
|
$17,121
|
$12,687
|
$10,909
|
|
1
Calculated based on the
average shares outstanding during the period.
Schwab 1000 Index Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$53.63
|
$48.31
|
$40.23
|
$
37.44
|
$
35.79
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
1
|
0.94
|
0.83
|
0.81
|
0.71
|
0.62
|
|
Net
realized and unrealized gains (losses)
|
1.40
|
6.74
|
9.74
|
4.32
|
2.07
|
|
Total
from investment operations
|
2.34
|
7.57
|
10.55
|
5.03
|
2.69
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.86)
|
(0.75)
|
(0.81)
|
(0.72)
|
(0.57)
|
|
Distributions
from net realized gains
|
(1.44)
|
(1.50)
|
(1.66)
|
(1.52)
|
(0.47)
|
|
Total
distributions
|
(2.30)
|
(2.25)
|
(2.47)
|
(2.24)
|
(1.04)
|
|
Net
asset value at end of period
|
$
53.67
|
$
53.63
|
$48.31
|
$40.23
|
$
37.44
|
|
Total
return
|
4.66%
|
16.36%
|
27.85%
|
14.38%
|
7.60%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
0.29%
|
0.29%
|
0.29%
|
0.29%
|
0.29%
|
|
Gross
operating expenses
|
0.33%
|
0.33%
|
0.34%
|
0.34%
|
0.34%
|
|
Net
investment income (loss)
|
1.77%
|
1.64%
|
1.87%
|
1.85%
|
1.64%
|
|
Portfolio
turnover rate
|
4%
|
4%
|
4%
|
4%
|
5%
|
|
Net
assets, end of period (x 1,000,000)
|
$6,550
|
$6,586
|
$
5,887
|
$4,848
|
$4,552
|
|
1
Calculated based on the
average shares outstanding during the period.
Schwab Small-Cap Index Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$28.13
|
$
27.62
|
$
21.26
|
$20.55
|
$19.18
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
1
|
0.38
|
0.35
|
0.42
|
0.33
|
0.25
|
|
Net
realized and unrealized gains (losses)
|
(0.34)
|
1.76
|
6.94
|
1.89
|
1.37
|
|
Total
from investment operations
|
0.04
|
2.11
|
7.36
|
2.22
|
1.62
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.34)
|
(0.31)
|
(0.50)
|
(0.35)
|
(0.20)
|
|
Distributions
from net realized gains
|
(1.54)
|
(1.29)
|
(0.50)
|
(1.16)
|
(0.05)
|
|
Total
distributions
|
(1.88)
|
(1.60)
|
(1.00)
|
(1.51)
|
(0.25)
|
|
Net
asset value at end of period
|
$26.29
|
$28.13
|
$
27.62
|
$21.26
|
$20.55
|
|
Total
return
|
0.36%
|
8.08%
|
36.23%
|
11.87%
|
8.45%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
0.17%
|
0.17%
|
0.17%
|
0.17%
|
0.19%
|
|
Gross
operating expenses
|
0.20%
|
0.21%
|
0.20%
|
0.21%
|
0.19%
|
|
Net
investment income (loss)
|
1.37%
|
1.27%
|
1.76%
|
1.63%
|
1.18%
|
|
Portfolio
turnover rate
|
17%
|
12%
|
11%
|
41%
2
|
26%
|
|
Net
assets, end of period (x 1,000,000)
|
$
2,607
|
$
2,567
|
$
2,351
|
$
1,675
|
$1,502
|
|
1
Calculated based on the
average shares outstanding during the period.
2
Portfolio turnover rate
increase was mainly the result of trading activities in connection with the change in primary benchmark index effective December 14, 2011.
Schwab Total Stock Market Index Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$36.96
|
$
32.53
|
$25.80
|
$
22.92
|
$
21.57
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.72
1
|
0.60
|
0.57
|
0.47
|
0.41
|
|
Net
realized and unrealized gains (losses)
|
0.83
|
4.49
|
6.70
|
2.83
|
1.33
|
|
Total
from investment operations
|
1.55
|
5.09
|
7.27
|
3.30
|
1.74
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.61)
|
(0.51)
|
(0.54)
|
(0.42)
|
(0.39)
|
|
Distributions
from net realized gains
|
(0.21)
|
(0.15)
|
—
|
—
|
—
|
|
Total
distributions
|
(0.82)
|
(0.66)
|
(0.54)
|
(0.42)
|
(0.39)
|
|
Net
asset value at end of period
|
$
37.69
|
$36.96
|
$
32.53
|
$25.80
|
$22.92
|
|
Total
return
|
4.36%
|
15.93%
|
28.76%
|
14.71%
|
8.14%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
0.09%
|
0.09%
|
0.09%
|
0.09%
|
0.09%
|
|
Gross
operating expenses
|
0.11%
|
0.10%
|
0.10%
|
0.10%
|
0.11%
|
|
Net
investment income (loss)
|
1.92%
|
1.79%
|
2.02%
|
2.02%
|
1.79%
|
|
Portfolio
turnover rate
|
2%
|
1%
|
2%
|
3%
|
1%
|
|
Net
assets, end of period (x 1,000,000)
|
$
4,477
|
$
4,049
|
$
3,183
|
$2,240
|
$
1,747
|
|
1
Calculated based on the
average shares outstanding during the period.
Schwab International Index Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
19.42
|
$
19.92
|
$
16.32
|
$16.02
|
$
17.31
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.54
1
|
0.64
|
0.49
|
0.57
|
0.57
|
|
Net
realized and unrealized gains (losses)
|
(0.86)
|
(0.63)
|
3.69
|
0.33
|
(1.38)
|
|
Total
from investment operations
|
(0.32)
|
0.01
|
4.18
|
0.90
|
(0.81)
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.61)
|
(0.51)
|
(0.58)
|
(0.60)
|
(0.48)
|
|
Net
asset value at end of period
|
$18.49
|
$
19.42
|
$
19.92
|
$16.32
|
$16.02
|
|
Total
return
|
(1.53%)
|
0.09%
|
26.40%
|
6.07%
|
(4.83%)
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
0.19%
|
0.19%
|
0.19%
|
0.19%
|
0.19%
|
|
Gross
operating expenses
|
0.23%
|
0.23%
|
0.23%
|
0.23%
|
0.21%
|
|
Net
investment income (loss)
|
2.82%
|
3.42%
|
2.88%
|
3.66%
|
3.26%
|
|
Portfolio
turnover rate
|
7%
|
2%
|
5%
|
31%
2
|
10%
|
|
Net
assets, end of period (x 1,000,000)
|
$
2,844
|
$2,699
|
$
2,205
|
$1,415
|
$
1,375
|
|
1
Calculated based on the
average shares outstanding during the period.
2
Portfolio turnover rate
increase was mainly the result of trading activities in connection with the change in primary benchmark index effective December 20, 2011.
The investment adviser for the
funds is Charles Schwab Investment Management, Inc. (CSIM), 211 Main Street, San Francisco, CA 94105. CSIM was founded in 1989 and as of January 31, 2016, managed approximately $277 billion in assets.
As the investment adviser, the firm oversees
the asset management and administration of the funds. As compensation for these services, the firm receives a management fee from each fund. For the 12 months ended October 31, 2015, these fees were 0.06% for the Schwab S&P 500 Index Fund, 0.18%
for the Schwab 1000 Index Fund, 0.12% for the Schwab Small-Cap Index Fund, 0.04% for the Schwab Total Stock Market Index Fund, and 0.12% for the Schwab International Index Fund. These figures, which are expressed as a percentage of each fund’s
average daily net assets, represent the actual amounts paid, including the effects of reductions.
A discussion regarding the basis for the Board
of Trustees’ approval of each fund’s investment advisory agreement is available in each fund’s 2015 annual report, which covers the period of November 1, 2014 through October 31, 2015.
Agnes
Hong,CFA,
Vice President and Head of Passive Equity Strategies, leads the portfolio management teams of Schwab’s passive equity funds and ETFs,
which comprise the
Schwab Equity Index Funds, the Schwab Fundamental Index Funds and the Schwab Equity ETFs. She also has overall responsibility for all aspects of the management of the funds. Prior to joining CSIM in 2009, Ms. Hong spent five years as a portfolio
manager at Barclays Global Investors (subsequently acquired by BlackRock), where she managed institutional index funds and quantitative active funds. Prior to that, Ms. Hong worked in management consulting and product management, servicing global
financial services clients.
Ferian
Juwono,CFA,
Managing Director and Senior Portfolio Manager, is responsible for the day-to-day co-management of the Schwab Equity Index Funds, the Schwab Fundamental Index Funds and the Schwab Equity ETFs. Prior to
joining CSIM in 2010, Mr. Juwono worked at BlackRock (formerly Barclays Global Investors), where he spent more than three years as a portfolio manager, managing equity index funds for institutional clients, and nearly two years as a senior business
analyst. Prior to that, Mr. Juwono worked for over four years as a senior financial analyst with Union Bank of California.
David Rios,
Portfolio Manager, is responsible for the day-to-day co-management of the Schwab Passive Equity Strategies, including the Schwab S&P 500 Index Fund, Schwab 1000 Index Fund,
Schwab Small-Cap Index Fund and
Schwab S&P 500 Portfolio. He joined CSIM in 2008 and became a Portfolio Manager in September 2014. Prior to this role, Mr. Rios served as an Associate Portfolio Manager on the Schwab Equity Index Strategies team for four years. His first role
with CSIM was as a trade operation specialist. He also previously worked as a senior fund accountant at Investors Bank & Trust (subsequently acquired by State Street Corporation).
Additional information about the portfolio
managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in each fund is available in the SAI.
In this section, you will find information on
buying, selling and exchanging shares. You may invest in the funds through an intermediary by placing orders through your brokerage account at Schwab or an account with another broker/dealer, investment adviser, 401(k) plan, employee benefit plan,
administrator, bank, or other financial intermediary (intermediary) that is authorized to accept orders on behalf of a fund (intermediary orders). Eligible Investors (as defined herein) may invest directly in a fund by placing orders through the
fund’s transfer agent (direct orders). You also will see how to choose a distribution option for your investment. Helpful information on taxes is included as well.
Investing through a financial intermediary
Placing orders through your intermediary
When you place orders through Schwab or other
intermediary, you are not placing your orders directly with the funds, and you must follow Schwab’s or the other intermediary’s transaction procedures. Your intermediary may impose different or additional conditions than the funds on
purchases, redemptions and exchanges of fund shares. These differences may include initial, subsequent and maintenance investment requirements, exchange policies, fund choices, cut-off times for investment and trading restrictions. Your intermediary
may independently establish and charge its customers transaction fees, account fees and other fees in addition to the fees charged by the funds. These additional fees may vary over time and would increase the cost of your investment and lower
investment returns. You should consult your intermediary directly for information regarding these conditions and fees. The funds are not responsible for the failure of your intermediary to carry out its responsibilities.
Only certain intermediaries are authorized to
accept orders on behalf of a fund. If your fund shares are no longer held by an authorized intermediary, the fund may impose restrictions on your ability to manage or maintain your shares. For example, you will not be able to place orders to
purchase additional shares. To remove these restrictions, you have two options. First, you may move your shares to Schwab or another intermediary that is authorized to accept fund orders. Second, you may maintain a direct account with a fund if you
meet the eligibility requirements for placing direct orders and your completed account application and supporting documentation is returned to and accepted by the fund’s transfer agent, Boston Financial Data Services (transfer agent). The
eligibility requirements and instructions for submitting an account application are set forth in the “Investing directly with the funds” section of this prospectus. If you do not exercise one of these options within ninety days, a fund
reserves the right to redeem your shares.
Buying,
selling and exchanging shares through an intermediary
To purchase, redeem or exchange shares held in
your Schwab account or in your account at another intermediary, you must place your orders with the intermediary that holds your shares. You may not purchase, redeem or exchange shares held in your intermediary account directly with a fund.
When selling or exchanging shares, you should
be aware of the following fund policies:
•Each fund may take
up to seven days to pay sale proceeds.
•Each fund reserves
the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses in converting these
securities to cash.
•Exchange orders are
limited to other Schwab Funds
®
that are not Sweep Investments
®
or Laudus MarketMasters Funds
®
, and must meet the
minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging.
•You should obtain
and read the prospectus for the fund into which you are exchanging prior to placing your order.
Investing directly with the funds
Investor eligibility requirements for placing direct
orders
Only Eligible Investors (as
defined below) may purchase shares directly from the funds’ transfer agent, Boston Financial Data Services. Eligible Investors include, but are not limited to, qualified and non-qualified employee benefit plans (including but not limited to
defined benefit plans, defined contribution plans and 401(k) plans), foundations and endowments, banks, trusts, investment companies and corporate capital and cash management accounts. Eligible Investors may also be shareholders who receive shares
of a Schwab fund as a result of a reorganization of a fund. The funds reserve the right to determine which potential investors qualify as Eligible Investors. Shares held by a non-Eligible Investor directly with a fund are subject to involuntary
redemption by the fund.
30
Investing in the
funds
Opening an account to place direct orders
You must satisfy the investor
eligibility requirements for direct order clients to place direct orders for a fund’s shares. Eligible Investors must open an account with a fund through the fund’s transfer agent, prior to placing direct orders. You may obtain an
account application by calling the transfer agent at 1-800-407-0256. Your completed application and supporting documents must be returned to, and accepted by, the transfer agent before you can place direct orders. You cannot place direct orders
through your Schwab account or through your account at another intermediary.
Initial and additional direct purchases by wire
Subject to acceptance by a fund, you may make
your initial purchase and any additional purchases of shares by wiring federal funds to the transfer agent. If you have not yet opened an account with a fund, you must fax a signed, hard copy of the completed account application and all supporting
documents to the transfer agent at 1-816-218-0490. You must call the transfer agent at 1-800-407-0256 prior to the close of the fund (generally 4:00 p.m. Eastern time or the close of the NYSE, whichever is earlier) to place your order and to receive
wire instructions. Orders received by the transfer agent in good order on or prior to the close of the fund will be processed at the net asset value per share of the fund for that day. Your wired funds must be received and accepted by the transfer
agent prior to 6:00 p.m. Eastern time or the deadline for the Fedwire Funds Service for initiating third party transfers, whichever is earlier, on the day your purchase order is placed. Please call the transfer agent at 1-800-407-0256 if you have
any questions or need additional information.
Initial and additional direct purchases by mail
Subject to acceptance by a fund, you may open
an account and make your initial purchase and any additional purchases of a fund’s shares by mail. To open an account by mail, complete and sign the account application and mail the account application, all supporting documents and a check for
the desired purchase amount to the transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. Additional investments may be made at any time by mailing a check (payable to Schwab Funds) to the transfer
agent at the address above. Be sure to include your account number on your check.
Subject to acceptance by the fund, payment for
the purchase of shares received by mail will be credited to a shareholder’s account at the net asset value per share of the fund next determined after receipt, even though the check may not yet have been converted into federal funds. For
purposes of calculating the purchase price of fund shares, a purchase order is received by the fund on the day that it is in good order unless it is rejected by the fund’s transfer agent. For a cash purchase order of fund shares to be in good
order on a particular day, a check must be received on or before the close of the fund (generally 4:00 p.m. Eastern time or the close of the NYSE, whichever is earlier) on that day. If the payment is received by a fund after the deadline, the
purchase price of fund shares will be based upon the next determination of net asset value of fund shares. No currency, third party checks, foreign checks, starter checks, credit card checks, traveler’s checks or money orders will be accepted
by the fund.
Direct redemptions and exchanges
When selling or exchanging shares directly,
you should be aware of the following fund policies:
•Each fund may take
up to seven days to pay sale proceeds.
•Each fund reserves
the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses in converting these
securities to cash.
•Exchange
orders are limited to other Schwab Funds that are not Sweep Investments or Laudus MarketMasters Funds, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging.
•If you are
selling shares that were recently purchased by check, the proceeds may be delayed until the check for purchase clears; this may take up to 15 days from the date of purchase.
•You should obtain
and read the prospectus for the fund into which you are exchanging prior to placing your order.
Direct redemptions by telephone
If you authorized the telephone redemption
option in the account application, you may place a redemption order by calling the transfer agent at 1-800-407-0256 and requesting that the redemption proceeds be wired per the authorized instructions in the account application or mailed to the
primary registration address. Your redemption order will be processed at the net asset value per share of the fund next determined after receipt of your telephone redemption order by the transfer agent. Please note that the transfer agent may only
act on telephone instructions believed by the transfer agent to be genuine. The transfer agent’s records of such instructions are binding on the shareholder. The funds and their service providers (including the transfer agent, Schwab and CSIM)
are not responsible for any losses or costs that may arise from following telephone instructions that the transfer agent reasonably believes to be genuine. The transfer agent will employ reasonable procedures to confirm that instructions
communicated are genuine. These procedures include tape recording of telephone instructions and requiring some form of personal identification prior to acting upon instructions received by telephone.
Investing in the
funds
31
Direct redemptions by mail
You may redeem your fund shares by mail by
sending a request letter to the funds’ transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. Your redemption request will be processed by a fund at the net asset value per share of the fund
next determined after the request is received in good order. To be in good order, the redemption request must include the name of the fund and the number of shares or the dollar amount to be redeemed, all required signatures and authorizations and
any required signature guarantees.
Additional direct
redemption information
To protect you, the funds and
their service providers from fraud, signature guarantees may be required to enable the transfer agent to verify the identity of the person who has authorized a redemption from an account. Signature guarantees are required for (1) redemptions where
the proceeds are to be sent to someone other than the registered shareholder(s) at the registered address, (2) redemptions if your account address has changed within the last 10 business days, (3) share transfer requests, and (4) redemptions where
the proceeds are wired in connection with bank instructions not already on file with the transfer agent. Signature guarantees may be obtained from certain eligible financial institutions, including, but not limited to, the following: U.S. banks,
trust companies, credit unions, securities brokers and dealers, savings and loan associations and participants in the Securities and Transfer Association Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the New York Stock
Exchange Medallion Signature Program (MSP). Signature guarantees from non-U.S. banks that do not include a stamp may require a U.S. consulate stamp. You may contact the transfer agent at 1-800-407-0256 for further details.
Direct exchange privileges
Upon request, and subject to certain
limitations, shares of the funds may be exchanged into shares of any other Schwab Fund that is not a Sweep Investment or Laudus MarketMasters Fund. To exchange your shares to another fund, you must meet the minimum investment and other requirements
for the fund and share class into which you are exchanging. Further, you should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. A new account opened by exchange must be established with the same
name(s), address(es) and tax identification number(s) as the existing account. All exchanges will be made based on the respective net asset values next determined following receipt of the request by the fund containing the information indicated
below.
The funds reserve the right to
suspend or terminate the privilege of exchanging shares of the funds by mail or by telephone at any time.
Direct exchanges by telephone
If you authorized the telephone redemption
option in the account application, you may exchange fund shares by telephone by calling the funds’ transfer agent at 1-800-407-0256. Please be prepared to provide the following information: (a) the account number, tax identification number and
account registration; (b) the class of shares to be exchanged (if applicable); (c) the name of the fund from which and the fund into which the exchange is to be made; and (d) the dollar or share amount to be exchanged. Please note that the transfer
agent may act only on telephone instructions believed by the transfer agent to be genuine. Please see the section entitled “Direct redemptions by telephone” for more information regarding transacting with the funds’ transfer agent
via telephone.
Direct exchanges by mail
To exchange fund shares by
mail, simply send a letter of instruction to the funds’ transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. The letter of instruction must include: (a) your account number; (b) the class of
shares to be exchanged (if applicable); (c) the fund from and the fund into which the exchange is to be made; (d) the dollar or share amount to be exchanged; and (e) the signatures of all registered owners or authorized parties.
Share price
The funds are open for business
each day that the NYSE is open. Each fund calculates its share price each business day as of the close of the NYSE (generally 4:00 p.m. Eastern time). If the NYSE is closed due to weather or other extenuating circumstances on a day it would
typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the funds reserve the right to treat such day as a business day and accept purchase and redemption orders and calculate their share
price as of the normally scheduled close of regular trading on the NYSE for that day. A fund’s share price is its net asset value per share, or NAV, which is the fund’s net assets divided by the number of its shares outstanding. Orders
to buy, sell or exchange shares that are received by a fund in good order on or prior to the close of the fund (generally 4:00 p.m. Eastern time) will be executed at the next share price calculated that day.
If you place an order through your Schwab
account or an account at another intermediary, please consult with your intermediary to determine when your order will be executed. Generally, you will receive the share price next calculated after the fund receives your order from your
intermediary. However, some intermediaries, such as Schwab, may arrange with the fund for you to receive the share price next calculated after your intermediary has received your order. Some intermediaries may require that they receive orders prior
to a specified cut-off time.
32
Investing in the
funds
In valuing its securities, a
fund uses market quotes or official closing prices if they are readily available. In cases where quotes are not readily available or the investment adviser deems them unreliable, a fund may value securities based on fair values developed using
methods approved by the fund’s Board of Trustees.
Shareholders of the Schwab International Index
Fund should be aware that because foreign markets are often open on weekends and other days when the fund is closed, the value of the fund’s portfolio may change on days when it is not possible to buy or sell shares of the fund.
Additional policies affecting your investment
Minimum
initial investment
|
$100
|
The minimum may be
waived for certain retirement plans and plan participants, and for certain investment programs, or in a fund’s sole discretion.
Choose an option for fund distributions.
If you are an Eligible Investor placing direct orders with a fund, you will have one of the three options described below for fund distributions. If you don’t indicate a choice, you will receive the first option.
If you are placing orders through an intermediary, you will select from the options for fund distributions provided by your intermediary, which may be different than those provided by the funds to Eligible Investors. You should consult with your
financial intermediary to discuss available options.
Option
|
Feature
|
Reinvestment
|
All
dividends and capital gain distributions are invested automatically in shares of the fund.
|
Cash/reinvestment
mix
|
You
receive payment for dividends, while any capital gain distributions are invested in shares of the fund.
|
Cash
|
You
receive payment for all dividends and capital gain distributions.
|
Each fund reserves certain rights, including the
following:
•To
materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders.
•To change or waive a
fund’s investment minimums.
•To suspend the right
to sell shares back to the fund, and delay sending proceeds, during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC.
•To withdraw or
suspend any part of the offering made by this prospectus.
Payments by the investment adviser or its affiliates
The investment adviser or its affiliates may
make cash payments out of their own resources, or provide products and services at a discount, to certain brokerage firms, banks, retirement plan service providers and other financial intermediaries that perform shareholder, recordkeeping,
sub-accounting and other administrative services in connection with investments in fund shares. These payments or discounts are separate from, and may be in addition to, any shareholder service fees or other administrative fees the funds may pay to
those intermediaries. The investment adviser or its affiliates may also make cash payments out of their own resources, or provide products and services at a discount, to certain financial intermediaries that perform distribution, marketing,
promotional or other distribution-related services. The payments or discounts described by this paragraph may be substantial; however, distribution-related services provided by such intermediaries are paid by the investment adviser or its
affiliates, not by the funds or their shareholders.
Shareholder servicing plan
The Board of Trustees has
adopted a Shareholder Servicing Plan (the Plan) on behalf of the funds. The Plan enables each fund to bear expenses relating to the provision by financial intermediaries, including Schwab (together, service providers), of certain account
maintenance, customer liaison and shareholder services to the current shareholders of the funds.
Pursuant to the Plan, each fund’s shares
are subject to an annual shareholder servicing fee up to the amount set forth in the table below. The shareholder servicing fee paid to a particular service provider is made pursuant to its written agreement with Schwab, as distributor of the funds
(or, in the case of payments made to Schwab acting as a service provider, pursuant to Schwab’s written agreement with the funds), and a fund will pay no more than the amount set forth in the table below of the average annual daily net asset
value of the fund shares owned by shareholders holding shares through such service provider. Payments under the Plan are made as described above without
Investing in the
funds
33
regard to whether the fee is
more or less than the service provider’s actual cost of providing the services, and if more, such excess may be retained as profit by the service provider.
Fund
|
Shareholder
Servicing Fee
|
Schwab
S&P 500 Index Fund
|
0.02%
|
Schwab
1000 Index Fund
|
0.10%
|
Schwab
Small-Cap Index Fund
|
0.02%
|
Schwab
Total Stock Market Index Fund
|
0.02%
|
Schwab
International Index Fund
|
0.02%
|
Policy regarding short-term or
excessive trading
The funds are intended for
long-term investment and not for short-term or excessive trading (collectively market timing). Market timing may adversely impact the funds’ performance by disrupting the efficient management of the funds, increasing fund transaction costs and
taxes, causing the funds to maintain higher cash balances, and diluting the value of the funds’ shares.
In order to discourage market timing, the
funds’ Board of Trustees has adopted policies and procedures that are reasonably designed to reduce the risk of market timing by fund shareholders. Each fund seeks to deter market timing through several methods. These methods may include: fair
value pricing, imposition of redemption fees and trade activity monitoring. Fair value pricing and redemption fees are discussed more thoroughly in the subsequent pages of this prospectus and are considered to be key elements of the funds’
policy regarding short term or excessive trading. Trade activity monitoring is risk based and seeks to identify patterns of activity in amounts that might be detrimental to the funds.
Although these methods are designed to
discourage market timing, there can be no guarantee that the funds will be able to identify and restrict investors that engage in such activities. In addition, some of these methods are inherently subjective and involve judgment in their
application. Each fund and its service providers seek to make these judgments and applications uniformly and in a manner that they believe is consistent with interests of the fund’s long-term shareholders. The funds may amend these policies
and procedures in response to changing regulatory requirements or to enhance the effectiveness of the program.
The funds and their service providers maintain
risk-based surveillance procedures designed to detect market timing in fund shares in amounts that might be detrimental to the fund. Under these procedures, the funds have requested that service providers to the funds monitor transactional activity
in amounts and frequency determined by each fund to be significant to the fund and in a pattern of activity that potentially could be detrimental to the fund. If a fund, in its sole discretion based on these or other factors, determines that a
shareholder has engaged in market timing, it may refuse to process future purchases or exchanges into the fund by that shareholder. These procedures may be modified from time to time as appropriate to improve the detection of market timing and to
comply with applicable laws.
If trades
are effected through a financial intermediary, each fund or its service providers will work with the intermediary to monitor possible market timing activity. The funds reserve the right to contact the intermediary to provide certain shareholder
transaction information and may require the intermediary to restrict the shareholder from future purchases or exchanges in the funds. Transactions by fund shareholders investing through intermediaries may also be subject to the restrictions of the
intermediary’s own frequent trading policies, which may differ from those of the funds. Each fund may defer to an intermediary’s frequent trading policies with respect to those shareholders who invest in the fund through such
intermediary. Each fund will defer to an intermediary’s policies only after the fund determines that the intermediary’s frequent trading policies are reasonably designed to deter transactional activity in amounts and frequency that are
deemed to be significant to the fund and in a pattern of activity that potentially could be detrimental to the fund. Shareholders should consult with their intermediary to determine if additional frequent trading restrictions apply to their fund
transactions.
The funds reserve the
right to restrict, reject or cancel within a reasonable time, without prior notice, any purchase or exchange order for any reason.
Fair value pricing
The Board of Trustees has
adopted procedures to fair value the funds’ securities when market prices are not “readily available” or are unreliable. For example, a fund may fair value a security when a security is de-listed or its trading is halted or
suspended; when a security’s primary pricing source is unable or unwilling to provide a price; when a security’s primary trading market is closed during regular market hours; or when a security’s value is materially affected by
events occurring after the close of the security’s primary trading market.
By fair valuing securities whose prices may
have been affected by events occurring after the close of trading, the funds seek to establish prices that investors might expect to realize upon the current sales of these securities. This methodology is designed to deter “arbitrage”
market timers, who seek to exploit delays between the change in the value of a fund’s portfolio holdings and the net asset value of the
34
Investing in the
funds
fund’s shares, and seeks
to help ensure that the prices at which the fund’s shares are purchased and redeemed are fair and do not result in dilution of shareholder interest or other harm to shareholders.
Each fund makes fair value determinations in
good faith in accordance with the fund’s valuation procedures. Due to the subjective and variable nature of fair value pricing, there can be no assurance that a fund could obtain the fair value assigned to the security upon the sale of such
security.
Redemption fee
Shares redeemed or exchanged within 30 days of
purchase, which shall be calculated to include the 30th day, will be subject to a fee of 2%, which is intended to limit short-term trading in the funds, or to the extent that short-term trading persists, to impose the costs of that type of activity
on the shareholders who engage in it. Each fund treats shares that have been held the longest as being redeemed first. Each fund retains the redemption fees for the benefit of the remaining shareholders. Fund shares purchased with reinvested
dividends are not subject to redemption fees. Each fund reserves the right, in its sole discretion, to waive such fee when, in its judgment, such waiver would be in the best interests of the fund and its long-term shareholders. A fund may waive the
redemption fee for retirement plans, wrap or fee-based programs, charitable giving funds, unregistered separate accounts, redemptions pursuant to rebalancing programs or systematic withdrawal plans established by the fund or financial
intermediaries, and registered investment companies and redemptions initiated by the fund. In addition, certain financial intermediaries may use criteria and methods for tracking, applying and calculating the fees that are different from a
fund’s but which the fund, in its discretion, may determine are in the best interests of the fund and its long-term shareholders. While the funds discourage mutual fund market timing and maintain procedures designed to provide reasonable
assurances that such activity will be identified and terminated, including the imposition of the redemption fee described above, no policy or procedure can guarantee that all such activity will in fact be identified or that such activity can be
completely eliminated. The funds reserve the right to modify or eliminate the redemption fees or waivers at any time.
Large shareholder redemptions
Certain accounts or Schwab
affiliates may from time to time own (beneficially or of record) or control a significant percentage of a fund’s shares. Redemptions by these shareholders of their holdings in a fund may impact each fund’s liquidity and NAV. These
redemptions may also force a fund to sell securities, which may negatively impact a fund’s brokerage costs.
Customer identification and verification and anti-money
laundering program
Federal law requires
all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open your account, you will have to provide your name, address, date of birth, identification number and other information
that will allow the fund or your financial intermediary to identify you. This information is subject to verification to ensure the identity of all persons opening an account.
Each fund or your financial intermediary is
required by law to reject your new account application if the required identifying information is not provided. The fund or your financial intermediary may contact you in an attempt to collect any missing information required on the application, and
your application may be rejected if they are unable to obtain this information. In certain instances, the fund or your financial intermediary is required to collect documents that will be used solely to establish and verify your identity.
Each fund will accept investments and your
order will be processed at the NAV next determined after receipt of your application in proper form (or upon receipt of all identifying information required on the application). Each fund, however, reserves the right to close and/or liquidate your
account at the then-current day’s price if the fund or your financial intermediary is unable to verify your identity. As a result, you may be subject to a gain or loss on fund shares and will be subject to corresponding tax consequences.
Customer identification and
verification is part of each fund’s overall obligation to deter money laundering under Federal Law. Each fund has adopted an Anti-Money Laundering Compliance Program designed to prevent the fund from being used for money laundering or the
financing of terrorist activities. In this regard, the funds reserve the right to (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in
cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of fund management, they are deemed to be in the best interest of the fund or in cases when the fund is requested or
compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the fund is required to withhold such
proceeds.
Distributions and
taxes
Any investment in a fund typically
involves several tax considerations. The information below is meant as a general summary for U.S. citizens and residents. Please see the funds’ SAI for additional information. Because each person’s tax situation is different, you should
consult your tax advisor about the tax implications of your investment in a fund. You also can visit the Internal Revenue Service (IRS) website at www.irs.gov.
Investing in the
funds
35
As a shareholder, you are entitled to your
share of the dividends and gains a fund earns. Every year, each fund distributes to its shareholders substantially all of its net investment income and net capital gains, if any. These distributions typically are paid in December to all shareholders
of record. During the fourth quarter of the year, typically in early November, an estimate of each fund’s capital gain distribution, if any, may be made available on the funds’ website: www.csimfunds.com.
Unless you are investing through an IRA,
401(k) or other tax-advantaged retirement account, your fund distributions generally have tax consequences. Each fund’s net investment income and short-term capital gains are distributed as dividends and will be taxable as ordinary income or
qualified dividend income. Other capital gain distributions are taxable as long-term capital gains, regardless of how long you have held your shares in a fund. The maximum individual rate applicable to “qualified dividend income” and
long-term capital gains is generally either 15% or 20%, depending on whether the individual’s income exceeds certain threshold amounts. Distributions generally are taxable in the tax year in which they are declared, whether you reinvest them
or take them in cash.
Generally, any
sale or exchange of your shares is a taxable event. For tax purposes, an exchange of your shares for shares of another Schwab Fund or Laudus MarketMasters Fund is treated the same as a sale. A sale may result in a capital gain or loss for you. The
gain or loss generally will be treated as short term if you held the shares for one year or less, long term if you held the shares longer. The maximum individual rate applicable to long-term capital gains is generally either 15% or 20%, depending on
whether the individual’s income exceeds certain threshold amounts. Any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital
gain distributions received (or deemed received) by you with respect to the shares. All or a portion of any loss realized upon a taxable disposition of shares will be disallowed if you purchase other substantially identical shares within 30 days
before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
An additional 3.8% Medicare tax is imposed on
certain net investment income (including ordinary dividends and capital gain distributions received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of U.S. individuals, estates and trusts to the extent that
such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.
Shareholders in a fund which invests in
non-U.S. securities may have additional tax considerations as a result of foreign tax payments made by the fund. Typically, these payments will reduce the fund’s dividends but if eligible, the fund may elect for these payments to be included
in your taxable income. In such event, you may be able to claim a tax credit or deduction for your portion of foreign taxes paid by the fund.
At the beginning of every year, the funds
provide shareholders with information detailing the tax status of any distributions a fund paid during the previous calendar year. Schwab customers also receive information on distributions and transactions in their monthly account statements.
Prior to January 1, 2012, when
shareholders sold fund shares from a taxable account, they typically received information on their tax forms that calculated their gain or loss using the average cost method. This information was not previously reported to the IRS, and shareholders
had the option of calculating gains or losses using an alternative IRS permitted method. However, in accordance with legislation passed by Congress in 2008, each fund began reporting cost basis information to the IRS for shares purchased on or after
January 1, 2012 and sold thereafter. Shareholders can elect their preferred cost basis method, however, in the absence of an election, a fund will use an average cost basis method. Please consult your tax adviser to determine the appropriate cost
basis method for your particular tax situation and to learn more about how the new cost basis reporting laws apply to you and your investments, including investments made prior to January 1, 2012 and sold thereafter.
A fund may be required to withhold U.S.
federal income tax on all taxable distributions and redemption proceeds payable to shareholders if the shareholders fail to provide the funds with their correct taxpayer identification number or to make required certifications, or if they have been
notified by the IRS that they are subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against U.S. federal income tax liability.
Foreign shareholders may be
subject to different U.S. federal income tax treatment, including withholding tax at the rate of 30% (unless a lower treaty rate applies) on amounts treated as ordinary dividends from the funds, as discussed in more detail in the SAI. Furthermore,
the funds are required to withhold U.S. tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply (or be deemed
compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the funds to
enable the funds to determine whether withholding is required.
36
Investing in the
funds
To learn more
This prospectus contains important information on the funds
and should be read and kept for reference. You also can obtain more information from the following sources:
Annual and semi-annual reports,
which are mailed to current fund investors, contain more information about the funds’ holdings and detailed financial information about the funds. Annual reports also contain information from the funds’
manager(s), about strategies, recent market conditions and trends and their impact on fund performance.
The
Statement of Additional
Information (SAI)
includes a more detailed discussion of investment policies and the risks associated with various investments. The SAI is incorporated by reference into the prospectus, making it legally part of the prospectus.
For a free copy of any of these documents
or to request other information or ask questions about the funds, call Schwab Funds
®
at 1-800-435-4000. In addition, you may visit Schwab
Funds’ website at www.csimfunds.com/schwabfunds_prospectus for a free copy of a prospectus, SAI or an annual or semi-annual report.
The SAI, the funds’ annual and semi-annual reports and
other related materials are available from the EDGAR Database on the SEC’s website (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by
writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the funds, including the funds’ SAI, at the SEC’s Public Reference Room in Washington, D.C. Call 1-202-551-8090
for information on the operation of the SEC’s Public Reference Room.
SEC File Numbers
Schwab
®
S&P 500 Index Fund
|
811-7704
|
Schwab
1000 Index
®
Fund
|
811-6200
|
Schwab
Small-Cap Index Fund
®
|
811-7704
|
Schwab
Total Stock Market Index Fund
®
|
811-7704
|
Schwab
International Index Fund
®
|
811-7704
|
REG13644-24
Schwab Equity Index Funds
®
Prospectus
February 25, 2016
Laudus MarketMasters Funds
®
Prospectus
February
25, 2016
Laudus
Small-Cap MarketMasters Fund™
|
Investor
Shares
|
SWOSX
|
Select
Shares
®
|
SWMSX
|
Laudus
International MarketMasters Fund™
|
Investor
Shares
|
SWOIX
|
Select
Shares
®
|
SWMIX
|
As
with all mutual funds, the Securities and Exchange Commission (SEC) has not approved these securities or passed on whether the information in this prospectus is adequate and accurate. Anyone who indicates otherwise is committing a federal
crime.
Laudus MarketMasters Funds
Laudus Small-Cap MarketMasters Fund™
Ticker
Symbols
|
Investor
Shares: SWOSX
|
Select
Shares
®
: SWMSX
|
Investment objective
The fund seeks long-term capital
appreciation.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
|
Investor
Shares
|
|
Select
Shares
®
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
1.17
|
|
1.17
|
Distribution
(12b-1) fees
|
None
|
|
None
|
Other
expenses
|
0.38
|
|
0.34
|
Total
annual fund operating expenses
|
1.55
|
|
1.51
|
Less
expense reduction
|
(0.20)
|
|
(0.31)
|
Total
annual fund operating expenses after expense reduction
1
|
1.35
|
|
1.20
|
1
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes, and certain non-routine expenses) of the Investor Shares and Select Shares to 1.35% and 1.20%, respectively, for so long as the investment
adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees.
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The
example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The figures are based on total annual fund operating expenses after expense reduction. The expenses would be the same whether
you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
|
1
year
|
3
years
|
5
years
|
10
years
|
Investor
Shares
|
$137
|
$
428
|
$
739
|
$1,624
|
Select
Shares
|
$122
|
$381
|
$660
|
$1,455
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 51% of the average value of its
portfolio.
Principal investment
strategies
Under normal circumstances,
the fund pursues its goal by investing at least 80% of its net assets in equity securities of companies with small market capitalizations or investments with similar economic characteristics, such as futures. The fund will notify its shareholders at
least 60 days before changing this policy. Companies with small market capitalizations generally are those with market capitalizations of $2.5 billion or less but may include companies with market capitalizations of up to $5 billion, so long as the
purchase of those securities would not cause the average weighted market capitalization of the fund to exceed $3 billion.
Charles Schwab Investment Management, Inc.
(CSIM) allocates portions of the fund’s assets to several investment managers, who then manage their respective portions under the general supervision of CSIM. In choosing the investment managers and their allocations, CSIM considers a number
of factors, including market trends, its own outlook for a given market capitalization or investment style category, and the investment managers’ performance in various market conditions. In addition to monitoring and coordinating the
investment managers, CSIM also manages the cash portion of the fund. CSIM may also directly manage portions of the fund during transitions between investment managers.
Each investment manager uses its own
securities selection process and has discretion to select portfolio securities for its allocation of the fund’s assets. At the same time, each investment manager invests
Laudus Small-Cap MarketMasters Fund™
1
within a specific market capitalization range and investment
style under the general supervision of CSIM. CSIM has developed parameters for each investment manager based on CSIM’s assessment of the investment manager’s investment style and expertise. By assigning more specific parameters to each
investment manager, CSIM attempts to capitalize on the strengths of each investment manager and to combine their investment activities in a complementary fashion.
CSIM may use derivatives, primarily futures
contracts, to seek returns on the fund’s otherwise uninvested cash assets. In addition, the investment managers may use futures contracts as a substitute for investing directly in an underlying asset or to increase returns.
The fund may buy and sell portfolio securities
actively. In addition, one investment manager may purchase portfolio securities at the same time that another investment manager sells the same securities. As a result, the fund’s portfolio turnover rate and transaction costs may rise, which
may lower fund performance and increase the likelihood of capital gain distributions.
For temporary defensive purposes during
unusual economic or market conditions or for liquidity purposes, the fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may
not achieve its investment objective.
Principal
risks
The fund is subject to risks, any
of which could cause an investor to lose money. The fund's principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Investment Style Risk.
The fund’s investment managers attempt to reduce the impact of the performance of any given investment style by investing in both value and growth style stocks. But whenever value stocks fall out of favor with
investors, they may underperform growth stocks, and vice versa.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time.
Mid- and Small-Cap Risk.
Historically, mid- and small-cap stocks have been riskier than large-cap stocks, and their prices may move sharply, especially during market upturns and downturns. Mid- and small-cap companies may be more vulnerable to
adverse business or economic events than larger, more established companies. During a period when small- or mid-cap stocks fall behind other types of investments—bonds or large-cap stocks, for instance—the performance of the fund’s
investments in mid-
and small-cap
securities will lag these investments.
Management Risk.
As with all actively managed funds, the fund is subject to the risk that its investment adviser and investment managers will select investments or allocate assets in a manner that could cause the fund to underperform or
otherwise not meet its objective. Poor stock selection or a focus on securities in a
particular sector may cause the fund to underperform its
benchmark or other funds with a similar investment objective.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.
The fund's use of derivatives could reduce the fund's performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve
leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on the fund.
Multi-Manager Risk.
Although CSIM monitors and seeks to coordinate the overall management of the fund, each investment manager makes investment decisions independently, and it is possible that the investment styles of the investment
managers may not complement one another. As a result, the fund’s exposure to a given stock, industry or investment style could unintentionally be smaller or larger than if the fund had a single manager.
Liquidity Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a loss.
Your investment in the fund is not a
bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how the fund's
investment results have varied from year to year, and the following table shows how the fund's average annual total returns for various periods compared to that of an index. This information provides some indication of the risks of investing in the
fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/laudusfunds_prospectus
.
Annual total returns
(%) as of 12/31
Investor Shares
Best Quarter:
17.90% Q2 2009
Worst Quarter:
(24.50%) Q4 2008
2
Laudus
Small-Cap MarketMasters Fund™
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Investor
Shares
|
|
|
|
Before
taxes
|
(5.34%)
|
6.37%
|
5.04%
|
After
taxes on distributions
|
(6.83%)
|
5.92%
|
4.49%
|
After
taxes on distributions and sale of shares
|
(1.94%)
|
4.97%
|
4.02%
|
Select
Shares
|
|
|
|
Before
taxes
|
(5.20%)
|
6.54%
|
5.21%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
Russell
2000 Index
|
(4.41%)
|
9.19%
|
6.80%
|
The after-tax figures reflect the highest individual federal
income tax rates in effect during the period and do not reflect the impact of state and local taxes. The after-tax figures are shown for one share class only, and would be different for the other share class. Your actual after-tax returns depend on
your individual tax situation. In addition, after-tax returns are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some
cases, the return after taxes may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Fund management
The fund’s investment adviser is Charles
Schwab Investment Management, Inc.
Portfolio
manager
Omar Aguilar,
Senior Vice President and Chief Investment Officer of Equities of the investment adviser, has managed the fund since May 2011.
Investment managers
The fund has three investment managers: Mellon
Capital Management Corp., BMO Asset Management Corp. and Wellington Management Company LLP. The table below shows investment managers that are (or are expected to be) responsible for managing more than 30% of the fund’s assets, and the
portfolio managers serving as portfolio managers for those investment managers.
Investment
manager
and address
|
Year
founded/assets
under management
(as of 12/31/2015)
|
BMO
Asset Management Corp.
|
Founded:
1989
|
115
South LaSalle Street
Chicago, IL 60603
|
$37
billion
|
Portfolio
manager(s)
|
Employment
experience
|
Patrick
M. Gundlach, CFA, Managing Director and Portfolio Manager
|
Began
his investment career in 2002. Joined BMO AM in 2004. Has served as portfolio manager for the fund since 2013. Mr. Gundlach holds a BBA and MS in Finance from the University of Wisconsin-Madison and is a CFA Charterholder.
|
Portfolio
manager(s)
|
Employment
experience
|
Kenneth
S. Salmon, Managing Director and Portfolio Manager
|
Began
his investment career in 1986. Joined BMO AM in 2000. Has served as portfolio manager for the fund since 2013. Mr. Salmon holds a BA degree from State University of New York at Potsdam.
|
Investment
manager
and address
|
Year
founded/assets
under management
(as of 12/31/2015)
|
Wellington
Management Company LLP
|
Founded:
1933
|
280
Congress Street
Boston, MA 02210
|
$927
billion
|
Portfolio
manager(s)
|
Employment
experience
|
Timothy
J. McCormack, CFA Senior Managing Director and Equity Portfolio Manager
|
Began
his investment career in 1991. Joined Wellington Management as an investment professional in 2000. Has served as portfolio manager for the fund since 2012.
|
Shaun
F. Pederson
Senior Managing Director and Equity Portfolio Manager
|
Began
his investment career in 1991. Joined Wellington Management as an investment professional in 2004. Has been involved in portfolio management and securities analysis for the fund since 2012.
|
For more information on the fund’s other
investment managers, please see the “Fund details” and “Fund management” sections in the prospectus.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund's transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
Laudus Small-Cap MarketMasters Fund™
3
The minimum initial investment for the
Investor Shares of the fund is $100, and $50,000 for Select Shares of the fund. The minimum may be waived for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
4
Laudus Small-Cap MarketMasters Fund™
Laudus International MarketMasters
Fund™
Ticker
Symbols
|
Investor
Shares: SWOIX
|
Select
Shares
®
: SWMIX
|
Investment objective
The fund seeks long-term capital
appreciation.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
|
Investor
Shares
|
|
Select
Shares
®
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
1.26
|
|
1.26
|
Distribution
(12b-1) fees
|
None
|
|
None
|
Other
expenses
|
0.33
|
|
0.24
|
Total
annual fund operating expenses
|
1.59
|
|
1.50
|
Less
expense reduction
|
(0.19)
|
|
(0.25)
|
Total
annual fund operating expenses after expense reduction
1
|
1.40
|
|
1.25
|
1
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes, and certain non-routine expenses) of the Investor Shares and Select Shares to 1.40% and 1.25%, respectively, for so long as the investment
adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees.
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The
example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The figures are based on total annual fund operating expenses after expense reduction. The expenses would be the same whether
you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
|
1
year
|
3
years
|
5
years
|
10
years
|
Investor
Shares
|
$143
|
$443
|
$
766
|
$1,680
|
Select
Shares
|
$127
|
$
397
|
$686
|
$
1,511
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 72% of the average value of its
portfolio.
Principal investment
strategies
To pursue its goal, the fund
normally invests a substantial amount of its assets in equity securities of companies outside the United States. The fund expects to invest in companies across all market capitalization ranges. The fund typically focuses on developed markets, but
may invest in companies from emerging markets as well. In determining whether a company is international, the portfolio managers will consider various factors, including where the company is headquartered, where the company’s principal
operations are located, where the company’s revenues are derived, where the principal trading market is located and the country in which the company was legally organized. The weight given to each of these factors will vary depending on the
circumstances in a given case.
Charles
Schwab Investment Management, Inc. (CSIM) allocates portions of the fund’s assets to several investment managers, who then manage their respective portions under the general supervision of CSIM. In choosing the investment managers and their
allocations, CSIM considers a number of factors, including global economic trends, its own outlook for a given market capitalization or investment style category and regions and countries that offer the greatest potential for growth, and the
investment managers’ performance in various market conditions. In addition to monitoring and coordinating the investment managers, CSIM also manages the cash portion of the fund. CSIM may also
Laudus International MarketMasters Fund™
5
directly manage portions of the fund during transitions between
investment managers.
Each investment
manager uses its own securities selection process and has discretion to select portfolio securities for its allocation of the fund’s assets. At the same time, each investment manager invests within a specific market capitalization range and
investment style under the general supervision of CSIM. CSIM has developed parameters for each investment manager based on CSIM’s assessment of the investment manager’s investment style and expertise. By assigning more specific
parameters to each investment manager, CSIM attempts to capitalize on the strengths of each investment manager and to combine their investment activities in a complementary fashion.
CSIM may use derivatives, primarily futures
contracts, to seek returns on the fund’s otherwise uninvested cash assets. In addition, the investment managers may use futures contracts as a substitute for investing directly in an underlying asset or to increase returns. The fund may invest
in forward foreign currency contracts to hedge currency risks associated with the purchase of individual securities denominated in a particular currency.
The fund may buy and sell portfolio securities
actively. In addition, one investment manager may purchase portfolio securities at the same time that another investment manager sells the same securities. As a result, the fund’s portfolio turnover rate and transaction costs may rise, which
may lower fund performance and increase the likelihood of capital gain distributions.
For temporary defensive purposes during
unusual economic or market conditions or for liquidity purposes, the fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may
not achieve its investment objective.
Principal
risks
The fund is subject to risks, any
of which could cause an investor to lose money. The fund's principal risks include:
Market Risk.
Equity markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Investment Style Risk.
The fund’s investment managers attempt to reduce the impact of the performance of any given investment style by investing in both value and growth style stocks. But whenever value stocks fall out of favor with
investors, they may underperform growth stocks, and vice versa.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause
stock prices to fall over short or extended periods of time.
Small-Cap
Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks, and their prices may move sharply, especially during market upturns and downturns. Small-cap companies may be more vulnerable to
adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other types of investments
— large-cap and
mid-cap stocks, for instance — the performance of the fund’s investments in small-cap securities will lag these investments.
Management Risk.
As with all actively managed funds, the fund is subject to the risk that its investment adviser and investment managers will select investments or allocate assets in a manner that could cause the fund to underperform or
otherwise not meet its objective. Poor stock selection or a focus on securities in a particular sector may cause the fund to underperform its benchmark or other funds with a similar investment objective.
Large-and Mid-Cap Risk.
Both large- and mid-cap stocks tend to go in and out of favor based on market and economic conditions. However, stocks of mid-cap companies tend to be more vulnerable to adverse business or economic events than larger
more established companies. During a period when large- and mid-cap U.S. stocks fall behind other types of investments — small-cap stocks, for instance — the performance of the fund’s investments in large-
and mid-cap securities will lag these investments.
Foreign Investment Risk.
The fund’s investments in securities of foreign issuers involve certain risks that are greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in
foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government
restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These restrictions may negatively impact the value or liquidity of the fund's
investments, and could impair the fund's ability to meet its investment objective or invest in accordance with its investment strategy. These risks may be heightened in connection with investments in emerging markets.
Currency Risk.
As a result of the fund’s investments in securities denominated in, and/or receiving revenues in, foreign currencies, the fund will be subject to currency risk. This is the risk that those currencies will decline in value relative to the U.S.
dollar. If such an event occurs, the dollar value of an investment in the fund would be adversely affected.
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in
accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed
countries. As a result, there will tend to be an increased risk of price volatility associated with the fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at
times, it may be difficult to value such investments.
Derivatives Risk.
The fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments.
The fund's use of derivatives could reduce the fund's performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve
leverage, which means a small percentage of
6
Laudus
International MarketMasters Fund™
assets invested in derivatives can have a disproportionately
large impact on the fund.
Liquidity Risk.
The fund may be unable to sell certain securities, such as illiquid securities,
readily at a favorable time or price, or the fund may have to sell them at a loss.
Multi-Manager Risk.
Although CSIM monitors and seeks to coordinate the overall management of the fund, each investment manager makes investment decisions independently, and it is possible that the investment styles of the investment
managers may not complement one another. As a result, the fund’s exposure to a given stock, industry or investment style could unintentionally be smaller or larger than if the fund had a single manager.
Your investment in the fund is not a bank
deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how the fund's
investment results have varied from year to year, and the following table shows how the fund's average annual total returns for various periods compared to that of an index. This information provides some indication of the risks of investing in the
fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.csimfunds.com/laudusfunds_prospectus
.
Annual total returns
(%) as of 12/31
Investor Shares
Best Quarter:
27.81% Q2 2009
Worst Quarter:
(25.19%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Investor
Shares
|
|
|
|
Before
taxes
|
1.43%
|
4.41%
|
5.50%
|
After
taxes on distributions
|
0.00%
|
4.01%
|
4.96%
|
After
taxes on distributions and sale of shares
|
2.27%
|
3.62%
|
4.62%
|
Select
Shares
|
|
|
|
Before
taxes
|
1.61%
|
4.58%
|
5.65%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
|
MSCI
EAFE Index (Net)
3
|
(0.81%)
|
3.60%
|
3.03%
|
The after-tax figures reflect the highest individual federal
income tax rates in effect during the period and do not reflect the impact of state and local taxes. The after-tax figures are shown for one share class only, and would be different for the other share class. Your actual after-tax returns depend on
your individual tax situation. In addition, after-tax returns are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some
cases, the return after taxes may exceed the return before taxes due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Fund management
The fund’s investment adviser is Charles
Schwab Investment Management, Inc.
Portfolio
manager
Omar Aguilar,
Senior Vice President and Chief Investment Officer of Equities of the investment adviser, has managed the fund since May 2011.
Investment managers
The fund has five investment
managers: American Century Investment Management, Inc., Harris Associates L.P., Mellon Capital Management Corp., Mondrian Investment Partners Limited and William Blair Investment Management, LLC. As of December 31, 2015, none of the investment
managers managed more than 30% of the fund’s assets nor are any expected to manage more than 30% of the fund’s assets. For information on the fund’s investment managers, please see the “Fund details” and “Fund
management’’ sections in the prospectus.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund's transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for Investor
Shares of the fund is $100, and $50,000 for Select Shares of the fund. The minimum may be waived for certain investors or in the fund’s sole discretion.
Laudus International MarketMasters Fund™
7
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
8
Laudus International MarketMasters Fund™
There can be no assurance that
the funds will achieve their objectives. Except as explicitly described otherwise, the strategies and policies of each fund may be changed without shareholder approval.
The principal investment strategies and the
main risks associated with investing in each fund are summarized in the fund summaries at the front of this prospectus. This section takes a more detailed look at some of the types of securities, the associated risks, and the various investment
strategies that may be used in day-to-day portfolio management of the funds, as described below. In addition to the particular types of securities and strategies that are described in this prospectus, each fund may use strategies that are not
described herein in support of its overall investment goal. These additional strategies and the risks associated with them are described in the “Investment strategies, securities and risks” section in the Statement of Additional
Information (SAI).
Laudus Small-Cap
MarketMasters Fund
Investment objective
The fund seeks long-term capital
appreciation.
More about the fund’s investment
managers and principal risks
The
fund’s investment adviser, CSIM, acts as “manager of managers” for the fund. In this role, CSIM, subject to approval by the fund’s Board of Trustees, hires investment managers to manage portions of the fund’s
assets.
The following table identifies
the fund’s investment managers as of December 31, 2015, their areas of focus, and approximate asset allocation.
Investment
manager
|
Investment
Style
|
Approximate
allocation of
net assets (%)
1
|
BMO
Asset Management Corp.
|
Small-cap
growth
|
40.69%
|
Mellon
Capital Management Corp.
|
Small-cap
blend
|
8.21%
|
Wellington
Management Company LLP
|
Small-cap
value
|
48.70%
|
Cash
and other assets
|
—
|
2.40%
|
1
|
Allocations may not add to
100% due to rounding.
|
BMO Asset Management Corp. (BMO
AM).
Using a bottom-up fundamental approach, BMO AM seeks to invest in stocks exhibiting strong and improving growth characteristics. BMO AM will adhere to its investment philosophy based on the premise that a
portfolio of small-cap stocks with improving business fundamentals, and explainable and sustainable catalysts for growth, is expected to provide superior returns to the Russell 2000 Growth Index over time.
Mellon Capital Management Corp. (Mellon Capital)
seeks to track the returns of the Russell 2000 Index. The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which is made up of 3,000 of the biggest U.S. stocks.
Mellon Capital’s experienced team of portfolio managers seeks to execute on this strategy by employing a risk-controlled, cost-effective approach. Specifically, in managing their allocation from the fund, the portfolio managers intend to
employ a full index replication approach for assets greater than $50 million, and index sampling where assets allocated to Mellon Capital fall below $50 million.
When trading in the open market, Mellon
Capital employs a strategic trading approach to minimize transaction costs and preserve value. This approach allows the portfolio managers to minimize market impact by trading small blocks and to take advantage of any favorable movement of the stock
price when other managers move into and out of the market.
Furthermore, when index composition changes as
a result of corporate actions, Mellon Capital’s portfolio managers screen all potential trades against a list of securities that have pending corporate action activities and evaluate the terms of the corporate action to determine whether the
security should be traded or omitted from the trade. The economic value of the alternatives is thoroughly analyzed to maximize the value of client portfolios.
Additionally, when portfolio managers
anticipate upcoming changes to the composition of an index, they use dividend cash flows to fund shares purchases to the extent possible. Mellon Capital continually looks for opportunities to allocate cash inflows towards expected index constituent
changes in order to minimize transaction costs.
Wellington Management Company
LLP (Wellington Management)
selects stocks using a bottom-up, value-oriented investment approach, 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 which 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.
Principal investment risks
The fund is subject to risks, any of which
could cause an investor to lose money.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected
by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, the equity market tends to move in cycles, which may cause stock prices to fall over short or
extended periods of time.
Mid- and Small-Cap Risk.
Historically, mid- and small-cap stocks have been riskier than large-cap stocks. Mid- and small-cap companies themselves may be more vulnerable to adverse business or economic events than larger, more established
companies. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements and may move sharply, especially during market upturns and downturns. In addition, there may be less activity in
smaller company stocks than in larger company stocks and, as a result, trading may have a greater impact on the stock price of smaller companies. During a period when mid- and small-cap stocks fall behind other types of investments — bonds or
large-cap stocks, for instance — the performance of the fund’s investments in mid-
and small-cap securities will lag these investments.
Management Risk.
As with all actively managed funds, the fund is subject to the risk that its investment adviser and investment managers will select investments or allocate assets in a manner that could cause the fund to underperform or
otherwise not meet its objective. The fund's investment managers apply their own investment techniques and risk analyses in making investment decisions for the fund, but there can be no guarantee that they will produce the desired results. These
risks may cause the fund to underperform its benchmark or other funds with a similar investment objective.
Derivatives Risk.
The fund may use derivatives to enhance returns or hedge against market declines. Examples of derivatives are options, futures, options on futures and swaps. An option is the right to buy or sell an instrument at a
specific price before a specific date. A future is an agreement to buy or sell a financial instrument at a specific price on a specific day. A swap is an agreement whereby two parties agree to exchange payment streams calculated in relation to a
rate, index, instrument or certain securities and a predetermined amount. A credit default swap is an agreement in which the seller agrees to make a payment to the buyer in the event of a specified credit event in exchange for a fixed payment or
series of fixed payments.
The fund’s use of
derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as liquidity risk, market risk and management
risk, are discussed elsewhere in this section. The fund’s use of derivatives is also subject to credit risk, leverage risk, lack of availability risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that
suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty to a derivatives transaction may not fulfill its obligations. Leverage risk is the risk
that a small percentage of assets invested in derivatives can have a disproportionately large impact on the fund. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the
value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gain. These risks could cause the fund
to lose more than the initial amount invested. The use of derivatives that are subject to regulation by the Commodity Futures Trading Commission (CFTC) could cause the fund to become a commodity pool, which would require the fund to comply with
certain CFTC rules.
Liquidity Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during stressed market conditions. The market for certain investments
may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer.
In such cases, the fund,
due to limitations on
investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in
value,
experience lower returns and/or
be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities
may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large shareholder redemptions may impact the ability of the fund to meet redemption
requests within the required time period. In order to meet such redemption requests, the fund may be forced to sell securities at inopportune times or prices.
Laudus International MarketMasters Fund
Investment objective
The fund seeks long-term capital
appreciation.
More about the fund’s investment managers and principal
risks
The fund’s investment
adviser, CSIM, acts as “manager of managers” for the fund. In this role, CSIM, subject to approval by the fund’s Board of Trustees, hires investment managers to manage portions of the fund’s assets.
The following table identifies
the fund’s investment managers as of December 31, 2015, their areas of focus, and approximate asset allocation.
Investment
manager
|
Investment
style
|
Approximate
allocation of
net assets (%)
1
|
American
Century Investment Management, Inc.
|
International
small-cap growth
|
28.07%
|
Harris
Associates L.P.
|
International
large-cap value
|
23.85%
|
Mellon
Capital Management Corp.
|
International
blend
|
4.47%
|
Mondrian
Investment Partners Limited
|
International
small-cap value
|
21.36%
|
William
Blair Investment Management, LLC
|
International
multi-cap growth
|
21.32%
|
Cash
and other assets
|
—
|
0.93%
|
1
|
Allocations may not add to
100% due to rounding.
|
American Century Investment
Management, Inc.’s (American Century)
portfolio managers look for stocks of companies they believe will increase in value over time, using an investment strategy developed by American Century. In implementing
this strategy, the portfolio managers use a bottom-up approach to stock selection. This means that they make their investment decisions based primarily on their analysis of individual companies, rather than on broad economic forecasts. Management of
the fund is based on the belief that, over the long term, stock price movements follow growth in earnings, revenues and/or cash flow.
Using a variety of analytical research tools,
the portfolio managers track financial information for individual companies to identify and evaluate trends in earnings, revenues and other business fundamentals. Under normal market conditions, the fund’s portfolio managers seek securities of
companies whose earnings, revenues or key business fundamentals are not only growing, but growing at an accelerating pace. This includes companies whose growth rates, although still negative, are less negative than prior periods, and companies whose
growth rates are expected to accelerate. Other analytical techniques help identify additional signs of business improvement, such as increasing cash flows, or other indications of the relative strength of a company’s business. These techniques
help the portfolio managers buy or hold the stocks of companies they believe have favorable growth prospects and sell the stocks of companies whose characteristics no longer meet their criteria.
The portion of the fund’s assets managed
by American Century are invested primarily in equity securities of companies that are small-sized at the time of purchase and are located in developed foreign countries or emerging market countries. The portfolio managers generally consider
small-sized companies to include those with a market capitalization within the range of the MSCI ACWI ex-US Small-Cap Growth Index; however the portfolio managers do not eliminate companies from consideration based solely on market capitalization.
If the companies in which the fund invests are successful, these companies may grow into medium- and large-sized companies. In addition, if the portfolio managers determine that the availability of small-sized companies in which to invest is not
adequate to meet the fund’s investment needs, the portfolio managers may invest in medium- and large-sized companies.
In addition to locating strong companies with
earnings, revenue and/or cash flow growth, the portfolio managers believe that it is important to diversify the fund’s holdings across different countries and geographical regions in an effort to manage the risks of an international portfolio.
For this reason, the portfolio managers also consider the prospects for relative economic growth among countries or regions, economic and political conditions, expected inflation rates, currency exchange fluctuations and tax considerations when
making investments.
The portfolio
managers do not attempt to time the market. Instead, under normal market conditions, they intend to keep the fund essentially fully invested in stocks regardless of the movement of stock prices generally.
Harris Associates L.P.
(Harris)
uses a value investment philosophy in selecting equity securities. This investment philosophy is based upon the belief that, over time, a company’s stock price converges with Harris’ estimate of
its intrinsic or true business value. By “true business value,” Harris means their estimate of the price a knowledgeable buyer would pay to acquire the entire business. Harris believes that investing in securities priced significantly
below what they believe is the true business value presents the best opportunity to achieve the fund’s investment objective. Harris uses this value philosophy to identify companies that it believes have discounted stock prices compared to the
companies’ true business values. In assessing such companies, Harris looks for the following characteristics, although not all of the companies selected will have these attributes: (1) free cash flows and intelligent investment of excess cash;
(2) earnings that are growing and are reasonably predictable; and (3) high level of manager ownership.
In making its investment decisions, Harris
uses a “bottom-up” approach focused on individual companies, rather than focusing on specific economic factors or specific industries. In order to select investments that meet the criteria described above, Harris uses independent,
in-house research to analyze each company. As part of this selection process, Harris’ analysts typically visit companies and conduct other
research on the companies and
their industries. Once Harris identifies a stock that it believes is selling at a significant discount to Harris’ estimated intrinsic value and that the company has the additional qualities mentioned above, Harris generally will consider
buying that stock for the fund. Harris usually sells a stock when the price approaches its estimated worth. This means Harris sets specific “buy” and “sell” targets for each stock held by the fund. Harris also monitors each
holding and adjusts those price targets as warranted to reflect changes in a company’s fundamentals.
Mellon Capital
seeks to track the returns of the MSCI-EAFE Index. This index is a free float-adjusted market capitalization index that is designed to measure market equity performance in Europe, Australasia and the Far East. Mellon Capital’s experienced team
of portfolio managers seeks to execute on this strategy by employing a risk-controlled, cost-effective approach. Specifically, in managing their allocation from the fund, the portfolio managers intend to employ a full index replication approach for
assets greater than $50 million, and index sampling where assets allocated to Mellon Capital fall below $50 million.
When trading in the open market, Mellon
Capital employs a strategic trading approach to minimize transaction costs and preserve value. This approach allows the portfolio managers to minimize market impact by trading small blocks and to take advantage of any favorable movement of the stock
price when other managers move into and out of the market.
Furthermore, when index composition changes as
a result of corporate actions, Mellon Capital’s portfolio managers screen all potential trades against a list of securities that have pending corporate action activities and evaluate the terms of the corporate action to determine whether the
security should be traded or omitted from the trade. The economic value of the alternatives is thoroughly analyzed to maximize the value of client portfolios.
Additionally, when portfolio managers
anticipate upcoming changes to the composition of the index, they use dividend cash flows to fund shares purchases to the extent possible. Mellon Capital continually looks for opportunities to allocate cash inflows towards expected index constituent
changes in order to minimize transaction costs.
Mondrian Investment Partners
Limited (Mondrian)
In managing its segment of the fund’s assets, Mondrian conducts research on a global basis in an effort to identify securities that have the potential for long term total return. The center
of the research effort is a value-oriented dividend discount methodology toward individual securities and market analysis that identifies value across country boundaries. This approach focuses on future anticipated dividends and discounts the value
of those dividends back to what they would be worth if they were being paid today. Comparisons of the values of different possible investments are then made. In an international portfolio, currency returns can be an integral component of an
investment’s total return. Mondrian uses a purchasing power parity approach to assess the value of individual currencies. Purchasing power parity attempts to identify the amount of goods and services that a dollar will buy in the United States
and compares that to the amount of a foreign currency required to buy the same amount of goods and services in another country.
William Blair Investment Management, LLC
(William Blair)
seeks companies that historically have had superior growth, profitability and quality relative to companies within the same industry worldwide, and that are expected to continue such performance.
Companies with above-average returns on equity, strong balance sheets and consistent, above-average earnings growth at reasonable valuation levels will be the primary focus. Stock selection will take into account both local and global comparisons.
William Blair will vary the geographic diversification and types of securities based upon their continuous evaluation of economic, market and political trends throughout the world, by considering such factors as the conditions and growth potential
of various economies and securities markets, currency exchange rates, technological developments in the various countries and other pertinent financial, social, national and political factors. William Blair will seek investment opportunities in
companies at different stages of development ranging from large, well-established companies to smaller companies at an earlier stage of development. Companies become candidates for sale if their long-term growth outlook is compromised or if
management’s actions alter the outlook or risk profile for the business.
Principal investment risks
The fund is subject to risks, any of which
could cause an investor to lose money.
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected
by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, the equity market tends to move in cycles, which may cause stock prices to fall over short or
extended periods of time.
Small-Cap Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements and may move
sharply, especially during market upturns and downturns. Small-cap companies themselves may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other
types of investments — bonds or large-cap stocks, for instance — the performance of the fund’s investments in small-cap securities will lag these investments.
Management Risk.
As with all actively managed funds, the fund is subject to the risk that its investment adviser and investment managers will select investments or allocate assets in a manner that could cause the fund to underperform or
otherwise not meet its objective. The fund's investment managers apply their own investment techniques and risk analyses in making investment decisions for the fund, but
there can be no guarantee that they will produce the desired
results. These risks may cause the fund to underperform its benchmark or other funds with a similar investment objective.
Large- and Mid-Cap Risk.
Certain of the risks of this fund are associated with its investments in the large- and mid-cap segments of the stock market. Both large- and mid-cap stocks tend to go in and out of favor based on market and economic
conditions. However, stocks of mid-cap companies tend to be more volatile than those of large-cap companies because mid-cap companies tend to be more susceptible to adverse business or economic events than larger more established companies. During a
period when large- and mid-cap stocks fall behind other types of investments — small-cap stocks, for instance — the performance of the fund’s investments in large-
and mid-cap securities
will lag these investments.
Foreign
Investment Risk.
The fund’s investments in securities of foreign issuers involve certain risks that are greater than those associated with investments in securities of U.S. issuers. These include risks of
adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or
other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may be heightened in connection with investments
in emerging markets. Foreign securities also include American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs), and European Depositary Receipts (EDRs), which are receipts issued by U.S. and foreign banks that represent shares of
foreign-based corporations. Investment in ADRs, GDRs and EDRs may be less liquid than the underlying shares in their primary trading market and GDRs, many of which are issued by companies in emerging markets, may be more volatile. In certain
countries, legal remedies available to investors may be more limited than those available with respect to investments in the United States. The securities of some foreign companies may be less liquid and, at times, more volatile than securities of
comparable U.S. companies. The fund may also experience more rapid or extreme changes in value as compared to a fund that invests solely in securities of U.S. companies because the securities markets of many foreign countries are relatively small,
with a limited number of companies representing a small number of industries. In addition, the fund's investments in foreign securities may be subject to economic sanctions or other government restrictions. These restrictions may negatively impact
the value or liquidity of the fund's investments, and could impair the fund's ability to meet its investment objective or invest in accordance with its investment strategy. There also is the risk that the cost of buying, selling, and holding foreign
securities, including brokerage, tax, and custody costs, may be higher than those involved in domestic transactions. During any period when foreign securities underperform other types of investments — U.S. securities, for instance — the
performance of the fund that focuses its investments in foreign securities will lag these investments. To the extent that the fund invests a significant portion of its assets in any one country, the fund will be subject to a greater risk of loss or
volatility than if the fund always maintained wide geographic diversity among the countries in which it invests. Investing in any one country makes the fund more vulnerable to the risks of adverse securities markets, exchange rates and social,
political, regulatory and economic events in that one country.
Currency Risk.
As a result of the fund's investments in securities denominated in, and/or receiving revenues in, foreign currencies, the fund will be subject to currency risk. This is the risk that those currencies will decline in value relative to the U.S.
dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the fund would be adversely affected. Currency exchange rates may
fluctuate in response to factors extrinsic to that country’s economy, which makes the forecasting of currency market movements difficult. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number
of reasons, including changes in interest rates, intervention (or failure to intervene) by governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political
developments in the United States or abroad. These can result in losses to the fund if it is unable to deliver or receive currency or funds in settlement of obligations and could also cause hedges it has entered into to be rendered useless,
resulting in full currency exposure as well as incurring transaction costs. Forward contracts on foreign currencies are not traded on exchanges; rather, a bank or dealer will act as agent or as principal in order to make or take future delivery of a
specified lot of a particular currency for the fund’s account. The fund is subject to the risk of a principal’s failure, inability or refusal to perform with respect to such contracts.
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in
accounting and reporting requirements and greater risk associated with the custody of securities. It is sometimes difficult to obtain and enforce court judgments in such countries. There is often a greater potential for nationalization,
expropriation, confiscatory taxation, government regulation, social instability or diplomatic developments (including war), which could adversely affect the economies of emerging market countries or investments in the securities of issuers located
in such countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there will tend to be an increased risk of price volatility
associated with the fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments.
Derivatives Risk.
The fund may use derivatives to enhance returns or hedge against market declines. Examples of derivatives are options, futures, options on futures and swaps. An option is the right to buy or sell an instrument at a
specific price before a specific date. A future is an agreement to buy or sell a financial instrument at a specific price on a specific day. A swap is an agreement whereby two parties agree to exchange payment streams calculated in relation to a
rate, index, instrument or certain securities and a predetermined amount. A credit default swap is an agreement in which the seller agrees to make a payment to the buyer in the event of a specified credit event in exchange
for a fixed payment or series of fixed payments.
The fund’s use of
derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as liquidity risk, market risk and management
risk, are discussed elsewhere in this section. The fund’s use of derivatives is also subject to credit risk, leverage risk, lack of availability risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that
suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Credit risk is the risk that the counterparty to a derivatives transaction may not fulfill its obligations. Leverage risk is the risk
that a small percentage of assets invested in derivatives can have a disproportionately large impact on the fund. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the
value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gain. These risks could cause the fund
to lose more than the initial amount invested. The use of derivatives that are subject to regulation by the CFTC could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC rules.
Liquidity
Risk.
Liquidity risk exists when particular investments may be difficult to purchase,
sell or value, especially during stressed market conditions. The market for certain
investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer.
In such cases, the
fund
due to limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value,
experience lower returns and/or
be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail
transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large shareholder redemptions may impact the ability of the fund to meet redemption requests within
the required time period. In order to meet such redemption requests, the fund may be forced to sell securities at inopportune times or prices.
Portfolio holdings
The funds may make various
types of portfolio securities information available to shareholders. The funds post a detailed list of the securities held by each fund at www.csimfunds.com/laudusfunds_prospectus (under “Portfolio Holdings”) as of the most recent
calendar quarter-end. This list is generally updated approximately 15-20 days after the end of the calendar quarter remaining posted until at least the following calendar quarter. The funds also post in the fund summary section of the website and on
fund fact sheets certain summary portfolio attributes, including top ten holdings, approximately 5-25 days after the end of the calendar quarter. The funds may exclude any portion of these portfolio holdings from publication when deemed in the best
interest of a fund. Further information regarding the funds’ policy and procedures on the disclosure of portfolio holdings is available in the SAI.
This section provides further
details about the financial history of each share class of each fund for the past five years. Certain information reflects financial results for a single fund share. “Total return” shows the percentage that an investor in each fund would
have earned or lost during a given period, assuming all distributions were reinvested. The funds’ independent registered public accounting firm, PricewaterhouseCoopers LLP, audited these figures. Their full report is included in the
funds’ annual report (see back cover).
Laudus
Small-Cap MarketMasters Fund
Investor
Shares
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$18.02
|
$
17.28
|
$13.14
|
$11.99
|
$
11.52
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
1
|
(0.05)
|
(0.05)
|
(0.02)
|
(0.10)
|
(0.09)
|
|
Net
realized and unrealized gains (losses)
|
(0.17)
2
|
0.79
|
4.16
|
1.25
|
0.56
|
|
Total
from investment operations
|
(0.22)
|
0.74
|
4.14
|
1.15
|
0.47
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.03)
|
—
|
—
|
—
|
—
|
|
Distributions
from net realized gains
|
(0.35)
|
—
|
—
|
—
|
—
|
|
Total
distributions
|
(0.38)
|
—
|
—
|
—
|
—
|
|
Net
asset value at end of period
|
$
17.42
|
$18.02
|
$
17.28
|
$
13.14
|
$11.99
|
|
Total
return
|
(1.18%)
|
4.28%
|
31.51%
|
9.59%
|
4.08%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
1.35%
|
1.35%
|
1.35%
|
1.42%
3
|
1.46%
|
|
Gross
operating expenses
|
1.55%
|
1.56%
|
1.59%
|
1.59%
|
1.51%
|
|
Net
investment income (loss)
|
(0.26%)
|
(0.26%)
|
(0.16%)
|
(0.79%)
|
(0.70%)
|
|
Portfolio
turnover rate
|
51%
|
79%
|
97%
|
144%
|
95%
|
|
Net
assets, end of period (x 1,000,000)
|
$
62
|
$
70
|
$
76
|
$
65
|
$
62
|
|
1
Calculated based on the average shares outstanding during
the period.
2
The per share amount does not accord with the change in
aggregate gains and losses in securities during the period because of the timing of sales and repurchases of fund shares in relation to fluctuating market values.
3
Effective June 6, 2012, the net operating expense
limitation was lowered. The ratio presented for period ended 10/31/12 is a blended ratio.
Select
Shares
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$18.33
|
$
17.56
|
$13.33
|
$12.14
|
$11.64
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
1
|
(0.02)
|
(0.02)
|
(0.00)
2
|
(0.08)
|
(0.07)
|
|
Net
realized and unrealized gains (losses)
|
(0.17)
3
|
0.79
|
4.23
|
1.27
|
0.57
|
|
Total
from investment operations
|
(0.19)
|
0.77
|
4.23
|
1.19
|
0.50
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.06)
|
—
|
—
|
—
|
—
|
|
Distributions
from net realized gains
|
(0.35)
|
—
|
—
|
—
|
—
|
|
Total
distributions
|
(0.41)
|
—
|
—
|
—
|
—
|
|
Net
asset value at end of period
|
$
17.73
|
$18.33
|
$
17.56
|
$13.33
|
$12.14
|
|
Total
return
|
(0.99%)
|
4.39%
|
31.73%
|
9.80%
|
4.30%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
1.20%
|
1.20%
|
1.20%
|
1.27%
4
|
1.31%
|
|
Gross
operating expenses
|
1.51%
|
1.51%
|
1.53%
|
1.51%
|
1.45%
|
|
Net
investment income (loss)
|
(0.09%)
|
(0.13%)
|
(0.03%)
|
(0.60%)
|
(0.54%)
|
|
Portfolio
turnover rate
|
51%
|
79%
|
97%
|
144%
|
95%
|
|
Net
assets, end of period (x 1,000,000)
|
$
107
|
$
122
|
$
113
|
$
88
|
$
219
|
|
1
Calculated based on the
average shares outstanding during the period.
2
Per-share amount was less
than $0.005.
3
The per share amount does
not accord with the change in aggregate gains and losses in securities during the period because of the timing of sales and repurchases of fund shares in relation to fluctuating market values.
4
Effective June 6, 2012,
the net operating expense limitation was lowered. The ratio presented for period ended 10/31/12 is a blended ratio.
Laudus International MarketMasters
Fund
Investor
Shares
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
22.95
|
$23.68
|
$
19.03
|
$
17.45
|
$18.36
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.18
1
|
0.25
|
0.23
|
0.21
|
0.16
|
|
Net
realized and unrealized gains (losses)
|
(0.10)
|
(0.66)
|
4.85
|
1.52
|
(0.85)
|
|
Total
from investment operations
|
0.08
|
(0.41)
|
5.08
|
1.73
|
(0.69)
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.32)
|
(0.32)
|
(0.43)
|
(0.15)
|
(0.22)
|
|
Net
asset value at end of period
|
$
22.71
|
$
22.95
|
$23.68
|
$
19.03
|
$
17.45
|
|
Total
return
|
0.39%
|
(1.73%)
|
27.23%
|
10.05%
|
(3.87%)
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
1.40%
|
1.40%
|
1.40%
|
1.53%
2
|
1.59%
|
|
Gross
operating expenses
|
1.59%
|
1.59%
|
1.60%
|
1.62%
|
1.60%
|
|
Net
investment income (loss)
|
0.76%
|
1.06%
|
1.10%
|
1.19%
|
0.80%
|
|
Portfolio
turnover rate
|
72%
|
74%
|
65%
|
68%
|
78%
|
|
Net
assets, end of period (x 1,000,000)
|
$
536
|
$
631
|
$
675
|
$
592
|
$
665
|
|
|
Select
Shares
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
22.95
|
$23.68
|
$
19.03
|
$
17.46
|
$18.38
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.21
1
|
0.28
|
0.28
|
0.25
|
0.19
|
|
Net
realized and unrealized gains (losses)
|
(0.10)
|
(0.65)
|
4.83
|
1.50
|
(0.86)
|
|
Total
from investment operations
|
0.11
|
(0.37)
|
5.11
|
1.75
|
(0.67)
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.35)
|
(0.36)
|
(0.46)
|
(0.18)
|
(0.25)
|
|
Net
asset value at end of period
|
$
22.71
|
$
22.95
|
$23.68
|
$
19.03
|
$
17.46
|
|
Total
return
|
0.56%
|
(1.57%)
|
27.43%
|
10.20%
|
(3.76%)
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
|
1.25%
|
1.25%
|
1.25%
|
1.37%
2
|
1.45%
|
|
Gross
operating expenses
|
1.50%
|
1.47%
|
1.44%
|
1.47%
|
1.47%
|
|
Net
investment income (loss)
|
0.91%
|
1.20%
|
1.26%
|
1.40%
|
0.99%
|
|
Portfolio
turnover rate
|
72%
|
74%
|
65%
|
68%
|
78%
|
|
Net
assets, end of period (x 1,000,000)
|
$1,395
|
$
1,592
|
$1,590
|
$1,062
|
$
961
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective June 6, 2012, the net operating expense
limitation was lowered. The ratio presented for period ended 10/31/12 is a blended ratio.
The investment adviser for the
funds is Charles Schwab Investment Management, Inc. (CSIM), 211 Main Street, San Francisco, CA 94105. Founded in 1989, the firm today serves as investment adviser for all of the Schwab Funds
®
, Schwab ETFs
®
and Laudus Funds
®
. As of January 31, 2016, CSIM managed approximately $277 billion in assets.
Subject to oversight by the funds’ Board
of Trustees, the investment adviser acts as the “manager of managers” for the funds and has overall responsibility for the management of the funds. The investment adviser may recommend the appointment of additional or replacement
investment managers to the funds’ Board of Trustees. The funds and the investment adviser have received exemptive relief from the SEC to permit the investment adviser and the funds to hire or terminate investment managers without shareholder
approval, subject to certain conditions. One of the conditions requires approval by the Board of Trustees before any such hiring is implemented. In addition, the exemptive order currently prohibits the investment adviser from entering into
sub-advisory agreements with affiliates of the investment adviser without shareholder approval. Within 90 days of the hiring of any new investment manager, the investment adviser will furnish shareholders of the affected fund with the required
information about the new investment manager.
As the investment adviser, CSIM
oversees the asset management and administration of the funds. As compensation for these services, the firm receives a management fee from each fund. For the 12 months ended October 31, 2015, these fees were 0.99% for the Laudus Small-Cap
MarketMasters Fund and 1.08% for the Laudus International MarketMasters Fund. These figures, which are expressed as a percentage of each fund’s average daily net assets, represent the actual amounts paid, including the effects of reductions,
and are based on the fees that applied for that period. CSIM pays the investment managers out of the management fee it receives from the funds.
A discussion regarding the basis for the Board
of Trustees’ approval of a fund’s investment advisory agreement and sub-advisory agreements is available in the fund’s 2015 annual report, which covers the period of November 1, 2014 through October 31, 2015.
Omar Aguilar, Ph.D.,
Senior Vice President and Chief Investment Officer of Equities, has overall responsibility for all aspects of the management of the funds. Prior to joining CSIM in 2011, Mr. Aguilar was with Financial Engines, where he
was responsible for managing assets from leading retirement plan sponsors in the defined contribution market. Prior to joining Financial Engines in 2009, Mr. Aguilar was the head of quantitative equity for ING Investment Management, where he was
responsible for building and developing the firm’s quantitative equity group. He joined ING in 2004 from Lehman Brothers, where he served as the head of quantitative research for its alternative investment management business. Prior to that,
he was a director of quantitative research and portfolio manager with Merrill Lynch Investment Management and Bankers Trust.
The funds’ investment managers
The table below shows each fund’s
current investment managers and the individuals who serve as portfolio managers for each investment manager’s portion of fund assets.
Laudus Small-Cap MarketMasters Fund
Investment
manager
and address
|
Year
founded/
assets under
management
(as of 12/31/15)
|
Portfolio
manager(s)
|
Employment
experience
|
BMO
Asset Management Corp.
115 South LaSalle Street
Chicago, IL 60603
|
Founded:
1989
$37 billion
|
Patrick
M. Gundlach, CFA
Managing Director and
Portfolio Manager
|
Began
his investment career in 2002. Joined BMO AM in 2004. Has served as portfolio manager for the fund since 2013. Mr. Gundlach holds a BBA and MS in Finance from the University of Wisconsin-Madison and is a CFA Charterholder.
|
|
|
Kenneth
S. Salmon,
Managing Director and
Portfolio Manager
|
Began
his investment career in 1986. Joined BMO AM in 2000. Has served as portfolio manager for the fund since 2013. Mr. Salmon holds a BA degree from State University of New York at Potsdam.
|
|
|
|
|
Investment
manager
and address
|
Year
founded/
assets under
management
(as of 12/31/15)
|
Portfolio
manager(s)
|
Employment
experience
|
Mellon
Capital Management Corp
.
50 Fremont St., Suite 3900
San Francisco, CA 94105
|
Founded:
1983
$352 billion
|
Karen
Q. Wong, CFA
Managing Director, Head of
Equity Portfolio Management
|
Ms.
Wong is a managing director of equity index strategies with Mellon Capital, where she has been employed since 2000. She holds a MBA from San Francisco State University in Finance, and a BS from San Francisco State University in Accounting and
Statistics.
|
|
|
Richard
A. Brown, CFA
Managing Director, Senior
Portfolio Manager, Team
Leader
|
Mr.
Brown is a managing director of equity portfolio management with Mellon Capital, where he has been employed since 1995. He holds an MBA from California State University at Hayward.
|
|
|
Thomas
J. Durante, CFA
Managing Director, Senior
Portfolio Manager, Team
Leader
|
Mr.
Durante is a managing director of equity portfolio management with Mellon Capital, where he has been employed since 2000. He holds a B.A. degree from Fairfield University in Accounting.
|
|
|
|
|
Wellington
Management
Company LLP
280 Congress Street
Boston, MA 02210
|
Founded:
1933
$927 billion
|
Timothy
J. McCormack, CFA
Senior Managing Director and
Equity Portfolio Manager
|
Began
his investment career in 1991. Joined Wellington Management as an investment professional in 2000. Has served as portfolio manager for the fund since 2012.
|
|
|
Shaun
F. Pederson, Senior
Managing Director and
Equity Portfolio Manager
|
Began
his investment career in 1991. Joined Wellington Management as an investment professional in 2004. Has been involved in portfolio management and securities analysis for the fund since 2012.
|
Additional information about the portfolio
managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the fund is available in the funds’ SAI.
Laudus International MarketMasters
Fund
Investment
manager
and address
|
Year
founded/
assets under
management
(as of 12/31/15)
|
Portfolio
manager(s)
|
Employment
experience
|
American
Century Investment
Management, Inc.
4500 Main Street
Kansas City, MO 64111
|
Founded:
1958
$146 billion
|
Trevor
Gurwich, Vice President
and Senior Portfolio Manager
|
Rejoined
the team that manages International Small Cap Strategy in 2005. He previously was a member of the team from 2001 until 2002. He joined American Century Investments in 1998 and became a portfolio manager in 2001.
|
Investment
manager
and address
|
Year
founded/
assets under
management
(as of 12/31/15)
|
Portfolio
manager(s)
|
Employment
experience
|
|
|
Federico
Laffan, Vice President
and Portfolio Manager
|
Has
been a member of the team that manages International Small Cap strategy since 2014 after previously being on the team from 2001 to 2008. He joined American Century Investments in 2001 and became a portfolio manager in 2004.
|
|
|
|
|
Harris
Associates L.P.
111 S. Wacker Drive
Suite 4600
Chicago, IL 60606
|
Founded:
1976
$123 billion
|
David
G. Herro, CFA,
Deputy Chairman, Chief
Investment Officer,
International Equities and
Portfolio Manager
|
Began
his investment career in 1986. Joined Harris Associates in 1992. Mr. Herro holds a BS from the University of Wisconsin-Platteville and a MA from the University of Wisconsin-Milwaukee.
|
|
|
Robert
A. Taylor, CFA,
Vice President and
Portfolio Manager
|
Joined
Harris Associates in 1994 as an International Analyst and was the Director of International Research from 2004-2015. Mr. Taylor holds a BBA from the University of Wisconsin-Madison.
|
|
|
|
|
Mellon
Capital Management Corp.
50 Fremont St., Suite 3900
San Francisco, CA 94105
|
Founded:
1983
$352 billion
|
Karen
Q. Wong, CFA,
Managing Director, Head of
Equity Portfolio Management
|
Ms.
Wong is a managing director of equity index strategies with Mellon Capital, where she has been employed since 2000. She holds a MBA from San Francisco State University in Finance, and a BS from San Francisco State University in Accounting and
Statistics.
|
|
|
Richard
A. Brown, CFA,
Managing Director, Senior
Portfolio Manager, Team Leader
|
Mr.
Brown is a managing director of equity portfolio management with Mellon Capital, where he has been employed since 1995. He holds an MBA from California State University at Hayward.
|
|
|
Thomas
J. Durante, CFA,
Managing Director, Senior
Portfolio Manager, Team Leader
|
Mr.
Durante is a managing director of equity portfolio management with Mellon Capital, where he has been employed since 2000. He holds a B.A. degree from Fairfield University in Accounting.
|
|
|
|
|
Mondrian
Investment Partners
Limited
Fifth Floor
10 Gresham Street
London EC2V 7JD
|
Founded:
1990
$57 billion
|
Ormala
Krishnan, PhD
(Investment and Finance),
CIO – Small Cap Equities
primarily responsible for
day-to-day management
and investment decisions.
|
Began
investment career in 1993. Joined Mondrian in May 2000 as a portfolio manager, emerging markets. Named to current position in 2013 and currently heads the international small capitalization team.
|
Investment
manager
and address
|
Year
founded/
assets under
management
(as of 12/31/15)
|
Portfolio
manager(s)
|
Employment
experience
|
|
|
Frances
M. Cuthbert
Senior Portfolio Manager
|
Ms.
Cuthbert is a graduate of the University of Edinburgh where she completed a MA (Hons) degree in Economics. She commenced her career at Deutsche Bank before joining Mondrian in 1999 with responsibilities in the International Small Capitalization
Team. Ms. Cuthbert is a CFA Charterholder, a member of the CFA Institute and a member of the CFA Society of the UK.
|
|
|
Aidan
Nicholson
Senior Portfolio Manager
|
Having
graduated from Pembroke College, Oxford with a Masters in Engineering, Economics & Management, Mr. Nicholson worked at Cazenove & Co. in the UK Smaller Companies Team, before moving to Mondrian in 2003 where he is a Senior Portfolio Manager
on the International Small Capitalization Team. Mr. Nicholson is a CFA Charterholder, a member of the CFA Institute and a member of the CFA Society of the UK.
|
|
|
|
|
William
Blair Investment Management, LLC
(formerly,
William Blair & Company, LLC)
222 West Adams St.
Chicago, IL 60606
|
Founded:
2014
$56 billion
|
Jeffrey
A. Urbina,
Partner, Portfolio Manager
|
Jeffrey
A. Urbina joined William Blair & Company, LLC (an affiliate of William Blair Investment Management, LLC) in 1996 as an international portfolio manager. Prior to joining the firm, he was Senior Vice President/Director of Emerging Market Research
and a Portfolio Manager for the Van Kampen American Capital Navigator Fund. Prior to that, he spent ten years at Citicorp in various capacities. Mr. Urbina has the Chartered Financial Analyst designation and is a member of the CFA Institute.
Education. He holds a BA from Northwestern University and an MBA from Northwestern University Kellogg Graduate School of Management.
|
Investment
manager
and address
|
Year
founded/
assets under
management
(as of 12/31/15)
|
Portfolio
manager(s)
|
Employment
experience
|
|
|
Simon
Fennell,
Partner, Portfolio Manager
|
Simon
Fennell joined William Blair & Company, LLC (an affiliate of William Blair Investment Management, LLC) in 2011. Prior to joining the firm, Mr. Fennell was a Managing Director in the Equities division at Goldman Sachs in London and Boston, where
he was responsible for institutional, equity research coverage for European and International stocks. Previously, he was in the Corporate Finance Group at Lehman Brothers in London and Hong Kong, working in the M&A and Debt Capital Markets
Groups. Mr. Fennell holds an MA from the University of Edinburgh and an MBA from Cornell University’s Johnson Graduate School of Management.
|
|
|
Stephanie
G. Braming, CFA
Partner, Portfolio Manager
|
Stephanie
Braming joined William Blair & Company, LLC (an affiliate of William Blair Investment Management, LLC) in 2004. Prior to joining the firm, Ms. Braming was a Principal at Mercer Investment Consulting, where she was responsible for the strategic
investment direction of her institutional clients. She is a member of the CFA Institute and the CFA Society of Chicago where she served on the Society’s Board of Directors. She holds a BA from DePauw University and an MBA from University of
Chicago Booth School of Business.
|
Additional information about the portfolio
managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the fund is available in the funds’ SAI.
In this section, you will find information on
buying, selling and exchanging shares. You may invest in the funds through an intermediary by placing orders through your brokerage account at Schwab or an account with another broker/dealer, investment adviser, 401(k) plan, employee benefit plan,
administrator, bank, or other financial intermediary (intermediary) that is authorized to accept orders on behalf of the funds (intermediary orders). Eligible Investors (as defined herein) may invest directly in the funds by placing orders through
the funds’ transfer agent (direct orders). You also will see how to choose a distribution option for your investment. Helpful information on taxes is included as well.
Investing through a financial intermediary
Placing orders through your intermediary
When you place orders through Schwab or other
intermediary, you are not placing your orders directly with a fund, and you must follow Schwab’s or the other intermediary’s transaction procedures. Your intermediary may impose different or additional conditions than the fund on
purchases, redemptions and exchanges of fund shares. These differences may include initial, subsequent and maintenance investment requirements, exchange policies, fund choices, cut-off times for investment and trading restrictions. Your intermediary
may independently establish and charge its customers transaction fees, account fees and other fees in addition to the fees charged by the fund. These additional fees may vary over time and would increase the cost of your investment and lower
investment returns. You should consult your intermediary directly for information regarding these conditions and fees. The fund is not responsible for the failure of your intermediary to carry out its responsibilities.
Only certain intermediaries are authorized to
accept orders on behalf of a fund. If your fund shares are no longer held by an authorized intermediary, the fund may impose restrictions on your ability to manage or maintain your shares. For example, you will not be able to place orders to
purchase additional shares. To remove these restrictions, you have two options. First, you may move your shares to Schwab or another intermediary that is authorized to accept fund orders. Second, you may maintain a direct account with the fund if
you meet the eligibility requirements for placing direct orders and your completed account application and supporting documentation is returned to and accepted by the fund’s transfer agent, Boston Financial Data Services (transfer agent). The
eligibility requirements and instructions for submitting an account application are set forth in the “Investing directly with the funds” section of the prospectus. If you do not exercise one of these options within ninety days, the fund
reserves the right to redeem your shares.
Buying,
selling and exchanging shares through an intermediary
To purchase, redeem or exchange shares held in
your Schwab account or in your account at another intermediary, you must place your orders with the intermediary that holds your shares. You may not purchase, redeem or exchange shares held in your intermediary account directly with the fund.
When selling or exchanging shares, you should
be aware of the following fund policies:
•The fund may take up
to seven days to pay sale proceeds.
•The fund reserves
the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses in converting these
securities to cash.
•Exchange
orders are limited to other Schwab Funds
®
that are not Sweep Investments
®
or Laudus MarketMasters Funds and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you
are exchanging.
•You must obtain and
read the prospectus for the fund into which you are exchanging prior to placing your order.
Investing directly with the funds
Investor eligibility requirements for placing direct
orders
Only Eligible Investors (as
defined below) may purchase shares directly from the fund's transfer agent, Boston Financial Data Services. Eligible Investors include, but are not limited to, qualified and non-qualified employee benefit plans (including but not limited to defined
benefit plans, defined contribution plans, 401(k) plans), foundations and endowments, banks, trusts, investment companies and corporate capital and cash management accounts. Eligible Investors may also be shareholders who receive shares of a Schwab
Fund as a result of a reorganization of a fund. The funds reserve the right to determine which potential investors qualify as Eligible Investors. Shares held by a non-Eligible Investor directly with the fund are subject to involuntary redemption by
the fund.
Investing in the
funds
23
Opening an account to place direct orders
You must satisfy the investor eligibility
requirements for direct order clients to place direct orders for a fund’s shares. Eligible Investors must open an account with the fund through the fund’s transfer agent prior to placing direct orders. You may obtain an account
application by calling the transfer agent at 1-800-407-0256. Your completed application and supporting documents must be returned to, and accepted by, the transfer agent before you can place direct orders. You cannot place direct orders through your
Schwab account or through your account at another intermediary.
Initial and additional direct purchases by wire
Subject to acceptance by a
fund, you may make your initial purchase and any additional purchases of shares by wiring federal funds to the transfer agent. If you have not yet opened an account with the fund, you must fax a signed, hard copy of the completed account application
and all supporting documents to the transfer agent at 1-816-218-0490. You must call the transfer agent at 1-800-407-0256 prior to the close of the fund (generally 4:00 p.m. Eastern time or the close of the NYSE) to place your order and to receive
wire instructions. Orders received by the transfer agent in good order on or prior to the close of the fund will be processed at the net asset value per share of the fund for that day. Your wired funds must be received and accepted by the transfer
agent prior to 6:00 p.m. Eastern time or the deadline for the Fedwire Funds Service for initiating third party transfers, whichever is earlier, on the day your purchase order is placed. Please call the transfer agent at 1-800-407-0256 if you have
any questions or need additional information.
Initial and additional direct purchases by mail
Subject to acceptance by a fund, you may open
an account and make your initial purchase and any additional purchases of the fund’s shares by mail. To open an account by mail, complete and sign the account application and mail the account application, all supporting documents and a check
for the desired purchase amount to the transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. Additional investments may be made at any time by mailing a check (payable to Schwab Funds) to the
transfer agent at the address above. Be sure to include your account number on your check.
Subject to acceptance by the
fund, payment for the purchase of shares received by mail will be credited to a shareholder’s account at the net asset value per share of the fund next determined after receipt, even though the check may not yet have been converted into
federal funds. For purposes of calculating the purchase price of fund shares, a purchase order is received by the fund on the day that it is in good order unless it is rejected by the fund’s transfer agent. For a cash purchase order of fund
shares to be in good order on a particular day, a check must be received on or before the close of the fund (generally 4:00 p.m. Eastern time or the close of the NYSE) on that day. If the payment is received by the fund after the deadline, the
purchase price of fund shares will be based upon the next determination of net asset value of fund shares. No currency, third party checks, foreign checks, starter checks, credit card checks, traveler’s checks or money orders will be accepted
by the fund.
Direct redemptions and
exchanges
When selling or exchanging
shares directly, you should be aware of the following fund policies:
•The fund may take up
to seven days to pay sale proceeds.
•The fund reserves
the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses in converting these
securities to cash.
•Exchange
orders are limited to other Schwab Funds
®
that are not Sweep Investments
®
or Laudus MarketMasters Funds and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you
are exchanging.
•If you are selling
shares that were recently purchased by check, the proceeds may be delayed until the check for purchase clears; this may take up to 15 days from the date of purchase.
•You must obtain and
read the prospectus for the fund into which you are exchanging prior to placing your order.
Direct redemptions by telephone
If you authorized the telephone redemption
option in the account application, you may place a redemption order by calling the transfer agent at 1-800-407-0256 and requesting that the redemption proceeds be wired per the authorized instructions in the account application or mailed to the
primary registration address. Your redemption order will be processed at the net asset value per share of the fund next determined after receipt of your telephone redemption order by the transfer agent. Please note that the transfer agent may only
act on telephone instructions believed by the transfer agent to be genuine. The transfer agent’s records of such instructions are binding on the shareholder. The funds and their service providers (including the transfer agent, Schwab and CSIM)
are not responsible for any losses or costs that may arise from following telephone instructions that the transfer agent reasonably believes to be genuine. The transfer agent will employ reasonable procedures to confirm that instructions
communicated are genuine. These procedures include tape recording of telephone instructions and requiring some form of personal identification prior to acting upon instructions received by telephone.
24
Investing in the funds
Direct redemptions by mail
You may redeem your fund shares by mail by
sending a request letter to the funds’ transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. Your redemption request will be processed by the fund at the net asset value per share of the fund
next determined after the request is received in good order. To be in good order, the redemption request must include the name of the fund and the number of shares or the dollar amount to be redeemed, all required signatures and authorizations and
any required signature guarantees.
Additional direct
redemption information
To protect you, the funds and
their service providers from fraud, signature guarantees may be required to enable the transfer agent to verify the identity of the person who has authorized a redemption from an account. Signature guarantees are required for (1) redemptions where
the proceeds are to be sent to someone other than the registered shareholder(s) at the registered address, (2) redemptions if your account address has changed within the last 10 business days, (3) share transfer requests, and (4) redemptions where
the proceeds are wired in connection with bank instructions not already on file with the transfer agent. Signature guarantees may be obtained from certain eligible financial institutions, including, but not limited to, the following: U.S. banks,
trust companies, credit unions, securities brokers and dealers, savings and loan associations and participants in the Securities and Transfer Association Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the New York Stock
Exchange Medallion Signature Program (MSP). Signature guarantees from non-U.S. banks that do not include a stamp may require a U.S. consulate stamp. You may contact the transfer agent at 1-800-407-0256 for further details.
Direct exchange privileges
Upon request, and subject to certain
limitations, shares of the funds may be exchanged into shares of any other Schwab Fund or Laudus MarketMasters Fund that is not a Sweep Investment. In order to exchange your shares to another fund, you must meet the minimum investment and other
requirements for the fund and share class into which you are exchanging or converting. Further, you must obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. A new account opened by an exchange must
be established with the same name(s), address(es) and tax identification number(s) as the existing account. All exchanges will be made based on the respective net asset values next determined following receipt of the request by the fund containing
the information indicated below.
The
funds reserve the right to suspend or terminate the privilege of exchanging shares of the funds by mail or by telephone at any time.
Direct exchanges by telephone
If you authorized the telephone redemption
option in the account application, you may exchange fund shares by telephone by calling the funds’ transfer agent at 1-800-407-0256. Please be prepared to provide the following information: (a) the account number, tax identification number and
account registration; (b) the class of shares to be exchanged (if applicable); (c) the name of the fund from which and the fund into which the exchange is to be made; and (d) the dollar or share amount to be exchanged. Please note that the transfer
agent may act only on telephone instructions believed by the transfer agent to be genuine. Please see the section entitled “Direct redemptions by telephone” for more information regarding transacting with the funds’ transfer agent
via telephone.
Direct exchanges by mail
To exchange fund shares by mail, simply send a
letter of instruction to the funds’ transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. The letter of instruction must include: (a) your account number; (b) the class of shares to be
exchanged (if applicable); (c) the fund from and the fund into which the exchange is to be made; (d) the dollar or share amount to be exchanged; and (e) the signatures of all registered owners or authorized parties.
Share price
The funds are open for business
each day that the NYSE is open. Each fund calculates its share price each business day as of the close of the NYSE (generally 4 p.m. Eastern time). If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically
be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the funds reserve the right to treat such day as a business day and accept purchase and redemption orders and calculate their share price as of
the normally scheduled close of regular trading on the NYSE for that day. A fund’s share price is its net asset value per share, or NAV, which is the fund’s net assets divided by the number of its shares outstanding. Orders to buy, sell
or exchange shares that are received by a fund in good order on or prior to the close of the fund (generally 4 p.m. Eastern time) will be executed at the next share price calculated that day.
When you place an order through your Schwab
account or an account at another intermediary, please consult with your intermediary to determine when your order will be executed. Generally, you will receive the share price next calculated after the fund receives your order from your
intermediary. However, some intermediaries, such as Schwab, may arrange with the fund for you to receive the share price next calculated after your intermediary has received your order. Some intermediaries may require that they receive orders prior
to a specified cut-off time.
Investing in the
funds
25
In valuing its securities, a
fund uses market quotes or official closing prices if they are readily available. In cases where quotes are not readily available or the investment adviser deems them unreliable, a fund may value securities based on fair values developed using
methods approved by the fund’s Board of Trustees.
Shareholders of the Laudus International
MarketMasters Fund™ should be aware that because foreign markets are often open on weekends and other days when the fund is closed, the value of the fund’s portfolio may change on days when it is not possible to buy or sell shares of the
fund.
Additional policies affecting your
investment
Choose a
fund and share class then decide how much you want to invest. Your choice may depend on the amount of your investment. The minimums shown below are for each fund and share class. The Select Shares have lower expenses than the Investor Shares. You
may convert your Investor Shares into Select Shares at any time if your account balance in the fund is at least $50,000. You must contact the fund, Schwab or your other intermediary to request an interclass exchange of your Investor Shares for
Select Shares—conversion is not automatic. If you no longer meet the minimum balance requirement for Select Shares, each fund reserves the right to (i) convert your Select Share holdings to Investor Shares of the same fund; or (ii) redeem your
holdings. A fund will notify you in writing 60 days before any automatic conversion or redemption occurs. Select Shares may not be available through intermediaries other than Schwab.
Share
class
|
Minimum
initial investment
|
Minimum
balance
|
Investor
Shares
|
$100
|
None
|
Select
Shares
|
$50,000
|
$40,000
|
These minimums may
be waived for certain retirement plans and plan participants, and for certain investment programs, or in a fund’s sole discretion. Investment advisers may aggregate investments across client accounts in order to reach the Select Shares initial
minimum investment and minimum balance requirements.
Choose an option for fund distributions.
If you are an Eligible Investor placing direct orders with a fund, you will have one of the three options described below for fund distributions. If you don’t indicate a choice, you will receive the first option.
If you are placing orders through an intermediary, you will select from the options for fund distributions provided by your intermediary, which may be different than those provided by the funds to Eligible Investors. You should consult with your
financial intermediary to discuss available options.
Option
|
Feature
|
Reinvestment
|
All
dividends and capital gain distributions are invested automatically in shares of the fund.
|
Cash/reinvestment
mix
|
You
receive payment for dividends, while any capital gain distributions are invested in shares of your fund.
|
Cash
|
You
receive payment for all dividends and capital gain distributions.
|
Each fund reserves certain rights, including the
following:
•If
your account balance falls below the stated minimum balance requirement for the Select Shares for any reason, to automatically convert your holdings to Investor Shares of that same fund upon 60 days written notice or to automatically redeem your
shares upon 60 days written notice.
•To materially modify
or terminate the exchange privilege upon 60 days’ written notice to shareholders.
•To change or waive a
fund’s investment minimums.
•To suspend the right
to sell shares back to the fund, and delay sending proceeds, during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC.
•To withdraw or
suspend any part of the offering made by this prospectus.
Payments by the investment adviser or its affiliates
The investment adviser or its affiliates may
make cash payments out of their own resources, or provide products and services at a discount, to certain brokerage firms, banks, retirement plan service providers and other financial intermediaries that perform shareholder, recordkeeping,
sub-accounting and other administrative services in connection with investments in fund shares. These payments or discounts are separate from, and may be in addition to, any shareholder service fees or other administrative fees the funds may pay to
those
26
Investing in the
funds
intermediaries. The investment adviser or its affiliates may
also make cash payments out of their own resources, or provide products and services at a discount, to certain financial intermediaries that perform distribution, marketing, promotional or other distribution-related services. The payments or
discounts described by this paragraph may be substantial; however, distribution-related services provided by such intermediaries are paid by the investment adviser or its affiliates, not by the funds or their shareholders.
Shareholder servicing plan
The Board of Trustees has
adopted a Shareholder Servicing Plan (the Plan) on behalf of the funds. The Plan enables a fund to bear expenses relating to the provision by financial intermediaries, including Schwab (together, “service providers”), of certain account
maintenance, customer liaison and shareholder services to the current shareholders of the funds.
Pursuant to the Plan, each fund’s shares
are subject to an annual shareholder servicing fee of up to 0.20% for Select Shares and 0.25% for Investor Shares. The shareholder servicing fee paid to a particular service provider is made pursuant to its written agreement with Schwab, as
distributor of the funds (or, in the case of payments made to Schwab acting as a service provider, pursuant to Schwab’s written agreement with the funds), and a fund will pay no more than 0.20% for Select Shares and 0.25% for Investor Shares
of the average annual daily net asset value of the fund shares owned by shareholders holding shares through such service provider. Payments under the Plan are made as described above without regard to whether the fee is more or less than the service
provider’s actual cost of providing the services, and if more, such excess may be retained as profit by the service provider.
Policy regarding short-term or excessive trading
The funds are intended for long-term
investment and not for short-term or excessive trading (collectively “market timing”). Market timing may adversely impact the funds’ performance by disrupting the efficient management of the funds, increasing fund transaction costs
and taxes, causing the funds to maintain higher cash balances, and diluting the value of the funds’ shares.
In order to discourage market timing, the
funds’ Board of Trustees has adopted policies and procedures that are reasonably designed to reduce the risk of market timing by fund shareholders. Each fund seeks to deter market timing through several methods. These methods may include: fair
value pricing, imposition of redemption fees and trade activity monitoring. Fair value pricing and redemption fees are discussed more thoroughly in the subsequent pages of this prospectus and are considered to be key elements of the funds’
policy regarding short term or excessive trading. Trade activity monitoring is risk based and seeks to identify patterns of activity in amounts that might be detrimental to the funds.
Although these methods are designed to
discourage market timing, there can be no guarantee that the funds will be able to identify and restrict investors that engage in such activities. In addition, some of these methods are inherently subjective and involve judgment in their
application. Each fund and its service providers seek to make these judgments and applications uniformly and in a manner that they believe is consistent with interests of the fund’s long-term shareholders. The funds may amend these policies
and procedures in response to changing regulatory requirements or to enhance the effectiveness of the program.
Each fund or its service providers maintain
risk-based surveillance procedures designed to detect market timing in fund shares in amounts that might be detrimental to the fund. Under these procedures, the funds have requested that service providers to the funds monitor transactional activity
in amounts and frequency determined by each fund to be significant to the fund and in a pattern of activity that potentially could be detrimental to the fund. If a fund, in its sole discretion based on these or other factors, determines that a
shareholder has engaged in market timing, it may refuse to process future purchases or exchanges into the fund by that shareholder. These procedures may be modified from time to time as appropriate to improve the detection of market timing and to
comply with applicable laws.
If trades
are effected through a financial intermediary, the fund or its service providers will work with the intermediary to monitor possible market timing activity. The funds reserve the right to contact the intermediary to provide certain shareholder
transaction information and may require the intermediary to restrict the shareholder from future purchases or exchanges in the fund. Transactions by fund shareholders investing through intermediaries may also be subject to the restrictions of the
intermediary’s own frequent trading policies, which may differ from those of the funds. The funds may defer to an intermediary’s frequent trading policies with respect to those shareholders who invest in the funds through such
intermediary. The funds will defer to an intermediary’s policies only after the funds determine that the intermediary’s frequent trading policies are reasonably designed to deter transactional activity in amounts and frequency that are
deemed to be significant to a fund and in a pattern of activity that potentially could be detrimental to the fund. Shareholders should consult with their intermediary to determine if additional frequent trading restrictions apply to their fund
transactions.
The funds reserve the
right to restrict, reject or cancel within a reasonable time, without prior notice, any purchase or exchange order for any reason.
Fair value pricing
The Board of Trustees has adopted procedures
to fair value each fund’s securities when market prices are not “readily available” or are unreliable. For example, a fund may fair value a security when a security is de-listed or its trading is halted or suspended; when a
security’s primary pricing source is unable or unwilling to provide a price; when a security’s primary trading market is closed during regular market hours; or when a security’s value is materially affected by events occurring
after the close of the security’s primary trading market.
Investing in the
funds
27
By fair valuing securities whose prices may
have been affected by events occurring after the close of trading, each fund seeks to establish prices that investors might expect to realize upon the current sales of these securities. This methodology is designed to deter “arbitrage”
market timers, who seek to exploit delays between the change in the value of a fund’s portfolio holdings and the net asset value of the fund’s shares, and seeks to help ensure that the prices at which the fund’s shares are
purchased and redeemed are fair and do not result in dilution of shareholder interest or other harm to shareholders.
Each fund makes fair value determinations in
good faith in accordance with the fund’s valuation procedures. Due to the subjective and variable nature of fair value pricing, there can be no assurance that a fund could obtain the fair value assigned to the security upon the sale of such
security.
Redemption fee
Shares redeemed or exchanged within 30 days of
purchase, which shall be calculated to include the 30th day, will be subject to a fee of 2%, which is intended to limit short-term trading in the funds, or to the extent that short-term trading persists, to impose the costs of that type of activity
on the shareholders who engage in it. Each fund treats shares that have been held the longest as being redeemed first. Each fund retains the redemption fees for the benefit of the remaining shareholders. Fund shares purchased with reinvested
dividends are not subject to redemption fees. Each fund reserves the right, in its sole discretion, to waive such fee when, in its judgment, such waiver would be in the best interests of the fund and its long-term shareholders. A fund may waive the
redemption fee for retirement plans, wrap or fee-based programs, charitable giving funds, unregistered separate accounts, redemptions pursuant to rebalancing programs or systematic withdrawal plans established by the fund or financial
intermediaries, and registered investment companies and redemptions initiated by the fund. In addition, certain financial intermediaries may use criteria and methods for tracking, applying and calculating the fees that are different from a
fund’s but which the fund, in its discretion, may determine are in the best interests of the fund and its long-term shareholders. While the funds discourage mutual fund market timing and maintain procedures designed to provide reasonable
assurances that such activity will be identified and terminated, including the imposition of the redemption fee described above, no policy or procedure can guarantee that all such activity will in fact be identified or that such activity can be
completely eliminated. The funds reserve the right to modify or eliminate the redemption fees or waivers at any time.
Large shareholder redemptions
Certain accounts or Schwab affiliates may from
time to time own (beneficially or of record) or control a significant percentage of a fund's shares. Redemptions by these shareholders of their holdings in a fund may impact a fund's liquidity and NAV. These redemptions may also force a fund to sell
securities, which may negatively impact a funds' brokerage costs.
Customer identification and verification and anti-money
laundering program
Federal law requires
all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open your account, you will have to provide your name, address, date of birth, identification number and other information
that will allow the funds or your financial intermediary to identify you. This information is subject to verification to ensure the identity of all persons opening an account.
The funds or your financial intermediary are
required by law to reject your new account application if the required identifying information is not provided. The fund or your financial intermediary may contact you in an attempt to collect any missing information required on the application, and
your application may be rejected if they are unable to obtain this information. In certain instances, the fund or your financial intermediary is required to collect documents that will be used solely to establish and verify your identity.
The funds will accept investments and your
order will be processed at the NAV next determined after receipt of your application in proper form (or upon receipt of all identifying information required on the application). The funds, however, reserve the right to close and/or liquidate your
account at the then-current day’s price if the fund or your financial intermediary is unable to verify your identity. As a result, you may be subject to a gain or loss on fund shares and will be subject to corresponding tax consequences.
Customer identification and verification is
part of the funds’ overall obligation to deter money laundering under U.S. federal law. The funds have adopted an Anti-Money Laundering Compliance Program designed to prevent the funds from being used for money laundering or the financing of
terrorist activities. In this regard, the funds reserve the right to (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in cases of
threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of fund management, they are deemed to be in the best interest of the funds or in cases when a fund is requested or compelled
to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the funds are required to withhold such proceeds.
28
Investing in the funds
Distributions and taxes
Any investment in a fund typically involves
several tax considerations. The information below is meant as a general summary for U.S. citizens and residents. Please see the funds’ SAI for additional information. Because each person’s tax situation is different, you should consult
your tax advisor about the tax implications of your investment in a fund. You also can visit the Internal Revenue Service (IRS) website at www.irs.gov.
As a shareholder, you are entitled to your
share of the dividends and gains a fund earns. Every year, each fund distributes to its shareholders substantially all of its net investment income and net capital gains, if any. These distributions typically are paid in December to all shareholders
of record. During the fourth quarter of the year, typically in early November, an estimate of each fund’s year-end distribution, if any, may be made available on the fund’s website: www.csimfunds.com.
Unless you are investing through an IRA,
401(k) or other tax-advantaged retirement account, your fund distributions generally have tax consequences. Each fund’s net investment income and short-term capital gains are distributed as dividends and will be taxable as ordinary income or
qualified dividend income. Other capital gain distributions are taxable as long-term capital gains, regardless of how long you have held your shares in the fund. The maximum individual rate applicable to “qualified dividend income” and
long-term capital gains is generally either 15% or 20%, depending on whether the individual’s income exceeds certain threshold amounts. Distributions generally are taxable in the tax year in which they are declared, whether you reinvest them
or take them in cash.
Generally, any
sale or exchange of your shares is a taxable event. For tax purposes, an exchange of your shares for shares of another Schwab Fund or Laudus MarketMasters Fund is treated the same as a sale. An exchange between classes within a fund is not reported
as a taxable sale. A sale may result in a capital gain or loss for you. The gain or loss generally will be treated as short-term if you held the shares for one-year or less, long-term if you held the shares longer. The maximum individual rate
applicable to “qualified dividend income” and long-term capital gains is generally either 15% or 20%, depending on whether the individual’s income exceeds certain threshold amounts. Any loss realized upon a taxable disposition of
shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received (or deemed received) by you with respect to the shares. All or a portion of any loss realized
upon a taxable disposition of shares will be disallowed if you purchase other substantially identical shares within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the
disallowed loss.
If a fund’s
distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution
will not be taxable to the extent of a shareholder’s adjusted basis but will reduce such basis and result in a higher capital gain or lower capital loss when those shares on which the distribution was received are sold. To the extent of a
return of capital distribution exceeds a shareholder’s adjusted basis, the distribution will be treated as gain from the sale of shares.
An additional 3.8% Medicare tax is imposed on
certain net investment income (including ordinary dividends and capital gain distributions received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of U.S. individuals, estates and trusts to the extent that
such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.
Shareholders in the
Laudus International MarketMasters Fund may have additional tax considerations as a result of foreign tax payments made by the fund. Typically, these payments will reduce the fund’s dividends but, if eligible, the fund may elect for these
payments to be included in your taxable income. In such event, you may be able to claim a tax credit or deduction for your portion of foreign taxes paid by the fund, however.
At the beginning of every year, each fund
provides shareholders with information detailing the tax status of any distributions the fund paid during the previous calendar year. Schwab customers also receive information on distributions and transactions in their monthly account
statements.
Prior to January 1, 2012,
when shareholders sold fund shares from a taxable account, they typically received information on their tax forms that calculated their gain or loss using the average cost method. This information was not previously reported to the IRS, and
shareholders had the option of calculating gains or losses using an alternative IRS permitted method. However, in accordance with legislation passed by Congress in 2008, each fund began reporting cost basis information to the IRS for shares
purchased on or after January 1, 2012 and sold thereafter. Each fund permits shareholders to elect their preferred cost basis method. In the absence of an election, a fund will use an average cost basis method. Please consult your tax adviser to
determine the appropriate cost basis method for your particular tax situation and to learn more about how the new cost basis reporting laws apply to you and your investments, including investments made prior to January 1, 2012 and sold
thereafter.
A fund may be required to
withhold U.S. federal income tax on all taxable distributions and redemption proceeds payable to shareholders if shareholders fail to provide the funds with their correct taxpayer identification number or to make required certifications, or if they
have been notified by the IRS that they are subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against U.S. federal income tax liability.
Investing in the
funds
29
Foreign shareholders may be
subject to different U.S. federal income tax treatment, including withholding tax at the rate of 30% (unless a lower treaty rate applies) on amounts treated as ordinary dividends from the funds, as discussed in more detail in the funds’ SAI.
Furthermore, the funds will be required to withhold U.S. tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to
comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional
information to the funds to enable the funds to determine whether withholding is required.
A fund’s investments in foreign
securities may be subject to foreign withholding taxes. In that case, a fund’s return on those securities would be decreased. In addition, a fund’s investments in foreign securities or foreign currencies may increase or accelerate a
fund’s recognition of ordinary income and may affect the timing or amount of a fund’s distributions. If more than 50% of a fund’s assets at fiscal year-end is represented by debt and equity securities of foreign corporations, the
fund intends to elect to permit shareholders who are U.S. citizens, resident aliens or U.S. corporations to claim a foreign tax credit or deduction (but not both) on their U.S. income tax returns for their pro rata portion of qualified taxes paid by
the fund to foreign countries in respect of foreign securities the fund has held for at least the minimum period specified in the Code. For the purposes of the foreign tax credit, each such shareholder would include in gross income from foreign
sources its pro rata share of such taxes. Certain limitations imposed by the Code may prevent shareholders from receiving a full foreign tax credit or deduction for their allocable amount of such taxes.
To the extent such
investments are permissible for a fund, the fund’s transactions in options, futures contracts, hedging transactions, forward contracts, equity swap contracts and straddles will be subject to special tax rules (including mark-to-market,
constructive sale, straddle, and wash sale rules), the effect of which may be to accelerate income to the fund, defer losses to the fund, cause adjustments in the holding periods of the fund’s securities, convert long-term capital gains into
short-term gains or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to shareholders. A fund’s use of such transactions may result in the fund
realizing more short-term capital gains (subject to tax at ordinary income tax rates) and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions.
The foregoing is a general summary of the
federal income tax consequences of investing in a fund to shareholders who are U.S. citizens or U.S. corporations. Shareholders should consult their own tax advisors about the tax consequences of an investment in a fund in light of each
shareholder’s particular tax situation. Shareholders should also consult their own tax advisors about consequences under foreign, state, local or other applicable tax laws.
30
Investing in the
funds
Prospectus
February 25, 2016
Laudus MarketMasters Funds
To learn more
This prospectus contains important information on the funds
and should be read and kept for reference. You also can obtain more information from the following sources:
Annual and semi-annual reports,
which are mailed to current fund investors, contain more information about a funds' holdings and detailed financial information about a funds. Annual reports also contain information from a funds' managers about
strategies, recent market conditions and trends and their impact on fund performance.
The
Statement of Additional
Information (SAI)
includes a more detailed discussion of investment policies and the risks associated with various investments. The SAI is incorporated by reference into the prospectus, making it legally part of the prospectus.
For a free copy of any of these documents or to request
other information or ask questions about the fund, call Schwab at 1-800-435-4000. In addition, you may visit www.csimfunds.com/laudusfunds_prospectus for a free copy of a prospectus, SAI or an annual or semi-annual report.
The SAI, the funds’ annual and semi-annual reports and
other related materials are available from the EDGAR Database on the SEC’s website (www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the
Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the funds, including the funds' SAI, at the SEC’s Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on
the operation of the SEC’s Public Reference Room.
SEC File Numbers
Laudus
MarketMasters Funds
|
811-7704
|
REG23308-26
Schwab MarketTrack Portfolios
®
Prospectus
February
25, 2016
•
Schwab MarketTrack All Equity Portfolio
TM
|
Investor
Shares: SWEGX
|
•
Schwab MarketTrack Growth Portfolio
TM
|
Investor
Shares: SWHGX
|
•
Schwab MarketTrack Balanced Portfolio
TM
|
Investor
Shares: SWBGX
|
•
Schwab MarketTrack Conservative Portfolio
TM
|
Investor
Shares: SWCGX
|
As with all mutual funds, the Securities and Exchange Commission (SEC) has
not approved these securities or passed on whether the information in this prospectus is adequate and accurate. Anyone who indicates otherwise is committing a federal crime.
Schwab MarketTrack Portfolios
®
Schwab MarketTrack All Equity Portfolio
TM
Ticker
Symbol:
|
Investor
Shares:
|
SWEGX
|
Investment objective
The portfolio seeks high capital growth
through an all-stock portfolio.
Portfolio fees
and expenses
This table describes the
fees and expenses you may pay if you buy and hold shares of the portfolio.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
portfolio operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.13
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.28
|
Acquired
fund fees and expenses (AFFE)
1
|
0.21
|
Total
annual portfolio operating expenses (including AFFE)
2
|
0.62
|
1
|
Acquired fund fees and
expenses (AFFE) are based on estimated amounts for the current fiscal year. AFFE reflects fees and expenses incurred indirectly by the portfolio through its investments in the underlying funds.
|
2
|
The total annual portfolio
operating expenses in the fee table may differ from the expense ratios in the portfolio’s “Financial highlights” because the financial highlights include only the portfolio’s direct operating expenses and do not include AFFE.
|
This example is intended to help you compare
the cost of investing in the portfolio with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the portfolio for the time periods indicated and then redeem all of your shares at the end of those time periods.
The example also assumes that your investment has a 5% return each year and that the portfolio's operating expenses remain the same. The figures are based on total annual portfolio operating expenses (including AFFE). The expenses would be the same
whether you stayed in the portfolio or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$63
|
$199
|
$346
|
$774
|
The portfolio pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when portfolio shares are held in a taxable
account. These costs, which are not reflected in the annual portfolio operating expenses or in the example, affect the portfolio's performance. During the most recent fiscal year, the portfolio's portfolio turnover rate was 42% of the average value
of its portfolio.
Principal investment
strategies
To pursue its goal, the
portfolio maintains a defined asset allocation.
The portfolio’s target allocation is 100% in stock investments, with certain percentages for different segments of the stock market. It is the portfolio’s
policy that, under normal circumstances, it will invest at least 80% of its net assets in stock investments; typically the actual percentage is considerably higher. The portfolio invests in mutual funds to achieve its allocation in stock
investments.
The portfolio seeks to remain
close to the target allocations of 45% for U.S. large-cap, 25% for U.S. small-cap, 20% for developed international large-cap, 5% for developed international small-cap, 5% for emerging markets and typically does not change its target
allocation.
Because the
portfolio must keep a small portion of its assets in cash for business operations, the portfolio’s actual investments will be slightly less than 100% in stock funds.
The portfolio invests mainly in other Schwab
Funds
®
, including Schwab index funds, which use a variety of indexing strategies. These underlying Schwab index funds seek to track or replicate the
total returns of various stock market indices. They typically invest in the stocks included in the index they are tracking or replicating, and generally give each stock the same weight as the index does. However, for certain underlying Schwab index
funds, it is possible that the investment adviser may determine to utilize instead a “sampling” methodology in seeking to achieve the underlying
Schwab MarketTrack All Equity Portfolio
TM
1
fund’s objective. Sampling means that the investment
adviser uses quantitative analysis to select stocks from an index universe to obtain a representative sample of stocks that resembles an index in terms of key risk factors, performance attributes and other characteristics. In certain circumstances
it may not be possible or practicable for the underlying fund to invest in all of the stocks comprising an index or in proportion to their weightings in an index.
The underlying funds may invest in derivatives
and lend their securities to minimize the gap in performance that naturally exists between any index fund and its corresponding index. Each underlying fund focuses on a different segment of the stock market.
The portfolio manager monitors the
portfolio’s holdings and cash flow and manages them as needed in order to maintain the portfolio’s target allocation. The manager may permit modest deviations from the target allocation for certain periods of time, in order to reduce
transaction costs.
Principal risks
The portfolio is subject to risks, any of
which could cause an investor to lose money. The portfolio's principal risks include:
Asset Allocation Risk.
The portfolio is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the portfolio’s assets among the various asset classes and market segments will
cause the portfolio to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of interest may exist where the best interests of the affiliated underlying fund may not be aligned with those of the
portfolio or vice versa. However, the
investment adviser
is a fiduciary to the portfolio and is legally obligated to act in the portfolio’s best interests when selecting underlying funds.
Market Risk.
Stock markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the portfolio will fluctuate, which means that you could lose money.
Underlying Fund Investment Risk.
The value of your investment in the portfolio is based primarily on the prices of the underlying funds that the portfolio purchases. In turn, the price of each underlying fund is based on the value of its securities. The
portfolio is subject to the performance and expenses of the underlying funds in which it invests. Before investing in the portfolio, investors should assess the risks associated with the underlying funds in which the portfolio may invest and the
types of investments made by those underlying funds. These risks include any combination of the risks described below, although the portfolio’s exposure to a particular risk will be proportionate to the portfolio’s overall asset
allocation and underlying fund allocation.
•
Investment Risk.
The portfolio may experience losses with
respect to its investment in an underlying
fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective.
•
Investment Style Risk.
Some underlying funds seek to track the performance of various segments of the stock market, as measured by their respective indices. Each underlying fund follows these
stocks during upturns as well as downturns. Because of their indexing strategy, the underlying funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of an underlying fund’s
expenses, the underlying fund’s performance is normally below that of the index. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the underlying fund is focused in an
industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy.
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Tracking Error Risk.
Each underlying index fund seeks to track the performance of its benchmark index, although it may not be successful in doing so. The divergence between the performance of a
fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
•
Large-Cap Risk.
Many of the risks of the underlying funds are associated with its investment in the large-cap segments of the stock market. Large-cap stocks tend to go in and out of favor based on
market and economic conditions. During a period when large-cap stocks fall behind other types of investments — bonds or mid- or small-cap stocks, for instance — an underlying fund’s performance also will lag those
investments.
•
Small-Cap Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks, and their prices may move sharply, especially during market upturns and downturns. Small-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other types of investments — bonds or large-cap stocks, for instance — an
underlying fund’s performance also will lag those investments.
•
Money Market Risk.
The portfolio may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the portfolio sells the shares it owns they may be worth more or less than what the portfolio originally paid for them. In addition,
neither type of money market fund is designed to offer capital appreciation.
2
Schwab
MarketTrack All Equity Portfolio
TM
•
Concentration Risk.
To the extent that an underlying fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries,
sector, country or asset class, the underlying fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory
occurrences affecting that market, industry, group of industries, sector, country or asset class.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. To the extent that an
underlying fund invests a significant portion of its assets in any one country, the underlying fund will be subject to a greater risk of loss or volatility than if the underlying fund always maintained wide geographic diversity among the countries
in which it invests.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with an underlying fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments
in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives
for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security.
•
Exchange-Traded Fund (ETF) Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's
shares can result in its value of being more volatile than the underlying portfolio of securities.
•
Liquidity Risk.
An underlying fund may be unable to sell certain
securities, such as illiquid securities,
readily at a favorable time or price, or an underlying fund may have to sell them at a loss.
•
Sampling Index Tracking Risk.
To the extent an underlying fund uses a sampling method, the underlying fund will not fully replicate its comparative index and may hold securities not included in the
index. As a result, the underlying fund will be subject to the risk that the investment adviser’s investment management strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. If the
underlying fund utilizes a sampling approach, it may not track the return of the index as well as it would if the underlying fund purchased all of the securities in the index.
•
Securities Lending Risk.
An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in the
collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
Direct Investment Risk.
The portfolio may invest directly in individual securities, as well as other mutual funds, ETFs and cash equivalents, including money market securities. The portfolio’s direct investment in these securities is
subject to the same or similar risks as an underlying fund’s investment in the same security.
For more information on the risks of investing
in the portfolio please see the “Portfolio details” section in the prospectus.
Performance
The bar chart below shows how
the portfolio's investment results have varied from year to year, and the following table shows how the portfolio's average annual total returns for various periods compared to that of a broad based index and a composite index based on the
portfolio’s target allocation. This information provides some indication of the risks of investing in the portfolio. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may
differ from past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Annual total returns
(%) as of 12/31
Best quarter:
20.79% Q2 2009
Worst quarter:
(22.99%) Q4 2008
Schwab MarketTrack All Equity Portfolio
TM
3
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
(2.71%)
|
8.24%
|
5.53%
|
After
taxes on distributions
|
(5.27%)
|
7.39%
|
4.87%
|
After
taxes on distributions and sale of shares
|
0.18%
|
6.46%
|
4.39%
|
Comparative
Indices
(reflects no deduction for expenses or taxes)
|
|
|
|
S&P
500
®
Index
|
1.38%
|
12.57%
|
7.31%
|
All
Equity Composite Index
1
|
(2.04%)
|
8.88%
|
5.86%
|
1
|
The All Equity Composite
Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on a comparable portfolio asset allocation that effective December 1, 2014 is calculated using the following portion allocations: 31.4% S&P 500
®
Index, 17.3% Russell 2000
®
Index, 13.5% Russell
Fundamental U.S. Large Company Index, 7.5% Russell Fundamental U.S. Small Company Index, 13.8% MSCI EAFE Index (Net), 6.0% Russell Fundamental Developed ex-U.S. Large Company Index (Net), 5.0% Russell Fundamental Developed ex-U.S. Small Company
Index (Net), 5.0% Russell Fundamental Emerging Markets Large Company Index (Net), and 0.5% Barclays U.S. Treasury Bills: 1-3 Months Index. From March 1, 2014 to December 1, 2014, the index was comprised of 45% S&P 500 Index , 25% Russell 2000
Index and 30% MSCI EAFE Index (Net). On March 1, 2014, the combination of the S&P 500 Index and Russell 2000 Index replaced the Dow Jones U.S. Total Stock Market Index in the custom index. Prior to March 1, 2014, the index was comprised of 70%
Dow Jones U.S. Total Stock Market Index and 30% MSCI EAFE Index (Net). The components that make up the composite may vary over time.
|
The after-tax figures reflect the highest
individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if you
hold your portfolio shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other returns due to an
assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since February 2012.
Purchase and sale of portfolio shares
The portfolio is open for
business each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has
opened for business, the portfolio reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When
you place orders to purchase, exchange or redeem portfolio shares through an account at Charles Schwab & Co., Inc. (Schwab) or another intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors (as determined by the
portfolio and which generally are limited to institutional investors) may invest directly in the portfolio by placing purchase, exchange and redemption orders through the portfolio's transfer agent. Eligible Investors must contact the transfer agent
by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256, or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the
portfolio is $100. The portfolio may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the portfolio will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the portfolio
through a broker-dealer or other financial intermediary (such as a bank), the portfolio and its related companies may pay the intermediary for the sale of portfolio shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other financial intermediary and your salesperson to recommend the portfolio over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
4
Schwab
MarketTrack All Equity Portfolio
TM
Schwab MarketTrack Growth Portfolio
TM
Ticker
Symbol:
|
Investor
Shares:
|
SWHGX
|
|
|
Investment objective
The portfolio seeks high capital growth with
less volatility than an all-stock portfolio.
Portfolio fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the portfolio.
|
|
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
portfolio operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.13
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.28
|
Acquired
fund fees and expenses (AFFE)
1
|
0.21
|
Total
annual portfolio operating expenses (including AFFE)
2
|
0.62
|
1
|
Acquired fund fees and
expenses (AFFE) are based on estimated amounts for the current fiscal year. AFFE reflects fees and expenses incurred indirectly by the portfolio through its investments in the underlying funds.
|
2
|
The total annual portfolio
operating expenses in the fee table may differ from the expense ratios in the portfolio’s “Financial highlights” because the financial highlights include only the portfolio’s direct operating expenses and do not include AFFE.
|
This example is intended to help you compare
the cost of investing in the portfolio with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the portfolio for the time periods indicated and then redeem all of your shares at the end of those time periods.
The example also assumes that your investment has a 5% return each year and that the portfolio's operating expenses remain the same. The figures are based on total annual portfolio operating expenses (including AFFE). The expenses would be the same
whether you stayed in the portfolio or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
|
1
year
|
3
years
|
5
years
|
10
years
|
Investor
Shares
|
$63
|
$199
|
$346
|
$774
|
The portfolio pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when portfolio shares are held in a taxable
account. These costs, which are not reflected in the annual portfolio operating expenses or in the example, affect the portfolio's performance. During the most recent fiscal year, the portfolio's portfolio turnover rate was 36% of the average value
of its portfolio.
Principal investment
strategies
To pursue its goal, the
portfolio maintains a defined asset allocation.
The portfolio’s target allocation includes stock, bond and cash investments.
The portfolio’s allocation focuses on
stock investments, while including some bonds and cash investments in seeking to reduce the portfolio’s volatility. The portfolio seeks to remain close to the target allocations of 80% equity, 15% fixed income and 5% cash and cash equivalents
(including money market funds) and typically does not change its target allocation.
The equity allocation is
further divided into five segments; 40% of assets for U.S. large-cap, 20% for U.S. small-cap, 13% for developed international large-cap, 3% for developed international small-cap and 3% for emerging markets.
The portfolio invests mainly in other Schwab
Funds
®
, including Schwab index funds, which use a variety of indexing strategies. These underlying Schwab index funds seek to track or replicate the
total returns of various market indices. They typically invest in the securities included in the index they are tracking or replicating, and generally give each security the same weight as the index does. However, for certain underlying Schwab index
funds, it is possible that the investment adviser may determine to utilize instead a “sampling” methodology in seeking to achieve the underlying fund’s objective. Sampling means that the investment adviser uses quantitative
analysis to select securities from an index universe to obtain a representative sample of securities that resembles an index
Schwab MarketTrack Growth Portfolio
TM
5
in terms of key risk factors, performance attributes and other
characteristics. In certain circumstances it may not be possible or practicable for the underlying fund to invest in all of the securities comprising an index or in proportion to their weightings in an index.
The underlying funds may invest in derivatives
and lend their securities to minimize the gap in performance that naturally exists between any index fund and its corresponding index. Each underlying fund focuses on a different market segment.
The portfolio manager monitors the
portfolio’s holdings and cash flow and manages them as needed in order to maintain the portfolio’s target allocation. The manager may permit modest deviations from the target allocation for certain periods of time, in order to reduce
transaction costs.
Principal risks
The portfolio is subject to risks, any of
which could cause an investor to lose money. The portfolio's principal risks include:
Asset Allocation Risk.
The portfolio is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the portfolio’s assets among the various asset classes and market segments will
cause the portfolio to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of interest may exist where the best interests of the affiliated underlying fund may not be aligned with those of the
portfolio or vice versa. However, the
investment adviser
is a fiduciary to the portfolio and is legally obligated to act in the portfolio’s best interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the portfolio will fluctuate, which means that you could lose money.
Underlying Fund Investment Risk.
The value of your investment in the portfolio is based primarily on the prices of the underlying funds that the portfolio purchases. In turn, the price of each underlying fund is based on the value of its securities. The
portfolio is subject to the performance and expenses of the underlying funds in which it invests. Before investing in the portfolio, investors should assess the risks associated with the underlying funds in which the portfolio may invest and the
types of investments made by those underlying funds. These risks include any combination of the risks described below, although the portfolio’s exposure to a particular risk will be proportionate to the portfolio’s overall asset
allocation and underlying fund allocation.
•
Investment Risk.
The portfolio may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Investment Style Risk.
Some underlying funds seek to track the performance of various segments of the stock market, as measured by their respective indices. Each underlying fund follows these
stocks during upturns as well as downturns. Because of their indexing strategy, the underlying funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of an underlying fund’s
expenses, the underlying fund’s performance is normally below that of the index. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the underlying fund is focused in an
industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy.
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, the equity market tends to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Tracking Error Risk.
Each underlying index fund seeks to track the performance of its benchmark index, although it may not be successful in doing so. The divergence between the performance of a
fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
•
Large-Cap Risk.
Many of the risks of the underlying funds are associated with its investment in the large-cap segments of the stock market. Large-cap stocks tend to go in and out of favor based on
market and economic conditions. During a period when large-cap stocks fall behind other types of investments — bonds or mid- or small-cap stocks, for instance — an underlying fund’s performance also will lag those
investments.
•
Small-Cap Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks and their prices may move sharply, especially during market upturns and downturns. Small-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other types of investments — bonds or large-cap stocks, for instance — an
underlying fund’s performance also will lag those investments.
•
Money Market Risk.
The portfolio may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the portfolio sells the shares it owns they may be worth more or less than what the portfolio originally paid for them. In addition,
neither type of money market fund is designed to offer capital appreciation.
6
Schwab
MarketTrack Growth Portfolio
TM
•
Concentration Risk.
To the extent that an underlying fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries,
sector, country or asset class, the underlying fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory
occurrences affecting that market, industry, group of industries, sector, country or asset class.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. To the extent that an
underlying fund invests a significant portion of its assets in any one country, the underlying fund will be subject to a greater risk of loss or volatility than if the underlying fund always maintained wide geographic diversity among the countries
in which it invests.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with an underlying fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments
in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives
for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security.
•
Exchange-Traded Fund (ETF) Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's
shares can result in its value of being more volatile than the underlying portfolio of securities.
•
Credit Risk.
An underlying fund may be subject to the risk that a decline in the credit quality of a portfolio investment could
cause the underlying fund to lose money or
underperform. An underlying fund could lose money if the issuer or guarantor of a portfolio investment fails to make timely principal or interest payments or otherwise honor its obligations.
•
Interest Rate Risk.
An underlying fund’s investments in fixed income securities are subject to the risk that interest rates rise and fall over time. As with any investment whose yield
reflects current interest rates, the underlying fund’s yield will change over time. During periods when interest rates are low, the underlying fund’s yield (and total return) also may be low. Changes in interest rates also may affect the
underlying fund’s share price: a rise in interest rates could cause the fund’s share price to fall. The longer the underlying fund’s duration, the more sensitive to interest rate movements its share price is likely to be. A change
in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates.
•
Liquidity Risk.
An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a
loss.
•
Sampling Index Tracking Risk.
To the extent an underlying fund uses a sampling method, the underlying fund will not fully replicate its comparative index and may hold securities not included in the
index. As a result, the underlying fund will be subject to the risk that the investment adviser’s investment management strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. If the
underlying fund utilizes a sampling approach, it may not track the return of the index as well as it would if the underlying fund purchased all of the securities in the index.
•
Securities Lending Risk.
An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in the
collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
Direct Investment Risk.
The portfolio may invest directly in individual securities, as well as other mutual funds, ETFs and cash equivalents, including money market securities. The portfolio’s direct investment in these securities is
subject to the same or similar risks as an underlying fund’s investment in the same security.
For more information on the risks of investing
in the portfolio please see the “Portfolio details” section in the prospectus.
Schwab MarketTrack Growth Portfolio
TM
7
Performance
The bar chart below shows how
the portfolio's investment results have varied from year to year, and the following table shows how the portfolio's average annual total returns for various periods compared to those of certain broad based indices and a composite index based on the
portfolio's target allocation. This information provides some indication of the risks of investing in the portfolio. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from
past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Annual total returns
(%) as of 12/31
Best quarter:
16.43% Q2 2009
Worst quarter:
(18.19%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
(1.89%)
|
7.53%
|
5.35%
|
After
taxes on distributions
|
(4.92%)
|
6.43%
|
4.49%
|
After
taxes on distributions and sale of shares
|
1.39%
|
5.89%
|
4.24%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
|
S&P
500
®
Index
|
1.38%
|
12.57%
|
7.31%
|
Barclays
U.S. Aggregate Bond Index
|
0.55%
|
3.25%
|
4.51%
|
Growth
Composite Index
1
|
(1.27%)
|
8.08%
|
5.83%
|
1
|
The Growth Composite Index is
a custom blended index developed by Charles Schwab Investment Management, Inc. based on a comparable portfolio asset allocation that effective December 1, 2014 is calculated using the following portion allocations: 28.1% S&P 500
®
Index, 14.0% Russell 2000
®
Index, 12.0% Russell
Fundamental U.S. Large Company Index, 6.0% Russell Fundamental U.S. Small Company Index, 9.3% MSCI EAFE Index (Net), 4.0% Russell Fundamental Developed ex-U.S. Large Company Index (Net), 3.3% Russell Fundamental Developed ex-U.S. Small Company Index
(Net), 3.3% Russell Fundamental Emerging Markets Large Company Index (Net), 15.0% Barclays U.S. Aggregate Bond Index, and 5.0% Barclays U.S. Treasury Bills: 1-3 Months Index. From March 1, 2014 to December 1, 2014 the index was comprised of 40%
S&P 500 Index, 20% Russell 2000 Index, 20% MSCI EAFE Index (Net), 15% Barclays U.S. Aggregate Bond Index, and 5% Barclays U.S. Treasury Bills: 1-3 Months Index. On March 1, 2014, the combination of the S&P 500 Index and Russell 2000 Index
replaced the Dow Jones U.S. Total Stock Market Index in the custom index. Prior to March 1, 2014 the index was comprised of 60% Dow Jones U.S. Total Stock Market Index, 20% MSCI EAFE Index (Net), 15% Barclays U.S. Aggregate Bond Index, and 5%
Barclays U.S. Treasury Bills: 1-3 Months Index. The components that make up the composite may vary over time.
|
The after-tax figures reflect the highest
individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not
relevant if you hold your
portfolio shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other returns due to an assumed
benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since February 2012.
Purchase and sale of portfolio shares
The portfolio is open for
business each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has
opened for business, the portfolio reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When
you place orders to purchase, exchange or redeem portfolio shares through an account at Charles Schwab & Co., Inc. (Schwab) or another intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the portfolio and which generally are limited to institutional investors) may invest directly in the portfolio by placing purchase, exchange and redemption orders through the portfolio's transfer agent. Eligible Investors must
contact the transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256, or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the
portfolio is $100. The portfolio may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the portfolio will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
8
Schwab
MarketTrack Growth Portfolio
TM
Payments to financial intermediaries
If you purchase shares of the portfolio
through a broker-dealer or other financial intermediary (such as a bank), the portfolio and its related companies may pay the intermediary for the sale of portfolio shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other financial intermediary and your salesperson to recommend the portfolio over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab
MarketTrack Growth Portfolio
TM
9
Schwab MarketTrack Balanced Portfolio
TM
Ticker
Symbol:
|
Investor
Shares:
|
SWBGX
|
Investment objective
The portfolio seeks both capital growth and
income.
Portfolio fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the portfolio.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
portfolio operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.13
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.28
|
Acquired
fund fees and expenses (AFFE)
1
|
0.23
|
Total
annual portfolio operating expenses (including AFFE)
2
|
0.64
|
1
|
Acquired fund fees and
expenses (AFFE) are based on estimated amounts for the current fiscal year. AFFE reflects fees and expenses incurred indirectly by the portfolio through its investments in the underlying funds.
|
2
|
The total annual portfolio
operating expenses in the fee table may differ from the expense ratios in the portfolio’s “Financial highlights” because the financial highlights include only the portfolio’s direct operating expenses and do not include AFFE.
|
This example is intended to help you compare
the cost of investing in the portfolio with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the portfolio for the time periods indicated and then redeem all of your shares at the end of those time periods.
The example also assumes that your investment has a 5% return each year and that the portfolio's operating expenses remain the same. The figures are based on total annual portfolio operating expenses (including AFFE). The expenses would be the same
whether you stayed in the portfolio or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$65
|
$205
|
$357
|
$798
|
The portfolio pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when portfolio shares are held in a taxable
account. These costs, which are not reflected in the annual portfolio operating expenses or in the example, affect the portfolio's performance. During the most recent fiscal year, the portfolio's portfolio turnover rate was 36% of the average value
of its portfolio.
Principal investment
strategies
To pursue its goal, the
portfolio maintains a defined asset allocation.
The portfolio’s target allocation includes bond, stock and cash investments.
The portfolio’s allocation is weighted
toward stock investments, while including substantial bond investments in seeking to add income and reduce the portfolio’s volatility. The portfolio seeks to remain close to the target allocations of 60% equity, 35% fixed income and 5% cash
and cash equivalents (including money market funds) and typically does not change its target allocation.
The equity allocation is
further divided into five segments; 30% of assets for U.S. large-cap, 15% for U.S. small-cap, 10% for developed international large-cap, 3% for developed international small-cap and 3% for emerging markets.
The portfolio invests mainly in other Schwab
Funds
®
, including Schwab index funds, which use a variety of indexing strategies. These underlying Schwab index funds seek to track or replicate the
total returns of various market indices. They typically invest in the securities included in the index they are tracking or replicating, and generally give each security the same weight as the index does. However, for certain underlying Schwab index
funds, it is possible that the investment adviser may determine to utilize instead a “sampling” methodology in seeking to achieve the underlying fund’s objective. Sampling means that the investment adviser uses quantitative
analysis to select securities from an index universe to obtain a representative sample of securities that resembles an index
10
Schwab
MarketTrack Balanced Portfolio
TM
in terms of key risk factors, performance attributes and other
characteristics. In certain circumstances it may not be possible or practicable for the underlying fund to invest in all of the securities comprising an index or in proportion to their weightings in an index.
The underlying funds may invest in derivatives
and lend their securities to minimize the gap in performance that naturally exists between any index fund and its corresponding index. Each underlying fund focuses on a different market segment.
The portfolio manager monitors the
portfolio’s holdings and cash flow and manages them as needed in order to maintain the portfolio’s target allocation. The manager may permit modest deviations from the target allocation for certain periods of time, in order to reduce
transaction costs.
Principal risks
The portfolio is subject to risks, any of
which could cause an investor to lose money. The portfolio's principal risks include:
Asset Allocation Risk.
The portfolio is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the portfolio’s assets among the various asset classes and market segments will
cause the portfolio to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of interest may exist where the best interests of the affiliated underlying fund may not be aligned with those of the
portfolio or vice versa. However, the
investment adviser
is a fiduciary to the portfolio and is legally obligated to act in the portfolio’s best interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the portfolio will fluctuate, which means that you could lose money.
Underlying Fund Investment Risk.
The value of your investment in the portfolio is based primarily on the prices of the underlying funds that the portfolio purchases. In turn, the price of each underlying fund is based on the value of its securities.
The portfolio is subject to the performance and expenses of the underlying funds in which it invests. Before investing in the portfolio, investors should assess the risks associated with the underlying funds in which the portfolio may invest and the
types of investments made by those underlying funds. These risks include any combination of the risks described below, although the portfolio’s exposure to a particular risk will be proportionate to the portfolio’s overall asset
allocation and underlying fund allocation.
•
Investment Risk.
The portfolio may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Investment Style Risk.
Some underlying funds seek to track the performance of various segments of the stock market, as measured by their respective indices. Each underlying fund follows these
stocks during upturns as well as downturns. Because of their indexing strategy, the underlying funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of an underlying fund’s
expenses, the underlying fund’s performance is normally below that of the index. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the underlying fund is focused in an
industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy.
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, the equity market tends to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Tracking Error Risk.
Each underlying index fund seeks to track the performance of its benchmark index, although it may not be successful in doing so. The divergence between the performance of a
fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
•
Large-Cap Risk.
Many of the risks of the underlying funds are associated with its investment in the large-cap segments of the stock market. Large-cap stocks tend to go in and out of favor based on
market and economic conditions. During a period when large-cap stocks fall behind other types of investments — bonds or mid- or small-cap stocks, for instance — an underlying fund’s performance also will lag those
investments.
•
Small-Cap Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks, and their prices may move sharply, especially during market upturns and downturns. Small-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other types of investments — bonds or large-cap stocks, for instance — an
underlying fund’s performance also will lag those investments.
•
Money Market Risk.
The portfolio may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the portfolio sells the shares it owns they may be worth more or less than what the portfolio originally paid for them. In addition,
neither type of money market fund is designed to offer capital appreciation.
Schwab MarketTrack Balanced Portfolio
TM
11
•
Concentration Risk.
To the extent that an underlying fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries,
sector, country or asset class, the underlying fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory
occurrences affecting that market, industry, group of industries, sector, country or asset class.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. To the extent that an
underlying fund invests a significant portion of its assets in any one country, the underlying fund will be subject to a greater risk of loss or volatility than if the underlying fund always maintained wide geographic diversity among the countries
in which it invests.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with an underlying fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility and could cause the fund to lose more than the initial amount invested. In addition, investments
in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives
for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security.
•
Exchange-Traded Fund (ETF) Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's
shares can result in its value of being more volatile than the underlying portfolio of securities.
•
Credit Risk.
An underlying fund may be subject to the risk that a decline in the credit quality of a portfolio investment could
cause the underlying fund to lose money or
underperform. An underlying fund could lose money if the issuer or guarantor of a portfolio investment fails to make timely principal or interest payments or otherwise honor its obligations.
•
Interest Rate Risk.
An underlying fund’s investments in fixed income securities are subject to the risk that interest rates rise and fall over time. As with any investment whose yield
reflects current interest rates, the underlying fund’s yield will change over time. During periods when interest rates are low, the underlying fund’s yield (and total return) also may be low. Changes in interest rates also may affect the
underlying fund’s share price: a rise in interest rates could cause the fund’s share price to fall. The longer the underlying fund’s duration, the more sensitive to interest rate movements its share price is likely to be. A change
in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates.
•
Liquidity Risk.
An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a
loss.
•
Sampling Index Tracking Risk.
To the extent an underlying fund uses a sampling method, the underlying fund will not fully replicate its comparative index and may hold securities not included in the
index. As a result, the underlying fund will be subject to the risk that the investment adviser’s investment management strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. If the
underlying fund utilizes a sampling approach, it may not track the return of the index as well as it would if the underlying fund purchased all of the securities in the index.
•
Securities Lending Risk.
An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in the
collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
Direct Investment Risk.
The portfolio may invest directly in individual securities, as well as other mutual funds, ETFs and cash equivalents, including money market securities. The portfolio’s direct investment in these securities is
subject to the same or similar risks as an underlying fund’s investment in the same security.
For more information on the risks of investing
in the portfolio please see the “Portfolio details” section in the prospectus.
12
Schwab
MarketTrack Balanced Portfolio
TM
Performance
The bar chart below shows how
the portfolio's investment results have varied from year to year, and the following table shows how the portfolio's average annual total returns for various periods compared to those of certain broad based indices and a composite index based on the
portfolio's target allocation. This information provides some indication of the risks of investing in the portfolio. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from
past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Annual total returns
(%) as of 12/31
Best quarter:
12.52% Q2 2009
Worst quarter:
(13.61%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
(1.33%)
|
6.38%
|
4.81%
|
After
taxes on distributions
|
(4.39%)
|
5.17%
|
3.78%
|
After
taxes on distributions and sale of shares
|
1.54%
|
4.87%
|
3.66%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
|
S&P
500
®
Index
|
1.38%
|
12.57%
|
7.31%
|
Barclays
U.S. Aggregate Bond Index
|
0.55%
|
3.25%
|
4.51%
|
Balanced
Composite Index
1
|
(0.71%)
|
6.92%
|
5.62%
|
1
|
The Balanced Composite Index
is a custom blended index developed by Charles Schwab Investment Management, Inc. based on a comparable portfolio asset allocation that effective December 1, 2014 is calculated using the following portion allocations: 21.0% S&P 500
®
Index, 10.5% Russell 2000
®
Index, 9.0% Russell
Fundamental U.S. Large Company Index, 4.5% Russell Fundamental U.S. Small Company Index, 7.0% MSCI EAFE Index (Net), 3.0% Russell Fundamental Developed ex-U.S. Large Company Index (Net), 2.5% Russell Fundamental Developed ex-U.S. Small Company Index
(Net), 2.5% Russell Fundamental Emerging Markets Large Company Index (Net), 35.0% Barclays U.S. Aggregate Bond Index, and 5.0% Barclays U.S. Treasury Bills: 1-3 Months Index. From March 1, 2014 to December 1, 2014, the index was comprised of 30%
S&P 500 Index, 15% Russell 2000 Index, 15% MSCI EAFE Index (Net), 35% Barclays U.S. Aggregate Bond Index, and 5% Barclays U.S. Treasury Bills: 1-3 Months Index. On March 1, 2014, the combination of the S&P 500 Index and Russell 2000 Index
replaced the Dow Jones U.S. Total Stock Market Index in the custom index. Prior to March 1, 2014, the index was comprised of 45% Dow Jones U.S. Total Stock Market Index, 15% MSCI EAFE Index (Net), 35% Barclays U.S. Aggregate Bond Index, and 5%
Barclays U.S. Treasury Bills: 1-3 Months Index. The components that make up the composite may vary over time.
|
The after-tax figures reflect the highest
individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not
relevant if you hold your
portfolio shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other returns due to an assumed
benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since February 2012.
Purchase and sale of portfolio shares
The portfolio is open for
business each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has
opened for business, the portfolio reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When
you place orders to purchase, exchange or redeem portfolio shares through an account at Charles Schwab & Co., Inc. (Schwab) or another intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the portfolio and which generally are limited to institutional investors) may invest directly in the portfolio by placing purchase, exchange and redemption orders through the portfolio's transfer agent. Eligible Investors must
contact the transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256, or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the
portfolio is $100. The portfolio may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the portfolio will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Schwab MarketTrack Balanced Portfolio
TM
13
Payments to financial intermediaries
If you purchase shares of the portfolio
through a broker-dealer or other financial intermediary (such as a bank), the portfolio and its related companies may pay the intermediary for the sale of portfolio shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other financial intermediary and your salesperson to recommend the portfolio over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
14
Schwab MarketTrack Balanced Portfolio
TM
Schwab MarketTrack Conservative Portfolio
TM
Ticker
Symbol:
|
Investor
Shares:
|
SWCGX
|
Investment objective
The portfolio seeks income and more growth
potential than an all-bond portfolio.
Portfolio
fees and expenses
This table describes
the fees and expenses you may pay if you buy and hold shares of the portfolio.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
portfolio operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.13
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.29
|
Acquired
fund fees and expenses (AFFE)
1
|
0.24
|
Total
annual portfolio operating expenses (including AFFE)
2
|
0.66
|
1
|
Acquired fund fees and
expenses (AFFE) are based on estimated amounts for the current fiscal year. AFFE reflects fees and expenses incurred indirectly by the portfolio through its investments in the underlying funds.
|
2
|
The total annual portfolio
operating expenses in the fee table may differ from the expense ratios in the portfolio’s “Financial highlights” because the financial highlights include only the portfolio’s direct operating expenses and do not include AFFE.
|
This example is intended to help you compare
the cost of investing in the portfolio with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the portfolio for the time periods indicated and then redeem all of your shares at the end of those time periods.
The example also assumes that your investment has a 5% return each year and that the portfolio's operating expenses remain the same. The figures are based on total annual portfolio operating expenses (including AFFE). The expenses would be the same
whether you stayed in the portfolio or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$67
|
$211
|
$368
|
$822
|
The portfolio pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when portfolio shares are held in a taxable
account. These costs, which are not reflected in the annual portfolio operating expenses or in the example, affect the portfolio's performance. During the most recent fiscal year, the portfolio's portfolio turnover rate was 24% of the average value
of its portfolio.
Principal investment
strategies
To pursue its goal, the
portfolio maintains a defined asset allocation.
The portfolio’s target allocation includes bond, stock and cash investments.
The portfolio’s allocation is weighted
toward bond investments, while including substantial stock investments in seeking to obtain long-term growth. The portfolio seeks to remain close to the target allocations of 55% fixed income, 40% equity and 5% cash and cash equivalents (including
money market funds) and typically does not change its target allocation.
The equity allocation is
further divided into five segments; 20% of assets for U.S. large-cap, 10% for U.S. small-cap, 7% for developed international large-cap, 2% for developed international small-cap and 2% for emerging markets.
The portfolio invests mainly in other Schwab
Funds
®
, including Schwab index funds, which use a variety of indexing strategies. These underlying Schwab index funds seek to track or replicate the
total returns of various market indices. They typically invest in the securities included in the index they are tracking, or replicating, and generally give each security the same weight as the index does. However, for certain underlying Schwab
index funds, it is possible that the investment adviser may determine to utilize instead a “sampling” methodology in seeking to achieve the underlying fund’s objective. Sampling means that the investment adviser uses quantitative
analysis to select securities from an index universe to obtain a representative sample of securities that resembles an index
Schwab MarketTrack Conservative Portfolio
TM
15
in terms of key risk factors, performance attributes and other
characteristics. In certain circumstances it may not be possible or practicable for the underlying fund to invest in all of the securities comprising an index or in proportion to their weightings in an index.
The underlying funds may invest in derivatives
and lend their securities to minimize the gap in performance that naturally exists between any index fund and its corresponding index. Each underlying fund focuses on a different market segment.
The portfolio manager monitors the
portfolio’s holdings and cash flow and manages them as needed in order to maintain the portfolio’s target allocation. The manager may permit modest deviations from the target allocation for certain periods of time, in order to reduce
transaction costs.
Principal risks
The portfolio is subject to risks, any of
which could cause an investor to lose money. The portfolio's principal risks include:
Asset Allocation Risk.
The portfolio is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the portfolio’s assets among the various asset classes and market segments will
cause the portfolio to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of interest may exist where the best interests of the affiliated underlying fund may not be aligned with those of the
portfolio or vice versa. However, the
investment adviser
is a fiduciary to the portfolio and is legally obligated to act in the portfolio’s best interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the portfolio will fluctuate, which means that you could lose money.
Underlying Fund Investment Risk.
The value of your investment in the portfolio is based primarily on the prices of the underlying funds that the portfolio purchases. In turn, the price of each underlying fund is based on the value of its securities. The
portfolio is subject to the performance and expenses of the underlying funds in which it invests. Before investing in the portfolio, investors should assess the risks associated with the underlying funds in which the portfolio may invest and the
types of investments made by those underlying funds. These risks include any combination of the risks described below, although the portfolio’s exposure to a particular risk will be proportionate to the portfolio’s overall asset
allocation and underlying fund allocation.
•
Investment Risk.
The portfolio may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Investment Style Risk.
Some underlying funds seek to track the performance of various segments of the stock market, as measured by their respective indices. Each underlying fund follows these
stocks during upturns as well as downturns. Because of their indexing strategy, the underlying funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of an underlying fund’s
expenses, the underlying fund’s performance is normally below that of the index. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the underlying fund is focused in an
industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy.
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, the equity market tends to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Tracking Error Risk.
Each underlying index fund seeks to track the performance of its benchmark index, although it may not be successful in doing so. The divergence between the performance of a
fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
•
Large-Cap Risk.
Many of the risks of the underlying funds are associated with its investment in the large-cap segments of the stock market. Large-cap stocks tend to go in and out of favor based on
market and economic conditions. During a period when large-cap stocks fall behind other types of investments — bonds or mid- or small-cap stocks, for instance — an underlying fund’s performance also will lag those
investments.
•
Small-Cap Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks and their prices may move sharply, especially during market upturns and downturns. Small-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies. During a period when small-cap stocks fall behind other types of investments — bonds or large-cap stocks, for instance — an
underlying fund’s performance also will lag those investments.
•
Money Market Risk.
The portfolio may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the portfolio sells the shares it owns they may be worth more or less than what the portfolio originally paid for them. In addition,
neither type of money market fund is designed to offer capital appreciation.
16
Schwab
MarketTrack Conservative Portfolio
TM
•
Concentration Risk.
To the extent that an underlying fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries,
sector, country or asset class, the underlying fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory
occurrences affecting that market, industry, group of industries, sector, country or asset class.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. To the extent that an
underlying fund invests a significant portion of its assets in any one country, the underlying fund will be subject to a greater risk of loss or volatility than if the underlying fund always maintained wide geographic diversity among the countries
in which it invests.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with an underlying fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments
in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives
for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security.
•
Exchange-Traded Fund (ETF) Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's
shares can result in its value of being more volatile than the underlying portfolio of securities.
•
Credit Risk.
An underlying fund may be subject to the risk that a decline in the credit quality of a portfolio investment could
cause the underlying fund to lose money or
underperform. An underlying fund could lose money if the issuer or guarantor of a portfolio investment fails to make timely principal or interest payments or otherwise honor its obligations.
•
Interest Rate Risk.
An underlying fund’s investments in fixed income securities are subject to the risk that interest rates rise and fall over time. As with any investment whose yield
reflects current interest rates, the underlying fund’s yield will change over time. During periods when interest rates are low, the underlying fund’s yield (and total return) also may be low. Changes in interest rates also may affect the
underlying fund’s share price: a rise in interest rates could cause the fund’s share price to fall. The longer the underlying fund’s duration, the more sensitive to interest rate movements its share price is likely to be. A change
in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates.
•
Liquidity Risk.
An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a
loss.
•
Sampling Index Tracking Risk.
To the extent an underlying fund uses a sampling method, the underlying fund will not fully replicate its comparative index and may hold securities not included in the
index. As a result, the underlying fund will be subject to the risk that the investment adviser’s investment management strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. If the
underlying fund utilizes a sampling approach, it may not track the return of the index as well as it would if the underlying fund purchased all of the securities in the index.
•
Securities Lending Risk.
An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in the
collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
Direct Investment Risk.
The portfolio may invest directly in individual securities, as well as other mutual funds, ETFs and cash equivalents, including money market securities. The portfolio’s direct investment in these securities is
subject to the same or similar risks as an underlying fund’s investment in the same security.
For more information on the risks of investing
in the portfolio please see the “Portfolio details” section in the prospectus.
Schwab MarketTrack Conservative Portfolio
TM
17
Performance
The bar chart below shows how
the portfolio's investment results have varied from year to year, and the following table shows how the portfolio's average annual total returns for various periods compared to those of certain broad based indices and a composite index based on the
portfolio's target allocation. This information provides some indication of the risks of investing in the portfolio. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from
past performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Annual total returns
(%) as of 12/31
Best quarter:
9.06% Q3 2009
Worst quarter:
(8.97%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
(0.84%)
|
5.10%
|
4.16%
|
After
taxes on distributions
|
(2.77%)
|
4.21%
|
3.22%
|
After
taxes on distributions and sale of shares
|
0.78%
|
3.79%
|
3.04%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
|
S&P
500
®
Index
|
1.38%
|
12.57%
|
7.31%
|
Barclays
U.S. Aggregate Bond Index
|
0.55%
|
3.25%
|
4.51%
|
Conservative
Composite Index
1
|
(0.23%)
|
5.70%
|
5.31%
|
1
|
The Conservative Composite
Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on a comparable portfolio asset allocation that effective December 1, 2014 is calculated using the following portion allocations: 14.0% S&P 500
®
Index, 7.0% Russell 2000
®
Index, 6.0% Russell
Fundamental U.S. Large Company Index, 3.0% Russell Fundamental U.S. Small Company Index, 4.6% MSCI EAFE Index (Net), 2.0% Russell Fundamental Developed ex-U.S. Large Company Index (Net), 1.7% Russell Fundamental Developed ex-U.S. Small Company Index
(Net), 1.7% Russell Fundamental Emerging Markets Large Company Index (Net), 55.0% Barclays U.S. Aggregate Bond Index, and 5.0% Barclays U.S. Treasury Bills: 1-3 Months Index. From March 1, 2014 to December 1, 2014, the index was comprised of 20%
S&P 500 Index, 10% Russell 2000 Index, 10% MSCI EAFE Index (Net), 55% Barclays U.S. Aggregate Bond Index, and 5% Barclays U.S. Treasury Bills: 1-3 Months Index. On March 1, 2014, the combination of the S&P 500 Index and Russell 2000 Index
replaced the Dow Jones U.S. Total Stock Market Index in the custom index. Prior to March 1, 2014, the index was comprised of 30% Dow Jones U.S. Total Stock Market Index, 10% MSCI EAFE Index (Net), 55% Barclays U.S. Aggregate Bond Index, and 5%
Barclays U.S. The components that make up the composite may vary over time.
|
The after-tax figures reflect the highest
individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not
relevant if you hold your
portfolio shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other returns due to an assumed
benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since February 2012.
Purchase and sale of portfolio shares
The portfolio is open for
business each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has
opened for business, the portfolio reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When
you place orders to purchase, exchange or redeem portfolio shares through an account at Charles Schwab & Co., Inc. (Schwab) or another intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the portfolio and which generally are limited to institutional investors) may invest directly in the portfolio by placing purchase, exchange and redemption orders through the portfolio's transfer agent. Eligible Investors must
contact the transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256, or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the
portfolio is $100. The portfolio may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the portfolio will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
18
Schwab
MarketTrack Conservative Portfolio
TM
Payments to financial intermediaries
If you purchase shares of the portfolio
through a broker-dealer or other financial intermediary (such as a bank), the portfolio and its related companies may pay the intermediary for the sale of portfolio shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other financial intermediary and your salesperson to recommend the portfolio over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab MarketTrack Conservative Portfolio
TM
19
There can be no assurance that
the portfolios will achieve their objectives. Except as explicitly described otherwise, the strategies and policies of each portfolio may be changed without shareholder approval.
The principal investment strategies and the
main risks associated with investing in each portfolio are summarized in the portfolio summaries at the front of this prospectus. This section takes a more detailed look at some of the types of securities, the associated risks, and the various
investment strategies that may be used in day-to-day portfolio management of the portfolios, as described below. The portfolios seek to achieve their investment objectives by primarily investing in other Schwab and/or Laudus Funds and to a lesser
degree in unaffiliated third party mutual funds (the underlying funds). These underlying funds may include equity, fixed income and money market funds and will be used by the portfolios to meet their asset allocations and investment styles. Because
the portfolios primarily invest in other funds rather than in individual stocks and bonds, each portfolio is considered a “fund of funds.” A fund of funds bears its own direct expenses in addition to bearing a proportionate share of the
expenses charged by the underlying funds in which it invests.
Investment objectives, strategies and risks
Investment objectives
The Schwab MarketTrack All Equity Portfolio
seeks high capital growth through an all-stock portfolio.
The Schwab MarketTrack Growth Portfolio
seeks high capital growth with less volatility than an all-stock portfolio.
The Schwab MarketTrack Balanced Portfolio
seeks both capital growth and income.
The Schwab MarketTrack Conservative Portfolio
seeks income and more growth potential than an all-bond portfolio.
Investment strategies
Asset allocation
Below are the underlying funds
for each portfolio and their respective investment objectives, listed according to their corresponding category in each portfolio’s asset allocation. Additional information about the underlying funds is provided in each underlying fund’s
prospectus.
|
|
MarketTrack
Portfolios
|
|
Allocation
and Underlying Fund
|
All
Equity
Portfolio
|
Growth
Portfolio
|
Balanced
Portfolio
|
Conservative
Portfolio
|
U.S.
Large-cap
|
✓
|
✓
|
✓
|
✓
|
Schwab
S&P 500 Index Fund
. Seeks to track the total return of the S&P 500
®
Index.
|
Schwab
Fundamental US Large Company Index Fund
. Seeks investment results that correspond generally (before fees and expenses) to the total return of the Russell Fundamental U.S. Large Company Index.
|
U.S.
Small-cap
|
✓
|
✓
|
✓
|
✓
|
Schwab
Small-Cap Index Fund
. Seeks to track the performance of a benchmark index that measures the total return of small capitalization U.S. stocks.
|
Schwab
Fundamental US Small Company Index Fund
. Seeks investment results that correspond generally (before fees and expenses) to the total return of the Russell Fundamental U.S. Small Company Index.
|
International
Large-cap
|
✓
|
✓
|
✓
|
✓
|
Schwab
International Index Fund
. Seeks to track the performance of
a
benchmark index that measures the total return of large, publicly traded
non-U.S.
companies from countries with developed equity markets outside of the United States.
|
Schwab
Fundamental International Large Company Index Fund
. Seeks investment results that correspond generally (before fees and expenses) to the total return of the Russell Fundamental Developed ex-U.S. Large Company
Index.
|
International
Small-cap
|
✓
|
✓
|
✓
|
✓
|
Schwab
Fundamental International Small Company Index Fund
. Seeks investment results that correspond generally (before fees and expenses) to the total return of the Russell Fundamental Developed ex-U.S. Small Company
Index.
|
Emerging
Markets
|
✓
|
✓
|
✓
|
✓
|
|
|
MarketTrack
Portfolios
|
|
Allocation
and Underlying Fund
|
All
Equity
Portfolio
|
Growth
Portfolio
|
Balanced
Portfolio
|
Conservative
Portfolio
|
Schwab
Fundamental Emerging Markets Large Company Index Fund
. Seeks investment results that correspond generally (before fees and expenses) to the total return of the Russell Fundamental Emerging Markets Large Company
Index.
|
Bond
|
|
✓
|
✓
|
✓
|
Schwab
Total Bond Market Fund
. Seeks high current income by tracking the performance of the Barclays U.S. Aggregate Bond Index.
|
The underlying funds may invest in derivatives
and lend their securities to minimize the gap in performance that naturally exists between any index fund and its corresponding index. In addition, each portfolio may purchase individual securities to maintain its allocations.
The following table shows each
portfolio’s approximate asset allocation to each underlying fund and asset class. The adviser may exclude one or more underlying funds from a portfolio’s asset allocation strategy at any given time. The adviser reserves the right to
substitute other underlying funds and add additional underlying funds from time to time should circumstances warrant a change.
The allocations may not add to 100% due to
rounding.
|
|
|
|
MarketTrack
All Equity
Portfolio
|
MarketTrack
Growth
Portfolio
|
MarketTrack
Balanced
Portfolio
|
MarketTrack
Conservative
Portfolio
|
Equity
Funds
|
|
|
|
|
|
|
|
U.S.
Large Cap
|
|
|
|
|
|
|
|
Schwab
S&P 500 Index Fund
|
|
|
|
31.5%
|
28.0%
|
21.0%
|
14.0%
|
Schwab Fundamental U.S. Large Company Index Fund
|
|
|
|
13.5%
|
12.0%
|
9.0%
|
6.0%
|
TOTAL
U.S. LARGE CAP
|
|
|
|
45.0%
|
40.0%
|
30.0%
|
20.0%
|
U.S.
Small Cap
|
|
|
|
|
|
|
|
Schwab
Small-Cap Index Fund
|
|
|
|
17.5%
|
14.0%
|
10.5%
|
7.0%
|
Schwab Fundamental U.S. Small Company Index Fund
|
|
|
|
7.5%
|
6.0%
|
4.5%
|
3.0%
|
TOTAL
U.S. SMALL CAP
|
|
|
|
25.0%
|
20.0%
|
15.0%
|
10.0%
|
International
Developed Large Cap
|
|
|
|
|
|
|
|
Schwab
International Index Fund
|
|
|
|
14.0%
|
9.3%
|
7.0%
|
4.7%
|
Schwab Fundamental International Large Company Index Fund
|
|
|
|
6.0%
|
4.0%
|
3.0%
|
2.0%
|
TOTAL
INTERNATIONAL LARGE CAP
|
|
|
|
20.0%
|
13.3%
|
10.0%
|
6.7%
|
International
Developed Small Cap
|
|
|
|
|
|
|
|
Schwab Fundamental International Small Company Index Fund
|
|
|
|
5.0%
|
3.3%
|
2.5%
|
1.7%
|
TOTAL
INTERNATIONAL SMALL CAP
|
|
|
|
5.0%
|
3.3%
|
2.5%
|
1.7%
|
Emerging
Markets
|
|
|
|
|
|
|
|
Schwab Fundamental Emerging Markets Large Company Index Fund
|
|
|
|
5.0%
|
3.3%
|
2.5%
|
1.7%
|
TOTAL
EMERGING MARKETS
|
|
|
|
5.0%
|
3.3%
|
2.5%
|
1.7%
|
Fixed
Income Funds
|
|
|
|
|
|
|
|
Schwab Total Bond Market Fund
|
|
|
|
0.0%
|
15.0%
|
35.0%
|
55.0%
|
TOTAL
FIXED INCOME
|
|
|
|
0.0%
|
15.0%
|
35.0%
|
55.0%
|
Cash
and Cash Equivalent (including money market funds
)
|
|
|
|
|
|
|
|
Schwab Variable Share Price Money Fund (Ultra
Shares)
|
|
|
|
0.0%
|
5.0%
|
5.0%
|
5.0%
|
TOTAL
CASH AND CASH EQUIVALENTS
|
|
|
|
0.0%
|
5.0%
|
5.0%
|
5.0%
|
More information about principal investment
risks
Each portfolio is subject
to risks, any of which could cause an investor to lose money. Principal risks of the portfolios include:
Asset Allocation Risk.
Each portfolio is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the portfolio’s assets among the various asset classes and market segments
will cause the portfolio to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of interest may exist.
For example, the investment adviser’s decisions to cause the fund to purchase or redeem shares of an affiliated underlying fund
could be influenced by its belief that an affiliated underlying fund may benefit from additional assets or that it is in the best interests of the affiliated underlying fund to limit purchases of shares of the underlying fund. In such cases, the
best interests of the affiliated underlying fund may not be aligned with those of the
portfolio or vice versa. However, the investment adviser
is a fiduciary to the
portfolio and is legally obligated to act in the portfolio’s best interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in a portfolio will fluctuate, which means that you could lose money.
Direct Investment Risk.
Each portfolio may invest directly in individual securities as well as other mutual funds or ETFs and cash equivalents, including money market securities, to maintain its allocations. A portfolio’s direct
investment in these securities is subject to the same or similar risks as an underlying fund’s investment in the same security.
Underlying Fund Investment Risk.
The value of your investment in a portfolio is based primarily on the prices of the underlying funds that a portfolio purchases. In turn, the price of each underlying fund is based on the value of its securities. The
portfolio is subject to the performance and expenses of the underlying funds in which it invests. Before investing in a portfolio, investors should assess the risks associated with the underlying funds in which the portfolio may invest and the types
of investments made by those underlying funds. These risks include any combination of the risks described below, although a portfolio’s exposure to a particular risk will be proportionate to the portfolio’s overall asset allocation and
underlying fund allocation.
•
Investment Risk.
A portfolio may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Investment Style Risk.
Some underlying funds seek to track the performance of various segments of the stock market, as measured by their respective indices. Each underlying fund follows these
stocks during upturns as well as downturns. Because of their indexing strategy, the underlying funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of an underlying fund’s
expenses, the underlying fund’s performance is normally below that of the index. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the underlying fund is focused in an
industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy.
•
Equity Risk.
The prices of equity securities in which the underlying funds invest rise and fall daily. These price movements may result from factors affecting individual companies, industries or
the securities market as a whole. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In
addition, the equity market tends to move in cycles which may cause stock prices to fall over short or extended periods of time. Due to their fixed income features, preferred stocks provide higher income potential than issuers’ common stocks,
but typically are more sensitive to interest rate changes than the underlying common stock. The rights of common stockholders are generally subordinate to the rights associated with an issuer’s preferred stocks and the rights of preferred
stockholders are generally subordinate to the rights associated with an issuer’s debt securities on the distribution of an issuer’s assets in the event of a liquidation.
•
Tracking Error Risk.
Each underlying index fund seeks to track the performance of its benchmark indices, although it may not be successful in doing so. The divergence between the performance of a
fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, an underlying fund may not invest in certain securities in its benchmark
index, or match the securities’ weighting to the benchmark, due to regulatory, operational, custodial or liquidity constraints, which may result in tracking error. An underlying fund may attempt to offset the effects of not being invested in
certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of an underlying fund, operating expenses and trading costs all affect the ability of the fund to match the
performance of its benchmark index, because the benchmark index does not have to manage cash flows and does not incur any costs.
•
Concentration Risk.
To the extent that an underlying fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries,
sector, country or asset class, the underlying fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory
occurrences affecting that market, industry, group of industries, sector, country or asset class.
•
Large-Cap Risk.
Many of the risks of the underlying funds are associated with their investments in the large-cap segments of the stock market. Large-cap stocks tend to go in and out of favor based
on market and economic conditions. During a period when large-cap stocks fall behind other types of investments — bonds or mid- or small-cap stocks, for instance — an underlying fund’s performance also will lag those
investments.
•
Small-Cap Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks. Accordingly, underlying funds that invest in small-cap securities may be more volatile than
underlying funds that invest in large- and mid-cap securities. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements and may move sharply, especially during market upturns and
downturns. Small-cap companies themselves may be more vulnerable to adverse business or economic events than larger, more established companies. In addition, smaller companies may have limited financial resources, product lines and markets, and
their securities may trade less frequently and in more limited volumes than the securities of larger companies. Further, smaller companies may have less publicly available information and, when available, it may be inaccurate or incomplete. During a
period when small-cap stocks fall behind other types of investments — bonds or large-cap stocks, for instance — an underlying fund’s performance also will lag those investments.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions, or changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges);
the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. In certain countries,
legal remedies available to investors may be more limited than those available with respect to investments in the United States. The securities of some foreign companies may be less liquid and, at times, more volatile than securities of comparable
U.S. companies. An underlying fund with foreign investments may also experience more rapid or extreme changes in value as compared to a fund that invests solely in securities of U.S. companies because the securities markets of many foreign countries
are relatively small, with a limited number of companies representing a small number of industries. In addition, an underlying fund's investments in foreign securities may be subject to economic sanctions or other government restrictions. These
restrictions may negatively impact the value or liquidity of an underlying fund's investments, and could impair an underlying fund's ability to meet its investment objective or invest in accordance with its investment strategy. There also is the
risk that the cost of buying, selling, and holding foreign securities, including brokerage, tax, and custody costs, may be higher than those involved in domestic transactions. During any period when foreign securities underperform other types of
investments — U.S. securities, for instance — the performance of an underlying fund that focuses its investments in foreign securities will lag these investments.
•
Depositary Receipt Risk
.
Foreign securities also include ADRs, which are U.S. dollar-denominated receipts representing shares of foreign-based corporations.
ADRs are issued by U.S. banks or trust companies, and entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares. Foreign securities also include GDRs, which are similar to ADRs, but are shares of
foreign-based corporations generally issued by international banks in one or more markets around the world. In addition, foreign securities include EDRs, similar to GDRs, are shares of foreign-based corporations generally issued by European banks
that trade on exchanges outside of the bank’s home country. Investment in ADRs, GDRs and EDRs may be less liquid than the underlying shares in their primary trading market and GDRs, many of which are issued by companies in emerging markets,
may be more volatile.
•
Emerging Markets Risk
.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than
more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. It is sometimes difficult to obtain and enforce court judgments in
such countries, and there is often a greater potential for nationalization, expropriation, confiscatory taxation, government regulation, social instability or diplomatic developments (including war), which could adversely affect the economies of
emerging market countries or investments in the securities of issuers located in such countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As
a result, there will tend to be an increased risk of price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it
may be difficult to value such investments.
•
Currency Risk.
As a result of certain underlying funds’ investments in securities denominated in, and/or receiving revenues in, foreign currencies, these underlying funds will be subject to
currency risk. This is the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar
value of an underlying fund’s investment would be adversely affected. Currency exchange rates may fluctuate in response to factors extrinsic to that country’s economy, which makes the forecasting of currency market movements difficult.
Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by United States or foreign governments, central banks or
supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to an underlying fund if it is unable to deliver or
receive currency or monies in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transactions costs.
•
Derivatives Risk.
An underlying fund may use derivatives to enhance returns or hedge against market declines. Examples of derivatives are options, futures, options on futures and swaps. An option
is the right to buy or sell an instrument at a specific price before a specific date. A future is an agreement to buy or sell a financial instrument at a specific price on a specific day. A swap is an agreement whereby two parties agree to exchange
payment streams calculated in relation to a rate, index, instrument or certain securities and a predetermined amount. A credit default swap is an agreement in which the seller agrees to make a payment to the buyer in the event of a specified credit
event in exchange for a fixed payment or series of fixed payments.
An
underlying fund’s use of derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as credit risk,
leverage risk, liquidity risk and market risk are discussed elsewhere in this section. An underlying fund’s use of derivatives is also subject to lack of availability risk, valuation risk, correlation risk and tax risk. Lack of availability
risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk
that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause an underlying fund to realize higher amounts of short-term capital gain. An
underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase its volatility, and could cause an underlying fund to lose more than the initial amount invested. The use of derivatives that are subject to
regulation by the Commodity Futures Trading Commission (CFTC) by an underlying fund could cause a fund to become a commodity pool, which would require the fund to comply with certain CFTC rules.
•
Exchange-Traded Fund (ETF) Risk.
When an underlying fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the
ETF’s expenses. Therefore, it may be more costly to own an ETF than to own the underlying securities directly. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is
designed to track, lack of liquidity in the market for an ETF's shares can result in its value being more volatile than the underlying portfolio securities.
•
Liquidity Risk.
Liquidity risk exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may
become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In addition, dealer inventories of certain securities – an indication of the
ability of dealers to engage in “market making” – are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity. In such cases, an underlying fund, due to limitations on investments
in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or
sector. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large shareholder redemptions may
impact the ability of an underlying fund to meet redemption requests within the required time period. In order to meet such redemption requests, the underlying fund may be forced to sell securities at inopportune times or prices.
•
Sampling Index Tracking Risk.
If an underlying fund uses a sampling method, the underlying fund will not fully replicate its comparative index and may hold securities not included in the index. As
a result, the underlying fund is subject to the risk that the investment adviser’s investment management strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. If the underlying fund
utilizes a sampling approach, it may not track the return of the index as well as it would if the underlying fund purchased all of the securities in the index.
•
Securities Lending Risk.
An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the
loan is fully collateralized. When an underlying fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the underlying fund will also receive a fee or interest on the
collateral. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. An underlying fund will also bear the risk of any
decline in value of securities acquired with cash collateral. An underlying fund may pay lending fees to a party arranging the loan.
•
Credit Risk.
Certain of the underlying funds are subject to the risk that a decline in the credit quality of a portfolio investment could cause the fund’s share price to fall. The underlying
fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. The negative perceptions of an
issuer’s ability to make such payments could also cause the price of that investment to decline. The credit quality of an underlying fund’s portfolio holdings can change rapidly in certain market environments and any default on the part
of a single portfolio investment could cause the underlying fund’s share price or yield to fall.
•
Leverage Risk.
Certain underlying fund transactions, such as derivatives, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose
the underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the underlying fund’s portfolio securities. The use of leverage may cause the underlying fund to liquidate portfolio
positions when it would not be advantageous to do so in order to satisfy its obligations.
•
Mortgage-Backed and Mortgage Pass-Through Securities Risk.
Certain of the mortgage-backed securities in which an underlying fund may invest are not
backed by the full faith and credit of the U.S. government and there can be no assurance that the U.S. government would provide financial support to its agencies or instrumentalities where it was not obligated to do so. Mortgage-backed securities
tend to increase in value less than other debt securities when interest rates decline, but are subject to similar risk of decline in market value during periods of rising interest rates. Because of prepayment and extension risk, mortgage-backed
securities react differently to changes in interest rates than other bonds. Small movements in interest rates-both increases and decreases-may quickly and significantly affect the value of certain mortgage-backed securities. Transactions in mortgage
pass-through securities often occur through To be Announced (TBA) transactions. Default by or bankruptcy of a counterparty to a TBA transaction could expose an underlying fund to possible losses because of an adverse market action, expenses, or
delays in connection with the purchase or sale of the pools of mortgage pass-through securities specified in the TBA transaction.
•
Mortgage Dollar Rolls Risk.
Mortgage dollar rolls are transactions in which an underlying fund sells mortgage-backed securities to a dealer and simultaneously agrees to repurchase similar
securities in the future at a predetermined price. The underlying fund’s mortgage dollar rolls could lose money if the price of the mortgage-backed securities sold falls below the agreed upon repurchase price, or if the counterparty is unable
to honor the agreement.
•
Interest Rate Risk.
An underlying fund’s investments in fixed income securities are subject to the risk that interest rates rise and fall over time. As with any investment whose yield
reflects current interest rates, an underlying fund’s yield will change over time. During periods when interest rates are low, an underlying fund’s yield (and total return) also may be low. Changes in interest rates also may affect an
underlying fund’s share price: a sharp rise in interest rates could cause the fund’s share price to fall. This risk is greater when the underlying fund holds bonds with longer maturities. An underlying fund may also lose money if
interest rates rise sharply. The longer an underlying fund’s portfolio duration, the more sensitive to interest rate movements its share price is likely to be. A change in a central bank’s monetary policy or improving economic
conditions, among other things, may result in an increase in interest rates. Rising interest rates may decrease liquidity in the fixed income securities markets, making it more difficult for an underlying fund to sell its fixed income securities
holdings at a time when the investment adviser might wish to sell such securities. In addition, decreased market liquidity also may make it more difficult to value some or all of an underlying fund’s fixed income securities holdings. To the
extent that the investment adviser of an underlying fund anticipates interest rate trends imprecisely, the underlying fund could miss yield opportunities or its share price could fall. Inflation-protected securities may react differently to interest
rate changes than other types of debt securities and, as discussed below, tend to react to changes in “real” interest rates.
•
Prepayment and Extension Risk.
An underlying fund’s investments are subject to the risk that the securities may be paid off earlier or later than expected. Either situation could cause the
fund to hold securities paying lower-than-market rates of interest, which could hurt the underlying fund’s yield or share price. In addition, rising interest rates tend to extend the duration of certain fixed income securities, making them
more sensitive to changes in interest rates. As a result, in a period of rising interest rates, an underlying fund may exhibit additional volatility. This is known as extension risk. When interest rates decline, borrowers may pay off their fixed
income securities sooner than expected. This can reduce the returns of an underlying fund because the underlying fund will have to reinvest that money at the lower prevailing interest rates. This is known as prepayment risk.
•
Money Market Fund Risk.
In addition to the risks discussed under “Investment Risk” above, an investment by the fund in an underlying money market fund has additional risks. The fund may
invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market
funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing such a money market fund. Because the share price of an underlying variable share
price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. In
exchange for their emphasis on stability and liquidity, money market investments may offer lower long-term performance than stock or bond investments.
•
Geographic Risk.
To the extent an underlying fund’s investments in a single country or a limited number of countries represent a higher percentage of the underlying fund’s assets, the
underlying fund assumes the risk that economic, political and social conditions in those countries will have a significant impact on its investment performance and it may be subject to increased price volatility.
Portfolio holdings
The portfolios may make various
types of portfolio securities information available to shareholders. The portfolios post a detailed list of the securities held by each portfolio at www.csimfunds.com/SchwabFunds_Prospectus (under “Portfolio Holdings”) as of the most
recent calendar quarter-end. This list is generally updated approximately 15-20 days after the end of the calendar quarter remaining posted until at least the following calendar quarter. The portfolios also post in the portfolio summary section of
the website and on portfolio fact sheets certain summary portfolio attributes, including top ten holdings, approximately 5-25 days after the end of the calendar quarter. The portfolios may exclude any portion of these portfolio holdings from
publication when deemed in the best interest of a portfolio. Further information regarding the portfolios’ policy and procedures on the disclosure of portfolio holdings is available in the Statement of Additional Information (SAI).
This section provides further
details about the financial history for each portfolio, for its period of operations. Certain information reflects financial results for a single portfolio share. “Total return” show the percentage that an investor in a portfolio would
have earned or lost during a given period, assuming all distributions were reinvested. The portfolios' independent registered public accounting firm, PricewaterhouseCoopers LLP, audited these figures. Their full report is included in a portfolios'
annual report (see back cover).
Schwab MarketTrack
All Equity Portfolio
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$17.17
|
$15.99
|
$
12.79
|
$11.52
|
$11.30
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.29
1
|
0.21
|
0.27
|
0.25
|
0.16
|
|
Net
realized and unrealized gains (losses)
|
(0.23)
|
1.24
|
3.27
|
1.02
|
0.27
|
|
Total
from investment operations
|
0.06
|
1.45
|
3.54
|
1.27
|
0.43
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.23)
|
(0.27)
|
(0.34)
|
—
|
(0.21)
|
|
Net
asset value at end of period
|
$17.00
|
$
17.17
|
$15.99
|
$
12.79
|
$
11.52
|
|
Total
return
|
0.36%
|
9.12%
|
28.37%
|
11.02%
|
3.76%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
2
|
0.42%
3
|
0.50%
|
0.50%
|
0.50%
|
0.50%
|
|
Gross
operating expenses
2
|
0.43%
3
|
0.51%
|
0.52%
|
0.54%
|
0.53%
|
|
Net
investment income (loss)
|
1.67%
|
1.24%
|
1.84%
|
1.93%
|
1.37%
|
|
Portfolio
turnover rate
|
42%
4
|
9%
|
6%
|
6%
|
12%
|
|
Net
assets, end of period (x 1,000,000)
|
$
578
|
$
621
|
$
586
|
$
475
|
$
476
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
3
Effective December 1,
2014, the management fee was reduced. The ratio presented for the period ended 10/31/15 is a blended ratio.
4
The portfolio turnover
ratio increased due to the addition of Schwab Fundamental Index Funds to the portfolio during the period.
Schwab MarketTrack Growth Portfolio
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
23.20
|
$
21.67
|
$18.08
|
$
16.85
|
$16.35
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.34
1
|
0.27
|
0.34
|
0.30
|
0.24
|
|
Net
realized and unrealized gains (losses)
|
(0.12)
|
1.57
|
3.60
|
1.35
|
0.51
|
|
Total
from investment operations
|
0.22
|
1.84
|
3.94
|
1.65
|
0.75
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.35)
|
(0.31)
|
(0.35)
|
(0.42)
|
(0.25)
|
|
Distributions
from net realized gains
|
(0.39)
|
—
|
—
|
—
|
—
|
|
Total
distributions
|
(0.74)
|
(0.31)
|
(0.35)
|
(0.42)
|
(0.25)
|
|
Net
asset value at end of period
|
$22.68
|
$23.20
|
$
21.67
|
$18.08
|
$16.85
|
|
Total
return
|
0.95%
|
8.55%
|
22.14%
|
10.03%
|
4.55%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
2
|
0.42%
3
|
0.50%
|
0.50%
|
0.50%
|
0.50%
|
|
Gross
operating expenses
2
|
0.42%
3
|
0.51%
|
0.52%
|
0.53%
|
0.52%
|
|
Net
investment income (loss)
|
1.50%
|
1.20%
|
1.71%
|
1.78%
|
1.39%
|
|
Portfolio
turnover rate
|
36%
4
|
7%
|
9%
|
9%
|
17%
|
|
Net
assets, end of period (x 1,000,000)
|
$
716
|
$
734
|
$
680
|
$
566
|
$
562
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
3
Effective December 1,
2014, the management fee was reduced. The ratio presented for the period ended 10/31/15 is a blended ratio.
4
The portfolio turnover
ratio increased due to the addition of Schwab Fundamental Index Funds to the portfolio during the period.
Schwab MarketTrack Balanced Portfolio
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$19.50
|
$18.55
|
$16.33
|
$15.41
|
$14.96
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.29
1
|
0.26
|
0.31
|
0.29
|
0.25
|
|
Net
realized and unrealized gains (losses)
|
(0.08)
|
1.08
|
2.23
|
1.01
|
0.46
|
|
Total
from investment operations
|
0.21
|
1.34
|
2.54
|
1.30
|
0.71
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.30)
|
(0.27)
|
(0.32)
|
(0.38)
|
(0.26)
|
|
Distributions
from net realized gains
|
(0.34)
|
(0.12)
|
—
|
—
|
—
|
|
Total
distributions
|
(0.64)
|
(0.39)
|
(0.32)
|
(0.38)
|
(0.26)
|
|
Net
asset value at end of period
|
$
19.07
|
$19.50
|
$18.55
|
$16.33
|
$
15.41
|
|
Total
return
|
1.10%
|
7.28%
|
15.82%
|
8.61%
|
4.80%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
2
|
0.42%
3
|
0.50%
|
0.50%
|
0.50%
|
0.50%
|
|
Gross
operating expenses
2
|
0.42%
3
|
0.51%
|
0.52%
|
0.53%
|
0.52%
|
|
Net
investment income (loss)
|
1.51%
|
1.30%
|
1.75%
|
1.86%
|
1.64%
|
|
Portfolio
turnover rate
|
36%
4
|
16%
|
12%
|
12%
|
25%
|
|
Net
assets, end of period (x 1,000,000)
|
$
512
|
$
522
|
$
481
|
$
425
|
$
432
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
3
Effective December 1,
2014, the management fee was reduced. The ratio presented for the period ended 10/31/15 is a blended ratio.
4
The portfolio turnover
ratio increased due to the addition of Schwab Fundamental Index Funds to the portfolio during the period.
Schwab MarketTrack Conservative
Portfolio
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$16.00
|
$15.34
|
$14.23
|
$13.59
|
$13.22
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.25
1
|
0.23
|
0.26
|
0.26
|
0.25
|
|
Net
realized and unrealized gains (losses)
|
(0.05)
|
0.67
|
1.10
|
0.69
|
0.37
|
|
Total
from investment operations
|
0.20
|
0.90
|
1.36
|
0.95
|
0.62
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.26)
|
(0.24)
|
(0.25)
|
(0.31)
|
(0.25)
|
|
Net
asset value at end of period
|
$15.94
|
$16.00
|
$15.34
|
$14.23
|
$13.59
|
|
Total
return
|
1.23%
|
5.95%
|
9.71%
|
7.07%
|
4.72%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
2
|
0.43%
3
|
0.50%
|
0.50%
|
0.50%
|
0.50%
|
|
Gross
operating expenses
2
|
0.44%
3
|
0.54%
|
0.55%
|
0.55%
|
0.55%
|
|
Net
investment income (loss)
|
1.54%
|
1.43%
|
1.78%
|
1.96%
|
1.84%
|
|
Portfolio
turnover rate
|
24%
4
|
9%
|
15%
|
19%
|
30%
|
|
Net
assets, end of period (x 1,000,000)
|
$
228
|
$
223
|
$
203
|
$
189
|
$
198
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
3
Effective December 1,
2014, the management fee was reduced. The ratio presented for the period ended 10/31/15 is a blended ratio.
4
The portfolio turnover
ratio increased due to the addition of Schwab Fundamental Index Funds to the portfolio during the period.
The investment adviser for the
portfolios is Charles Schwab Investment Management, Inc., (CSIM or the investment adviser), 211 Main Street, San Francisco, CA 94105. CSIM was founded in 1989 and, as of January 31, 2016, managed approximately $277 billion in assets.
As the investment adviser, the firm oversees
the asset management and administration of the portfolios. As compensation for these services, the firm receives a management fee from each portfolio. For the 12 months ended October 31, 2015, these fees were 0.14% for the All Equity Portfolio,
0.14% for the Growth Portfolio, 0.14% for the Balanced Portfolio and 0.14% for the Conservative Portfolio. These figures, which are expressed as a percentage of each portfolio’s average daily net assets, represent the actual amounts paid,
including the effects of reductions.
Effective December 1, 2014, CSIM lowered the
contractual management fee it receives from each portfolio from 0.23% to 0.13%.
The investment adviser and its affiliates have
agreed to limit the total annual portfolio operating expenses (excluding interest, taxes and certain non-routine expenses) of the portfolio to 0.50% for so long as the investment adviser serves as the adviser to the portfolio. This agreement may
only be amended or terminated with the approval of the portfolio’s Board of Trustees. This agreement is limited to the portfolio’s direct operating expenses and does not apply to AFFE.
A discussion regarding the
basis for the Board of Trustees’ approval of each portfolio's investment advisory agreement is available in each portfolio's 2015 annual report, which covers the period from November 1, 2014 through October 31, 2015.
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, leads the portfolio management team and has overall responsibility for all aspects of the management of the funds. She was appointed portfolio manager of the
funds in February 2012. Prior to joining CSIM in 2012, Ms. Tang was a product manager at Thomson Reuters and, from 1997 to 2009, worked as a portfolio manager at Barclays Global Investors, which was subsequently acquired by BlackRock.
Additional information about the
portfolio manager's compensation, other accounts managed by the portfolio manager and the portfolio manager's ownership of securities in each portfolio is available in the SAI.
Investing in the portfolios
In this section, you will find information on
buying, selling and exchanging shares. You may invest in a portfolio through an intermediary by placing orders through your brokerage account at Schwab or an account with another broker/dealer, investment adviser, 401(k) plan, employee benefit plan,
administrator, bank, or other financial intermediary (intermediary) that is authorized to accept orders on behalf of the portfolio (intermediary orders). Eligible Investors (as defined herein) may invest directly in a portfolio by placing orders
through the portfolio's transfer agent (direct orders). You also will see how to choose a distribution option for your investment. Helpful information on taxes is included as well.
Investing through a financial intermediary
Placing orders through your intermediary
When you place orders through Schwab or other
intermediary, you are not placing your orders directly with a portfolio, and you must follow Schwab’s or the other intermediary’s transaction procedures. Your intermediary may impose different or additional conditions than the portfolios
on purchases, redemptions and exchanges of portfolio shares. These differences may include initial, subsequent and maintenance investment requirements, exchange policies, portfolio choices, cut-off times for investment and trading restrictions. Your
intermediary may independently establish and charge its customers transaction fees, account fees and other fees in addition to the fees charged by the portfolios. These additional fees may vary over time and would increase the cost of your
investment and lower investment returns. You should consult your intermediary directly for information regarding these conditions and fees. The portfolios are not responsible for the failure of your intermediary to carry out its
responsibilities.
Only certain
intermediaries are authorized to accept orders on behalf of a portfolio. If your portfolio shares are no longer held by an authorized intermediary, the portfolio may impose restrictions on your ability to manage or maintain your shares. For example,
you will not be able to place orders to purchase additional shares. To remove these restrictions, you have two options. First, you may move your shares to Schwab or another intermediary that is authorized to accept portfolio orders. Second, you may
maintain a direct account with a portfolio if you meet the eligibility requirements for placing direct orders and your completed account application and supporting documentation is returned to and accepted by the portfolio’s transfer agent,
Boston Financial Data Services (transfer agent). The eligibility requirements and instructions for submitting an account application are set forth in the “Investing directly with the portfolios” section of the prospectus. If you do not
exercise one of these options within ninety days, the portfolios reserve the right to redeem your shares.
Buying, selling and exchanging shares through an
intermediary
To purchase, redeem or
exchange shares held in your Schwab account or in your account at another intermediary, you must place your orders with the intermediary that holds your shares. You may not purchase, redeem or exchange shares held in your intermediary account
directly with a portfolio.
When selling
or exchanging shares, you should be aware of the following portfolio policies:
•The portfolios may
take up to seven days to pay sale proceeds.
•The portfolios
reserve the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of a portfolio’s assets, whichever is less. You may incur transaction expenses in converting
these securities to cash.
•Exchange
orders are limited to other Schwab Funds
®
that are not Sweep Investments
®
or Laudus MarketMasters Funds
®
and must meet the
minimum investment and other requirements for the fund and share class into which you are exchanging.
•You must obtain and
read the prospectus for the fund into which you are exchanging prior to placing your order.
Investing directly with the portfolios
Investor eligibility requirements for placing direct
orders
Only Eligible Investors (as
defined below) may purchase shares directly from a portfolio’s transfer agent, Boston Financial Services. Eligible Investors include, but are not limited to, qualified and non-qualified employee benefit plans (including but not limited to
defined benefit plans, defined contribution plans, 401(k) plans), foundations and endowments, banks, trusts, investment companies and corporate capital and cash management accounts. Eligible Investors may also be shareholders who receive shares of
Schwab Funds as a result of a reorganization of a fund. The portfolios reserve the right to determine which potential investors qualify as Eligible Investors. Shares held by a non-Eligible Investor directly with a portfolio are subject to
involuntary redemption by the portfolio.
Investing in the
portfolios
33
Opening an account to place direct orders
You must satisfy the investor eligibility
requirements for direct order clients in order to place direct orders for a portfolio’s shares. Eligible Investors must open an account with a portfolio through the portfolio’s transfer agent prior to placing direct orders. You may
obtain an account application by calling the transfer agent at 1-800-407-0256. Your completed application and supporting documents must be returned to, and accepted by, the transfer agent before you can place direct orders. You cannot place direct
orders through your Schwab account or through your account at another intermediary.
Initial and additional direct purchases by wire
Subject to acceptance by a
portfolio, you may make your initial purchase and any additional purchases of shares by wiring federal funds to the transfer agent. If you have not yet opened an account with a portfolio, you must fax a signed, hard copy of the completed account
application and all supporting documents to the transfer agent at 1-816-218-0490. You must call the transfer agent at 1-800-407-0256 prior to the close of a portfolio (generally 4:00 p.m. Eastern time or the close of the New York Stock Exchange
(NYSE)) to place your order and to receive wire instructions. Orders received by the transfer agent in good order on or prior to the close of a portfolio will be processed at the net asset value per share of the portfolio for that day. Your wired
funds must be received and accepted by the transfer agent prior to 6:00 p.m. Eastern time or the deadline for the Fedwire Funds Service for initiating third party transfers, whichever is earlier, on the day your purchase order is placed. Please call
the transfer agent at 1-800-407-0256 if you have any questions or need additional information.
Initial and additional direct purchases by mail
Subject to acceptance by a portfolio, you may
open an account and make your initial purchase and any additional purchases of the portfolio’s shares by mail. To open an account by mail, complete and sign the account application and mail the account application, all supporting documents and
a check for the desired purchase amount to the transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. Additional investments may be made at any time by mailing a check (payable to Schwab Funds) to
the transfer agent at the address above. Be sure to include your account number on your check.
Subject to acceptance by a
portfolio, payment for the purchase of shares received by mail will be credited to a shareholder’s account at the net asset value per share of the portfolio next determined after receipt, even though the check may not yet have been converted
into federal funds. For purposes of calculating the purchase price of portfolio shares, a purchase order is received by a portfolio on the day that it is in good order unless it is rejected by the portfolio’s transfer agent. For a cash
purchase order of portfolio shares to be in good order on a particular day, a check must be received on or before the close of a portfolio (generally 4:00 p.m. Eastern time or the close of the NYSE) on that day. If the payment is received by a
portfolio after the deadline, the purchase price of portfolio shares will be based upon the next determination of net asset value of portfolio shares. No currency, third party checks, foreign checks, starter checks, credit card checks,
traveler’s checks or money orders will be accepted by the portfolios.
Direct redemptions and exchanges
When selling or exchanging shares directly,
you should be aware of the following portfolio policies:
•The portfolios may
take up to seven days to pay sale proceeds.
•The portfolios
reserve the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of a portfolio’s assets, whichever is less. You may incur transaction expenses in converting
these securities to cash.
•Exchange
orders are limited to other Schwab Funds
®
that are not Sweep Investments
®
or Laudus MarketMasters Funds
®
and must meet the
minimum investment and other requirements for the fund and share class into which you are exchanging.
•If you are selling
shares that were recently purchased by check, the proceeds may be delayed until the check for purchase clears; this may take up to 15 days from the date of purchase.
•You must obtain and
read the prospectus for the fund into which you are exchanging prior to placing your order.
Direct redemptions by telephone
If you authorized the telephone redemption
option in the account application, you may place a redemption order by calling the transfer agent at 1-800-407-0256 and requesting that the redemption proceeds be wired per the authorized instructions in the account application or mailed to the
primary registration address. Your redemption order will be processed at the net asset value per share of a portfolio next determined after receipt of your telephone redemption order by the transfer agent. Please note that the transfer agent may
only act on telephone instructions believed by the transfer agent to be genuine. The transfer agent’s records of such instructions are binding on the shareholder. The portfolios and their service providers (including the transfer agent, Schwab
and CSIM) are not responsible for any losses or costs that may arise from following telephone instructions that the transfer agent reasonably believes to be genuine. The transfer agent will employ reasonable procedures to confirm that instructions
communicated are genuine. These procedures include tape recording of telephone instructions and requiring some form of personal identification prior to acting upon instructions received by telephone.
34
Investing in the portfolios
Direct redemptions by mail
You may redeem your portfolio shares by mail
by sending a request letter to the portfolios' transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. Your redemption request will be processed by a portfolio at the net asset value per share of the
portfolio next determined after the request is received in good order. To be in good order, the redemption request must include the name of the portfolio and the number of shares or the dollar amount to be redeemed, all required signatures and
authorizations and any required signature guarantees.
Additional direct redemption information
To protect you, the portfolios
and their service providers from fraud, signature guarantees may be required to enable the transfer agent to verify the identity of the person who has authorized a redemption from an account. Signature guarantees are required for (1) redemptions
where the proceeds are to be sent to someone other than the registered shareholder(s) at the registered address, (2) redemptions if your account address has changed within the last 10 business days, (3) share transfer requests, and (4) redemptions
where the proceeds are wired in connection with bank instructions not already on file with the transfer agent. Signature guarantees may be obtained from certain eligible financial institutions, including, but not limited to, the following: U.S.
banks, trust companies, credit unions, securities brokers and dealers, savings and loan associations and participants in the Securities and Transfer Association Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the New York
Stock Exchange Medallion Signature Program (MSP). Signature guarantees from non-U.S. banks that do not include a stamp may require a U.S. consulate stamp. You may contact the transfer agent at 1-800-407-0256 for further details.
Direct exchange privileges
Upon request, and subject to certain
limitations, shares of a portfolio may be exchanged into shares of any other Schwab Fund or Laudus MarketMasters Fund that is not a Sweep Investment. In order to exchange your shares to another fund, you must meet the minimum investment and other
requirements for the fund and share class into which you are exchanging or converting. Further, you must obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. A new account opened by exchange must be
established with the same name(s), address(es) and tax identification number(s) as the existing account. All exchanges will be made based on the respective net asset values next determined following receipt of the request by a portfolio containing
the information indicated below.
The
portfolios reserve the right to suspend or terminate the privilege of exchanging shares of the portfolios by mail or by telephone at any time.
Direct exchanges by telephone
If you authorized the telephone redemption
option in the account application, you may exchange portfolio shares by telephone by calling the portfolios' transfer agent at 1-800-407-0256. Please be prepared to provide the following information: (a) the account number, tax identification number
and account registration; (b) the class of shares to be exchanged (if applicable); (c) the name of the portfolio from which and the fund into which the exchange is to be made; and (d) the dollar or share amount to be exchanged. Please note that the
transfer agent may act only on telephone instructions believed by the transfer agent to be genuine. Please see the section entitled “Direct redemptions by telephone” for more information regarding transacting with the portfolios’
transfer agent via telephone.
Direct exchanges by
mail
To exchange portfolio shares by
mail, simply send a letter of instruction to the portfolios’ transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. The letter of instruction must include: (a) your account number; (b) the
class of shares to be exchanged (if applicable); (c) the portfolio from and the fund into which the exchange is to be made; (d) the dollar or share amount to be exchanged; and (e) the signatures of all registered owners or authorized parties.
Share price
The portfolios are open for
business each day that the NYSE is open. Each portfolio calculates its share price each business day as of the close of the NYSE (generally 4 p.m. Eastern time). If the NYSE is closed due to weather or other extenuating circumstances on a day it
would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the portfolios reserve the right to treat such day as a business day and accept purchase and redemption orders and calculate
their share prices as of the normally scheduled close of regular trading on the NYSE for that day. A portfolio’s share price is its net asset value per share, or NAV, which is the portfolio’s net assets divided by the number of its
shares outstanding. Orders to buy, sell or exchange shares that are received by a portfolio in good order on or prior to the close of the portfolio (generally 4 p.m. Eastern time) will be executed at the next share price calculated that day.
If you place an order through your
Schwab account or an account at another intermediary, please consult with your intermediary to determine when your order will be executed. Generally, you will receive the share price next calculated after a portfolio receives your order
Investing in the
portfolios
35
from your intermediary. However, some intermediaries, such as
Schwab, may arrange with a portfolio for you to receive the share price next calculated after your intermediary has received your order. Some intermediaries may require that they receive orders prior to a specified cut-off time.
In valuing underlying fund investments, the
portfolios use the NAVs reported by their underlying funds. In valuing other portfolio securities, the portfolios use market quotes or official closing prices if they are readily available. In cases where quotes are not readily available or the
adviser deems them unreliable, a portfolio may value securities based on fair values developed using methods approved by the portfolios’ Board of Trustees.
Shareholders of a portfolio should be aware
that because foreign markets are often open on weekends and other days when the portfolio is closed, the value of the portfolio’s portfolio may change on days when it is not possible to buy or sell shares of the portfolio.
Additional policies affecting your investment
Minimum
initial investment
|
Investor
Shares: $100
|
The
minimum may be waived for certain retirement plans and plan participants, and for certain investment programs or in a portfolio’s sole discretion.
Choose an option for portfolio distributions
. If you are an Eligible Investor placing direct orders with a portfolio, you will have one of the three options described below for portfolio distributions. If you don’t indicate a choice, you will receive the
first option. If you are placing orders through an intermediary, you will select from the options for portfolio distributions provided by your intermediary, which may be different than those provided by the portfolios to Eligible Investors. You
should consult with your financial intermediary to discuss available options.
Option
|
Feature
|
Reinvestment
|
All
dividends and capital gain distributions are invested automatically in shares of your share class.
|
Cash/reinvestment
mix
|
You
receive payment for dividends, while any capital gain distributions are invested in shares of your share class.
|
Cash
|
You
receive payment for all dividends and capital gain distributions.
|
Each portfolio reserves certain rights,
including the following:
•To materially modify
or terminate the exchange privilege upon 60 days’ written notice to shareholders.
•To change or waive a
portfolio or share class’ investment minimums.
•To suspend the right
to sell shares back to the portfolio, and delay sending proceeds, during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC.
•To withdraw or
suspend any part of the offering made by this prospectus.
Payments by the investment adviser or its affiliates
The investment adviser or its affiliates may
make cash payments out of their own resources, or provide products and services at a discount, to certain brokerage firms, banks, retirement plan service providers and other financial intermediaries that perform shareholder, recordkeeping,
sub-accounting and other administrative services in connection with investments in portfolio shares. These payments or discounts are separate from, and may be in addition to, any shareholder service fees or other administrative fees the portfolios
may pay to those intermediaries The investment adviser or its affiliates may also make cash payments out of their own resources, or provide products and services at a discount, to certain financial intermediaries that perform distribution,
marketing, promotional or other distribution-related services. The payments or discounts described by this paragraph may be substantial; however, distribution-related services provided by such intermediaries are paid by the investment adviser or its
affiliates, not by the portfolio or its shareholders.
Shareholder servicing plan
The Board of Trustees has
adopted a Shareholder Servicing Plan (the Plan) on behalf of the portfolios. The Plan enables each portfolio to bear expenses relating to the provision by financial intermediaries, including Schwab (together, service providers), of certain account
maintenance, customer liaison and shareholder services to the current shareholders of the portfolios.
36
Investing in the
portfolios
Pursuant to the Plan, each
portfolio’s shares are subject to an annual shareholder servicing fee of up to 0.25%. The shareholder servicing fee paid to a particular service provider is made pursuant to its written agreement with Schwab, as distributor of the funds (or,
in the case of payments made to Schwab acting as a service provider, pursuant to Schwab’s written agreement with the portfolios). Payments under the Plan are made as described above without regard to whether the fee is more or less than the
service provider’s actual cost of providing the services, and if more, such excess may be retained as profit by the service provider.
Policy regarding short-term or excessive trading
The portfolios are intended for
long-term investment and not for short-term or excessive trading (collectively, market timing). Market timing may adversely impact the portfolios’ performance by disrupting the efficient management of the portfolio, increasing portfolio
transaction costs and taxes, causing the portfolios to maintain higher cash balances, and diluting the value of the portfolios’ shares.
In order to discourage market timing, each
portfolio’s Board of Trustees has adopted policies and procedures that are reasonably designed to reduce the risk of market timing by portfolio shareholders. Each portfolio seeks to deter market timing through several methods. These methods
may include: fair value pricing, imposition of redemption fees and trade activity monitoring. Fair value pricing and redemption fees are discussed more thoroughly in the subsequent pages of this prospectus and are considered to be key elements of
the portfolios’ policy regarding short term or excessive trading. Trade activity monitoring is risk based and seeks to identify patterns of activity in amounts that might be detrimental to a portfolio.
Although these methods are designed to
discourage market timing, there can be no guarantee that the portfolios will be able to identify and restrict investors that engage in such activities. In addition, some of these methods are inherently subjective and involve judgment in their
application. Each portfolio and its service providers seek to make these judgments and applications uniformly and in a manner that they believe is consistent with interests of the portfolio’s long-term shareholders. The portfolios may amend
these policies and procedures in response to changing regulatory requirements or to enhance the effectiveness of the program.
The portfolios or their service providers
maintain risk-based surveillance procedures designed to detect market timing in portfolio shares in amounts that might be detrimental to the portfolios. Under these procedures, the portfolios have requested that service providers to the portfolios
monitor transactional activity in amounts and frequency determined by the portfolios to be significant to a portfolio and in a pattern of activity that potentially could be detrimental to a portfolio. If a portfolio, in its sole discretion based on
these or other factors, determines that a shareholder has engaged in market timing, it may refuse to process future purchases or exchanges into the portfolio by that shareholder. These procedures may be modified from time to time as appropriate to
improve the detection of market timing and to comply with applicable laws.
If trades are effected through a financial
intermediary, the portfolios or their service providers will work with the intermediary to monitor possible market timing activity. The portfolios reserve the right to contact the intermediary to provide certain shareholder transaction information
and may require the intermediary to restrict the shareholder from future purchases or exchanges in the portfolios. Transactions by portfolio shareholders investing through intermediaries may also be subject to the restrictions of the
intermediary’s own frequent trading policies, which may differ from those of the portfolios. The portfolios may defer to an intermediary’s frequent trading policies with respect to those shareholders who invest in the portfolios through
such intermediary. The portfolios will defer to an intermediary’s policies only after the portfolios determine that the intermediary’s frequent trading policies are reasonably designed to deter transactional activity in amounts and
frequency that are deemed to be significant to the portfolios and in a pattern of activity that potentially could be detrimental to the portfolios. Shareholders should consult with their intermediary to determine if additional frequent trading
restrictions apply to their portfolio transactions.
The portfolios reserve the right to restrict,
reject or cancel within a reasonable time, without prior notice, any purchase or exchange order for any reason.
Fair value pricing
The Board of Trustees has adopted procedures
to fair value the portfolios' securities when market prices are not “readily available” or are unreliable. For example, a portfolio may fair value a security when a security is de-listed or its trading is halted or suspended; when a
security’s primary pricing source is unable or unwilling to provide a price; when a security’s primary trading market is closed during regular market hours; or when a security’s value is materially affected by events occurring
after the close of the security’s primary trading market.
By fair valuing securities whose prices may
have been affected by events occurring after the close of trading, the portfolios seek to establish prices that investors might expect to realize upon the current sales of these securities. This methodology is designed to deter
“arbitrage” market timers, who seek to exploit delays between the change in the value of a portfolio’s portfolio holdings and the net asset value of the portfolio’s shares, and seeks to help ensure that the prices at which
the portfolio’s shares are purchased and redeemed are fair and do not result in dilution of shareholder interest or other harm to shareholders.
Each portfolio makes fair value determinations
in good faith in accordance with the portfolio’s valuation procedures. Due to the subjective and variable nature of fair value pricing, there can be no assurance that a portfolio could obtain the fair value assigned to the security upon
Investing
in the portfolios
37
the sale of such security. The respective prospectuses for the
underlying funds in which the portfolios invest explain the circumstances in which those funds will use fair value pricing and the effect of fair value pricing.
Redemption fee
Shares redeemed or exchanged within 30 days of
purchase, which shall be calculated to include the 30th day, will be subject to a fee of 2%, which is intended to limit short-term trading in the portfolios, or to the extent that short-term trading persists, to impose the costs of that type of
activity on the shareholders who engage in it. Each portfolio treats shares that have been held the longest as being redeemed first. Each portfolio retains the redemption fees for the benefit of the remaining shareholders. Portfolio shares purchased
with reinvested dividends are not subject to redemption fees. Each portfolio reserves the right, in its sole discretion, to waive such fee when, in its judgment, such waiver would be in the best interests of the fund and its long-term shareholders.
A portfolio may waive the redemption fee for retirement plans, wrap or fee-based programs, charitable giving funds, unregistered separate accounts, redemptions pursuant to rebalancing programs or systematic withdrawal plans established by the
portfolio or financial intermediaries, and registered investment companies and redemptions initiated by the portfolio. In addition, certain financial intermediaries may use criteria and methods for tracking, applying and calculating the fees that
are different from a portfolio’s but which the portfolio, in its discretion, may determine are in the best interests of the portfolio and its long-term shareholders. While the portfolios discourage mutual fund market timing and maintain
procedures designed to provide reasonable assurances that such activity will be identified and terminated, including the imposition of the redemption fee described above, no policy or procedure can guarantee that all such activity will in fact be
identified or that such activity can be completely eliminated. The portfolios reserve the right to modify or eliminate the redemption fees or waivers at any time.
Large shareholder redemptions
Certain accounts or Schwab affiliates may from
time to time own (beneficially or of record) or control a significant percentage of the portfolio’s shares. Redemptions by these shareholders of their holdings in the portfolio may impact the portfolio’s liquidity and NAV. These
redemptions may also force the portfolio to sell securities, which may negatively impact the fund’s brokerage costs.
Customer identification and verification and anti-money
laundering program
Federal law requires
all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open your account, you will have to provide your name, address, date of birth, identification number and other information
that will allow the portfolios or your financial intermediary to identify you. This information is subject to verification to ensure the identity of all persons opening an account.
The portfolios or your financial intermediary
are required by law to reject your new account application if the required identifying information is not provided. A portfolio or your financial intermediary may contact you in an attempt to collect any missing information required on the
application, and your application may be rejected if they are unable to obtain this information. In certain instances, a portfolio or your financial intermediary is required to collect documents, which will be used solely to establish and verify
your identity.
The portfolios will
accept investments and your order will be processed at the NAV next determined after receipt of your application in proper form (or upon receipt of all identifying information required on the application). The portfolios, however, reserve the right
to close and/or liquidate your account at the then-current day’s price if the portfolios or your financial intermediary are unable to verify your identity. As a result, you may be subject to a gain or loss on portfolio shares and will be
subject to corresponding tax consequences.
Customer identification and
verification is part of a portfolio's overall obligation to deter money laundering under U.S. federal law. Each portfolio has adopted an Anti-Money Laundering Compliance Program designed to prevent the portfolio from being used for money laundering
or the financing of terrorist activities. In this regard, the portfolios reserve the right to (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your
account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of portfolio management, they are deemed to be in the best interest of a portfolio or in cases when the
portfolio is requested or compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if a portfolio is
required to withhold such proceeds.
Distributions and taxes
Any investment in a portfolio
typically involves several tax considerations. The information below is meant as a general summary for U.S. citizens and residents. Please see the SAI for additional information. Because each person’s tax situation is different, you should
consult your tax advisor about the tax implications of your investment in a portfolio. You also can visit the Internal Revenue Service (IRS) website at www.irs.gov.
As a shareholder, you are entitled to your
share of the dividends and gains a portfolio earns. Every year, each portfolio distributes to its shareholders substantially all of its net investment income and net capital gains, if any. These distributions typically are paid in December
38
Investing in the portfolios
to all shareholders of record, except for the Conservative
Portfolio, which typically makes income distributions at the end of each calendar quarter. During the fourth quarter of the year, typically in early November, an estimate of each portfolio’s capital gain distribution, if any, may be made
available on the portfolios’ website: www.csimfunds.com.
Unless you are investing through an IRA,
401(k) or other tax-advantaged retirement account, your portfolio distributions generally have tax consequences. Each portfolio’s net investment income and short-term capital gains are distributed as dividends and will be taxable as ordinary
income or qualified dividend income. Other capital gain distributions are taxable as long-term capital gains, regardless of how long you have held your shares in a portfolio. The maximum individual rate applicable to “qualified dividend
income” and long-term capital gains is generally either 15% or 20%, depending on whether the individual’s income exceeds certain threshold amounts. Distributions generally are taxable in the tax year in which they are declared, whether
you reinvest them or take them in cash.
An additional 3.8% Medicare tax is imposed on
certain net investment income (including ordinary dividends and capital gain distributions received from a portfolio and net gains from redemptions or other taxable dispositions of portfolio shares) of U.S. individuals, estates and trusts to the
extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.
Generally, any sale or exchange of your shares
is a taxable event. For tax purposes, an exchange of your shares for shares of another Schwab Fund or Laudus MarketMasters Fund is treated the same as a sale. A sale may result in a capital gain or loss for you. The gain or loss generally will be
treated as short term if you held the shares for one year or less, long term if you held the shares longer. The maximum individual rate applicable to long-term capital gains is generally either 15% or 20%, depending on whether the individual’s
income exceeds certain threshold amounts. Any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received (or
deemed received) by you with respect to the shares. All or a portion of any loss realized upon a taxable disposition of shares will be disallowed if you purchase other substantially identical shares within 30 days before or after the disposition. In
such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
Shareholders in a portfolio may have
additional tax considerations as a result of foreign tax payments made by the portfolio. Typically, these payments will reduce the portfolio’s dividends but, if eligible, the portfolio may elect for these payments to be included in your
taxable income. In such event, you may be able to claim a tax credit or deduction for your portion of foreign taxes paid by the portfolio.
At the beginning of every year, the portfolios
will provide shareholders with a tax reporting statement containing information detailing the tax status of any distribution that a portfolio paid during the previous calendar year. Schwab customers also receive information on distributions and
transactions in their monthly account statements.
Prior to January 1, 2012 when
shareholders sold portfolio shares from a taxable account, they typically received information on their tax forms that calculated their gain or loss using the average cost method. This information was not previously reported to the IRS, and
shareholders had the option of calculating gains or losses using an alternative IRS permitted method. However, in accordance with legislation passed by Congress in 2008, each portfolio began reporting cost basis information to the IRS for shares
purchased on or after January 1, 2012 and sold thereafter. Shareholders can elect their preferred cost basis method, however, in the absence of an election, a portfolio will use an average cost basis method. In the absence of an election, a
portfolio will use an average cost basis method. Please consult your tax adviser to determine the appropriate cost basis method for your particular tax situation and to learn more about how the new cost basis reporting laws apply to you and your
investments, including investments made prior to January 1, 2012 and sold thereafter.
The portfolios be required to withhold U.S.
federal income tax on all taxable distributions and redemption proceeds payable to shareholders if they fail to provide the portfolios with their correct taxpayer identification number or to make required certifications, or if they have been
notified by the IRS that they are subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against U.S. federal income tax liability.
Foreign shareholders may be subject to
different U.S. federal income tax treatment, including withholding tax at the rate of 30% on amounts treated as ordinary dividends from the portfolios, as discussed in more detail in the SAI. Furthermore, each portfolio is required to withhold U.S.
tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting
and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to a portfolio to enable the portfolio to determine
whether withholding is required.
Investing in the
portfolios
39
To learn more
This prospectus contains important information on the
portfolios and should be read and kept for reference. You also can obtain more information from the following sources:
Annual and semi-annual reports,
which are mailed to current portfolio investors, contain more information about the portfolios' holdings and detailed financial information about the portfolios. Annual reports also contain information from the
portfolios' managers about strategies, recent market conditions and trends and their impact on portfolio performance.
The
Statement of Additional
Information (SAI)
includes a more detailed discussion of investment policies and the risks associated with various investments. The SAI is incorporated by reference into the prospectus, making it legally part of the prospectus.
For a free copy of any of these documents
or to request other information or ask questions about the portfolios, call Schwab Funds
®
at 1-800-435-4000. In addition, you may visit the Schwab
Funds’ website at www.csimfunds.com/SchwabFunds_Prospectus for a free copy of a prospectus, SAI or an annual or semi-annual report.
The SAI, the portfolios' annual and semi-annual reports and
other related materials are available from the EDGAR Database on the SEC’s website (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by
writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the portfolios, including the SAI, at the SEC’s Public Reference Room in Washington, D.C. Call 1-202-551-8090 for
information on the operation of the SEC’s Public Reference Room.
SEC File Number
Schwab
MarketTrack All Equity Portfolio™
|
811-7704
|
Schwab
MarketTrack Growth Portfolio™
|
811-7704
|
Schwab
MarketTrack Balanced Portfolio™
|
811-7704
|
Schwab
MarketTrack Conservative Portfolio™
|
811-7704
|
REG13757-24
Schwab MarketTrack Portfolios
®
Prospectus
February 25, 2016
Prospectus
February
25, 2016
•
Schwab Target 2010 Fund
|
SWBRX
|
•
Schwab Target 2015 Fund
|
SWGRX
|
•
Schwab Target 2020 Fund
|
SWCRX
|
•
Schwab Target 2025 Fund
|
SWHRX
|
•
Schwab Target 2030 Fund
|
SWDRX
|
•
Schwab Target 2035 Fund
|
SWIRX
|
•
Schwab Target 2040 Fund
|
SWERX
|
•
Schwab Target 2045 Fund
|
SWMRX
|
•
Schwab Target 2050 Fund
|
SWNRX
|
•
Schwab Target 2055 Fund
|
SWORX
|
As with all mutual funds, the Securities and Exchange Commission (SEC) has
not approved these securities or passed on whether the information in this prospectus is adequate and accurate. Anyone who indicates otherwise is committing a federal crime.
Investment objective
The fund seeks to provide capital appreciation
and income consistent with its current asset allocation.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
None
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.14
|
Acquired
fund fees and expenses (AFFE)
1
|
0.48
|
Total
fund annual operating expenses
1
|
0.62
|
Less
expense reduction
|
(0.14)
|
Total
annual fund operating expenses (including AFFE) after expense reduction
1,2
|
0.48
|
1
|
The total annual fund
operating expenses in the fee table may differ from the expense ratios in the fund's “Financial highlights” because the financial highlights include only the fund's direct operating expenses and do not include acquired fund fees and
expenses (AFFE), which reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds during its prior fiscal year.
|
2
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund's Board of Trustees. This agreement is limited to the fund's direct operating expenses and does not apply to AFFE.
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The
example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The figures are based on total annual fund
operating expenses (including AFFE) after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$49
|
$154
|
$269
|
$604
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 33% of the average value of its
portfolio.
Principal investment
strategies
The fund seeks to achieve its
investment objective by investing primarily in a combination of other Schwab Funds and Laudus Funds. The fund may also invest in unaffiliated third party mutual funds (referred to herein as unaffiliated funds and, together with Schwab Funds and
Laudus Funds, the underlying funds). The fund invests in the underlying funds in accordance with its target portfolio allocation. These underlying funds invest their assets directly in equity, fixed income, cash and cash equivalents (including money
market funds) in accordance with their own investment objectives and policies. The fund is managed based on the specific retirement date (target date) included in its name and assumes a retirement age of 65. The target date refers to the approximate
year an investor in the fund would plan to retire and likely would stop making new investments in the fund. The fund is designed for an investor who anticipates retiring at or about the target date and plans to withdraw the value of the
investor’s account in the fund gradually after retirement. As described below, the adviser will continue to modify the fund’s target asset allocation for 20 years beyond the target date.
The fund’s target asset allocation will
be adjusted annually based on the adviser’s asset allocation strategy; however, the adviser reserves
Schwab Target 2010 Fund
1
the right to modify the
fund’s target asset allocations from time to time should circumstances warrant a change. In general, the fund’s allocation to equity securities will decrease and its allocation to fixed income securities will increase as the fund
approaches its target date. The fund’s asset allocation as of the end of January, 2016 was approximately 37.6% equity securities, 55.8% fixed income securities, and 6.6% cash and cash equivalents (including money market funds). The fund will
continue to reduce its allocation to equity securities for 20 years beyond the fund’s stated target date. At such time, the fund’s asset allocation will remain fixed at approximately 25% equity securities, 66% fixed income securities,
and 9% cash and cash equivalents (including money market funds).
In addition to the strategic annual adjustment
of the fund’s target asset allocation, the adviser may adjust the fund’s underlying fund allocations within a particular asset class based on the following considerations, including, but not limited to, market trends, its outlook for a
given market capitalization, and the underlying funds’ performance in various market conditions. Accordingly, the fund’s allocation to a particular underlying fund may increase or decrease throughout the year. Within the equity asset
class, the fund will have exposure to one or more “style classes”. For example, the style classes include domestic large-cap equity, domestic small-cap equity, and international equity. The adviser may adjust the fund’s allocation
to a particular style class based on the following considerations: market trends, its outlook for a given style class, and the style classes’ performance in various market conditions. Accordingly, the fund’s allocation to a particular
style class within the equity asset class may increase or decrease throughout the year.
The fund intends to invest in a
combination of underlying funds; however, the fund may invest directly in equity and fixed income securities, exchange-traded funds (ETFs) and money market securities. For temporary defensive purposes during unusual economic or market conditions or
for liquidity purposes, the fund may invest up to 100% of its assets directly in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may not achieve its investment
objective.
Principal risks
The fund is subject to risks, any of which
could cause an investor to lose money. The fund's principal risks include:
Asset Allocation Risk.
The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the
fund to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of interest may exist where the best interests of the affiliated underlying fund may not be aligned with those of the fund or vice versa. However, the investment adviser
is a fiduciary to the fund
and is legally obligated to act in the fund’s best
interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Direct Investment Risk.
The fund may invest a portion of its assets directly in equity and fixed income securities, ETFs, and cash equivalents, including money market securities. The fund’s direct investment in these securities is
subject to the same or similar risks as an underlying fund’s investment in the same security.
Underlying Fund Investment Risk.
The value of your investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. The fund is
subject to the performance and expenses of the underlying funds in which it invests. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made
by those underlying funds. These risks include any combination of the risks described below, although the fund’s exposure to a particular risk will be proportionate to the fund’s overall asset allocation and underlying fund
allocation.
•
Investment Risk.
The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Management Risk.
Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make
poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired
results.
•
Fixed Income Risk.
Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank's monetary policy or improving economic
conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund's share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s
share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed
income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below
investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities.
2
Schwab
Target 2010 Fund
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Large-, Mid- and Small-Cap Risk.
Stocks of different market capitalizations tend to go in and out of favor based on market and economic conditions. Historically, small- and mid-cap stocks tend to
be more volatile than large-cap stocks, and small-cap stocks have been riskier than large- and mid-cap stocks. During a period when stocks of a particular market capitalization fall behind other types of investments — bonds or stocks of
another capitalization range, for instance — an underlying fund’s large-, mid- or small-cap holdings could reduce performance.
•
Money Market Risk.
The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type
of money market fund is designed to offer capital appreciation.
•
ETF Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's shares can result in
its value being more volatile than the underlying portfolio of securities.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may be
heightened in connection with investments in emerging markets.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund's use of derivatives could reduce the underlying fund's performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments
in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives
for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security.
•
Leverage Risk.
Certain underlying fund transactions, such as derivatives, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose
an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large
impact on the underlying fund.
•
Liquidity Risk.
An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a
loss.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
You may experience losses in the fund, including losses before,
at, or after the target date. There is no guarantee that the fund will be able to achieve its objective or provide adequate income at and through your retirement.
For more information on the risks of investing
in the fund and the underlying funds please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund's investment results have varied from year to year, and the following table shows how the fund's average annual total returns for various periods compared to those of two broad based indices and a composite index based on the fund’s
target allocations. This information provides some indication of the risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past
performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Schwab Target 2010 Fund
3
Annual total returns
(%) as of 12/31
Best quarter:
9.56% Q2 2009
Worst quarter:
(11.28%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
0.44%
|
5.44%
|
4.03%
|
After
taxes on distributions
|
(0.23%)
|
4.73%
|
3.25%
|
After
taxes on distributions and sale of shares
|
0.37%
|
4.00%
|
2.92%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Total Stock Market Index
|
0.44%
|
12.14%
|
7.48%
|
Barclays
U.S. Aggregate Bond Index
|
0.55%
|
3.25%
|
4.51%
|
Target
2010 Composite Index
1
|
0.49%
|
5.42%
|
4.93%
|
1
|
The Target 2010 Composite
Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on the 2010 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S.
Total Stock Market Index was replaced by a combination of the S&P 500
®
Index and the Russell 2000
®
Index. Effective October 1, 2015, the current composite is derived using the following portion allocations: 25.2% S& P 500 Index, 2.2% Russell
2000 Index, 8.8% MSCI EAFE Index (Net), 37.2% Barclays U.S. Aggregate Bond Index, 1.9% FTSE EPRA/NAREIT Global Index (Net), 6.2% Barclays U.S. TIPS Index, 1.3% Citigroup Non-U.S. Dollar World Government Bond Index, 1.3% Barclays U.S.
Government/Credit Index, 9.5% Barclays U.S. Government/Credit: 1-5 Years Index, and 6.5% Barclays U.S. Treasury Bills: 1-3 Months Index. The components that make up the composite index may vary over time.
|
The after-tax figures reflect the highest
individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if you
hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other returns due to an
assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since February 2012.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund's transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The fund may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
4
Schwab
Target 2010 Fund
Investment objective
The fund seeks to provide capital appreciation
and income consistent with its current asset allocation.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
None
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.09
|
Acquired
fund fees and expenses (AFFE)
1
|
0.50
|
Total
fund annual operating expenses
1
|
0.59
|
Less
expense reduction
|
(0.09)
|
Total
annual fund operating expenses (including AFFE) after expense reduction
1,2
|
0.50
|
1
|
The total annual fund
operating expenses in the fee table may differ from the expense ratios in the fund's “Financial highlights” because the financial highlights include only the fund's direct operating expenses and do not include acquired fund fees and
expenses (AFFE), which reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds during its prior fiscal year.
|
2
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund's Board of Trustees. This agreement is limited to the fund's direct operating expenses and does not apply to AFFE.
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The
example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The figures are based on total annual fund
operating expenses (including AFFE) after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$51
|
$160
|
$280
|
$628
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 33% of the average value of its
portfolio.
Principal investment
strategies
The fund seeks to achieve its
investment objective by investing primarily in a combination of other Schwab Funds and Laudus Funds. The fund may also invest in unaffiliated third party mutual funds (referred to herein as unaffiliated funds and, together with Schwab Funds and
Laudus Funds, the underlying funds). The fund invests in the underlying funds in accordance with its target portfolio allocation. These underlying funds invest their assets directly in equity, fixed income, cash and cash equivalents (including money
market funds) in accordance with their own investment objectives and policies. The fund is managed based on the specific retirement date (target date) included in its name and assumes a retirement age of 65. The target date refers to the approximate
year an investor in the fund would plan to retire and likely would stop making new investments in the fund. The fund is designed for an investor who anticipates retiring at or about the target date and plans to withdraw the value of the
investor’s account in the fund gradually after retirement. As described below, the adviser will continue to modify the fund’s target asset allocation for 20 years beyond the target date.
The fund’s target asset allocation will
be adjusted annually based on the adviser’s asset allocation strategy; however, the adviser reserves
Schwab Target 2015 Fund
5
the right to modify the
fund’s target asset allocations from time to time should circumstances warrant a change. In general, the fund’s allocation to equity securities will decrease and its allocation to fixed income securities will increase as the fund
approaches its target date. The fund’s asset allocation as of the end of January, 2016 was approximately 39.7% equity securities, 54.0% fixed income securities, and 6.3% cash and cash equivalents (including money market funds). At the stated
target date, the fund’s allocation will be approximately 40% equity securities, 54% fixed income securities, and 6% cash and cash equivalents (including money market funds). The fund will continue to reduce its allocation to equity securities
for 20 years beyond the fund’s stated target date. At such time, the fund’s asset allocation will remain fixed at approximately 25% equity securities, 66% fixed income securities, and 9% cash and cash equivalents (including money market
funds).
In addition to the
strategic annual adjustment of the fund’s target asset allocation, the adviser may adjust the fund’s underlying fund allocations within a particular asset class based on the following considerations including, but not limited to, market
trends, its outlook for a given market capitalization, and the underlying funds’ performance in various market conditions. Accordingly, the fund’s allocation to a particular underlying fund may increase or decrease throughout the year.
Within the equity asset class, the fund will have exposure to one or more “style classes”. For example, the style classes include domestic large-cap equity, domestic small-cap equity, and international equity. The adviser may adjust the
fund’s allocation to a particular style class based on the following considerations: market trends, its outlook for a given style class, and the style classes’ performance in various market conditions. Accordingly, the fund’s
allocation to a particular style class within the equity asset class may increase or decrease throughout the year.
The fund intends to invest in a
combination of underlying funds; however, the fund may invest directly in equity and fixed income securities, exchange-traded funds (ETFs) and money market securities. For temporary defensive purposes during unusual economic or market conditions or
for liquidity purposes, the fund may invest up to 100% of its assets directly in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may not achieve its investment
objective.
Principal risks
The fund is subject to risks, any of which
could cause an investor to lose money. The fund's principal risks include:
Asset Allocation Risk.
The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the
fund to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of
interest may exist where the best interests of the affiliated
underlying fund may not be aligned with those of the fund or vice versa. However, the investment adviser is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Direct Investment Risk.
The fund may invest a portion of its assets directly in equity and fixed income securities, ETFs, and cash equivalents, including money market securities. The fund’s direct investment in these securities is subject
to the same or similar risks as an underlying fund’s investment in the same security.
Underlying Fund Investment Risk.
The value of your investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. The fund is
subject to the performance and expenses of the underlying funds in which it invests. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made
by those underlying funds. These risks include any combination of the risks described below, although the fund’s exposure to a particular risk will be proportionate to the fund’s overall asset allocation and underlying fund
allocation.
•
Investment Risk.
The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Management Risk.
Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make
poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired
results.
•
Fixed Income Risk.
Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank's monetary policy or improving economic
conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund's share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s
share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed
income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below
investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities.
6
Schwab
Target 2015 Fund
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Large-, Mid- and Small-Cap Risk.
Stocks of different market capitalizations tend to go in and out of favor based on market and economic conditions. Historically, small- and mid-cap stocks tend to
be more volatile than large-cap stocks, and small-cap stocks have been riskier than large- and mid-cap stocks. During a period when stocks of a particular market capitalization fall behind other types of investments — bonds or stocks of
another capitalization range, for instance — an underlying fund’s large-, mid- or small-cap holdings could reduce performance.
•
Money Market Risk.
The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type
of money market fund is designed to offer capital appreciation.
•
ETF Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's shares can result in
its value being more volatile than the underlying portfolio of securities.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may be
heightened in connection with investments in emerging markets.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund's use of derivatives could reduce the underlying fund's performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments
in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives
for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security.
•
Leverage Risk.
Certain underlying fund transactions, such as derivatives, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose
an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large
impact on the underlying fund.
•
Liquidity Risk.
An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a
loss.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
You may experience losses in the fund, including losses before,
at, or after the target date. There is no guarantee that the fund will be able to achieve its objective or provide adequate income at and through your retirement.
For more information on the risks of investing
in the fund and the underlying funds please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund's investment results have varied from year to year, and the following table shows how the fund's average annual total returns for various periods compared to those of two broad based indices and a composite index based on the fund’s
target allocation. This information provides some indication of the risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past
performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Schwab Target 2015 Fund
7
Annual total returns
(%) as of 12/31
Best quarter:
11.44% Q2 2009
Worst quarter:
(8.29%) Q3 2011
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
Since
Inception
(3/12/08)
|
Before
taxes
|
0.32%
|
5.99%
|
4.85%
|
After
taxes on distributions
|
(1.55%)
|
4.82%
|
3.92%
|
After
taxes on distributions and sale of shares
|
1.19%
|
4.42%
|
3.59%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Total Stock Market Index
|
0.44%
|
12.14%
|
8.33%
|
Barclays
U.S. Aggregate Bond Index
|
0.55%
|
3.25%
|
4.27%
|
Target
2015 Composite Index
1
|
0.49%
|
5.95%
|
4.85%
|
1
|
The Target 2015 Composite
Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on the 2015 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S.
Total Stock Market Index was replaced by a combination of the S&P 500
®
Index and the Russell 2000
®
Index. Effective October 1, 2015, the current composite is derived using the following portion allocations: 26.4% S& P 500 Index, 2.3% Russell
2000 Index, 9.3% MSCI EAFE Index (Net), 36.0% Barclays U.S. Aggregate Bond Index, 2.0% FTSE EPRA/NAREIT Global Index (Net), 6.0% Barclays U.S. TIPS Index, 1.4% Citigroup Non-U.S. Dollar World Government Bond Index, 1.4% Barclays U.S.
Government/Credit Index, 9.1% Barclays U.S. Government/Credit: 1-5 Years Index, and 6.2% Barclays U.S. Treasury Bills: 1-3 Months Index. The components that make up the composite index may vary over time.
|
The after-tax figures reflect the highest
individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if you
hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other returns due to an
assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since February 2012.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund's transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The fund may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
8
Schwab
Target 2015 Fund
Investment objective
The fund seeks to provide capital appreciation
and income consistent with its current asset allocation.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
None
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.03
|
Acquired
fund fees and expenses (AFFE)
1
|
0.59
|
Total
fund annual operating expenses
1
|
0.62
|
Less
expense reduction
|
(0.03)
|
Total
annual fund operating expenses (including AFFE) after expense reduction
1,2
|
0.59
|
1
|
The total annual fund
operating expenses in the fee table may differ from the expense ratios in the fund's “Financial highlights” because the financial highlights include only the fund's direct operating expenses and do not include acquired fund fees and
expenses (AFFE), which reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds during its prior fiscal year.
|
2
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund's Board of Trustees. This agreement is limited to the fund's direct operating expenses and does not apply to AFFE.
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The
example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The figures are based on total annual fund
operating expenses (including AFFE) after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$60
|
$189
|
$329
|
$738
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 25% of the average value of its
portfolio.
Principal investment
strategies
The fund seeks to achieve its
investment objective by investing primarily in a combination of other Schwab Funds and Laudus Funds. The fund may also invest in unaffiliated third party mutual funds (referred to herein as unaffiliated funds and, together with Schwab Funds and
Laudus Funds, the underlying funds). The fund invests in the underlying funds in accordance with its target portfolio allocation. These underlying funds invest their assets directly in equity, fixed income, cash and cash equivalents (including money
market funds) in accordance with their own investment objectives and policies. The fund is managed based on the specific retirement date (target date) included in its name and assumes a retirement age of 65. The target date refers to the approximate
year an investor in the fund would plan to retire and likely would stop making new investments in the fund. The fund is designed for an investor who anticipates retiring at or about the target date and plans to withdraw the value of the
investor’s account in the fund gradually after retirement. As described below, the adviser will continue to modify the fund’s target asset allocation for 20 years beyond the target date.
The fund’s target asset allocation will
be adjusted annually based on the adviser’s asset allocation strategy; however, the adviser reserves
Schwab Target 2020 Fund
9
the right to modify the
fund’s target asset allocations from time to time should circumstances warrant a change. In general, the fund’s allocation to equity securities will decrease and its allocation to fixed income securities will increase as the fund
approaches its target date. The fund’s asset allocation as of the end of January, 2016 was approximately 51.9% equity securities, 43.5% fixed income securities, and 4.6% cash and cash equivalents (including money market funds). At the stated
target date, the fund’s allocation will be approximately 40% equity securities, 54% fixed income securities, and 6% cash and cash equivalents (including money market funds). The fund will continue to reduce its allocation to equity securities
for 20 years beyond the fund’s stated target date. At such time, the fund’s asset allocation will remain fixed at approximately 25% equity securities, 66% fixed income securities, and 9% cash and cash equivalents (including money market
funds).
In addition to the
strategic annual adjustment of the fund’s target asset allocation, the adviser may adjust the fund’s underlying fund allocations within a particular asset class based on the following considerations including, but not limited to, market
trends, its outlook for a given market capitalization, and the underlying funds’ performance in various market conditions. Accordingly, the fund’s allocation to a particular underlying fund may increase or decrease throughout the year.
Within the equity asset class, the fund will have exposure to one or more “style classes”. For example, the style classes include domestic large-cap equity, domestic small-cap equity, and international equity. The adviser may adjust the
fund’s allocation to a particular style class based on the following considerations: market trends, its outlook for a given style class, and the style classes’ performance in various market conditions. Accordingly, the fund’s
allocation to a particular style class within the equity asset class may increase or decrease throughout the year.
The fund intends to invest in a
combination of underlying funds; however, the fund may invest directly in equity and fixed income securities, exchange-traded funds (ETFs) and money market securities. For temporary defensive purposes during unusual economic or market conditions or
for liquidity purposes, the fund may invest up to 100% of its assets directly in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may not achieve its investment
objective.
Principal risks
The fund is subject to risks, any of which
could cause an investor to lose money. The fund's principal risks include:
Asset Allocation Risk.
The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the
fund to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of
interest may exist where the best interests of the affiliated
underlying fund may not be aligned with those of the fund or vice versa. However, the investment adviser is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Direct Investment Risk.
The fund may invest a portion of its assets directly in equity and fixed income securities, ETFs, and cash equivalents, including money market securities. The fund’s direct investment in these securities is subject
to the same or similar risks as an underlying fund’s investment in the same security.
Underlying Fund Investment Risk.
The value of your investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. The fund is
subject to the performance and expenses of the underlying funds in which it invests. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made
by those underlying funds. These risks include any combination of the risks described below, although the fund’s exposure to a particular risk will be proportionate to the fund’s overall asset allocation and underlying fund
allocation.
•
Investment Risk.
The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Management Risk.
Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make
poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired
results.
•
Fixed Income Risk.
Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank's monetary policy or improving economic
conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund's share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s
share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed
income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below
investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities.
10
Schwab
Target 2020 Fund
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Large-, Mid- and Small-Cap Risk.
Stocks of different market capitalizations tend to go in and out of favor based on market and economic conditions. Historically, small- and mid-cap stocks tend to
be more volatile than large-cap stocks, and small-cap stocks have been riskier than large- and mid-cap stocks. During a period when stocks of a particular market capitalization fall behind other types of investments — bonds or stocks of
another capitalization range, for instance — an underlying fund’s large-, mid- or small-cap holdings could reduce performance.
•
Money Market Risk.
The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type
of money market fund is designed to offer capital appreciation.
•
ETF Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's shares can result in
its value being more volatile than the underlying portfolio of securities.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may be
heightened in connection with investments in emerging markets.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund's use of derivatives could reduce the underlying fund's performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments
in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives
for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security.
•
Leverage Risk.
Certain underlying fund transactions, such as derivatives, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose
an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large
impact on the underlying fund.
•
Liquidity Risk.
An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a
loss.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
You may experience losses in the fund, including losses before,
at, or after the target date. There is no guarantee that the fund will be able to achieve its objective or provide adequate income at and through your retirement.
For more information on the risks of investing
in the fund and the underlying funds please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund's investment results have varied from year to year, and the following table shows how the fund's average annual total returns for various periods compared to those of two broad based indices and a composite index based on the fund’s
target allocation. This information provides some indication of the risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past
performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Schwab Target 2020 Fund
11
Annual total returns
(%) as of 12/31
Best quarter:
13.02% Q2 2009
Worst quarter:
(13.47%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
Since
Inception
(7/1/05)
|
Before
taxes
|
0.20%
|
6.99%
|
5.23%
|
After
taxes on distributions
|
(1.28%)
|
6.13%
|
4.44%
|
After
taxes on distributions and sale of shares
|
0.97%
|
5.26%
|
3.94%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Total Stock Market Index
|
0.44%
|
12.14%
|
7.48%
|
Barclays
U.S. Aggregate Bond Index
|
0.55%
|
3.25%
|
4.51%
|
Target
2020 Composite Index
1
|
0.41%
|
6.97%
|
5.70%
|
1
|
The Target 2020 Composite
Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on the 2020 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S.
Total Stock Market Index was replaced by a combination of the S&P 500
®
Index and the Russell 2000
®
Index. Effective October 1, 2015, the current composite is derived using the following portion allocations: 34.6% S& P 500 Index, 3.4% Russell
2000 Index, 13.3% MSCI EAFE Index (Net), 28.3% Barclays U.S. Aggregate Bond Index, 2.7% FTSE EPRA/NAREIT Global Index (Net), 0.9% Barclays U.S. Intermediate Aggregate Bond Index, 0.5% MSCI Emerging Markets Index Net), 2.3% Barclays U.S. TIPS Index,
1.8% Citigroup Non-U.S. Dollar World Government Bond Index, 2.6% Barclays U.S. Government/Credit Index, 5.4% Barclays U.S. Government/Credit: 1-5 Years Index, and 4.4% Barclays U.S. Treasury Bills: 1-3 Months Index. The components that make up the
composite index may vary over time.
|
The after-tax figures reflect the highest
individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if you
hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other returns due to an
assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since February 2012.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund's transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The fund may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
12
Schwab
Target 2020 Fund
Investment objective
The fund seeks to provide capital appreciation
and income consistent with its current asset allocation.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
None
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.04
|
Acquired
fund fees and expenses (AFFE)
1
|
0.65
|
Total
fund annual operating expenses
1
|
0.69
|
Less
expense reduction
|
(0.04)
|
Total
annual fund operating expenses (including AFFE) after expense reduction
1,2
|
0.65
|
1
|
The total annual fund
operating expenses in the fee table may differ from the expense ratios in the fund's “Financial highlights” because the financial highlights include only the fund's direct operating expenses and do not include acquired fund fees and
expenses (AFFE), which reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds during its prior fiscal year.
|
2
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund's Board of Trustees. This agreement is limited to the fund's direct operating expenses and does not apply to AFFE.
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The
example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The figures are based on total annual fund
operating expenses (including AFFE) after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$66
|
$208
|
$362
|
$810
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 21% of the average value of its
portfolio.
Principal investment
strategies
The fund seeks to achieve its
investment objective by investing primarily in a combination of other Schwab Funds and Laudus Funds. The fund may also invest in unaffiliated third party mutual funds (referred to herein as unaffiliated funds and, together with Schwab Funds and
Laudus Funds, the underlying funds). The fund invests in the underlying funds in accordance with its target portfolio allocation. These underlying funds invest their assets directly in equity, fixed income, cash and cash equivalents (including money
market funds) in accordance with their own investment objectives and policies. The fund is managed based on the specific retirement date (target date) included in its name and assumes a retirement age of 65. The target date refers to the approximate
year an investor in the fund would plan to retire and likely would stop making new investments in the fund. The fund is designed for an investor who anticipates retiring at or about the target date and plans to withdraw the value of the
investor’s account in the fund gradually after retirement. As described below, the adviser will continue to modify the fund’s target asset allocation for 20 years beyond the target date.
The fund’s target asset allocation will
be adjusted annually based on the adviser’s asset allocation strategy; however, the adviser reserves
Schwab Target 2025 Fund
13
the right to modify the
fund’s target asset allocations from time to time should circumstances warrant a change. In general, the fund’s allocation to equity securities will decrease and its allocation to fixed income securities will increase as the fund
approaches its target date. The fund’s asset allocation as of the end of January, 2016 was approximately 63.2% equity securities, 33.4% fixed income securities, and 3.5% cash and cash equivalents (including money market funds). At the stated
target date, the fund’s allocation will be approximately 40% equity securities, 54% fixed income securities, and 6% cash and cash equivalents (including money market funds). The fund will continue to reduce its allocation to equity securities
for 20 years beyond the fund’s stated target date. At such time, the fund’s asset allocation will remain fixed at approximately 25% equity securities, 66% fixed income securities, and 9% cash and cash equivalents (including money market
funds).
In addition to the
strategic annual adjustment of the fund’s target asset allocation, the adviser may adjust the fund’s underlying fund allocations within a particular asset class based on the following considerations including, but not limited to, market
trends, its outlook for a given market capitalization, and the underlying funds’ performance in various market conditions. Accordingly, the fund’s allocation to a particular underlying fund may increase or decrease throughout the year.
Within the equity asset class, the fund will have exposure to one or more “style classes”. For example, the style classes include domestic large-cap equity, domestic small-cap equity, and international equity. The adviser may adjust the
fund’s allocation to a particular style class based on the following considerations: market trends, its outlook for a given style class, and the style classes’ performance in various market conditions. Accordingly, the fund’s
allocation to a particular style class within the equity asset class may increase or decrease throughout the year.
The fund intends to invest in a
combination of underlying funds; however, the fund may invest directly in equity and fixed income securities, exchange-traded funds (ETFs) and money market securities. For temporary defensive purposes during unusual economic or market conditions or
for liquidity purposes, the fund may invest up to 100% of its assets directly in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may not achieve its investment
objective.
Principal risks
The fund is subject to risks, any of which
could cause an investor to lose money. The fund's principal risks include:
Asset Allocation Risk.
The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the
fund to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of
interest may exist where the best interests of the affiliated
underlying fund may not be aligned with those of the fund or vice versa. However, the investment adviser is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Direct Investment Risk.
The fund may invest a portion of its assets directly in equity and fixed income securities, ETFs, and cash equivalents, including money market securities. The fund’s direct investment in these securities is subject
to the same or similar risks as an underlying fund’s investment in the same security.
Underlying Fund Investment Risk.
The value of your investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. The fund is
subject to the performance and expenses of the underlying funds in which it invests. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made
by those underlying funds. These risks include any combination of the risks described below, although the fund’s exposure to a particular risk will be proportionate to the fund’s overall asset allocation and underlying fund
allocation.
•
Investment Risk.
The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Management Risk.
Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make
poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired
results.
•
Fixed Income Risk.
Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank's monetary policy or improving economic
conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund's share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s
share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed
income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below
investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities.
14
Schwab
Target 2025 Fund
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Large-, Mid- and Small-Cap Risk.
Stocks of different market capitalizations tend to go in and out of favor based on market and economic conditions. Historically, small- and mid-cap stocks tend to
be more volatile than large-cap stocks, and small-cap stocks have been riskier than large- and mid-cap stocks. During a period when stocks of a particular market capitalization fall behind other types of investments — bonds or stocks of
another capitalization range, for instance — an underlying fund’s large-, mid- or small-cap holdings could reduce performance.
•
Money Market Risk.
The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type
of money market fund is designed to offer capital appreciation.
•
ETF Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's shares can result in
its value being more volatile than the underlying portfolio of securities.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may be
heightened in connection with investments in emerging markets.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund's use of derivatives could reduce the underlying fund's performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments
in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives
for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security.
•
Leverage Risk.
Certain underlying fund transactions, such as derivatives, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose
an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large
impact on the underlying fund.
•
Liquidity Risk.
An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a
loss.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
You may experience losses in the fund, including losses before,
at, or after the target date. There is no guarantee that the fund will be able to achieve its objective or provide adequate income at and through your retirement.
For more information on the risks of investing
in the fund and the underlying funds please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund's investment results have varied from year to year, and the following table shows how the fund's average annual total returns for various periods compared to those of two broad based indices and a composite index based on the fund’s
target allocations. This information provides some indication of the risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past
performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Schwab Target 2025 Fund
15
Annual total returns
(%) as of 12/31
Best quarter:
13.97% Q2 2009
Worst quarter:
(11.84%) Q3 2011
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
Since
Inception
(3/12/08)
|
Before
taxes
|
0.17%
|
7.67%
|
6.50%
|
After
taxes on distributions
|
(1.64%)
|
6.61%
|
5.66%
|
After
taxes on distributions and sale of shares
|
1.15%
|
5.81%
|
4.98%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Total Stock Market Index
|
0.44%
|
12.14%
|
8.33%
|
Barclays
U.S. Aggregate Bond Index
|
0.55%
|
3.25%
|
4.27%
|
Target
2025 Composite Index
1
|
0.28%
|
7.63%
|
5.90%
|
1
|
The Target 2025 Composite
Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on the 2025 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S.
Total Stock Market Index was replaced by a combination of the S&P 500
®
Index and the Russell 2000
®
Index. Effective October 1, 2015, the current composite is derived using the following portion allocations: 40.4% S& P 500 Index, 4.5% Russell
2000 Index, 15.9% MSCI EAFE Index (Net), 21.7% Barclays U.S. Aggregate Bond Index, 3.3% FTSE EPRA/NAREIT Global Index (Net), 1.3% Barclays U.S. Intermediate Aggregate Bond Index, 1.0% MSCI Emerging Markets Index (Net), 0.5% Barclays U.S. TIPS Index,
1.8% Citigroup Non-U.S. Dollar World Government Bond Index, 3.2% Barclays U.S. Government/Credit Index, 3.2% Barclays U.S. Government/Credit: 1-5 Years Index, and 3.3% Barclays U.S. Treasury Bills: 1-3 Months Index. The components that make up the
composite index may vary over time.
|
The after-tax figures reflect the highest
individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if you
hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other returns due to an
assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since February 2012.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund's transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The fund may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
16
Schwab
Target 2025 Fund
Investment objective
The fund seeks to provide capital appreciation
and income consistent with its current asset allocation.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
None
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.03
|
Acquired
fund fees and expenses (AFFE)
1
|
0.70
|
Total
fund annual operating expenses
1
|
0.73
|
Less
expense reduction
|
(0.03)
|
Total
annual fund operating expenses (including AFFE) after expense reduction
1,2
|
0.70
|
1
|
The total annual fund
operating expenses in the fee table may differ from the expense ratios in the fund's “Financial highlights” because the financial highlights include only the fund's direct operating expenses and do not include acquired fund fees and
expenses (AFFE), which reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds during its prior fiscal year.
|
2
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund's Board of Trustees. This agreement is limited to the fund's direct operating expenses and does not apply to AFFE.
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The
example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The figures are based on total annual fund
operating expenses (including AFFE) after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$72
|
$224
|
$390
|
$871
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 19% of the average value of its
portfolio.
Principal investment
strategies
The fund seeks to achieve its
investment objective by investing primarily in a combination of other Schwab Funds and Laudus Funds. The fund may also invest in unaffiliated third party mutual funds (referred to herein as unaffiliated funds and, together with Schwab Funds and
Laudus Funds, the underlying funds). The fund invests in the underlying funds in accordance with its target portfolio allocation. These underlying funds invest their assets directly in equity, fixed income, cash and cash equivalents (including money
market funds) in accordance with their own investment objectives and policies. The fund is managed based on the specific retirement date (target date) included in its name and assumes a retirement age of 65. The target date refers to the approximate
year an investor in the fund would plan to retire and likely would stop making new investments in the fund. The fund is designed for an investor who anticipates retiring at or about the target date and plans to withdraw the value of the
investor’s account in the fund gradually after retirement. As described below, the adviser will continue to modify the fund’s target asset allocation for 20 years beyond the target date.
The fund’s target asset allocation will
be adjusted annually based on the adviser’s asset allocation strategy; however, the adviser reserves
Schwab Target 2030 Fund
17
the right to modify the
fund’s target asset allocations from time to time should circumstances warrant a change. In general, the fund’s allocation to equity securities will decrease and its allocation to fixed income securities will increase as the fund
approaches its target date. The fund’s asset allocation as of the end of January, 2016 was approximately 71.6% equity securities, 25.5% fixed income securities, and 2.8% cash and cash equivalents (including money market funds). At the stated
target date, the fund’s allocation will be approximately 40% equity securities, 54% fixed income securities, and 6% cash and cash equivalents (including money market funds). The fund will continue to reduce its allocation to equity securities
for 20 years beyond the fund’s stated target date. At such time, the fund’s asset allocation will remain fixed at approximately 25% equity securities, 66% fixed income securities, and 9% cash and cash equivalents (including money market
funds).
In addition to the
strategic annual adjustment of the fund’s target asset allocation, the adviser may adjust the fund’s underlying fund allocations within a particular asset class based on the following considerations including, but not limited to, market
trends, its outlook for a given market capitalization, and the underlying funds’ performance in various market conditions. Accordingly, the fund’s allocation to a particular underlying fund may increase or decrease throughout the year.
Within the equity asset class, the fund will have exposure to one or more “style classes”. For example, the style classes include domestic large-cap equity, domestic small-cap equity, and international equity. The adviser may adjust the
fund’s allocation to a particular style class based on the following considerations: market trends, its outlook for a given style class, and the style classes’ performance in various market conditions. Accordingly, the fund’s
allocation to a particular style class within the equity asset class may increase or decrease throughout the year.
The fund intends to invest in a
combination of underlying funds; however, the fund may invest directly in equity and fixed income securities, exchange-traded funds (ETFs) and money market securities. For temporary defensive purposes during unusual economic or market conditions or
for liquidity purposes, the fund may invest up to 100% of its assets directly in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may not achieve its investment
objective.
Principal risks
The fund is subject to risks, any of which
could cause an investor to lose money. The fund's principal risks include:
Asset Allocation Risk.
The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the
fund to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of
interest may exist where the best interests of the affiliated
underlying fund may not be aligned with those of the fund or vice versa. However, the investment adviser is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Direct Investment Risk.
The fund may invest a portion of its assets directly in equity and fixed income securities, ETFs, and cash equivalents, including money market securities. The fund’s direct investment in these securities is subject
to the same or similar risks as an underlying fund’s investment in the same security.
Underlying Fund Investment Risk.
The value of your investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. The fund is
subject to the performance and expenses of the underlying funds in which it invests. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made
by those underlying funds. These risks include any combination of the risks described below, although the fund’s exposure to a particular risk will be proportionate to the fund’s overall asset allocation and underlying fund
allocation.
•
Investment Risk.
The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Management Risk.
Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make
poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired
results.
•
Fixed Income Risk.
Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank's monetary policy or improving economic
conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund's share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s
share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed
income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below
investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities.
18
Schwab
Target 2030 Fund
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Large-, Mid- and Small-Cap Risk.
Stocks of different market capitalizations tend to go in and out of favor based on market and economic conditions. Historically, small- and mid-cap stocks tend to
be more volatile than large-cap stocks, and small-cap stocks have been riskier than large- and mid-cap stocks. During a period when stocks of a particular market capitalization fall behind other types of investments — bonds or stocks of
another capitalization range, for instance — an underlying fund’s large-, mid- or small-cap holdings could reduce performance.
•
Money Market Risk.
The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type
of money market fund is designed to offer capital appreciation.
•
ETF Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's shares can result in
its value being more volatile than the underlying portfolio of securities.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may be
heightened in connection with investments in emerging markets.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund's use of derivatives could reduce the underlying fund's performance, increase volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in
derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for
hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security.
•
Leverage Risk.
Certain underlying fund transactions, such as derivatives, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose
an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large
impact on the underlying fund.
•
Liquidity Risk.
An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a
loss.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
You may experience losses in the fund, including losses before,
at, or after the target date. There is no guarantee that the fund will be able to achieve its objective or provide adequate income at and through your retirement.
For more information on the risks of investing
in the fund and the underlying funds please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund's investment results have varied from year to year, and the following table shows how the fund's average annual total returns for various periods compared to those of two broad based indices and a composite index based on the fund’s
target allocations. This information provides some indication of the risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past
performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Schwab Target 2030 Fund
19
Annual total returns
(%) as of 12/31
Best quarter:
14.89% Q2 2009
Worst quarter:
(15.25%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
0.04%
|
8.10%
|
5.97%
|
After
taxes on distributions
|
(2.23%)
|
7.06%
|
5.15%
|
After
taxes on distributions and sale of shares
|
1.46%
|
6.19%
|
4.59%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Total Stock Market Index
|
0.44%
|
12.14%
|
7.48%
|
Barclays
U.S. Aggregate Bond Index
|
0.55%
|
3.25%
|
4.51%
|
Target
2030 Composite Index
1
|
0.14%
|
8.09%
|
6.19%
|
1
|
The Target 2030 Composite
Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on the 2030 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S.
Total Stock Market Index was replaced by a combination of the S&P 500
®
Index and the Russell 2000
®
Index. Effective October 1, 2015, the current composite is derived using the following portion allocations: 44.6% S& P 500 Index, 5.5% Russell
2000 Index, 17.9% MSCI EAFE Index (Net), 16.1% Barclays U.S. Aggregate Bond Index, 3.7% FTSE EPRA/NAREIT Global Index (Net), 1.3% Barclays U.S. Intermediate Aggregate Bond Index, 1.5% MSCI Emerging Markets Index (Net), 1.6% Citigroup Non-U.S. Dollar
World Government Bond Index, 3.2% Barclays U.S. Government/Credit Index, 1.9% Barclays U.S. Government/Credit: 1-5 Years Index, and 2.7% Barclays U.S. Treasury Bills: 1-3 Months Index. The components that make up the composite index may vary over
time.
|
The after-tax
figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns
are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other
returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since February 2012.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund's transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The fund may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
20
Schwab
Target 2030 Fund
Investment objective
The fund seeks to provide capital appreciation
and income consistent with its current asset allocation.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
None
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.05
|
Acquired
fund fees and expenses (AFFE)
1
|
0.74
|
Total
fund annual operating expenses
1
|
0.79
|
Less
expense reduction
|
(0.05)
|
Total
annual fund operating expenses (including AFFE) after expense reduction
1,2
|
0.74
|
1
|
The total annual fund
operating expenses in the fee table may differ from the expense ratios in the fund's “Financial highlights” because the financial highlights include only the fund's direct operating expenses and do not include acquired fund fees and
expenses (AFFE), which reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds during its prior fiscal year.
|
2
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund's Board of Trustees. This agreement is limited to the fund's direct operating expenses and does not apply to AFFE.
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The
example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The figures are based on total annual fund
operating expenses (including AFFE) after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$76
|
$237
|
$411
|
$918
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 14% of the average value of its
portfolio.
Principal investment
strategies
The fund seeks to achieve its
investment objective by investing primarily in a combination of other Schwab Funds and Laudus Funds. The fund may also invest in unaffiliated third party mutual funds (referred to herein as unaffiliated funds and, together with Schwab Funds and
Laudus Funds, the underlying funds). The fund invests in the underlying funds in accordance with its target portfolio allocation. These underlying funds invest their assets directly in equity, fixed income, cash and cash equivalents (including money
market funds) in accordance with their own investment objectives and policies. The fund is managed based on the specific retirement date (target date) included in its name and assumes a retirement age of 65. The target date refers to the approximate
year an investor in the fund would plan to retire and likely would stop making new investments in the fund. The fund is designed for an investor who anticipates retiring at or about the target date and plans to withdraw the value of the
investor’s account in the fund gradually after retirement. As described below, the adviser will continue to modify the fund’s target asset allocation for 20 years beyond the target date.
The fund’s target asset allocation will
be adjusted annually based on the adviser’s asset allocation strategy; however, the adviser reserves
Schwab Target 2035 Fund
21
the right to modify the
fund’s target asset allocations from time to time should circumstances warrant a change. In general, the fund’s allocation to equity securities will decrease and its allocation to fixed income securities will increase as the fund
approaches its target date. The fund’s asset allocation as of the end of January, 2016 was approximately 78.7% equity securities, 18.9% fixed income securities, and 2.4% cash and cash equivalents (including money market funds). At the stated
target date, the fund’s allocation will be approximately 40% equity securities, 54% fixed income securities, and 6% cash and cash equivalents (including money market funds). The fund will continue to reduce its allocation to equity securities
for 20 years beyond the fund’s stated target date. At such time, the fund’s asset allocation will remain fixed at approximately 25% equity securities, 66% fixed income securities, and 9% cash and cash equivalents (including money market
funds).
In addition to the
strategic annual adjustment of the fund’s target asset allocation, the adviser may adjust the fund’s underlying fund allocations within a particular asset class based on the following considerations including, but not limited to, market
trends, its outlook for a given market capitalization, and the underlying funds’ performance in various market conditions. Accordingly, the fund’s allocation to a particular underlying fund may increase or decrease throughout the year.
Within the equity asset class, the fund will have exposure to one or more “style classes”. For example, the style classes include domestic large-cap equity, domestic small-cap equity, and international equity. The adviser may adjust the
fund’s allocation to a particular style class based on the following considerations: market trends, its outlook for a given style class, and the style classes’ performance in various market conditions. Accordingly, the fund’s
allocation to a particular style class within the equity asset class may increase or decrease throughout the year.
The fund intends to invest in a
combination of underlying funds; however, the fund may invest directly in equity and fixed income securities, exchange-traded funds (ETFs) and money market securities. For temporary defensive purposes during unusual economic or market conditions or
for liquidity purposes, the fund may invest up to 100% of its assets directly in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may not achieve its investment
objective.
Principal risks
The fund is subject to risks, any of which
could cause an investor to lose money. The fund's principal risks include:
Asset Allocation Risk.
The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the
fund to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of
interest may exist where the best interests of the affiliated
underlying fund may not be aligned with those of the fund or vice versa. However, the investment adviser is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Direct Investment Risk.
The fund may invest a portion of its assets directly in equity and fixed income securities, ETFs, and cash equivalents, including money market securities. The fund’s direct investment in these securities is subject
to the same or similar risks as an underlying fund’s investment in the same security.
Underlying Fund Investment Risk.
The value of your investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. The fund is
subject to the performance and expenses of the underlying funds in which it invests. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made
by those underlying funds. These risks include any combination of the risks described below, although the fund’s exposure to a particular risk will be proportionate to the fund’s overall asset allocation and underlying fund
allocation.
•
Investment Risk.
The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Management Risk.
Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make
poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired
results.
•
Fixed Income Risk.
Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank's monetary policy or improving economic
conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund's share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s
share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed
income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below
investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities.
22
Schwab
Target 2035 Fund
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Large-, Mid- and Small-Cap Risk.
Stocks of different market capitalizations tend to go in and out of favor based on market and economic conditions. Historically, small- and mid-cap stocks tend to
be more volatile than large-cap stocks, and small-cap stocks have been riskier than large- and mid-cap stocks. During a period when stocks of a particular market capitalization fall behind other types of investments — bonds or stocks of
another capitalization range, for instance — an underlying fund’s large-, mid- or small-cap holdings could reduce performance.
•
Money Market Risk.
The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type
of money market fund is designed to offer capital appreciation.
•
ETF Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's shares can result in
its value being more volatile than the underlying portfolio of securities.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may be
heightened in connection with investments in emerging markets.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund's use of derivatives could reduce the underlying fund's performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments
in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives
for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security.
•
Leverage Risk.
Certain underlying fund transactions, such as derivatives, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose
an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large
impact on the underlying fund.
•
Liquidity Risk.
An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a
loss.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
You may experience losses in the fund, including losses before,
at, or after the target date. There is no guarantee that the fund will be able to achieve its objective or provide adequate income at and through your retirement.
For more information on the risks of investing
in the fund and the underlying funds please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund's investment results have varied from year to year, and the following table shows how the fund's average annual total returns for various periods compared to those of two broad based indices and a composite index based on the fund’s
target allocations. This information provides some indication of the risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past
performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Schwab Target 2035 Fund
23
Annual total returns
(%) as of 12/31
Best quarter:
15.65% Q2 2009
Worst quarter:
(14.44%) Q3 2011
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
Since
Inception
(3/12/08)
|
Before
taxes
|
(0.10%)
|
8.55%
|
6.98%
|
After
taxes on distributions
|
(2.10%)
|
7.47%
|
6.15%
|
After
taxes on distributions and sale of shares
|
1.21%
|
6.57%
|
5.42%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Total Stock Market Index
|
0.44%
|
12.14%
|
8.33%
|
Barclays
U.S. Aggregate Bond Index
|
0.55%
|
3.25%
|
4.27%
|
Target
2035 Composite Index
1
|
(0.01%)
|
8.54%
|
6.38%
|
1
|
The Target 2035 Composite
Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on the 2035 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S.
Total Stock Market Index was replaced by a combination of the S&P 500
®
Index and the Russell 2000
®
Index. Effective October 1, 2015, the current composite is derived using the following portion allocations: 47.8% S& P 500 Index, 6.5% Russell
2000 Index, 19.6% MSCI EAFE Index (Net), 11.2% Barclays U.S. Aggregate Bond Index, 4.0% FTSE EPRA/NAREIT Global Index (Net), 1.3% Barclays U.S. Intermediate Aggregate Bond Index, 2.1% MSCI Emerging Markets Index (Net), 1.3% Citigroup Non-U.S. Dollar
World Government Bond Index, 2.9% Barclays U.S. Government/Credit Index, 1.0% Barclays U.S. Government/Credit: 1-5 Years Index, and 2.4% Barclays U.S. Treasury Bills: 1-3 Months Index. The components that make up the composite index may vary over
time.
|
The after-tax
figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns
are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other
returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since February 2012.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund's transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The fund may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
24
Schwab
Target 2035 Fund
Investment objective
The fund seeks to provide capital appreciation
and income consistent with its current asset allocation.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
None
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.03
|
Acquired
fund fees and expenses (AFFE)
1
|
0.77
|
Total
fund annual operating expenses
1
|
0.80
|
Less
expense reduction
|
(0.03)
|
Total
annual fund operating expenses (including AFFE) after expense reduction
1,2
|
0.77
|
1
|
The total annual fund
operating expenses in the fee table may differ from the expense ratios in the fund's “Financial highlights” because the financial highlights include only the fund's direct operating expenses and do not include acquired fund fees and
expenses (AFFE), which reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds during its prior fiscal year.
|
2
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund's Board of Trustees. This agreement is limited to the fund's direct operating expenses and does not apply to AFFE.
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The
example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The figures are based on total annual fund
operating expenses (including AFFE) after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$79
|
$246
|
$428
|
$954
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 13% of the average value of its
portfolio.
Principal investment
strategies
The fund seeks to achieve its
investment objective by investing primarily in a combination of other Schwab Funds and Laudus Funds. The fund may also invest in unaffiliated third party mutual funds (referred to herein as unaffiliated funds and, together with Schwab Funds and
Laudus Funds, the underlying funds). The fund invests in the underlying funds in accordance with its target portfolio allocation. These underlying funds invest their assets directly in equity, fixed income, cash and cash equivalents (including money
market funds) in accordance with their own investment objectives and policies. The fund is managed based on the specific retirement date (target date) included in its name and assumes a retirement age of 65. The target date refers to the approximate
year an investor in the fund would plan to retire and likely would stop making new investments in the fund. The fund is designed for an investor who anticipates retiring at or about the target date and plans to withdraw the value of the
investor’s account in the fund gradually after retirement. As described below, the adviser will continue to modify the fund’s target asset allocation for 20 years beyond the target date.
The fund’s target asset allocation will
be adjusted annually based on the adviser’s asset allocation strategy; however, the adviser reserves
Schwab Target 2040 Fund
25
the right to modify the
fund’s target asset allocations from time to time should circumstances warrant a change. In general, the fund’s allocation to equity securities will decrease and its allocation to fixed income securities will increase as the fund
approaches its target date. The fund’s asset allocation as of the end of January, 2016 was approximately 85.4% equity securities, 12.4% fixed income securities, and 2.2% cash and cash equivalents (including money market funds). At the stated
target date, the fund’s allocation will be approximately 40% equity securities, 54% fixed income securities, and 6% cash and cash equivalents (including money market funds). The fund will continue to reduce its allocation to equity securities
for 20 years beyond the fund’s stated target date. At such time, the fund’s asset allocation will remain fixed at approximately 25% equity securities, 66% fixed income securities, and 9% cash and cash equivalents (including money market
funds).
In addition to the
strategic annual adjustment of the fund’s target asset allocation, the adviser may adjust the fund’s underlying fund allocations within a particular asset class based on the following considerations including, but not limited to, market
trends, its outlook for a given market capitalization, and the underlying funds’ performance in various market conditions. Accordingly, the fund’s allocation to a particular underlying fund may increase or decrease throughout the year.
Within the equity asset class, the fund will have exposure to one or more “style classes”. For example, the style classes include domestic large-cap equity, domestic small-cap equity, and international equity. The adviser may adjust the
fund’s allocation to a particular style class based on the following considerations: market trends, its outlook for a given style class, and the style classes’ performance in various market conditions. Accordingly, the fund’s
allocation to a particular style class within the equity asset class may increase or decrease throughout the year.
The fund intends to invest in a
combination of underlying funds; however, the fund may invest directly in equity and fixed income securities, exchange-traded funds (ETFs) and money market securities. For temporary defensive purposes during unusual economic or market conditions or
for liquidity purposes, the fund may invest up to 100% of its assets directly in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may not achieve its investment
objective.
Principal risks
The fund is subject to risks, any of which
could cause an investor to lose money. The fund's principal risks include:
Asset Allocation Risk.
The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the
fund to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of
interest may exist where the best interests of the affiliated
underlying fund may not be aligned with those of the fund or vice versa. However, the investment adviser is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Direct Investment Risk.
The fund may invest a portion of its assets directly in equity and fixed income securities, ETFs, and cash equivalents, including money market securities. The fund’s direct investment in these securities is subject
to the same or similar risks as an underlying fund’s investment in the same security.
Underlying Fund Investment Risk.
The value of your investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. The fund is
subject to the performance and expenses of the underlying funds in which it invests. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made
by those underlying funds. These risks include any combination of the risks described below, although the fund’s exposure to a particular risk will be proportionate to the fund’s overall asset allocation and underlying fund
allocation.
•
Investment Risk.
The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Management Risk.
Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make
poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired
results.
•
Fixed Income Risk.
Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank's monetary policy or improving economic
conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund's share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s
share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed
income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below
investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities.
26
Schwab
Target 2040 Fund
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Large-, Mid- and Small-Cap Risk.
Stocks of different market capitalizations tend to go in and out of favor based on market and economic conditions. Historically, small- and mid-cap stocks tend to
be more volatile than large-cap stocks, and small-cap stocks have been riskier than large- and mid-cap stocks. During a period when stocks of a particular market capitalization fall behind other types of investments — bonds or stocks of
another capitalization range, for instance — an underlying fund’s large-, mid- or small-cap holdings could reduce performance.
•
Money Market Risk.
The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type
of money market fund is designed to offer capital appreciation.
•
ETF Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's shares can result in
its value being more volatile than the underlying portfolio of securities.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may be
heightened in connection with investments in emerging markets.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund's use of derivatives could reduce the underlying fund's performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments
in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives
for hedging rather than to enhance the underlying fund's returns or as a substitute for a position or security.
•
Leverage Risk.
Certain underlying fund transactions, such as derivatives, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose
an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large
impact on the underlying fund.
•
Liquidity Risk.
An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a
loss.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
You may experience losses in the fund, including losses before,
at, or after the target date. There is no guarantee that the fund will be able to achieve its objective or provide adequate income at and through your retirement.
For more information on the risks of investing
in the fund and the underlying funds please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund's investment results have varied from year to year, and the following table shows how the fund's average annual total returns for various periods compared to those of two broad based indices and a composite index based on the fund’s
target allocations. This information provides some indication of the risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past
performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Schwab Target 2040 Fund
27
Annual total returns
(%) as of 12/31
Best quarter:
16.53% Q2 2009
Worst quarter:
(16.81%) Q4 2008
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
5
years
|
10
years
|
Before
taxes
|
(0.18%)
|
8.89%
|
6.40%
|
After
taxes on distributions
|
(2.55%)
|
7.81%
|
5.61%
|
After
taxes on distributions and sale of shares
|
1.52%
|
6.87%
|
5.00%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Total Stock Market Index
|
0.44%
|
12.14%
|
7.48%
|
Barclays
U.S. Aggregate Bond Index
|
0.55%
|
3.25%
|
4.51%
|
Target
2040 Composite Index
1
|
(0.18%)
|
8.84%
|
6.48%
|
1
|
The Target 2040 Composite
Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on the 2040 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S.
Total Stock Market Index was replaced by a combination of the S&P 500
®
Index and the Russell 2000
®
Index. Effective October 1, 2015, the current composite is derived using the following portion allocations: 50.6% S& P 500 Index, 7.6% Russell
2000 Index, 21.2% MSCI EAFE Index (Net), 6.8% Barclays U.S. Aggregate Bond Index, 4.3% FTSE EPRA/NAREIT Global Index (Net), 1.0% Barclays U.S. Intermediate Aggregate Bond Index, 2.7% MSCI Emerging Markets Index (Net), 0.9% Citigroup Non-U.S. Dollar
World Government Bond Index, 2.2% Barclays U.S. Government/Credit Index, 0.4% Barclays U.S. Government/Credit: 1-5 Years Index, and 2.1% Barclays U.S. Treasury Bills: 1-3 Months Index. The components that make up the composite index may vary over
time.
|
The after-tax
figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns
are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other
returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since February 2012.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund's transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The fund may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
28
Schwab
Target 2040 Fund
Investment objective
The fund seeks to provide capital appreciation
and income consistent with its current asset allocation.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
None
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.20
|
Acquired
fund fees and expenses (AFFE)
1
|
0.79
|
Total
fund annual operating expenses
1
|
0.99
|
Less
expense reduction
|
(0.20)
|
Total
annual fund operating expenses (including AFFE) after expense reduction
1,2
|
0.79
|
1
|
The total annual fund
operating expenses in the fee table may differ from the expense ratios in the fund's “Financial highlights” because the financial highlights include only the fund's direct operating expenses and do not include acquired fund fees and
expenses (AFFE), which reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds during its prior fiscal year.
|
2
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund's Board of Trustees. This agreement is limited to the fund's direct operating expenses and does not apply to AFFE.
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The
example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The figures are based on total annual fund
operating expenses (including AFFE) after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$81
|
$252
|
$439
|
$978
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal period, the fund's portfolio turnover rate was 10% of the average value of its
portfolio.
Principal investment
strategies
The fund seeks to achieve its
investment objective by investing primarily in a combination of other Schwab Funds and Laudus Funds. The fund may also invest in unaffiliated third party mutual funds (referred to herein as unaffiliated funds and, together with Schwab Funds and
Laudus Funds, the underlying funds). The fund invests in the underlying funds in accordance with its target portfolio allocation. These underlying funds invest their assets directly in equity, fixed income, cash and cash equivalents (including money
market funds) in accordance with their own investment objectives and policies. The fund is managed based on the specific retirement date (target date) included in its name and assumes a retirement age of 65. The target date refers to the approximate
year an investor in the fund would plan to retire and likely would stop making new investments in the fund. The fund is designed for an investor who anticipates retiring at or about the target date and plans to withdraw the value of the
investor’s account in the fund gradually after retirement. As described below, the adviser will continue to modify the fund’s target asset allocation for 20 years beyond the target date.
The fund’s target asset allocation will
be adjusted annually based on the adviser’s asset allocation strategy; however, the adviser reserves
Schwab Target 2045 Fund
29
the right to modify the
fund’s target asset allocations from time to time should circumstances warrant a change. In general, the fund’s allocation to equity securities will decrease and its allocation to fixed income securities will increase as the fund
approaches its target date. The fund’s asset allocation as of the end of January, 2016 was approximately 89.4% equity securities, 8.5% fixed income securities, and 2.1% cash and cash equivalents (including money market funds). At the stated
target date, the fund’s allocation will be approximately 40% equity securities, 54% fixed income securities, and 6% cash and cash equivalents (including money market funds). The fund will continue to reduce its allocation to equity securities
for 20 years beyond the fund’s stated target date. At such time, the fund’s asset allocation will remain fixed at approximately 25% equity securities, 66% fixed income securities, and 9% cash and cash equivalents (including money market
funds).
In addition to the
strategic annual adjustment of the fund’s target asset allocation, the adviser may adjust the fund’s underlying fund allocations within a particular asset class based on the following considerations, including, but not limited to, market
trends, its outlook for a given market capitalization, and the underlying funds’ performance in various market conditions. Accordingly, the fund’s allocation to a particular underlying fund may increase or decrease throughout the year.
Within the equity asset class, the fund will have exposure to one or more “style classes”. For example, the style classes include domestic large-cap equity, domestic small-cap equity, and international equity. The adviser may adjust the
fund’s allocation to a particular style class based on the following considerations: market trends, its outlook for a given style class, and the style classes’ performance in various market conditions. Accordingly, the fund’s
allocation to a particular style class within the equity asset class may increase or decrease throughout the year.
The fund intends to invest in a
combination of underlying funds; however, the fund may invest directly in equity and fixed income securities, exchange-traded funds (ETFs) and money market securities. For temporary defensive purposes during unusual economic or market conditions or
for liquidity purposes, the fund may invest up to 100% of its assets directly in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may not achieve its investment
objective.
Principal risks
The fund is subject to risks, any of which
could cause an investor to lose money. The fund's principal risks include:
Asset Allocation Risk.
The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the
fund to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of interest may exist where the best interests of the affiliated
underlying fund may not be aligned with those of the fund or
vice versa. However, the investment adviser is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Direct Investment Risk.
The fund may invest a portion of its assets directly in equity and fixed income securities, ETFs, and cash equivalents, including money market securities. The fund’s direct investment in these securities is
subject to the same or similar risks as an underlying fund’s investment in the same security.
Underlying Fund Investment Risk.
The value of your investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. The fund is
subject to the performance and expenses of the underlying funds in which it invests. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made
by those underlying funds. These risks include any combination of the risks described below, although the fund’s exposure to a particular risk will be proportionate to the fund’s overall asset allocation and underlying fund
allocation.
•
Investment Risk.
The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Management Risk.
Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make
poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired
results.
•
Fixed Income Risk.
Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank's monetary policy or improving economic
conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund's share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s
share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed
income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below
investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities.
30
Schwab
Target 2045 Fund
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Large-, Mid- and Small-Cap Risk.
Stocks of different market capitalizations tend to go in and out of favor based on market and economic conditions. Historically, small- and mid-cap stocks tend to
be more volatile than large-cap stocks, and small-cap stocks have been riskier than large- and mid-cap stocks. During a period when stocks of a particular market capitalization fall behind other types of investments — bonds or stocks of
another capitalization range, for instance — an underlying fund’s large-, mid- or small-cap holdings could reduce performance.
•
Money Market Risk.
The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type
of money market fund is designed to offer capital appreciation.
•
ETF Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's shares can result in
its value being more volatile than the underlying portfolio of securities.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may be
heightened in connection with investments in emerging markets.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund's use of derivatives could reduce the underlying fund's performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments
in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives
for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security.
•
Leverage Risk.
Certain underlying fund transactions, such as derivatives, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose
an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large
impact on the underlying fund.
•
Liquidity Risk.
An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a
loss.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
You may experience losses in the fund, including losses before,
at, or after the target date. There is no guarantee that the fund will be able to achieve its objective or provide adequate income at and through your retirement.
For more information on the risks of investing
in the fund and the underlying funds please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund's investment results have varied from year to year, and the following table shows how the fund's average annual total returns for various periods compared to those of two broad based indices and a composite index based on the fund’s
target allocations. This information provides some indication of the risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past
performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Schwab Target 2045 Fund
31
Annual total returns
(%) as of 12/31
Best quarter:
4.54% Q4 2015
Worst quarter:
(7.47%) Q3 2015
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
Since
Inception
(1/23/13)
|
Before
taxes
|
(0.21%)
|
9.19%
|
After
taxes on distributions
|
(1.60%)
|
8.09%
|
After
taxes on distributions and sale of shares
|
0.85%
|
6.96%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
Dow
Jones U.S. Total Stock Market Index
|
0.44%
|
13.09%
|
Barclays
U.S. Aggregate Bond Index
|
0.55%
|
1.53%
|
Target
2045 Composite Index
1
|
(0.28%)
|
9.31%
|
1
|
The Target 2045 Composite
Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on the 2045 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S.
Total Stock Market Index was replaced by a combination of the S&P 500
®
Index and the Russell 2000
®
Index. Effective October 1, 2015, the current composite is derived using the following portion allocations: 52.0% S& P 500 Index, 8.3% Russell
2000 Index, 22.1% MSCI EAFE Index (Net), 4.6% Barclays U.S. Aggregate Bond Index, 4.5% FTSE EPRA/NAREIT Global Index (Net), 0.8% Barclays U.S. Intermediate Aggregate Bond Index, 3.0% MSCI Emerging Markets Index (Net), 0.7% Citigroup Non-U.S. Dollar
World Government Bond Index, 1.7% Barclays U.S. Government/Credit Index, 0.2% Barclays U.S. Government/Credit: 1-5 Years Index, and 2.1% Barclays U.S. Treasury Bills: 1-3 Months Index. The components that make up the composite index may vary over
time.
|
The after-tax
figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns
are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other
returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since inception.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund's transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The fund may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
32
Schwab
Target 2045 Fund
Investment objective
The fund seeks to provide capital appreciation
and income consistent with its current asset allocation.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
None
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.25
|
Acquired
fund fees and expenses (AFFE)
1
|
0.81
|
Total
fund annual operating expenses
1
|
1.06
|
Less
expense reduction
|
(0.25)
|
Total
annual fund operating expenses (including AFFE) after expense reduction
1,2
|
0.81
|
1
|
The total annual fund
operating expenses in the fee table may differ from the expense ratios in the fund's “Financial highlights” because the financial highlights include only the fund's direct operating expenses and do not include acquired fund fees and
expenses (AFFE), which reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds during its prior fiscal year.
|
2
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund's Board of Trustees. This agreement is limited to the fund's direct operating expenses and does not apply to AFFE.
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The
example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The figures are based on total annual fund
operating expenses (including AFFE) after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$83
|
$259
|
$450
|
$1,002
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal period, the fund's portfolio turnover rate was 8% of the average value of its
portfolio.
Principal investment
strategies
The fund seeks to achieve its
investment objective by investing primarily in a combination of other Schwab Funds and Laudus Funds. The fund may also invest in unaffiliated third party mutual funds (referred to herein as unaffiliated funds and, together with Schwab Funds and
Laudus Funds, the underlying funds). The fund invests in the underlying funds in accordance with its target portfolio allocation. These underlying funds invest their assets directly in equity, fixed income, cash and cash equivalents (including money
market funds) in accordance with their own investment objectives and policies. The fund is managed based on the specific retirement date (target date) included in its name and assumes a retirement age of 65. The target date refers to the approximate
year an investor in the fund would plan to retire and likely would stop making new investments in the fund. The fund is designed for an investor who anticipates retiring at or about the target date and plans to withdraw the value of the
investor’s account in the fund gradually after retirement. As described below, the adviser will continue to modify the fund’s target asset allocation for 20 years beyond the target date.
The fund’s target asset allocation will
be adjusted annually based on the adviser’s asset allocation strategy; however, the adviser reserves
Schwab Target 2050 Fund
33
the right to modify the
fund’s target asset allocations from time to time should circumstances warrant a change. In general, the fund’s allocation to equity securities will decrease and its allocation to fixed income securities will increase as the fund
approaches its target date. The fund’s asset allocation as of the end of January, 2016 was approximately 92.0% equity securities, 6.0% fixed income securities, and 2.0% cash and cash equivalents (including money market funds). At the stated
target date, the fund’s allocation will be approximately 40% equity securities, 54% fixed income securities, and 6% cash and cash equivalents (including money market funds). The fund will continue to reduce its allocation to equity securities
for 20 years beyond the fund’s stated target date. At such time, the fund’s asset allocation will remain fixed at approximately 25% equity securities, 66% fixed income securities, and 9% cash and cash equivalents (including money market
funds).
In addition to the
strategic annual adjustment of the fund’s target asset allocation, the adviser may adjust the fund’s underlying fund allocations within a particular asset class based on the following considerations, including, but not limited to, market
trends, its outlook for a given market capitalization, and the underlying funds’ performance in various market conditions. Accordingly, the fund’s allocation to a particular underlying fund may increase or decrease throughout the year.
Within the equity asset class, the fund will have exposure to one or more “style classes”. For example, the style classes include domestic large-cap equity, domestic small-cap equity, and international equity. The adviser may adjust the
fund’s allocation to a particular style class based on the following considerations: market trends, its outlook for a given style class, and the style classes’ performance in various market conditions. Accordingly, the fund’s
allocation to a particular style class within the equity asset class may increase or decrease throughout the year.
The fund intends to invest in a
combination of underlying funds; however, the fund may invest directly in equity and fixed income securities, exchange-traded funds (ETFs) and money market securities. For temporary defensive purposes during unusual economic or market conditions or
for liquidity purposes, the fund may invest up to 100% of its assets directly in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may not achieve its investment
objective.
Principal risks
The fund is subject to risks, any of which
could cause an investor to lose money. The fund's principal risks include:
Asset Allocation Risk.
The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the
fund to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of interest may exist where the best interests of the affiliated
underlying fund may not be aligned with those of the fund or
vice versa. However, the investment adviser is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Direct Investment Risk.
The fund may invest a portion of its assets directly in equity and fixed income securities, ETFs, and cash equivalents, including money market securities. The fund’s direct investment in these securities is
subject to the same or similar risks as an underlying fund’s investment in the same security.
Underlying Fund Investment Risk.
The value of your investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. The fund is
subject to the performance and expenses of the underlying funds in which it invests. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made
by those underlying funds. These risks include any combination of the risks described below, although the fund’s exposure to a particular risk will be proportionate to the fund’s overall asset allocation and underlying fund
allocation.
•
Investment Risk.
The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Management Risk.
Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make
poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired
results.
•
Fixed Income Risk.
Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank's monetary policy or improving economic
conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund's share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s
share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed
income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below
investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities.
34
Schwab
Target 2050 Fund
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Large-, Mid- and Small-Cap Risk.
Stocks of different market capitalizations tend to go in and out of favor based on market and economic conditions. Historically, small- and mid-cap stocks tend to
be more volatile than large-cap stocks, and small-cap stocks have been riskier than large- and mid-cap stocks. During a period when stocks of a particular market capitalization fall behind other types of investments — bonds or stocks of
another capitalization range, for instance — an underlying fund’s large-, mid- or small-cap holdings could reduce performance.
•
Money Market Risk.
The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type
of money market fund is designed to offer capital appreciation.
•
ETF Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's shares can result in
its value being more volatile than the underlying portfolio of securities.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may be
heightened in connection with investments in emerging markets.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund's use of derivatives could reduce the underlying fund's performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments
in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives
for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security.
•
Leverage Risk.
Certain underlying fund transactions, such as derivatives, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose
an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large
impact on the underlying fund.
•
Liquidity Risk.
An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a
loss.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
You may experience losses in the fund, including losses before,
at, or after the target date. There is no guarantee that the fund will be able to achieve its objective or provide adequate income at and through your retirement.
For more information on the risks of investing
in the fund and the underlying funds please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund's investment results have varied from year to year, and the following table shows how the fund's average annual total returns for various periods compared to that of two broad based indices and a composite index based on the fund’s
target allocations. This information provides some indication of the risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past
performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Schwab Target 2050 Fund
35
Annual total returns
(%) as of 12/31
Best quarter:
4.77% Q4 2015
Worst quarter:
(7.79%) Q3 2015
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
Since
Inception
(1/23/13)
|
Before
taxes
|
(0.21%)
|
9.45%
|
After
taxes on distributions
|
(1.60%)
|
8.36%
|
After
taxes on distributions and sale of shares
|
0.86%
|
7.17%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
Dow
Jones U.S. Total Stock Market Index
|
0.44%
|
13.09%
|
Barclays
U.S. Aggregate Bond Index
|
0.55%
|
1.53%
|
Target
2050 Composite Index
1
|
(0.36%)
|
9.51%
|
1
|
The Target 2050 Composite
Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on the 2050 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S.
Total Stock Market Index was replaced by a combination of the S&P 500
®
Index and the Russell 2000
®
Index. Effective October 1, 2015, the current composite is derived using the following portion allocations: 52.9% S& P 500 Index, 8.9% Russell
2000 Index, 22.8% MSCI EAFE Index (Net), 3.1% Barclays U.S. Aggregate Bond Index, 4.6% FTSE EPRA/NAREIT Global Index (Net), 0.6% Barclays U.S. Intermediate Aggregate Bond Index, 3.3% MSCI Emerging Markets Index (Net), 0.5% Citigroup Non-U.S. Dollar
World Government Bond Index, 1.2% Barclays U.S. Government/Credit Index, 0.1% Barclays U.S. Government/Credit: 1-5 Years Index, and 2.0% Barclays U.S. Treasury Bills: 1-3 Months Index. The components that make up the composite index may vary over
time.
|
The after-tax
figures reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns
are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other
returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since inception.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund's transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The fund may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
36
Schwab
Target 2050 Fund
Investment objective
The fund seeks to provide capital appreciation
and income consistent with its current asset allocation.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund.
Shareholder
fees
(fees paid directly from your investment)
|
Redemption
fee (as a % of the amount sold or exchanged within 30 days of purchase)
|
2.00
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
None
|
Distribution
(12b-1) fees
|
None
|
Other
expenses
|
0.44
|
Acquired
fund fees and expenses (AFFE)
1
|
0.82
|
Total
fund annual operating expenses
1
|
1.26
|
Less
expense reduction
|
(0.44)
|
Total
annual fund operating expenses (including AFFE) after expense reduction
1,2
|
0.82
|
1
|
The total annual fund
operating expenses in the fee table may differ from the expense ratios in the fund's “Financial highlights” because the financial highlights include only the fund's direct operating expenses and do not include acquired fund fees and
expenses (AFFE), which reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds during its prior fiscal year.
|
2
|
The investment adviser and
its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement
may only be amended or terminated with the approval of the fund's Board of Trustees. This agreement is limited to the fund's direct operating expenses and does not apply to AFFE.
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The
example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The figures are based on total annual fund
operating expenses (including AFFE) after expense reduction. The
expenses would be the same whether you stayed in the fund or sold your shares at the end of each period. Your actual costs may be higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$84
|
$262
|
$455
|
$1,014
|
The fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable
account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund's performance. During the most recent fiscal period, the fund's portfolio turnover rate was 8% of the average value of its
portfolio.
Principal investment
strategies
The fund seeks to achieve its
investment objective by investing primarily in a combination of other Schwab Funds and Laudus Funds. The fund may also invest in unaffiliated third party mutual funds (referred to herein as unaffiliated funds and, together with Schwab Funds and
Laudus Funds, the underlying funds). The fund invests in the underlying funds in accordance with its target portfolio allocation. These underlying funds invest their assets directly in equity, fixed income, cash and cash equivalents (including money
market funds) in accordance with their own investment objectives and policies. The fund is managed based on the specific retirement date (target date) included in its name and assumes a retirement age of 65. The target date refers to the approximate
year an investor in the fund would plan to retire and likely would stop making new investments in the fund. The fund is designed for an investor who anticipates retiring at or about the target date and plans to withdraw the value of the
investor’s account in the fund gradually after retirement. As described below, the adviser will continue to modify the fund’s target asset allocation for 20 years beyond the target date.
The fund’s target asset allocation will
be adjusted annually based on the adviser’s asset allocation strategy; however, the adviser reserves
Schwab Target 2055 Fund
37
the right to modify the
fund’s target asset allocations from time to time should circumstances warrant a change. In general, the fund’s allocation to equity securities will decrease and its allocation to fixed income securities will increase as the fund
approaches its target date. The fund’s asset allocation as of the end of January, 2016 was approximately 94.5% equity securities, 3.5% fixed income securities, and 2.0% cash and cash equivalents (including money market funds). At the stated
target date, the fund’s allocation will be approximately 40% equity securities, 54% fixed income securities, and 6% cash and cash equivalents (including money market funds). The fund will continue to reduce its allocation to equity securities
for 20 years beyond the fund’s stated target date. At such time, the fund’s asset allocation will remain fixed at approximately 25% equity securities, 66% fixed income securities, and 9% cash and cash equivalents (including money market
funds).
In addition to the
strategic annual adjustment of the fund’s target asset allocation, the adviser may adjust the fund’s underlying fund allocations within a particular asset class based on the following considerations, including, but not limited to, market
trends, its outlook for a given market capitalization, and the underlying funds’ performance in various market conditions. Accordingly, the fund’s allocation to a particular underlying fund may increase or decrease throughout the year.
Within the equity asset class, the fund will have exposure to one or more “style classes”. For example, the style classes include domestic large-cap equity, domestic small-cap equity, and international equity. The adviser may adjust the
fund’s allocation to a particular style class based on the following considerations: market trends, its outlook for a given style class, and the style classes’ performance in various market conditions. Accordingly, the fund’s
allocation to a particular style class within the equity asset class may increase or decrease throughout the year.
The fund intends to invest in a
combination of underlying funds; however, the fund may invest directly in equity and fixed income securities, exchange-traded funds (ETFs) and money market securities. For temporary defensive purposes during unusual economic or market conditions or
for liquidity purposes, the fund may invest up to 100% of its assets directly in cash, money market instruments, repurchase agreements and other short-term obligations. When the fund engages in such activities, it may not achieve its investment
objective.
Principal risks
The fund is subject to risks, any of which
could cause an investor to lose money. The fund's principal risks include:
Asset Allocation Risk.
The fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the
fund to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of interest may exist where the best interests of the affiliated
underlying fund may not be aligned with those of the fund or
vice versa. However, the investment adviser is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in the fund will fluctuate, which means that you could lose money.
Direct Investment Risk.
The fund may invest a portion of its assets directly in equity and fixed income securities, ETFs, and cash equivalents, including money market securities. The fund’s direct investment in these securities is
subject to the same or similar risks as an underlying fund’s investment in the same security.
Underlying Fund Investment Risk.
The value of your investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. The fund is
subject to the performance and expenses of the underlying funds in which it invests. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made
by those underlying funds. These risks include any combination of the risks described below, although the fund’s exposure to a particular risk will be proportionate to the fund’s overall asset allocation and underlying fund
allocation.
•
Investment Risk.
The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its
objective.
•
Management Risk.
Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make
poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired
results.
•
Fixed Income Risk.
Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank's monetary policy or improving economic
conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund's share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s
share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed
income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below
investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities.
38
Schwab
Target 2055 Fund
•
Equity Risk.
The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In
addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.
•
Large-, Mid- and Small-Cap Risk.
Stocks of different market capitalizations tend to go in and out of favor based on market and economic conditions. Historically, small- and mid-cap stocks tend to
be more volatile than large-cap stocks, and small-cap stocks have been riskier than large- and mid-cap stocks. During a period when stocks of a particular market capitalization fall behind other types of investments — bonds or stocks of
another capitalization range, for instance — an underlying fund’s large-, mid- or small-cap holdings could reduce performance.
•
Money Market Risk.
The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or have a
share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money
market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type
of money market fund is designed to offer capital appreciation.
•
ETF Risk.
When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF's shares can result in
its value being more volatile than the underlying portfolio of securities.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the
imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may be
heightened in connection with investments in emerging markets.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Such countries
often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the fund’s investments in emerging market countries and, at times, it may be difficult to value such
investments.
•
Derivatives Risk.
An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and
other traditional investments. An underlying fund's use of derivatives could reduce the underlying fund's performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments
in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives
for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security.
•
Leverage Risk.
Certain underlying fund transactions, such as derivatives, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose
an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large
impact on the underlying fund.
•
Liquidity Risk.
An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a
loss.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
You may experience losses in the fund, including losses before,
at, or after the target date. There is no guarantee that the fund will be able to achieve its objective or provide adequate income at and through your retirement.
For more information on the risks of investing
in the fund and the underlying funds please see the “Fund details” section in the prospectus.
Performance
The bar chart below shows how
the fund's investment results have varied from year to year, and the following table shows how the fund's average annual total returns for various periods compared to those of two broad based indices and a composite index based on the fund’s
target allocations. This information provides some indication of the risks of investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past
performance. For current performance information, please see
www.csimfunds.com/schwabfunds_prospectus
.
Schwab Target 2055 Fund
39
Annual total returns
(%) as of 12/31
Best quarter:
4.82% Q4 2015
Worst quarter:
(8.00%) Q3 2015
Average annual
total returns
(%) as of 12/31/15
|
1
year
|
Since
Inception
(1/23/13)
|
Before
taxes
|
(0.40%)
|
9.50%
|
After
taxes on distributions
|
(1.80%)
|
8.39%
|
After
taxes on distributions and sale of shares
|
0.76%
|
7.20%
|
Comparative
Indices
(reflect no deduction for expenses or taxes)
|
|
|
Dow
Jones U.S. Total Stock Market Index
|
0.44%
|
13.09%
|
Barclays
U.S. Aggregate Bond Index
|
0.55%
|
1.53%
|
Target
2055 Composite Index
1
|
(0.44%)
|
9.62%
|
1
|
The Target 2055 Composite
Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on the 2055 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S.
Total Stock Market Index was replaced by a combination of the S&P 500
®
Index and the Russell 2000
®
Index. Effective October 1, 2015, the current composite is derived using the following portion allocations: 53.8% S& P 500 Index, 9.5% Russell
2000 Index, 23.4% MSCI EAFE Index (Net), 1.6% Barclays U.S. Aggregate Bond Index, 4.8% FTSE EPRA/NAREIT Global Index (Net), 0.4% Barclays U.S. Intermediate Aggregate Bond Index, 3.6% MSCI Emerging Markets Index (Net), 0.3% Citigroup Non-U.S. Dollar
World Government Bond Index, 0.7% Barclays U.S. Government/Credit Index, and 2.0% Barclays U.S. Treasury Bills: 1-3 Months Index. The components that make up the composite index may vary over time.
|
The after-tax figures reflect the highest
individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if you
hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, IRA or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the fund’s other returns due to an
assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio manager
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, is responsible for the day-to-day management of the fund. She has managed the fund since inception.
Purchase and sale of fund shares
The fund is open for business
each day that the New York Stock Exchange (NYSE) is open. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened
for business, the fund reserves the right to treat such day as a business day and accept purchase and redemption orders and calculate its share price as of the normally scheduled close of regular trading on the NYSE for that day. When you place
orders to purchase, exchange or redeem fund shares through an account at Charles Schwab & Co., Inc. (Schwab) or another financial intermediary, you must follow Schwab’s or the other financial intermediary’s transaction
procedures.
Eligible Investors
(as determined by the fund and which generally are limited to institutional investors) may invest directly in the fund by placing purchase, exchange and redemption orders through the fund's transfer agent. Eligible Investors must contact the
transfer agent by phone or in writing to obtain an account application. Eligible Investors may contact the transfer agent:
•by telephone at
1-800-407-0256; or
•by mail to Boston
Financial Data Services, Attn: Schwab Funds, P.O. Box 8283, Boston, MA 02266-8323.
The minimum initial investment for the fund is
$100. The fund may waive the minimum initial investment for certain investors or in the fund’s sole discretion.
Tax information
Dividends and capital gains distributions
received from the fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to financial intermediaries
If you purchase shares of the fund through a
broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the
broker-dealer or other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
40
Schwab
Target 2055 Fund
The Schwab Target Funds (the funds) share the
same investment approach: each seeks to achieve its objective by investing in a combination of other Schwab Funds, Laudus Funds and unaffiliated, third party mutual funds (the underlying funds). The underlying funds invest in equity and fixed income
investments and will be used by the funds to meet their target asset allocations and investment styles. The funds are designed to provide investors with investment management, asset allocation and ongoing reallocation over time. Because the funds
invest in other mutual funds, each fund is considered a “fund of funds.” A fund of funds bears its own direct expenses in addition to bearing a proportionate share of expenses charged to the underlying funds in which it invests.
Each fund is designed for an investor who
anticipates retiring at or about the specific retirement date (target date) included in its name and plans to withdraw the value of the investor’s account in the fund gradually after retirement. These funds gradually decrease their equity
holdings and increase fixed income holdings as the target date approaches and beyond, becoming more conservative over time. This rebalancing over time is often referred to as the glide path of the fund. The glide path is a pre-set investment
schedule that reallocates risk based on an investor’s target date. Please see the fund’s glide path in the “Fund details” section.
Each fund is managed based on the target date
included in its name and assumes a retirement age of 65. The target date refers to the approximate year an investor in a fund would plan to retire and likely would stop making new investments in the fund. The target date included in a fund’s
name does not necessarily represent the specific year you expect to need your assets. It is intended only as a general guide.
The funds are designed for long-term
investors. Their performance will fluctuate over time and, as with all investments, future performance may differ from past performance.
Investor profile
The funds are designed to offer investors a
professionally managed investment plan that simplifies the investment management of an investor’s assets prior to, and continuing after, the investor’s retirement. The main component of the investment program is the funds’ ongoing
reallocation of the investor’s assets among various asset classes, including equities, fixed income securities and cash and cash equivalents (including money market funds). In particular, the funds are designed for investors who are saving for
retirement.
Who may want to invest in
the funds?
The funds may be a suitable
investment for investors
•seeking an
investment whose asset allocation mix becomes more conservative over time
•seeking funds that
combine the potential for capital appreciation and income
•seeking the
convenience of funds that allocate their assets among both equity and fixed income investments
Who may not want to invest in the funds?
The funds may not be suitable for
investors
•seeking to invest
for a short period of time
•uncomfortable with
fluctuations in the value of their investment
•seeking to use the
funds for educational savings accounts
The funds are designed to be an integral part
of an investor’s overall retirement investment strategy. However, they are not designed to provide investors with a complete solution to their retirement needs. Investors must consider many factors when choosing an investment strategy for
their retirement. For example, factors such as an appropriate retirement date, your expected retirement needs and your sources of income all should be considered when you choose your overall retirement strategy.
Investment objectives, strategies and risks
Ticker
symbols:
|
Target
2010 Fund:
|
SWBRX
|
Target
2015 Fund:
|
SWGRX
|
Target
2020 Fund:
|
SWCRX
|
|
Target
2025 Fund:
|
SWHRX
|
Target
2030 Fund:
|
SWDRX
|
Target
2035 Fund:
|
SWIRX
|
|
Target
2040 Fund:
|
SWERX
|
Target
2045 Fund:
|
SWMRX
|
Target
2050 Fund:
|
SWNRX
|
|
Target
2055 Fund:
|
SWORX
|
|
|
|
|
Investment objective
Each of the Schwab Target 2010, Schwab Target
2015, Schwab Target 2020, Schwab Target 2025, Schwab Target 2030, Schwab Target 2035, Schwab Target 2040, Schwab Target 2045, Schwab Target 2050 and Schwab Target 2055 Funds seeks to provide capital appreciation and income consistent with its
current asset allocation.
There is no
guarantee that a fund will achieve its investment objective.
Principal investment strategies of the funds
Each of the funds seeks to
achieve its investment objective by investing primarily in a combination of other Schwab Funds and Laudus Funds. Each fund may also invest in unaffiliated third party mutual funds (referred to herein as unaffiliated funds and, together with Schwab
Funds and Laudus Funds, the underlying funds). Each fund invests in the underlying funds in accordance with its target portfolio allocation. These underlying funds invest their assets directly in equity, fixed income, money market and other
securities in accordance with their own investment objectives and policies. For each of the funds, the target asset allocation will be adjusted annually based on the adviser’s asset allocation strategy, in accordance with a predetermined
“glide path” illustrated below under the “Asset allocation and investment strategies” section. However, the investment adviser reserves the right to modify a fund’s target asset allocations from time to time should, in
the investment adviser’s discretion, circumstances warrant a change. In general, each fund’s allocation to equity securities will decrease and its allocation to fixed income securities will increase as the fund approaches its target
retirement date. At the stated target date, each fund’s allocation will be approximately 40% equity securities, 54% fixed income securities, and 6% cash and cash equivalents (including money market funds). Each fund will continue to reduce its
allocation to equity securities for 20 years beyond the fund’s stated target date at which time each fund’s asset allocation will remain fixed at approximately 25% equity securities, 66% fixed income securities, and 9% cash and cash
equivalents (including money market funds).
In addition to the strategic annual adjustment
of each fund’s target asset allocation, the adviser may adjust each fund’s underlying fund allocations within a particular asset class based on the following considerations: market trends, its outlook for a given market capitalization,
and the underlying funds’ performance in various market conditions. Accordingly, a fund’s allocation to a particular underlying fund may increase or decrease throughout the year. Within the equity asset class, each fund will have
exposure to one or more “style classes”. The style classes include domestic large-cap equity, domestic small-cap equity, and international equity. The adviser may adjust a fund’s allocation to a particular style class based on the
following considerations: market trends, its outlook for a given style class, and the style classes’ performance in various market conditions. Accordingly, a fund’s allocation to a particular style class within the equity asset class may
increase or decrease throughout the year.
Each fund intends to invest in a combination
of underlying funds; however, each fund may invest directly in equity and fixed income securities, ETFs and cash and cash equivalents (including money market securities).
For temporary defensive purposes during
unusual economic or market conditions or for liquidity purposes, each fund may invest up to 100% of its assets directly in cash, money market instruments, repurchase agreements and other short-term obligations. When a fund engages in such
activities, it may not achieve its investment objective.
Asset allocation and investment strategies
Each fund invests in a combination of
underlying funds. Each fund’s target allocation is intended to allocate investments among various asset classes such as equity, fixed income, and cash and cash equivalents (including money market securities). As set forth below, each fund has
its own distinct target portfolio allocation and is designed to accommodate different investment goals and risk tolerances.
The following chart shows each
fund’s target asset allocation among the various asset classes for the twelve months beginning January 31, 2016.
Asset
Class
|
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
|
Equity
Securities
|
37.6%
|
39.7%
|
51.9%
|
63.1%
|
71.6%
|
78.7%
|
85.4%
|
Fixed-Income
Securities
|
55.8%
|
54.0%
|
43.5%
|
33.4%
|
25.6%
|
18.9%
|
12.4%
|
Cash
and Cash Equivalents (Including Money Market Funds)
|
6.6%
|
6.3%
|
4.6%
|
3.5%
|
2.8%
|
2.4%
|
2.2%
|
Asset
Class
|
|
|
|
|
Schwab
Target
2045 Fund
|
Schwab
Target
2050 Fund
|
Schwab
Target
2055 Fund
|
Equity
Securities
|
|
|
|
|
89.4%
|
92.0%
|
94.5%
|
Fixed-Income
Securities
|
|
|
|
|
8.5%
|
6.0%
|
3.5%
|
Cash
and Cash Equivalents (Including Money Market Funds)
|
|
|
|
|
2.1%
|
2.0%
|
2.0%
|
*
|
Market appreciation or
depreciation may cause the funds’ actual asset allocation to vary temporarily from the funds’ target asset allocation.
|
As shown above, the portfolios of the funds
with an earlier target retirement date are more heavily allocated to fixed income securities and money market funds; therefore these funds represent a more conservative approach. Funds with later target retirement dates take a more aggressive
approach by allocating a greater amount of their assets to equity securities.
The target asset allocations of the funds have
been developed with two general rules of investing in mind:
•Higher investment
returns are generally accompanied by a higher risk of losing money. Put another way, the greater an investment’s potential return, the greater its potential loss. For example, equity securities generally provide long-term returns that are
superior to fixed income securities, although their returns have tended to be more volatile in the short-term.
•Because their
investments have more time to recover from losses, investors with longer time horizons generally have a higher risk tolerance.
For these reasons, the target asset
allocations of the funds are expected to vary over time as your investment horizon changes.
Over time, the target allocation to asset
classes will change according to a predetermined “glide path,” as illustrated in the following graph. As the glide path shows, each fund’s asset mix becomes more conservative as time elapses — both prior to and after the
target retirement date. This reflects the need for reduced investment risk as retirement approaches and the need for greater certainty of income after retiring. The funds’ actual asset allocations may differ from the allocations shown in the
illustration. Once a fund reaches its most conservative planned allocation, approximately 20 years after its target date, its allocation to equity securities will remain fixed at approximately 25% in equity securities, 66% in fixed income securities
and 9% in cash and cash equivalents (including money market securities). The adviser reserves the right to modify the glide path from time to time should circumstances warrant.
Differences in
the performance of underlying funds and the size and frequency of purchase and redemption orders may affect the fund’s actual allocations.
More information about principal risks of
investing in the funds
The
funds are intended for investors seeking an investment option whose asset mix becomes more conservative over time, and who are willing to accept the risks associated with the funds’ asset allocation strategies. In general, a fund with a later
target date is expected to be more volatile than a fund with an earlier target date.
Each fund is subject to risks,
any of which could cause an investor to lose money. Principal risks of the funds include:
Asset Allocation Risk.
Each fund is subject to asset allocation risk, which is the risk that the selection of the underlying funds and the allocation of the fund's assets among the various asset classes and market segments will cause
the fund to underperform other funds with a similar investment objective.
Conflicts of Interest Risk.
The investment adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest because the fees paid to it by some
underlying funds are higher than the fees paid by other underlying funds. The investment adviser also may have an incentive to select an affiliated underlying fund for other reasons, including to increase assets under management or to support new
investment strategies. In addition, other conflicts of interest may exist. For example, the investment adviser’s decisions to cause the fund to purchase or redeem shares of an affiliated underlying fund could be influenced by its belief
that an affiliated underlying fund may benefit from additional assets or that it is in the best interests of the affiliated underlying fund to limit purchases of shares of the underlying fund. In such cases, the best interests of the affiliated
underlying fund may not be aligned with those of the fund or vice versa. However, the investment adviser is a fiduciary to the fund and is legally obligated to act in the fund’s best interests when selecting underlying
funds.
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of your investment in a fund will fluctuate, which means that you could lose
money.
Exchange-Traded Fund (ETF)
Risk.
ETFs generally are investment companies whose shares are bought and sold on a securities exchange. The fund may purchase shares of ETFs to gain exposure to a particular portion of the market while awaiting an
opportunity to purchase securities directly. When the fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses. Therefore, it may be more
costly to own an ETF than to own the underlying securities
directly. In addition, while the risks of owning shares of an
ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in the market for an ETF's shares can result in its value being more volatile than the underlying portfolio
securities.
Direct Investment Risk.
The fund may invest a portion of its assets directly in equity and fixed income securities, as well as other mutual funds or ETFs to maintain its asset allocations. The fund’s direct investment in these securities
is subject to the same or similar risks as an underlying fund’s investment in the same security.
Underlying Fund Investment Risk.
The value of your investment in the fund is based primarily on the prices of the underlying funds that the fund purchases. In turn, the price of each underlying fund is based on the value of its securities. The fund is
subject to the performance and expenses of the underlying funds in which it invests. Before investing in the fund, investors should assess the risks associated with the underlying funds in which the fund may invest and the types of investments made
by those underlying funds. These risks include any combination of the risks described below,
although the fund’s exposure to a particular risk will be proportionate to the fund’s overall asset
allocation and underlying fund allocation.
•
Investment Risk.
An investment in the underlying funds is not a bank deposit. The funds’ investments in the underlying funds are not insured or guaranteed by the Federal Deposit Insurance
Corporation (FDIC) or any other government agency. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective.
•
Market Risk.
Stock and bond markets rise and fall daily. As with any investment whose performance is tied to these markets, the value of the funds’ investments in the underlying funds will
fluctuate, which means that the funds could lose money on their investment.
•
Market Segment Risk.
The underlying funds invest their assets in accordance with their own distinct investment objectives. As a result, the performance of an underlying fund will correlate directly
with the performance of the particular segment of the stock or bond market that the fund invests in (e.g., large-cap securities, small-cap securities, foreign securities, fixed income securities or dividend-paying common stocks). This may cause the
underlying fund to underperform funds that do not similarly restrict their investments to a particular market segment.
•
Management Risk.
Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser) will make
poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the fund, but there can be no guarantee that they will produce the desired results. In addition,
with respect to certain of the underlying funds, the investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will
produce the desired results in the future. In addition, if market dynamics change, the effectiveness of this strategy may be limited. Either of these risks may cause these underlying funds to underperform other funds with a similar investment
objective.
•
Equity Risk.
The prices of equity securities in which the underlying funds invest rise and fall daily. These price movements may result from factors affecting individual companies, industries or
the securities market as a whole. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In
addition, the equity market tends to move in cycles, which may cause stock prices to fall over short or extended periods of time. Due to their fixed income features, preferred stocks provide higher income potential than issuers’ common stocks,
but typically are more sensitive to interest rate changes than the underlying common stock. The rights of common stockholders are generally subordinate to the rights associated with an issuer’s preferred stocks and the rights of preferred
stockholders are generally subordinate to the rights associated with an issuer’s debt securities on the distribution of an issuer’s assets in the event of a liquidation.
•
Large- and Mid-Cap Risk.
An underlying fund’s investments in large- and mid-cap companies will reflect the risks associated with the large-cap and mid-cap segments of the stock market. Both
large-cap and mid-cap stocks tend to go in and out of favor based on market and economic conditions. However, stocks of mid-cap companies tend to be more volatile than those of large-cap companies because mid-cap companies tend to be more
susceptible to adverse business or economic events than larger more established companies. During a period when large- and mid-cap stocks fall behind other types of investments — small-cap stocks, for instance — the performance of an
underlying fund that focuses its investments in large- and mid-cap securities will lag these investments.
•
Small-Cap Risk.
Historically, small-cap stocks have been riskier than large- and mid-cap stocks. Accordingly, underlying funds that invest in small-cap securities may be more volatile than
underlying funds that invest in large- and mid-cap securities. Stock prices of smaller companies may be based in substantial part on future expectations rather than current achievements and may move sharply, especially during market upturns and
downturns. Small-cap companies themselves may be more vulnerable to adverse business or economic events than larger, more established companies. In addition, smaller companies may have limited financial resources, product lines and markets, and
their securities may trade less frequently and in more limited volumes than the securities of larger companies. Further, smaller companies may have less publicly available information and, when available, it may be inaccurate or incomplete. During a
period when small-cap stocks fall behind other types of investments — large-cap stocks, for instance — the performance of an underlying fund that focuses its investments in small-cap securities will lag these investments.
•
ETF Risk.
When an underlying fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses.
Therefore, it may be more costly to own an ETF than to own the underlying securities directly. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack
of liquidity in an ETF can result in its value being more volatile than the underlying portfolio securities.
•
Convertible Securities Risk.
Certain of the underlying funds may invest in convertible securities, which are bonds, debentures, notes, preferred stock or other securities that may be converted into
or exercised for a prescribed amount of common stock at a specified time and price. Convertible securities provide an opportunity for equity participation, with the potential for a higher dividend or interest yield and lower price volatility
compared to common stock. The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline, and the credit standing of the issuer. The
price of a convertible security will also normally vary in some proportion to changes in the price of the underlying common stock because of the conversion or exercise feature.
•
Growth Investing Risk.
Certain of the underlying funds pursue a “growth style” of investing. Growth investing focuses on a company’s prospects for growth of revenue and earnings.
If a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically. Growth stocks also can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of
stocks. Since growth companies usually invest a high portion of earnings in their business, they may lack the dividends of value stocks that can cushion stock prices in a falling market. Growth stocks may also be more expensive relative to their
earnings or assets compared to value or other stocks.
•
Value Investing Risk.
Certain of the underlying funds may pursue a “value style” of investing. Value investing focuses on companies whose stocks appear undervalued in light of factors
such as the company’s earnings, book value, revenues or cash flow. If an underlying fund’s investment adviser’s (or sub-adviser’s) assessment of a company’s value or prospects for exceeding earnings expectations or
market conditions is wrong, the underlying fund could suffer losses or produce poor performance relative to other funds. In addition, “value stocks” can continue to be undervalued by the market for long periods of time.
•
Interest Rate Risk
.
An underlying fund’s investments in fixed income securities are subject to the risk that interest rates may rise and fall over
time. As with any investment whose yield reflects current interest rates, an underlying fund’s yield will change over time. During periods when interest rates are low, an underlying fund’s yield (and total return) also may be low.
Changes in interest rates also may affect an underlying fund’s share price: a sharp rise in interest rates could cause the fund’s share price to fall. This risk is greater when the underlying fund holds bonds with
longer maturities. An underlying fund may also lose money if interest rates rise sharply. The longer an underlying fund's portfolio duration, the more sensitive to interest rate movements its share price is likely to be. A change
in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. Rising interest rates may decrease liquidity in the fixed income securities markets, making it more
difficult for an underlying fund to sell its fixed income securities holdings at a time when the investment adviser might wish to sell such securities. In addition, decreased market liquidity also may make it more difficult to value some or all of
an underlying fund’s fixed income securities holdings. To the extent that the investment adviser (or sub-adviser(s)) of an underlying fund anticipates interest rate trends imprecisely, the underlying fund could miss yield opportunities or its
share price could fall. Inflation-protected securities may react differently to interest rate changes than other types of debt securities and, as discussed below, tend to react to changes in “real” interest rates.
•
Credit Risk.
Certain of the underlying funds are subject to the risk that a decline in the credit quality of a portfolio investment could cause the fund’s share price to fall. The underlying
fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Below investment-grade bonds (junk
bonds) involve greater risks of default or downgrade and are more volatile than investment-grade bonds. Below investment-grade bonds also involve greater risk of price declines than investment-grade securities due to actual or perceived changes in
an issuer’s creditworthiness. In addition, issuers of below investment-grade bonds may be more susceptible than other issuers to economic downturns. Such bonds are subject to the risk that the issuer may not be able to pay interest or
dividends and ultimately to repay principal upon maturity. Discontinuation of these payments could substantially adversely affect the market value of the bonds.
•
Prepayment and Extension Risk.
An underlying fund’s investments in fixed income securities are subject to the risk that the securities may be paid off earlier or later than expected. Either
situation could cause the underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. In addition, rising interest rates tend to extend the duration of certain fixed income
securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, an underlying fund that holds these securities may exhibit additional volatility. This is known as extension risk. When interest
rates decline, borrowers may pay off their fixed income securities sooner than expected. This can reduce the returns of an underlying fund because the fund will have to reinvest that money at the lower prevailing interest rates. This is known as
prepayment risk.
•
U.S. Government Securities Risk.
Some of the U.S. government securities that the underlying funds invest in are not backed by the full faith and credit of the United States government,
which means they are neither issued nor guaranteed by the U.S. Treasury. Issuers such the Federal Home Loan Banks maintain limited access to credit lines from the U.S. Treasury. Others, such as obligations issued by the Federal
Farm Credit Banks Funding Corporation, are supported solely by the credit of the issuer. There can be no assurance that the U.S. government will provide financial support to securities of its agencies and instrumentalities if it is not
obligated to do so under law. Also, any government guarantees on securities the underlying funds own do not extend to shares of the underlying funds themselves. On September 7, 2008, the U.S. Treasury announced a federal takeover of Fannie
Mae and Freddie Mac, placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1 billion of senior preferred stock of each instrumentality and obtained warrants for the purchase
of common stock of each instrumentality. Under this agreement, the U.S. Treasury has pledged to provide up to $100 billion per instrumentality as needed, including the contribution of cash capital to the instrumentalities in the event
their liabilities exceed their assets. This is intended to ensure that the instrumentalities maintain a positive net worth and meet their financial obligations, preventing mandatory triggering of receivership. No assurance can be given that the
U.S. Treasury initiatives will be successful.
•
Inflation-Protected Securities Risk.
Certain of the underlying funds may invest in inflation-protected securities. The value of inflation-protected securities generally will fluctuate in response
to changes in “real” interest rates. Real interest rates represent nominal (or stated) interest rates reduced by the expected impact of inflation. The value of an inflation-protected security generally decreases when real interest rates
rise and generally increase when real interest rates fall. In addition, the principal value of an inflation-protected security is periodically adjusted up or down along with the rate of inflation. If the measure of inflation falls, the principal
value of the inflation-protected security will be adjusted downwards, and consequently, the interest payable on the security will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed by the
United States Treasury in the case of TIPS. For securities that do not provide a similar guarantee, the adjusted principal value of the security to be repaid at maturity is subject to credit risk.
•
Mortgage Dollar Rolls Risk.
Mortgage dollar rolls are transactions in which an underlying fund sells mortgage-backed securities to a dealer and simultaneously agrees to repurchase similar
securities in the future at a predetermined price. An underlying fund’s mortgage dollar rolls could lose money if the price of the mortgage-backed securities sold falls below the agreed upon repurchase price, or if the counterparty is unable
to honor the agreement.
•
Money Market Fund Risk.
In addition to the risks discussed under “Investment Risk” above, an investment by the fund in an underlying money market fund has additional risks. The fund may
invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market
funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing such a money market fund. Because the share price of an underlying variable share
price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. In
exchange for their emphasis on stability and liquidity, money market investments may offer lower long-term performance than stock or bond investments.
•
Foreign Investment Risk.
An underlying fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities
of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions, or changes in currency exchange rates or exchange control regulations (including limitations on currency movements and
exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. In
certain countries, legal remedies available to investors may be more limited than those available with respect to investments in the United States. The securities of some foreign companies may be less liquid and, at times, more volatile than
securities of comparable U.S. companies. An underlying fund with foreign investments may also experience more rapid or extreme changes in value as compared to a fund that invests solely in securities of U.S. companies because the
securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. In addition, an underlying fund's investments in foreign securities may be subject to
economic sanctions or other government restrictions. These restrictions may negatively impact the value or liquidity of an underlying fund's investments, and could impair an underlying fund's ability to meet its
investment objective or invest in accordance with its investment strategy. There also is the risk that the cost of buying, selling, and holding foreign securities, including brokerage, tax, and custody costs, may be higher than those involved
in domestic transactions. During any period when foreign securities underperform other types of investments — U.S. securities, for instance — the performance of an underlying fund that focuses its investments in foreign securities
will lag these investments. To the extent that an underlying fund invests a significant portion of its assets in any one country, the underlying fund will be subject to a greater risk of loss or volatility than if the underlying fund always
maintained wide geographic diversity among the countries in which it invests. Investing in any one country makes an underlying fund more vulnerable to the risks of adverse securities markets, exchange rates and social, political, regulatory and
economic events in that one country.
•
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging
market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. It is sometimes difficult to obtain and enforce court judgments in such countries and there is often a
greater potential for nationalization, expropriation, confiscatory taxation, government regulation, social instability or diplomatic developments (including war), which could adversely affect the economies of emerging market countries or investments
in the securities of issuers located in such countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an
increased risk of price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such
investments.
•
Currency Risk.
As a result of certain underlying funds’ investments in securities denominated in, and/or receiving revenues in, foreign currencies, these underlying funds will be subject
to currency risk. This is the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar
value of an underlying fund’s investment would be adversely affected. Currency exchange rates may fluctuate in response to factors extrinsic to that country’s economy, which makes the forecasting of currency market movements difficult.
Currency rates in non-U.S. countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by governments, central banks or supranational entities
such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to an underlying fund if it is unable to deliver or receive currency or
monies in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transactions costs. Forward contracts on foreign currencies are not traded on
exchanges; rather, a bank or dealer will act as agent or principal in order to make or take future delivery of a specified lot of a particular currency for the underlying fund’s account. An underlying fund is subject to the risk of a
principal’s failure, inability or refusal to perform with respect to such contracts.
•
Real Estate Investment Risk.
Certain of the underlying funds have a policy of concentrating their investments in real estate companies and companies related to the real estate industry. Such an
underlying fund is subject to risks associated with the direct ownership of real estate securities and a fund’s investment in such an underlying fund will be closely linked to the performance of the real estate markets. An investment by a fund
in an underlying fund that invests, but does not concentrate, in real estate companies and companies related to the real estate industry will subject the fund to the risks associated with the direct ownership of real estate securities to a lesser
extent. These risks include, among others, declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; defaults by
borrowers or tenants, particularly during an economic downturn; increasing competition; increases in property taxes and operating expenses; changes in zoning laws; losses due to costs resulting from the clean-up of environmental problems; liability
to third parties for damages resulting from environmental problems; casualty or condemnation losses; limitations on rents; changes in market and sub-market values and the appeal of properties to tenants; and changes in interest rates.
•
Real Estate Investment Trusts (REITs) Risk.
Certain of the underlying funds invest in REITs. In addition to the risks associated with investing in securities of real estate companies and real
estate related companies, REITs are subject to certain additional risks. Equity REITs may be affected by changes in the value of the underlying properties owned by the trusts, and mortgage REITs may be affected by the quality of any credit extended.
Further, REITs are dependent upon specialized management skills and may have their investments in relatively few properties, or in a small geographic area or a single property type. REITs are also subject to heavy cash flow dependency, defaults by
borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax free pass-through of income under the Internal Revenue Code, or to maintain their exemptions from registration under the Investment Company Act of 1940. The
failure of a company to qualify as a REIT under federal tax law may have adverse consequences to an underlying fund that invests in that REIT. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its
obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition,
REITs have their own expenses, and an underlying fund that invests in REITs will bear a proportionate share of those expenses.
•
Short Sales Risk.
Certain underlying funds may engage in short sales, which are transactions in which the underlying fund sells a security it does not own. To complete a short sale, the underlying
fund must borrow the security to deliver to the buyer. The underlying fund is then obligated to replace the borrowed security by purchasing the security at the market price at the time of replacement. This price may be more or less than the price at
which the security was sold by the underlying fund and the underlying fund will incur a loss if the price of the security sold short increases between the time of the short sale and the time the underlying fund replaces the borrowed security.
•
Derivatives Risk.
An underlying fund may use derivatives to enhance returns or hedge against market declines. Examples of derivatives are options, futures, options on futures and swaps. An option
is the right to buy or sell an instrument at a specific price before a specific date. A future is an agreement to buy or sell a financial instrument at a specific price on a specific day. A swap is an agreement whereby two parties agree to exchange
payment streams calculated in relation to a rate, index, instrument or certain securities and a predetermined amount. A credit default swap is an agreement in which the seller agrees to make a payment to the buyer in the event of a specified credit
event in exchange for a fixed payment or series of fixed payments.
An underlying fund’s
use of derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as credit risk, leverage risk, liquidity
risk, market risk and management risk, are discussed elsewhere in this section. An underlying fund’s use of derivatives is also subject to lack of availability risk, valuation risk, correlation risk and tax risk. Lack of availability risk is
the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that
changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gain. An underlying
fund's use of derivatives could reduce the underlying fund's performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. The use of derivatives that are subject to regulation by the
Commodity Futures Trading Commission (CFTC) by an underlying fund could cause a fund to become a commodity pool, which would require the fund to comply with certain CFTC rules.
•
Leverage Risk.
Certain underlying fund transactions, such as derivatives, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose
the underlying fund to greater risk. In a reverse repurchase agreement, the underlying fund would sell a security and enter into an agreement to repurchase the security at a specified future date and price. Leverage tends to magnify the effect of
any decrease or increase in the value of the underlying fund’s portfolio securities. The use of leverage may cause the underlying fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its
obligations.
•
Non-Diversification Risk.
Certain of the underlying funds are non-diversified and, as such, may invest a greater percentage of their assets in the securities in a single issuer than an underlying
fund that is diversified. A non-diversified underlying fund is more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified underlying fund.
•
Securities Lending Risk.
An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including
that the loan is fully collateralized. When an underlying fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the underlying fund will also receive a fee or interest
on the collateral. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. An underlying fund will also bear the risk
of any decline in value of securities acquired with cash collateral. An underlying fund may pay lending fees to a party arranging the loan.
•
Tracking Error Risk.
Certain underlying funds seek to track the performance of their benchmark indices, although they may not be successful in doing so. The divergence between the performance of an
underlying fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, an underlying fund may not invest in certain securities in
its benchmark index, or match the securities’ weighting to the benchmark, due to regulatory, operational, custodial or liquidity constraints, which may result in tracking error. An underlying fund may attempt to offset the effects of not being
invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of an underlying fund, operating expenses and trading costs all affect the ability of the fund to
match the performance of its benchmark index, because the benchmark index does not have to manage cash flows and does not incur any costs.
•
Investment Style Risk.
An underlying fund’s investment style may impact the performance of the fund. For example, an underlying fund may invest in accordance with an indexing investment
style, causing the underlying fund to follow the performance of an index during upturns as well as downturns. In addition, an underlying fund may have an investment style that favors certain types of investments over others. As a result, such an
underlying fund may underperform funds that do not limit their investments to the particular type of investment.
•
Portfolio Turnover Risk.
Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower
the underlying fund’s performance and may increase the likelihood of capital gain distributions.
•
Multi-Manager Risk.
Certain of the underlying funds utilize a multi-manager approach to investing. Although the investment adviser monitors and seeks to coordinate the overall management of
these underlying funds, each investment manager makes investment decisions independently, and it is possible that the investment styles of the investment managers may not complement one another. As a result, the exposure of these underlying funds to
a given region, country, stock, industry or investment style could unintentionally be smaller or larger than if the underlying funds had a single manager.
•
Liquidity Risk.
Liquidity risk exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for
certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In addition, dealer inventories of certain securities –
an indication of the ability of dealers to engage in “market making” – are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity. In such cases, an underlying fund, due to
limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of
exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large
shareholder redemptions may impact the ability of an underlying fund to meet redemption requests within the required time period. In order to meet such redemption requests, the underlying fund may be forced to sell securities at
inopportune times or prices.
•
High Yield Risk.
Underlying funds that invest in high yield securities and unrated securities of similar credit quality (sometimes called junk bonds) may be subject to greater levels of
credit and liquidity risk than underlying funds that do not invest in such securities. These securities are considered predominately speculative with respect to the issuer’s continuing ability to make principal and interest payments. An
economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce an underlying fund’s ability to sell these securities (liquidity risk). If the issuer of a security is in default with
respect to interest or principal payments, an underlying fund may lose its entire investment. Because of the risks involved in investing in high yield securities, an investment in an underlying fund that invests in such securities should be
considered speculative.
Risk spectrum
Each fund has a different level of risk and
the amount of risk is relative to the time horizon included in its name. Funds with earlier target retirement dates will tend to be less risky and have lower expected returns than the funds with later target retirement dates. The following risk
spectrum is designed to provide investors with a general overview of the relative risk characteristics of each fund.
Portfolio
holdings
The funds may make various
types of portfolio securities information available to shareholders. The funds post a detailed list of the securities held by each fund at www.csimfunds.com/SchwabFunds_Prospectus (under “Portfolio Holdings”) as of the most recent
calendar quarter-end. This list is generally updated approximately 15-20 days after the end of the calendar quarter remaining posted until at least the following calendar quarter. The funds also post in the fund summary section of the website and on
fund fact sheets certain summary portfolio attributes, including top ten holdings, approximately 5-25 days after the end of the calendar quarter. The funds may exclude any portion of these portfolio holdings from publication when deemed in the best
interest of the fund. Further information regarding the funds' policy and procedures on the disclosure of portfolio holdings is available in the Statement of Additional Information (SAI).
This section provides further
details about each fund's financial history for its period of operations. Certain information reflects financial results for a single fund share. “Total return” show the percentage that an investor in a fund would have earned or
lost during a given period, assuming all distributions were reinvested. Each fund's independent registered public accounting firm, PricewaterhouseCoopers LLP, audited these figures. Their full report is included in a funds' annual reports (see back
cover).
Schwab Target 2010 Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$12.42
|
$11.91
|
$11.10
|
$10.56
|
$10.34
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.17
1
|
0.19
|
0.21
|
0.22
|
0.23
|
|
Net
realized and unrealized gains (losses)
|
0.08
|
0.52
|
0.85
|
0.57
|
0.24
|
|
Total
from investment operations
|
0.25
|
0.71
|
1.06
|
0.79
|
0.47
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.25)
|
(0.20)
|
(0.25)
|
(0.25)
|
(0.25)
|
|
Net
asset value at end of period
|
$12.42
|
$12.42
|
$11.91
|
$11.10
|
$10.56
|
|
Total
return
|
2.03%
|
6.08%
|
9.74%
|
7.63%
|
4.63%
2
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
3
|
0.00%
4
|
—
|
—
|
—
|
—
|
|
Gross
operating expenses
3
|
0.14%
|
0.17%
|
0.18%
|
0.18%
|
0.14%
|
|
Net
investment income (loss)
|
1.40%
|
1.53%
|
1.77%
|
1.95%
|
2.11%
|
|
Portfolio
turnover rate
|
33%
|
29%
|
26%
|
13%
|
11%
|
|
Net
assets, end of period (x 1,000,000)
|
$
65
|
$
64
|
$
61
|
$
60
|
$
64
|
|
1
Calculated based on the
average shares outstanding during the period.
2
Includes proceeds from a
litigation settlement related to an affiliated underlying fund. Without the litigation proceeds, performance would have been lower.
3
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
4
Less than 0.005%; the
ratio of net operating expenses would have been 0.00%, if certain non-routine expenses had not been incurred.
Schwab Target 2015 Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$12.81
|
$12.22
|
$
11.13
|
$10.48
|
$
10.16
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.17
1
|
0.19
|
0.20
|
0.20
|
0.19
|
|
Net
realized and unrealized gains (losses)
|
0.08
|
0.60
|
1.12
|
0.66
|
0.32
|
|
Total
from investment operations
|
0.25
|
0.79
|
1.32
|
0.86
|
0.51
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.27)
|
(0.20)
|
(0.23)
|
(0.21)
|
(0.19)
|
|
Distributions
from net realized gains
|
(0.56)
|
—
|
—
|
—
|
—
|
|
Total
distributions
|
(0.83)
|
(0.20)
|
(0.23)
|
(0.21)
|
(0.19)
|
|
Net
asset value at end of period
|
$12.23
|
$12.81
|
$
12.22
|
$
11.13
|
$10.48
|
|
Total
return
|
1.99%
|
6.56%
|
12.06%
|
8.41%
|
5.10%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
2
|
0.00%
3
|
—
|
—
|
—
|
—
|
|
Gross
operating expenses
2
|
0.09%
|
0.11%
|
0.14%
|
0.19%
|
0.22%
|
|
Net
investment income (loss)
|
1.42%
|
1.52%
|
1.72%
|
1.85%
|
1.94%
|
|
Portfolio
turnover rate
|
33%
|
32%
|
16%
|
13%
|
16%
|
|
Net
assets, end of period (x 1,000,000)
|
$
116
|
$
111
|
$
94
|
$
70
|
$
53
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
3
Less than 0.005%; the
ratio of net operating expenses would have been 0.00%, if certain non-routine expenses had not been incurred.
Schwab Target 2020 Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$14.32
|
$13.52
|
$11.94
|
$11.13
|
$10.80
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.20
1
|
0.21
|
0.22
|
0.22
|
0.22
|
|
Net
realized and unrealized gains (losses)
|
0.12
|
0.82
|
1.62
|
0.82
|
0.34
|
|
Total
from investment operations
|
0.32
|
1.03
|
1.84
|
1.04
|
0.56
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.31)
|
(0.23)
|
(0.26)
|
(0.23)
|
(0.23)
|
|
Net
asset value at end of period
|
$14.33
|
$14.32
|
$13.52
|
$11.94
|
$
11.13
|
|
Total
return
|
2.25%
|
7.71%
|
15.72%
|
9.52%
|
5.18%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
2
|
0.00%
3
|
—
|
—
|
—
|
0.00%
3
|
|
Gross
operating expenses
2
|
0.03%
|
0.04%
|
0.05%
|
0.06%
|
0.06%
|
|
Net
investment income (loss)
|
1.42%
|
1.48%
|
1.71%
|
1.89%
|
1.92%
|
|
Portfolio
turnover rate
|
25%
|
26%
|
14%
|
13%
|
15%
|
|
Net
assets, end of period (x 1,000,000)
|
$
536
|
$
499
|
$
415
|
$
306
|
$
273
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
3
Less than 0.005%; the
ratio of net operating expenses would have been 0.00%, if certain non-routine expenses had not been incurred.
Schwab Target 2025 Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$14.54
|
$13.63
|
$
11.73
|
$10.84
|
$10.46
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.19
1
|
0.21
|
0.21
|
0.19
|
0.19
|
|
Net
realized and unrealized gains (losses)
|
0.15
|
0.93
|
1.93
|
0.89
|
0.38
|
|
Total
from investment operations
|
0.34
|
1.14
|
2.14
|
1.08
|
0.57
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.32)
|
(0.23)
|
(0.24)
|
(0.19)
|
(0.19)
|
|
Distributions
from net realized gains
|
(0.45)
|
—
|
—
|
—
|
—
|
|
Total
distributions
|
(0.77)
|
(0.23)
|
(0.24)
|
(0.19)
|
(0.19)
|
|
Net
asset value at end of period
|
$14.11
|
$14.54
|
$13.63
|
$
11.73
|
$
10.84
|
|
Total
return
|
2.36%
|
8.44%
|
18.54%
|
10.14%
|
5.44%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
2
|
0.00%
3
|
—
|
—
|
0.00%
3
|
—
|
|
Gross
operating expenses
2
|
0.04%
|
0.06%
|
0.08%
|
0.10%
|
0.14%
|
|
Net
investment income (loss)
|
1.37%
|
1.39%
|
1.57%
|
1.73%
|
1.66%
|
|
Portfolio
turnover rate
|
21%
|
27%
|
10%
|
13%
|
9%
|
|
Net
assets, end of period (x 1,000,000)
|
$
409
|
$
344
|
$
251
|
$
141
|
$
104
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
3
Less than 0.005%; the
ratio of net operating expenses would have been 0.00%, if certain non-routine expenses had not been incurred.
Schwab Target 2030 Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
15.77
|
$
14.70
|
$12.42
|
$11.43
|
$11.05
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.21
1
|
0.22
|
0.22
|
0.19
|
0.19
|
|
Net
realized and unrealized gains (losses)
|
0.17
|
1.10
|
2.31
|
0.99
|
0.38
|
|
Total
from investment operations
|
0.38
|
1.32
|
2.53
|
1.18
|
0.57
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.36)
|
(0.25)
|
(0.25)
|
(0.19)
|
(0.19)
|
|
Distributions
from net realized gains
|
(0.20)
|
—
|
—
|
—
|
—
|
|
Total
distributions
|
(0.56)
|
(0.25)
|
(0.25)
|
(0.19)
|
(0.19)
|
|
Net
asset value at end of period
|
$15.59
|
$15.77
|
$
14.70
|
$12.42
|
$11.43
|
|
Total
return
|
2.44%
|
9.11%
|
20.73%
|
10.52%
|
5.20%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
2
|
0.00%
3
|
—
|
—
|
—
|
—
|
|
Gross
operating expenses
2
|
0.03%
|
0.03%
|
0.04%
|
0.05%
|
0.05%
|
|
Net
investment income (loss)
|
1.36%
|
1.38%
|
1.59%
|
1.62%
|
1.60%
|
|
Portfolio
turnover rate
|
19%
|
26%
|
10%
|
12%
|
8%
|
|
Net
assets, end of period (x 1,000,000)
|
$
789
|
$
727
|
$
621
|
$
444
|
$
372
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
3
Less than 0.005%; the
ratio of net operating expenses would have been 0.00%, if certain non-routine expenses had not been incurred.
Schwab Target 2035 Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$15.23
|
$14.12
|
$11.69
|
$
10.70
|
$10.32
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.19
1
|
0.20
|
0.20
|
0.16
|
0.16
|
|
Net
realized and unrealized gains (losses)
|
0.17
|
1.15
|
2.45
|
0.99
|
0.38
|
|
Total
from investment operations
|
0.36
|
1.35
|
2.65
|
1.15
|
0.54
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.35)
|
(0.24)
|
(0.22)
|
(0.16)
|
(0.16)
|
|
Distributions
from net realized gains
|
(0.54)
|
—
|
—
|
—
|
—
|
|
Total
distributions
|
(0.89)
|
(0.24)
|
(0.22)
|
(0.16)
|
(0.16)
|
|
Net
asset value at end of period
|
$
14.70
|
$15.23
|
$
14.12
|
$11.69
|
$
10.70
|
|
Total
return
|
2.43%
|
9.62%
|
23.02%
|
10.89%
|
5.27%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
2
|
0.00%
3
|
—
|
—
|
—
|
—
|
|
Gross
operating expenses
2
|
0.05%
|
0.07%
|
0.09%
|
0.13%
|
0.17%
|
|
Net
investment income (loss)
|
1.28%
|
1.28%
|
1.42%
|
1.45%
|
1.41%
|
|
Portfolio
turnover rate
|
14%
|
24%
|
5%
|
11%
|
4%
|
|
Net
assets, end of period (x 1,000,000)
|
$
337
|
$
282
|
$
204
|
$
111
|
$
77
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
3
Less than 0.005%; the
ratio of net operating expenses would have been 0.00%, if certain non-routine expenses had not been incurred.
Schwab Target 2040 Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
11/1/12–
10/31/13
|
11/1/11–
10/31/12
|
11/1/10–
10/31/11
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
16.77
|
$15.49
|
$
12.67
|
$11.55
|
$11.16
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.21
1
|
0.21
|
0.22
|
0.17
|
0.17
|
|
Net
realized and unrealized gains (losses)
|
0.20
|
1.33
|
2.84
|
1.12
|
0.40
|
|
Total
from investment operations
|
0.41
|
1.54
|
3.06
|
1.29
|
0.57
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.39)
|
(0.26)
|
(0.24)
|
(0.17)
|
(0.18)
|
|
Distributions
from net realized gains
|
(0.37)
|
—
|
—
|
—
|
—
|
|
Total
distributions
|
(0.76)
|
(0.26)
|
(0.24)
|
(0.17)
|
(0.18)
|
|
Net
asset value at end of period
|
$16.42
|
$
16.77
|
$15.49
|
$
12.67
|
$11.55
|
|
Total
return
|
2.48%
|
10.07%
|
24.55%
|
11.33%
|
5.08%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
2
|
0.00%
3
|
—
|
—
|
—
|
—
|
|
Gross
operating expenses
2
|
0.03%
|
0.04%
|
0.04%
|
0.06%
|
0.06%
|
|
Net
investment income (loss)
|
1.27%
|
1.26%
|
1.47%
|
1.42%
|
1.42%
|
|
Portfolio
turnover rate
|
13%
|
23%
|
6%
|
12%
|
3%
|
|
Net
assets, end of period (x 1,000,000)
|
$
834
|
$
768
|
$
639
|
$
435
|
$
342
|
|
1
Calculated based on the
average shares outstanding during the period.
2
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
3
Less than 0.005%; the
ratio of net operating expenses would have been 0.00%, if certain non-routine expenses had not been incurred.
Schwab Target 2045 Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
1/23/13
1
–
10/31/13
|
|
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
12.67
|
$11.66
|
$
10.00
|
|
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.14
2
|
0.16
|
0.02
|
|
|
|
Net
realized and unrealized gains (losses)
|
0.15
|
1.03
|
1.64
|
|
|
|
Total
from investment operations
|
0.29
|
1.19
|
1.66
|
|
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.29)
|
(0.18)
|
—
|
|
|
|
Distributions
from net realized gains
|
(0.16)
|
—
|
—
|
|
|
|
Total
distributions
|
(0.45)
|
(0.18)
|
—
|
|
|
|
Net
asset value at end of period
|
$12.51
|
$
12.67
|
$11.66
|
|
|
|
Total
return
|
2.37%
|
10.30%
|
16.60%
3
|
|
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
4
|
0.00%
5
|
—
|
0.00%
6
,
7
|
|
|
|
Gross
operating expenses
4
|
0.20%
|
0.32%
|
1.08%
6
|
|
|
|
Net
investment income (loss)
|
1.09%
|
1.03%
|
0.46%
6
|
|
|
|
Portfolio
turnover rate
|
10%
|
23%
|
39%
3
|
|
|
|
Net
assets, end of period (x 1,000,000)
|
$
66
|
$
41
|
$
18
|
|
|
|
1
Commencement of
operations.
2
Calculated based on the
average shares outstanding during the period.
3
Not annualized.
4
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
5
Less than 0.005%; the
ratio of net operating expenses would have been 0.00%, if certain non-routine expenses had not been incurred.
6
Annualized.
7
Less than 0.005%; the
ratio of net operating expenses would have been 0.00%, if interest expense had not been incurred.
Schwab Target 2050 Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
1/23/13
1
–
10/31/13
|
|
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
12.75
|
$
11.72
|
$10.00
|
|
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.13
2
|
0.17
|
0.02
|
|
|
|
Net
realized and unrealized gains (losses)
|
0.18
|
1.04
|
1.70
|
|
|
|
Total
from investment operations
|
0.31
|
1.21
|
1.72
|
|
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.30)
|
(0.18)
|
—
|
|
|
|
Distributions
from net realized gains
|
(0.16)
|
—
|
—
|
|
|
|
Total
distributions
|
(0.46)
|
(0.18)
|
—
|
|
|
|
Net
asset value at end of period
|
$12.60
|
$
12.75
|
$
11.72
|
|
|
|
Total
return
|
2.44%
|
10.43%
|
17.20%
3
|
|
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
4
|
0.00%
5
|
—
|
0.00%
6
,
7
|
|
|
|
Gross
operating expenses
4
|
0.25%
|
0.39%
|
1.37%
6
|
|
|
|
Net
investment income (loss)
|
1.05%
|
0.99%
|
0.40%
6
|
|
|
|
Portfolio
turnover rate
|
8%
|
23%
|
40%
3
|
|
|
|
Net
assets, end of period (x 1,000,000)
|
$
53
|
$
33
|
$
14
|
|
|
|
1
Commencement of
operations.
2
Calculated based on the
average shares outstanding during the period.
3
Not annualized.
4
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
5
Less than 0.005%; the
ratio of net operating expenses would have been 0.00%, if certain non-routine expenses had not been incurred.
6
Annualized.
7
Less than 0.005%; the
ratio of net operating expenses would have been 0.00%, if interest expense had not been incurred.
Schwab Target 2055 Fund
|
11/1/14–
10/31/15
|
11/1/13–
10/31/14
|
1/23/13
1
–
10/31/13
|
|
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
12.79
|
$
11.74
|
$10.00
|
|
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.13
2
|
0.16
|
0.02
|
|
|
|
Net
realized and unrealized gains (losses)
|
0.17
|
1.07
|
1.72
|
|
|
|
Total
from investment operations
|
0.30
|
1.23
|
1.74
|
|
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.30)
|
(0.18)
|
—
|
|
|
|
Distributions
from net realized gains
|
(0.16)
|
—
|
—
|
|
|
|
Total
distributions
|
(0.46)
|
(0.18)
|
—
|
|
|
|
Net
asset value at end of period
|
$12.63
|
$
12.79
|
$
11.74
|
|
|
|
Total
return
|
2.36%
|
10.59%
|
17.40%
3
|
|
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Net
operating expenses
4
|
0.00%
5
|
—
|
0.00%
6
,
7
|
|
|
|
Gross
operating expenses
4
|
0.44%
|
0.68%
|
2.78%
7
|
|
|
|
Net
investment income (loss)
|
1.03%
|
0.94%
|
0.34%
7
|
|
|
|
Portfolio
turnover rate
|
8%
|
29%
|
12%
3
|
|
|
|
Net
assets, end of period (x 1,000,000)
|
$
29
|
$
18
|
$
7
|
|
|
|
1
Commencement of
operations.
2
Calculated based on the
average shares outstanding during the period.
3
Not annualized.
4
The expenses incurred by
underlying funds in which the fund invests are not included in this ratio.
5
Less than 0.005%; the
ratio of net operating expenses would have been 0.00%, if certain non-routine expenses had not been incurred.
6
Less than 0.005%; the
ratio of net operating expenses would have been 0.00%, if interest expense had not been incurred.
7
Annualized.
The funds’ investments in underlying funds
The following table shows which
underlying funds may be used within each asset class and style class and each fund’s approximate asset allocation to each underlying fund as of February 25, 2016. Each fund’s allocation to a specified asset class, style class and
underlying fund will change over time. Included in the current universe of underlying funds are five unaffiliated funds: two within the domestic large-cap equity style class and three within the fixed income asset category. Similar to the Schwab
Funds and Laudus Funds that serve as underlying funds, the investment objectives and principal investment strategies of these unaffiliated funds are described in the “Description of underlying funds” section of the prospectus under the
sub-headings “Unaffiliated Large-Cap Value Fund I,” “Unaffiliated Large-Cap Value Fund II,” “Unaffiliated Fixed Income Fund II,” “Unaffiliated Fixed Income Fund III,” and “Unaffiliated Fixed
Income Fund IV,” respectively.
The adviser may exclude one or more underlying
funds from a fund’s asset allocation strategy at any given time. For additional details regarding how the adviser determines the funds’ underlying fund and style class allocations, please refer back to the “Principal Investment
Strategies” section in the Fund Summary sections and the section “Fund details: Investment objectives, strategies and risks” in this prospectus. The adviser reserves the right to substitute other underlying funds and add additional
underlying funds from time to time should circumstances warrant a change.
The allocations may not add to 100% due to
rounding.
Asset
Class, Style Class and Underlying Funds
|
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
|
Equity
Funds
|
|
|
|
|
|
|
|
Large
Cap
|
|
|
|
|
|
|
|
Schwab
Core Equity Fund
|
6.83%
|
7.20%
|
9.11%
|
10.84%
|
12.05%
|
13.00%
|
13.81%
|
Schwab
S&P 500 Index Fund
|
5.59%
|
5.89%
|
7.45%
|
8.87%
|
9.86%
|
10.63%
|
11.30%
|
Schwab
Dividend Equity Fund
|
3.11%
|
3.27%
|
4.14%
|
4.93%
|
5.48%
|
5.91%
|
6.28%
|
Laudus
U.S. Large Cap Growth Fund
|
6.21%
|
6.55%
|
8.28%
|
9.85%
|
10.96%
|
11.81%
|
12.55%
|
Unaffiliated
Large-Cap Value Fund I
|
2.48%
|
2.62%
|
3.31%
|
3.94%
|
4.38%
|
4.73%
|
5.02%
|
Unaffiliated
Large-Cap Value Fund II
|
0.62%
|
0.65%
|
0.83%
|
0.99%
|
1.10%
|
1.18%
|
1.26%
|
Small
Cap
|
|
|
|
|
|
|
|
Schwab
Small-Cap Equity Fund
|
1.40%
|
1.48%
|
2.08%
|
2.78%
|
3.42%
|
4.07%
|
4.80%
|
Laudus
Small-Cap MarketMasters Fund
|
0.76%
|
0.80%
|
1.12%
|
1.50%
|
1.84%
|
2.19%
|
2.59%
|
Global
Real Estate
|
|
|
|
|
|
|
|
Schwab
Global Real Estate Fund
|
1.88%
|
1.98%
|
2.59%
|
3.16%
|
3.58%
|
3.94%
|
4.27%
|
International
|
|
|
|
|
|
|
|
Laudus
International MarketMasters Fund
|
5.23%
|
5.54%
|
7.57%
|
9.24%
|
10.51%
|
11.58%
|
12.59%
|
Laudus
Mondrian Emerging Markets Fund
|
0.00%
|
0.00%
|
0.36%
|
0.90%
|
1.43%
|
1.97%
|
2.57%
|
Schwab
International Core Equity Fund
|
3.49%
|
3.69%
|
5.05%
|
6.16%
|
7.01%
|
7.72%
|
8.39%
|
TOTAL
EQUITY
|
37.61%
|
39.67%
|
51.90%
|
63.14%
|
71.63%
|
78.72%
|
85.41%
|
Fixed
Income Funds
|
|
|
|
|
|
|
|
Intermediate-Term
Bond
|
|
|
|
|
|
|
|
Schwab
Total Bond Market Fund
|
23.33%
|
22.35%
|
17.81%
|
13.36%
|
9.83%
|
6.79%
|
4.17%
|
Schwab
Intermediate-Term Bond Fund
|
0.00%
|
0.00%
|
0.77%
|
1.22%
|
1.34%
|
1.29%
|
1.09%
|
Unaffiliated
Fixed Income Fund II
|
1.21%
|
1.37%
|
2.39%
|
3.11%
|
3.28%
|
2.98%
|
2.34%
|
Unaffiliated
Fixed Income Fund III
|
4.88%
|
4.53%
|
2.96%
|
1.79%
|
1.09%
|
0.63%
|
0.32%
|
Unaffiliated
Fixed Income Fund IV
|
9.33%
|
9.29%
|
8.97%
|
7.77%
|
6.27%
|
4.65%
|
3.03%
|
Short-Term
Bond
|
|
|
|
|
|
|
|
Schwab
Short-Term Bond Market Fund
|
9.56%
|
9.13%
|
5.96%
|
3.56%
|
2.11%
|
1.16%
|
0.49%
|
Inflation-Protected
Bond
|
|
|
|
|
|
|
|
Schwab
Treasury Inflation Protected Securities Index Fund
|
6.24%
|
6.03%
|
2.86%
|
0.79%
|
0.00%
|
0.00%
|
0.00%
|
International
Bond
|
|
|
|
|
|
|
|
Laudus
Mondrian International Government Fixed Income fund
|
1.23%
|
1.33%
|
1.74%
|
1.79%
|
1.62%
|
1.35%
|
0.99%
|
TOTAL
FIXED INCOME
|
55.78%
|
54.04%
|
43.46%
|
33.38%
|
25.55%
|
18.86%
|
12.43%
|
Cash
and cash equivalents (including money market funds
)
|
|
|
|
|
|
|
|
Schwab
Variable Share Price Money Fund/cash equivalents
|
6.61%
|
6.29%
|
4.64%
|
3.48%
|
2.82%
|
2.42%
|
2.16%
|
62
The funds’
investments in underlying funds
Asset
Class, Style Class and Underlying Funds
|
|
|
|
|
Schwab
Target
2045
Fund
|
Schwab
Target
2050
Fund
|
Schwab
Target
2055
Fund
|
Equity
Funds
|
|
|
|
|
|
|
|
Large-Cap
|
|
|
|
|
|
|
|
Schwab
Core Equity Fund
|
|
|
|
|
14.25%
|
14.51%
|
14.75%
|
Schwab
S&P 500 Index Fund
|
|
|
|
|
11.66%
|
11.87%
|
12.07%
|
Schwab
Dividend Equity Fund
|
|
|
|
|
6.48%
|
6.60%
|
6.70%
|
Laudus
U.S. Large Cap Growth Fund
|
|
|
|
|
12.95%
|
13.19%
|
13.41%
|
Unaffiliated
Large-Cap Value Fund I
|
|
|
|
|
5.18%
|
5.28%
|
5.36%
|
Unaffiliated
Large-Cap Value Fund II
|
|
|
|
|
1.30%
|
1.32%
|
1.34%
|
Small-Cap
|
|
|
|
|
|
|
|
Schwab
Small-Cap Equity Fund
|
|
|
|
|
5.32%
|
5.69%
|
6.09%
|
Laudus
Small-Cap MarketMasters Fund
|
|
|
|
|
2.87%
|
3.07%
|
3.28%
|
Global
Real Estate
|
|
|
|
|
|
|
|
Schwab
Global Real Estate Fund
|
|
|
|
|
4.47%
|
4.60%
|
4.73%
|
International
|
|
|
|
|
|
|
|
Laudus
International MarketMasters Fund
|
|
|
|
|
13.20%
|
13.59%
|
13.96%
|
Laudus
Mondrian Emerging Markets Fund
|
|
|
|
|
2.96%
|
3.23%
|
3.51%
|
Schwab
International Core Equity Fund
|
|
|
|
|
8.80%
|
9.06%
|
9.31%
|
TOTAL
EQUITY
|
|
|
|
|
89.44%
|
92.00%
|
94.50%
|
Fixed-Income
Funds
|
|
|
|
|
|
|
|
Intermediate-Term
Bond
|
|
|
|
|
|
|
|
Schwab
Total Bond Market Fund
|
|
|
|
|
2.71%
|
1.85%
|
1.05%
|
Schwab
Intermediate-Term Bond Fund
|
|
|
|
|
0.87%
|
0.68%
|
0.44%
|
Unaffiliated
Fixed Income Fund II
|
|
|
|
|
1.76%
|
1.31%
|
0.81%
|
Unaffiliated
Fixed Income Fund III
|
|
|
|
|
0.18%
|
0.11%
|
0.06%
|
Unaffiliated
Fixed Income Fund IV
|
|
|
|
|
2.05%
|
1.42%
|
0.82%
|
Short-Term
bond
|
|
|
|
|
|
|
|
Schwab
Short-Term Bond Market Fund
|
|
|
|
|
0.21%
|
0.08%
|
0.01%
|
Inflation-Protected
bond
|
|
|
|
|
|
|
|
Schwab
Treasury Inflation Protected Securities Index Fund
|
|
|
|
|
0.00%
|
0.00%
|
0.00%
|
International
Bond
|
|
|
|
|
|
|
|
Laudus
Mondrian International Government Fixed Income Fund
|
|
|
|
|
0.71%
|
0.52%
|
0.31%
|
TOTAL
FIXED INCOME
|
|
|
|
|
8.50%
|
5.98%
|
3.50%
|
Cash
and cash equivalents (including money market funds
)
|
|
|
|
|
|
|
|
Schwab
Variable Share Price Money Fund/cash equivalents
|
|
|
|
|
2.06%
|
2.02%
|
2.00%
|
The funds’ investments in underlying funds
63
Description of underlying funds
The funds invest primarily in the underlying
funds. Therefore, each fund’s investment performance is directly related to the investment performance of these underlying funds. The following chart provides a brief description of the investment objective and principal investment strategies
of the funds’ current underlying funds. Additional information about the underlying funds is provided in each underlying fund’s prospectus.
Asset
Class, Style Class (if Applicable) & Underlying Fund
|
Investment
Objective and Principal Investment Strategy
|
Equity Funds—Domestic
Large-Cap
|
Schwab
Core Equity Fund
|
Seeks
long-term capital growth. The fund invests, under normal circumstances, at least 80% of its net assets in equity securities of U.S. companies. The fund expects to hold the common stocks of U.S. companies that have market capitalization of
approximately $500 million or more. Though a portfolio optimization process, the fund seeks to assemble a portfolio with long-term performance that will exceed that of the S&P 500
®
Index.
|
Schwab
S&P 500 Index Fund
|
Seeks
to track the total return of the S&P 500
®
Index. Under normal circumstances, the fund will invest at least 80% of its net assets in stocks that
are included in the S&P 500
®
Index.
|
Schwab
Dividend Equity Fund
|
Seeks
current income and capital appreciation. The fund invests, under normal circumstances, at least 80% of its net assets in dividend paying common and preferred stock. The fund invests in securities of U.S. publicly-traded companies that tend to be
either large- or mid-cap companies.
|
Laudus
U.S. Large Cap Growth Fund
|
Seeks
long-term capital appreciation. Under normal circumstances, the fund invests at least 80% of its net assets (plus borrowings for investment purposes, if any) in equity securities of U.S. large capitalization companies. The fund defines large
capitalization companies as those with a market capitalization of at least $3 billion at the time of investment. In addition, up to 20% of the fund’s net assets may be invested in foreign equity securities. Investments in equity securities
include common stock and preferred stock. The fund may, but is not required to, use derivative instruments for risk management purposes or as part of the fund’s investment strategies. When selecting securities for the fund, the fund’s
subadviser considers earnings revision trends, expected earnings growth rates, sales acceleration, price earnings multiples and positive stock price momentum.
|
Unaffiliated
Large-Cap Value Fund I
|
Seeks
capital appreciation, with a secondary goal of current income. The fund invests primarily in equity securities of large capitalization companies. Under normal circumstances, the fund will invest (except when maintaining a temporary defensive
position) at least 80% of the value of its net assets in equity securities of companies with a market capitalization of greater than $1 billion at the time of purchase. The fund will invest mostly in companies the portfolio managers believe are
“value” companies. The portfolio managers seek companies that they believe are neglected or out of favor and whose stock prices are low in relation to current earnings, cash flow, book value and sales and those companies that it believes
have reasonable prospects for growth even though the expectations for these companies are low and their valuations are temporarily depressed.
|
Unaffiliated
Large-Cap Value Fund II
|
Seeks
long-term growth of principal and income. A secondary objective is to achieve a reasonable current income. The fund invests primarily in a diversified portfolio of equity securities. Under normal circumstances, the fund will invest at least 80% of
its total assets in equity securities, including common stocks, depositary receipts evidencing ownership of common stocks, preferred stocks, securities convertible into common stocks, and securities that carry the right to buy common stocks. The
fund may invest up to 20% of its total assets in U.S. dollar- denominated securities of non-U.S. issuers traded in the United States that are not in the S&P 500 Index. The fund may enter into forward currency contracts or currency futures
contracts to hedge foreign currency exposure. The fund typically invests in medium-to-large well established companies based on standards of the applicable market. In selecting investments, the fund typically invests in companies that, in the fund
advisor's opinion, appear to be temporarily undervalued by the stock market but have a favorable outlook for long-term growth.
|
64
The funds’
investments in underlying funds
Asset
Class, Style Class (if Applicable) & Underlying Fund
|
Investment
Objective and Principal Investment Strategy
|
Equity Funds—Domestic
Small-Cap
|
Schwab
Small-Cap Equity Fund
|
Seeks
long-term capital growth. Under normal circumstances, the fund invests at least 80% of its net assets in small-cap equity securities. Small-cap equity securities generally are securities with market capitalizations within the universe of the
Russell 2000
®
Index at the time of purchase by the fund. The market capitalization range of the Russell 2000
®
Index was $177 million to $4.3 billion, as of May 29, 2015 (the most recent index reconstitution date), and will change as market conditions change.
The fund seeks to assemble a portfolio with long-term performance that will exceed that of the Russell 2000
®
Index.
|
Laudus
Small-Cap MarketMasters Fund
|
Seeks
long-term capital appreciation. Under normal circumstances, the fund invests at least 80% of its net assets in equity securities of companies with small market capitalizations or investments with similar economic characteristics, such as futures.
Companies with small market capitalizations generally are those with market capitalizations of $2.5 billion or less but may include companies with market capitalizations of up to $5 billion so long as the purchase of those securities would not cause
the average weighted market capitalization of the fund to exceed $3 billion.
|
Equity Funds—Global Real
Estate
|
Schwab
Global Real Estate Fund
|
Seeks
capital growth and income consistent with prudent investment management. The fund invests, under normal circumstances, at least 80% of its net assets in securities of real estate companies and companies related to the real estate industry. The fund
may invest a significant portion of its total assets in real estate investment trusts (REITs) and other similar REIT-like structures. The fund does not invest directly in real estate.
|
Equity
Funds—International
|
Laudus
International MarketMasters Fund
|
Seeks
long-term capital appreciation. The fund normally invests a substantial amount of its assets in equity securities of companies outside the United States and typically focuses on developed markets, but may invest in companies from emerging markets
as well. The fund invests in companies across all market capitalization ranges.
|
Laudus
Mondrian Emerging Markets Fund
|
Seeks
long-term capital appreciation. Under normal circumstances, the fund invests at least 80% of its net assets (including, for this purpose, any borrowings for investment purposes) in the securities of emerging markets issuers. The fund generally
invests in large capitalization equity securities of emerging market companies that, in the subadviser’s opinion, are undervalued at the time of purchase based on fundamental value analysis employed by the subadviser. The fund considers an
“emerging country” to be any country except the United States, Canada, and those in the MSCI EAFE Index. Although this is not an exclusive list, the subadviser considers an emerging country security to be one that is issued by a company
that exhibits one or more of the following characteristics: (1) its principal securities trading market is in an emerging country, as defined above; (2) while traded in any market, alone or on a consolidated basis, the company derives 50% or more of
its annual revenues or annual profits from either goods produced, sales made or services performed in emerging countries; (3) the company has 50% or more of its assets located in an emerging country; or (4) it is organized under the laws of, and has
a principal office in, an emerging country. Companies with large market capitalizations generally are those with market capitalizations of $3.5 billion or more at the time of purchase. Typically the fund will invest in securities of approximately
45-55 companies.
|
The funds’ investments in underlying funds
65
Asset
Class, Style Class (if Applicable) & Underlying Fund
|
Investment
Objective and Principal Investment Strategy
|
Schwab
International Core Equity Fund
|
Seeks
long-term capital growth. Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities. The Fund invests primarily in the stocks of publicly traded companies located in developed countries excluding the United
States
.
Developed countries include, but are not limited to Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway,
Singapore, Spain, Sweden, Switzerland, and the United Kingdom. Though the Fund invests primarily in securities issued by companies located in developed countries, it may also invest in securities issued by companies located in emerging markets. The
Fund considers any country that is not a developed country to be an emerging market country. The fund typically invests a majority of its assets in the stocks of large-cap and mid-cap companies, but may invest a portion of its assets in small-cap
companies. In addition, the portfolio managers seek to allocate the Fund’s investments across different countries and geographic regions in an effort to manage the economic and sociopolitical risks associated with investing in a single country
or limited number of countries. The Fund seeks to assemble a portfolio with long-term performance that will exceed that of the MSCI EAFE Index.
|
Fixed Income
Funds—Intermediate-term bond
|
Schwab
Total Bond Market Fund
|
Seeks
high current income by tracking the performance of the Barclays U.S. Aggregate Bond Index (Barclays Index). The fund normally invests at least 80% of its net assets in debt instruments of varying maturities. The fund primarily invests in investment
grade instruments. The fund may invest in fixed-, variable- or floating rate debt instruments. The fund also may invest in debt instruments of domestic and foreign issuers, including mortgage-backed or asset-backed securities.
|
Schwab
Intermediate-Term Bond Fund
|
Seeks
total return. Under normal circumstance, the fund invests at least 80% of its net assets (net assets plus any borrowings for investment purposes) in debt instruments. The fund invests primarily in fixed income instruments issued by the U.S.
government, its agencies or instrumentalities, and U.S. companies and entities. The fund may also invest in U.S. dollar denominated fixed income instruments issued by non-U.S. and emerging market governments, governmental agencies, companies and
entities and supranational entities. Under normal circumstances, the dollar-weighted average maturity of the fund’s portfolio is expected to be between three years and ten years. The fund may invest in fixed-, variable- or floating-rate bonds
of any kind, including, government and agency bonds, corporate bonds, commercial and residential mortgage-backed securities, collateralized mortgage obligations, asset-backed securities, hybrid securities, and preferred securities. The fund invests
at least 75% of its net assets in investment grade bonds as rated by independent rating agencies, or if unrated, determined by the investment adviser to be of comparable quality. The fund may also invest up to 10% of its net assets in bonds rated
below investment grade (sometimes called junk bonds) or their unrated equivalents as determined by the investment adviser. The fund may invest in bonds having ultra-short, short-, intermediate- and long-term maturities.
|
Unaffiliated
Fixed Income Fund II
|
Seeks
high total investment return through a combination of current income and capital appreciation. The fund invests, under normal circumstances, at least 80% of its net assets in investment-grade fixed-income securities. The fund may invest up to 10%
of its assets in below investment-grade fixed-income securities and may invest in fixed-income securities of any maturity. The fund may also invest any portion of its assets in securities of Canadian issuers and up to 20% of its assets in securities
of other foreign issuers, including emerging markets securities. The fund may also invest in obligations of supranational entities without limit (e.g., the World Bank), corporate securities, U.S. government securities, commercial paper, zero-coupon
securities, mortgage-backed securities, including mortgage dollar rolls, stripped mortgage-backed securities and collateralized mortgage obligations and other asset-backed securities, when-issued securities, convertible securities, Rule 144A
securities and structured notes. The fund may also engage in foreign currency hedging transactions and swap transactions (including credit default swaps) for hedging or investment purposes.
|
66
The funds’ investments in underlying funds
Asset
Class, Style Class (if Applicable) & Underlying Fund
|
Investment
Objective and Principal Investment Strategy
|
Unaffiliated
Fixed Income Fund III
|
Seeks
total return, consisting of income and capital appreciation. Under normal circumstances, the fund invests at least 80% of its net assets in bonds and at least 80% of the fund’s total assets in investment-grade debt securities. The fund may
invest up to 25% of its total assets in asset-backed securities or, other than mortgage-backed securities; and up to 20% of its fund’s total assets in U.S. dollar-denominated debt securities of foreign issuers. The fund is a gateway fund that
invests substantially all of its assets in a master portfolio with a substantially identical investment objective and substantially similar investment strategies. The fund may invest in additional master portfolios, in other affiliated funds, or
directly in a portfolio of securities. The fund invests principally in investment-grade debt securities, including U.S. Government obligations, corporate bonds and mortgage- and asset-backed securities. As part of its investment strategy, the fund
may enter into mortgage dollar rolls and reverse repurchase agreements, as well as invest in U.S. dollar-denominated debt securities of foreign issuers. The fund may also use futures, options or swap agreements to manage risk or to enhance return or
as a substitute for purchasing the underlying security. While the fund may purchase securities of any maturity or duration, under normal circumstances, the fund expect to maintain an overall portfolio dollar-weighted average effective duration that
is within 10% of that of the Fund’s benchmark. The fund’s benchmark, the Barclays U.S. Aggregate Bond index, had a duration of 5.62 years, as of August 31, 2015. “Dollar-Weighted Average Effective Duration” is an aggregate
measure of the sensitivity of a fund’s fixed income portfolio securities to changes in interest rates.
|
Unaffiliated
Fixed Income Fund IV
|
Seeks
to maximize long-term total return by investing, under normal circumstances, at least 80% of its net assets in investment grade fixed income securities or unrated securities that are determined by the fund’s investment adviser to be of
similar quality. Up to 20% of the fund’s net assets may be invested in securities rated below investment grade. The fund also invests at least 80% of its net assets plus borrowings for investment purposes in fixed income securities it regards
as bonds. Under normal conditions, the portfolio duration is two to eight years and the dollar-weighted average maturity ranges from two to fifteen years. The fund invests in the U.S. and abroad, including emerging markets, and may purchase
securities of varying maturities issued by domestic and foreign corporations and governments. The fund’s investment adviser will focus the fund’s portfolio holdings in areas of the bond market (based on quality, sector, coupon or
maturity) that the adviser believes to be relatively undervalued. Investments include various types of bonds and other securities, typically corporate bonds, notes, collateralized bond obligations, collateralized debt obligations, mortgage-related
and asset-backed securities, bank loans, money-market securities, swaps, futures, municipal securities, options, credit default swaps, private placements and restricted securities. These investments may have interest rates that are fixed, variable
or floating.
|
Fixed Income
Funds—Short-term bond
|
Schwab
Short-Term Bond Market Fund
|
Seeks
high current income by tracking the performance of the Barclays U.S. Government/Credit 1-5 Years Index. The fund primarily invests in a diversified portfolio of investment grade debt instruments of varying maturities and is designed to track the
performance of the Barclays U.S. Government/Credit 1-5 Years Index. The fund is not required to invest any percentage of its assets in the securities represented in the index. The fund normally invests at least 80% of its net assets in debt
instruments of varying maturities. Under normal circumstances, the dollar-weighted average maturity of the fund’s portfolio is not expected to exceed three years.
|
Fixed Income
Funds—Inflation-protected bond
|
Schwab
Treasury Inflation Protected Securities Index Fund
|
Seeks
to track as closely as possible, before fees and expenses, the price and yield performance of the Barclays U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L)
SM
. The Index includes all publicly-issued U.S. Treasury Inflation-Protected Securities (TIPS) that have at least one year remaining to maturity, are rated
investment grade and have $250 million or more of outstanding face value. Under normal circumstances, the fund will invest at least 90% of its net assets in securities included in the Index. The fund will generally give the same weight to a given
security as the Index does.
|
The funds’ investments in underlying funds
67
Asset
Class, Style Class (if Applicable) & Underlying Fund
|
Investment
Objective and Principal Investment Strategy
|
Fixed Income
Funds—International bond
|
Laudus
Mondrian International Government Fixed Income Fund
|
Seeks
long-term total return consistent with its value-oriented investment approach. The fund invests primarily in fixed income securities that may also provide the potential for capital appreciation. The fund is an international fund that invests
primarily in issuers that are organized, have a majority of their assets or derive most of their operating income outside of the United States. As such, it may invest primarily in securities issued in any currency and may hold foreign currency.
Under normal circumstances, the fund intends to invest in securities which are denominated in foreign currencies. Securities of issuers within a given country may be denominated in the currency of such country, in the currency of another country or
in multinational currency units, such as the euro. The fund will attempt to achieve its objective by investing in a broad range of fixed income securities, including debt obligations of governments, their agencies, instrumentalities or political
subdivisions and companies. They will generally be rated, at the time of investment, BBB or better by S&P or Moody’s or, if unrated, are deemed to be of comparable quality by the subadviser. Under normal circumstances, the fund will invest
at least 80% of its net assets (including, for this purpose, any borrowings for investment purposes) in fixed income securities issued by governments, government agencies or instrumentalities including government-sponsored entities and
supra-national entities.
|
Money Market Funds
|
Schwab
Variable Share Price Money Fund
|
Seeks
current income consistent with stability of capital and liquidity. The fund invests in high-quality short-term money market investments issued by U.S. and foreign issuers. Unlike a traditional stable share price money market fund, the fund will not
use the amortized cost method of valuation or round the per share net asset value (NAV) to the nearest whole cent and does not seek to maintain a stable share price. As a result, the fund's share price, which is its NAV, will vary and reflect the
effects of unrealized appreciation and depreciation and realized losses and gains.
|
68
The funds’ investments in underlying funds
The investment adviser for the
funds is Charles Schwab Investment Management, Inc., (CSIM or the investment adviser), 211 Main Street, San Francisco, CA 94105. CSIM was founded in 1989 and, as of January 31, 2016, managed approximately $277 billion in assets.
As the investment adviser, the firm oversees
the asset management and administration of the funds. The firm does not receive a fee for the services it performs for the funds. However, the firm is entitled to receive an annual management fee from each of the Schwab funds and Laudus funds that
serve as underlying funds.
A discussion regarding the
basis for the Board of Trustees’ approval of each fund's investment advisory agreement is available in each fund's 2015 annual report, which covers the period from November 1, 2014 through October 31, 2015.
Zifan Tang, Ph.D., CFA,
Managing Director and Head of Asset Allocation Strategies, leads the portfolio management team and has overall responsibility for all aspects of the management of the funds. She was appointed portfolio manager of the
funds in February 2012. Prior to joining CSIM in 2012, Ms. Tang was a product manager at Thomson Reuters and, from 1997 to 2009, worked as a portfolio manager at Barclays Global Investors, which was subsequently acquired by BlackRock.
Additional information about the
portfolio manager's compensation, other accounts managed by the portfolio manager and the portfolio manager's ownership of securities in each fund is available in the SAI.
In this section, you will find information on
buying, selling and exchanging shares. You may invest in a fund through an intermediary by placing orders through your brokerage account at Schwab or an account with another broker/dealer, investment adviser, 401(k) plan, employee benefit plan,
administrator, bank, or other financial intermediary (intermediary) that is authorized to accept orders on behalf of the fund (intermediary orders). Eligible Investors (as defined herein) may invest directly in a fund by placing orders through the
fund's transfer agent (direct orders). You also will see how to choose a distribution option for your investment. Helpful information on taxes is included as well.
Investing through a financial intermediary
Placing orders through your intermediary
When you place orders through Schwab or other
intermediary, you are not placing your orders directly with a fund, and you must follow Schwab’s or the other intermediary’s transaction procedures. Your intermediary may impose different or additional conditions than the funds on
purchases, redemptions and exchanges of fund shares. These differences may include initial, subsequent and maintenance investment requirements, exchange policies, fund choices, cut-off times for investment and trading restrictions. Your intermediary
may independently establish and charge its customers transaction fees, account fees and other fees in addition to the fees charged by the funds. These additional fees may vary over time and would increase the cost of your investment and lower
investment returns. You should consult your intermediary directly for information regarding these conditions and fees. The funds are not responsible for the failure of your intermediary to carry out its responsibilities.
Only certain intermediaries are authorized to
accept orders on behalf of a fund. If your fund shares are no longer held by an authorized intermediary, the fund may impose restrictions on your ability to manage or maintain your shares. For example, you will not be able to place orders to
purchase additional shares. To remove these restrictions, you have two options. First, you may move your shares to Schwab or another intermediary that is authorized to accept fund orders. Second, you may maintain a direct account with a fund if you
meet the eligibility requirements for placing direct orders and your completed account application and supporting documentation is returned to and accepted by the fund’s transfer agent, Boston Financial Data Services (transfer agent). The
eligibility requirements and instructions for submitting an account application are set forth in the “Investing directly with the funds” section of this prospectus. If you do not exercise one of these options within ninety days, the
funds reserve the right to redeem your shares.
Buying, selling and exchanging shares through an
intermediary
To purchase, redeem or
exchange shares held in your Schwab account or in your account at another intermediary, you must place your orders with the intermediary that holds your shares. You may not purchase, redeem or exchange shares held in your intermediary account
directly with a fund.
When selling or
exchanging shares, you should be aware of the following fund policies:
•The funds may take
up to seven days to pay sale proceeds.
•The funds reserve
the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of a fund’s assets, whichever is less. You may incur transaction expenses in converting these
securities to cash.
•Exchange
orders are limited to other Schwab Funds
®
that are not Sweep Investments
®
or Laudus MarketMasters Funds
®
and must meet the
minimum investment and other requirements for the fund and share class into which you are exchanging.
•You must obtain and
read the prospectus for the fund into which you are exchanging prior to placing your order.
Investing directly with the funds
Investor eligibility requirements for placing direct
orders
Only Eligible Investors (as
defined below) may purchase shares directly from a fund’s transfer agent, Boston Financial Data Services. Eligible Investors include, but are not limited to, qualified and non-qualified employee benefit plans (including but not limited to
defined benefit plans, defined contribution plans, 401(k) plans), foundations and endowments, banks, trusts, investment companies and corporate capital and cash management accounts. Eligible Investors may also be shareholders who receive shares of
Schwab Funds as a result of a reorganization of a fund. The funds reserve the right to determine which potential investors qualify as Eligible Investors. Shares held by a non-Eligible Investor directly with a fund are subject to involuntary
redemption by the fund.
70
Investing in the
funds
Opening an account to place direct orders
You must satisfy the investor eligibility
requirements for direct order clients in order to place direct orders for a fund’s shares. Eligible Investors must open an account with a fund through the fund’s transfer agent prior to placing direct orders. You may obtain an account
application by calling the transfer agent at 1-800-407-0256. Your completed application and supporting documents must be returned to, and accepted by, the transfer agent before you can place direct orders. You cannot place direct orders through your
Schwab account or through your account at another intermediary.
Initial and additional direct purchases by wire
Subject to acceptance by a
fund, you may make your initial purchase and any additional purchases of shares by wiring federal funds to the transfer agent. If you have not yet opened an account with a fund, you must fax a signed, hard copy of the completed account application
and all supporting documents to the transfer agent at 1-816-218-0490. You must call the transfer agent at 1-800-407-0256 prior to the close of a fund (generally 4:00 p.m. Eastern time or the close of the New York Stock Exchange (NYSE)) to place your
order and to receive wire instructions. Orders received by the transfer agent in good order on or prior to the close of a fund will be processed at the net asset value per share of the fund for that day. Your wired funds must be received and
accepted by the transfer agent prior to 6:00 p.m. Eastern time or the deadline for the Fedwire Funds Service for initiating third party transfers, whichever is earlier, on the day your purchase order is placed. Please call the transfer agent at
1-800-407-0256 if you have any questions or need additional information.
Initial and additional direct purchases by mail
Subject to acceptance by a fund, you may open
an account and make your initial purchase and any additional purchases of the fund’s shares by mail. To open an account by mail, complete and sign the account application and mail the account application, all supporting documents and a check
for the desired purchase amount to the transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. Additional investments may be made at any time by mailing a check (payable to Schwab Funds) to the
transfer agent at the address above. Be sure to include your account number on your check.
Subject to acceptance by a
fund, payment for the purchase of shares received by mail will be credited to a shareholder’s account at the net asset value per share of the fund next determined after receipt, even though the check may not yet have been converted into
federal funds. For purposes of calculating the purchase price of fund shares, a purchase order is received by a fund on the day that it is in good order unless it is rejected by the fund’s transfer agent. For a cash purchase order of fund
shares to be in good order on a particular day, a check must be received on or before the close of a fund (generally 4:00 p.m. Eastern time or the close of the NYSE) on that day. If the payment is received by a fund after the deadline, the purchase
price of fund shares will be based upon the next determination of net asset value of fund shares. No currency, third party checks, foreign checks, starter checks, credit card checks, traveler’s checks or money orders will be accepted by the
funds.
Direct redemptions and
exchanges
When selling or exchanging
shares directly, you should be aware of the following fund policies:
•The funds may take
up to seven days to pay sale proceeds.
•The funds reserve
the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of a fund’s assets, whichever is less. You may incur transaction expenses in converting these
securities to cash.
•Exchange
orders are limited to other Schwab Funds
®
that are not Sweep Investments
®
or Laudus MarketMasters Funds
®
and must meet the
minimum investment and other requirements for the fund and share class into which you are exchanging.
•If you are selling
shares that were recently purchased by check, the proceeds may be delayed until the check for purchase clears; this may take up to 15 days from the date of purchase.
•You must obtain and
read the prospectus for the fund into which you are exchanging prior to placing your order.
Direct redemptions by telephone
If you authorized the telephone redemption
option in the account application, you may place a redemption order by calling the transfer agent at 1-800-407-0256 and requesting that the redemption proceeds be wired per the authorized instructions in the account application or mailed to the
primary registration address. Your redemption order will be processed at the net asset value per share of a fund next determined after receipt of your telephone redemption order by the transfer agent. Please note that the transfer agent may only act
on telephone instructions believed by the transfer agent to be genuine. The transfer agent’s records of such instructions are binding on the shareholder. The funds and their service providers (including the transfer agent, Schwab and CSIM) are
not responsible for any losses or costs that may arise from following telephone instructions that the transfer agent reasonably believes to be genuine. The transfer agent will employ reasonable procedures to confirm that instructions communicated
are genuine. These procedures include tape recording of telephone instructions and requiring some form of personal identification prior to acting upon instructions received by telephone.
Investing in the
funds
71
Direct redemptions by mail
You may redeem your fund shares by mail by
sending a request letter to the funds' transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. Your redemption request will be processed by a fund at the net asset value per share of the fund next
determined after the request is received in good order. To be in good order, the redemption request must include the name of the fund and the number of shares or the dollar amount to be redeemed, all required signatures and authorizations and any
required signature guarantees.
Additional direct
redemption information
To protect you, the funds and
their service providers from fraud, signature guarantees may be required to enable the transfer agent to verify the identity of the person who has authorized a redemption from an account. Signature guarantees are required for (1) redemptions where
the proceeds are to be sent to someone other than the registered shareholder(s) at the registered address, (2) redemptions if your account address has changed within the last 10 business days, (3) share transfer requests, and (4) redemptions where
the proceeds are wired in connection with bank instructions not already on file with the transfer agent. Signature guarantees may be obtained from certain eligible financial institutions, including, but not limited to, the following: U.S. banks,
trust companies, credit unions, securities brokers and dealers, savings and loan associations and participants in the Securities and Transfer Association Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the New York Stock
Exchange Medallion Signature Program (MSP). Signature guarantees from non-U.S. banks that do not include a stamp may require a U.S. consulate stamp. You may contact the transfer agent at 1-800-407-0256 for further details.
Direct exchange privileges
Upon request, and subject to certain
limitations, shares of a fund may be exchanged into shares of any other Schwab Fund or Laudus MarketMasters Fund that is not a Sweep Investment. In order to exchange your shares to another fund, you must meet the minimum investment and other
requirements for the fund and share class into which you are exchanging. Further, you must obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. A new account opened by exchange must be established
with the same name(s), address(es) and tax identification number(s) as the existing account. All exchanges will be made based on the respective net asset values next determined following receipt of the request by a fund containing the information
indicated below.
The funds reserve the
right to suspend or terminate the privilege of exchanging shares of the funds by mail or by telephone at any time.
Direct exchanges by telephone
If you authorized the telephone redemption
option in the account application, you may exchange fund shares by telephone by calling the funds' transfer agent at 1-800-407-0256. Please be prepared to provide the following information: (a) the account number, tax identification number and
account registration; (b) the class of shares to be exchanged (if applicable); (c) the name of the fund from which and the fund into which the exchange is to be made; and (d) the dollar or share amount to be exchanged. Please note that the transfer
agent may act only on telephone instructions believed by the transfer agent to be genuine. Please see the section entitled “Direct redemptions by telephone” for more information regarding transacting with the funds’ transfer agent
via telephone.
Direct exchanges by mail
To exchange fund shares by mail, simply send a
letter of instruction to the funds’ transfer agent at Boston Financial Data Services, Attn: Schwab Funds, PO Box 8283, Boston, MA 02266-8323. The letter of instruction must include: (a) your account number; (b) the class of shares to be
exchanged (if applicable); (c) the fund from and the fund into which the exchange is to be made; (d) the dollar or share amount to be exchanged; and (e) the signatures of all registered owners or authorized parties.
Share price
The funds are open for business
each day that the NYSE is open. Each fund calculates its share price each business day as of the close of the NYSE (generally 4 p.m. Eastern time). If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically
be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the funds reserve the right to treat such day as a business day and accept purchase and redemption orders and calculate their share prices as of
the normally scheduled close of regular trading on the NYSE for that day. A fund’s share price is its net asset value per share, or NAV, which is the fund’s net assets divided by the number of its shares outstanding. Orders to buy, sell
or exchange shares that are received by a fund in good order on or prior to the close of the fund (generally 4 p.m. Eastern time) will be executed at the next share price calculated that day.
If you place an order through your Schwab
account or an account at another intermediary, please consult with your intermediary to determine when your order will be executed. Generally, you will receive the share price next calculated after a fund receives your order from your intermediary.
However, some intermediaries, such as Schwab, may arrange with a fund for you to receive the share price next calculated after your intermediary has received your order. Some intermediaries may require that they receive orders prior to a specified
cut-off time.
72
Investing in the
funds
In valuing underlying fund investments, the
funds use the NAVs reported by their underlying funds. In valuing other portfolio securities, the funds use market quotes or official closing prices if they are readily available. In cases where quotes are not readily available or the adviser deems
them unreliable, a fund may value securities based on fair values developed using methods approved by the funds’ Board of Trustees.
Shareholders of a fund should be aware that
because foreign markets are often open on weekends and other days when the fund is closed, the value of the fund’s portfolio may change on days when it is not possible to buy or sell shares of the fund.
Additional policies affecting your investment
Minimum
initial investment
|
$100
|
The minimum may be
waived for certain retirement plans and plan participants, and for certain investment programs or in a fund’s sole discretion.
Choose an option for fund distributions.
If you are an Eligible Investor placing direct orders with a fund, you will have one of the three options described below for fund distributions. If you don’t indicate a choice, you will receive the first option.
If you are placing orders through an intermediary, you will select from the options for fund distributions provided by your intermediary, which may be different than those provided by the funds to Eligible Investors. You should consult with your
financial intermediary to discuss available options.
Option
|
Feature
|
Reinvestment
|
All
dividends and capital gain distributions are invested automatically in shares of your fund.
|
Cash/reinvestment
mix
|
You
receive payment for dividends, while any capital gain distributions are invested in shares of your fund.
|
Cash
|
You
receive payment for all dividends and capital gain distributions.
|
Each fund reserves certain rights, including the
following:
•To
materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders.
•To change or waive
the fund's investment minimums.
•To suspend the right
to sell shares back to the fund, and delay sending proceeds, during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC.
•To withdraw or
suspend any part of the offering made by this prospectus.
Payments by the investment adviser or its affiliates
The investment adviser or its affiliates may
make cash payments out of their own resources, or provide products and services at a discount, to certain brokerage firms, banks, retirement plan service providers and other financial intermediaries that perform shareholder, recordkeeping,
sub-accounting and other administrative services in connection with investments in fund shares. These payments or discounts are separate from, and may be in addition to, any shareholder service fees or other administrative fees the funds may pay to
those intermediaries The investment adviser or its affiliates may also make cash payments out of their own resources, or provide products and services at a discount, to certain financial intermediaries that perform distribution, marketing,
promotional or other distribution-related services. The payments or discounts described by this paragraph may be substantial; however, distribution-related services provided by such intermediaries are paid by the investment adviser or its
affiliates, not by the funds or their shareholders.
Shareholder servicing plan
The Board of Trustees has
adopted a Shareholder Servicing Plan (the Plan) on behalf of the funds. The Plan enables the funds to bear expenses relating to the provision by financial intermediaries, including Schwab (together, service providers), of certain account
maintenance, customer liaison and shareholder services to the current shareholders of the funds. The funds are not subject to any fee under the Plan.
Investing in the
funds
73
Policy regarding short-term or excessive trading
The funds are intended for
long-term investment and not for short-term or excessive trading (collectively, market timing). Market timing may adversely impact the funds’ performance by disrupting the efficient management of the fund, increasing fund transaction costs and
taxes, causing the funds to maintain higher cash balances, and diluting the value of the funds’ shares.
In order to discourage market timing, each
fund’s Board of Trustees has adopted policies and procedures that are reasonably designed to reduce the risk of market timing by fund shareholders. Each fund seeks to deter market timing through several methods. These methods may include: fair
value pricing, imposition of redemption fees and trade activity monitoring. Fair value pricing and redemption fees are discussed more thoroughly in the subsequent pages of this prospectus and are considered to be key elements of the funds’
policy regarding short term or excessive trading. Trade activity monitoring is risk based and seeks to identify patterns of activity in amounts that might be detrimental to a fund.
Although these methods are designed to
discourage market timing, there can be no guarantee that the funds will be able to identify and restrict investors that engage in such activities. In addition, some of these methods are inherently subjective and involve judgment in their
application. Each fund and its service providers seek to make these judgments and applications uniformly and in a manner that they believe is consistent with interests of the fund’s long-term shareholders. The funds may amend these policies
and procedures in response to changing regulatory requirements or to enhance the effectiveness of the program.
The funds or their service providers maintain
risk-based surveillance procedures designed to detect market timing in fund shares in amounts that might be detrimental to the funds. Under these procedures, the funds have requested that service providers to the funds monitor transactional activity
in amounts and frequency determined by each fund to be significant to the fund and in a pattern of activity that potentially could be detrimental to the fund. If a fund, in its sole discretion based on these or other factors, determines that a
shareholder has engaged in market timing, it may refuse to process future purchases or exchanges into the fund by that shareholder. These procedures may be modified from time to time as appropriate to improve the detection of market timing and to
comply with applicable laws.
If trades
are effected through a financial intermediary, each fund or its service providers will work with the intermediary to monitor possible market timing activity. The funds reserve the right to contact the intermediary to provide certain shareholder
transaction information and may require the intermediary to restrict the shareholder from future purchases or exchanges in the funds. Transactions by fund shareholders investing through intermediaries may also be subject to the restrictions of the
intermediary’s own frequent trading policies, which may differ from those of the funds.
The funds may defer to an intermediary’s
frequent trading policies with respect to those shareholders who invest in the funds through such intermediary. The funds will defer to an intermediary’s policies only after the funds determine that the intermediary’s frequent trading
policies are reasonably designed to deter transactional activity in amounts and frequency that are deemed to be significant to the funds and in a pattern of activity that potentially could be detrimental to the funds. Shareholders should consult
with their intermediary to determine if additional frequent trading restrictions apply to their fund transactions.
The funds reserve the right to restrict,
reject or cancel within a reasonable time, without prior notice, any purchase or exchange order for any reason.
Fair value pricing
The Board of Trustees has adopted procedures
to fair value the funds' securities when market prices are not “readily available” or are unreliable. For example, a fund may fair value a security when a security is de-listed or its trading is halted or suspended; when a
security’s primary pricing source is unable or unwilling to provide a price; when a security’s primary trading market is closed during regular market hours; or when a security’s value is materially affected by events occurring
after the close of the security’s primary trading market.
By fair valuing securities whose prices may
have been affected by events occurring after the close of trading, the funds seek to establish prices that investors might expect to realize upon the current sales of these securities. This methodology is designed to deter “arbitrage”
market timers, who seek to exploit delays between the change in the value of a fund’s portfolio holdings and the net asset value of the fund’s shares, and seeks to help ensure that the prices at which the fund’s shares are
purchased and redeemed are fair and do not result in dilution of shareholder interest or other harm to shareholders.
Each fund makes fair value determinations in
good faith in accordance with the fund’s valuation procedures. Due to the subjective and variable nature of fair value pricing, there can be no assurance that a fund could obtain the fair value assigned to the security upon the sale of such
security. The respective prospectuses for the underlying funds in which the funds invest explain the circumstances in which those funds will use fair value pricing and the effect of fair value pricing.
Redemption fee
Shares redeemed or exchanged within 30 days of
purchase, which shall be calculated to include the 30th day, will be subject to a fee of 2%, which is intended to limit short-term trading in the funds, or to the extent that short-term trading persists, to impose the costs of that type of activity
on the shareholders who engage in it. Each fund treats shares that have been held the longest as being redeemed first. Each fund
74
Investing in the
funds
retains the redemption fees for the benefit of the remaining
shareholders. Fund shares purchased with reinvested dividends are not subject to redemption fees. Each fund reserves the right, in its sole discretion, to waive such fee when, in its judgment, such waiver would be in the best interests of the fund
and its long-term shareholders. A fund may waive the redemption fee for retirement plans, wrap or fee-based programs, charitable giving funds, unregistered separate accounts, redemptions pursuant to rebalancing programs or systematic withdrawal
plans established by the fund or financial intermediaries, and registered investment companies and redemptions initiated by the fund. In addition, certain financial intermediaries may use criteria and methods for tracking, applying and calculating
the fees that are different from a fund’s but which the fund, in its discretion, may determine are in the best interests of the fund and its long-term shareholders. While the funds discourage mutual fund market timing and maintain procedures
designed to provide reasonable assurances that such activity will be identified and terminated, including the imposition of the redemption fee described above, no policy or procedure can guarantee that all such activity will in fact be identified or
that such activity can be completely eliminated. The funds reserve the right to modify or eliminate the redemption fees or waivers at any time.
Large shareholder redemptions
Certain accounts or Schwab affiliates may from
time to time own (beneficially or of record) or control a significant percentage of the fund’s shares. Redemptions by these shareholders of their holdings in the fund may impact the fund’s liquidity and NAV. These redemptions may also
force the fund to sell securities, which may negatively impact the fund’s brokerage costs.
Customer identification and verification and anti-money
laundering program
Federal law requires
all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open your account, you will have to provide your name, address, date of birth, identification number and other information
that will allow the funds or your financial intermediary to identify you. This information is subject to verification to ensure the identity of all persons opening an account.
The funds or your financial intermediary are
required by law to reject your new account application if the required identifying information is not provided. A fund or your financial intermediary may contact you in an attempt to collect any missing information required on the application, and
your application may be rejected if they are unable to obtain this information. In certain instances, a fund or your financial intermediary is required to collect documents, which will be used solely to establish and verify your identity.
The funds will accept investments and your
order will be processed at the NAV next determined after receipt of your application in proper form (or upon receipt of all identifying information required on the application). The funds, however, reserve the right to close and/or liquidate your
account at the then-current day’s price if the funds or your financial intermediary are unable to verify your identity. As a result, you may be subject to a gain or loss on fund shares and will be subject to corresponding tax
consequences.
Customer identification and
verification is part of a fund's overall obligation to deter money laundering under U.S. federal law. Each fund has adopted an Anti-Money Laundering Compliance Program designed to prevent the fund from being used for money laundering or the
financing of terrorist activities. In this regard, the funds reserve the right to (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in
cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of fund management, they are deemed to be in the best interest of a fund or in cases when the fund is requested or
compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if a fund is required to withhold such
proceeds.
Distributions and
taxes
Any investment in a fund
typically involves several tax considerations. The information below is meant as a general summary for U.S. citizens and residents. Please see the SAI for additional information. Because each person’s tax situation is different, you should
consult your tax advisor about the tax implications of your investment in a fund. You also can visit the Internal Revenue Service (IRS) website at www.irs.gov.
As a shareholder, you are entitled to your
share of the dividends and gains a fund earns. Every year, each fund distributes to its shareholders substantially all of its net investment income and net capital gains, if any. These distributions typically are paid in December to all shareholders
of record. During the fourth quarter of the year, typically in early November, an estimate of each fund’s capital gain distribution, if any, may be made available on the funds’ website: www.csimfunds.com.
Unless you are investing through an IRA,
401(k) or other tax-advantaged retirement account, your fund distributions generally have tax consequences. Each fund’s net investment income and short-term capital gains are distributed as dividends and will be taxable as ordinary income or
qualified dividend income. Other capital gain distributions are taxable as long-term capital gains, regardless of how long you have held your shares in a fund. The maximum individual rate applicable to “qualified dividend income” and
long-term capital gains is generally either 15% or 20%, depending on whether the individual’s income exceeds certain threshold amounts. Distributions generally are taxable in the tax year in which they are declared, whether you reinvest them
or take them in cash.
Investing in the
funds
75
An additional 3.8% Medicare tax is imposed on
certain net investment income (including ordinary dividends and capital gain distributions received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of U.S. individuals, estates and trusts to the extent that
such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.
Generally, any sale or exchange of your shares
is a taxable event. For tax purposes, an exchange of your shares for shares of another Schwab Fund or Laudus MarketMasters Fund is treated the same as a sale. A sale may result in a capital gain or loss for you. The gain or loss generally will be
treated as short term if you held the shares for one year or less, long term if you held the shares longer. The maximum individual rate applicable to long-term capital gains is generally either 15% or 20%, depending on whether the individual’s
income exceeds certain threshold amounts. Any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received (or
deemed received) by you with respect to the shares. All or a portion of any loss realized upon a taxable disposition of shares will be disallowed if you purchase other substantially identical shares within 30 days before or after the disposition. In
such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
Shareholders in a fund may have additional tax
considerations as a result of foreign tax payments made by the fund. Typically, these payments will reduce the fund's dividends but, if eligible, the fund may elect for these payments to be included in your taxable income. In such event, you may be
able to claim a tax credit or deduction for your portion of foreign taxes paid by the fund.
At the beginning of every year, the funds
provide shareholders with information detailing the tax status of any distributions a fund paid during the previous calendar year. Schwab customers also receive information on distributions and transactions in their monthly account statements.
Prior to January 1, 2012 when
shareholders sold fund shares from a taxable account, they typically received information on their tax forms that calculated their gain or loss using the average cost method. This information was not previously reported to the IRS, and shareholders
had the option of calculating gains or losses using an alternative IRS permitted method. However, in accordance with legislation passed by Congress in 2008, each fund began reporting cost basis information to the IRS for shares purchased on or after
January 1, 2012 and sold thereafter. Shareholders can elect their preferred cost basis method, however, in the absence of an election, a fund will use an average cost basis method. Please consult your tax adviser to determine the appropriate cost
basis method for your particular tax situation and to learn more about how the new cost basis reporting laws apply to you and your investments, including investments made prior January 1, 2012 and sold thereafter.
The funds may be required to withhold U.S.
federal income tax on all taxable distributions payable to shareholders if they fail to provide the funds with their correct taxpayer identification number or to make required certifications, or if they have been notified by the IRS that they are
subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against U.S. federal income tax liability.
Foreign shareholders may be
subject to different U.S. federal income tax treatment, including withholding tax at the rate of 30% on amounts treated as ordinary dividends from the funds, as discussed in more detail in the funds’ SAI. Furthermore, effective January 1,
2014, the funds will be required to withhold U.S. tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2017) redemption proceeds made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive
new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the funds to enable the funds to
determine whether withholding is required.
76
Investing in the
funds
To learn more
This prospectus contains important information on the funds
and should be read and kept for reference. You also can obtain more information from the following sources:
Annual and semi-annual reports,
which are mailed to current fund investors, contain more information about the funds' holdings and detailed financial information about the funds. Annual reports also contain information from the funds' managers about
strategies, recent market conditions and trends and their impact on fund performance.
The
Statement of Additional
Information (SAI)
includes a more detailed discussion of investment policies and the risks associated with various investments. The SAI is incorporated by reference into the prospectus, making it legally part of the prospectus.
For a free copy of any of these documents
or to request other information or ask questions about the funds, call Schwab Funds
®
at 1-800-435-4000. In addition, you may visit the Schwab
Funds’ website at www.csimfunds.com/SchwabFunds_Prospectus for a free copy of a prospectus, SAI or an annual or semi-annual report.
The SAI, the funds' annual and semi-annual reports and other
related materials are available from the EDGAR Database on the SEC’s website (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing
the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the funds, including the SAI, at the SEC’s Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on
the operation of the SEC’s Public Reference Room.
SEC
File Number
|
|
Schwab
Target 2010 Fund
|
811-7704
|
Schwab
Target 2015 Fund
|
811-7704
|
Schwab
Target 2020 Fund
|
811-7704
|
Schwab
Target 2025 Fund
|
811-7704
|
Schwab
Target 2030 Fund
|
811-7704
|
Schwab
Target 2035 Fund
|
811-7704
|
Schwab
Target 2040 Fund
|
811-7704
|
Schwab
Target 2045 Fund
|
811-7704
|
Schwab
Target 2050 Fund
|
811-7704
|
Schwab
Target 2055 Fund
|
811-7704
|
REG32636-15
Schwab Target Funds
Prospectus
February 25, 2016
Statement Of Additional Information
SCHWAB CAPITAL TRUST
Schwab
Large-Cap Growth Fund™ (SWLSX)
|
Schwab
Core Equity Fund™ (SWANX)
|
Schwab
®
International Core Equity Fund (SICNX)
|
Schwab
Dividend Equity Fund™ (SWDSX)
|
Schwab
Small-Cap Equity Fund™ (SWSCX)
|
Schwab
Hedged Equity Fund™ (SWHEX)
|
Schwab
Financial Services Fund™ (SWFFX)
|
Schwab
Health Care Fund™ (SWHFX)
|
February 25, 2016
This Statement of Additional Information (SAI) is
not a prospectus. It should be read in conjunction with the funds’ prospectus dated February 25, 2016.
The funds’ audited financial statements and
the report of the independent registered public accounting firm thereon from the funds’ annual report for the fiscal year ended October 31, 2015, are incorporated by reference into this SAI.
For a free copy of these documents or to request
other information or ask questions about the funds, call Schwab Funds
®
at 1-800-435-4000. For TDD service, call 1-800-345-2550. In addition, you may
visit Schwab Funds’ website at http://www.csimfunds.com/schwabfunds_prospectus for a free copy of a prospectus, SAI or an annual or semi-annual report.
Each fund is a series of Schwab Capital Trust (the
trust). The funds are part of the Schwab complex of funds (Schwab Funds).
INVESTMENT OBJECTIVES
The
Schwab
Large-Cap Growth Fund
seeks long-term capital growth.
The
Schwab Core
Equity Fund
seeks long-term capital growth.
The
Schwab
International Core Equity Fund
seeks long-term capital growth.
The
Schwab Dividend
Equity Fund
seeks current income and capital appreciation.
The
Schwab
Small-Cap Equity Fund
seeks long-term capital growth.
The
Schwab Hedged
Equity Fund
seeks long-term capital appreciation over market cycles with lower volatility than the broad equity market.
The
Schwab
Financial Services Fund
seeks long-term capital growth.
The Schwab Health Care Fund
seeks long-term capital growth.
Change of Investment Objective
The investment objective for each fund may be
changed only by vote of a majority of its outstanding voting shares. A majority of the outstanding voting shares of a fund means the affirmative vote of the lesser of: (a) 67% or more of the voting shares represented at the meeting, if more than 50%
of the outstanding voting shares of the fund are represented at the meeting or (b) more than 50% of the outstanding voting shares of a fund. There is no guarantee that a fund will achieve its investment objective.
Change to Investment Policy of Certain Funds
The
Schwab Large-Cap Growth Fund
will, under normal circumstances, invest at least 80% of its net assets in large-cap stocks of U.S. companies. The fund will notify its shareholders at least 60 days before changing this
policy. Large-cap stocks generally are those with market capitalization within the universe of the Russell 1000
®
Index at the time of purchase by
the fund. The market capitalization range of the Russell 1000 Index was $2.427 billion to $750.547 billion, as of May 29, 2015 (the most recent index reconstitution date), and will change as market conditions change. For purposes of this policy, net
assets mean net assets plus the amount of any borrowings for investment purposes.
The
Schwab Core
Equity Fund
will, under normal circumstances, invest at least 80% of its net assets in equity securities of U.S. companies. The fund will notify its shareholders at least 60 days before changing this policy. For purposes of this policy, net
assets mean net assets plus the amount of any borrowings for investment purposes.
The
Schwab
International Core Equity Fund
will, under normal circumstances, invest at least 80% of its net assets in equity securities. The fund will notify its shareholders at least 60 days before changing this policy. For purposes of this policy, net
assets mean net assets plus the amount of any borrowings for investment purposes.
The
Schwab Dividend Equity Fund
will, under normal circumstances, invest at least 80% of its net assets in dividend paying common and preferred stocks. The fund will notify its shareholders at least 60 days before
changing this policy. For purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes. Dividend paying stocks are those stocks that historically have paid, or the manager anticipates will pay, a
dividend.
The
Schwab Small-Cap Equity Fund
will, under normal circumstances, invest at least 80% of its net assets in small-cap equity securities. The fund will notify its shareholders at least 60 days before changing this
policy. Small-cap equity securities generally are securities with market capitalizations within the universe of the Russell 2000
®
Index at the time
of purchase by the fund. The market capitalization range of the Russell 2000 Index was $177 million to $4.3
billion, as of May 29, 2015 (the
most recent index reconstitution date), and will change as market conditions change. For purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes.
The
Schwab Hedged
Equity Fund
will establish long and short positions in equity securities issued by U.S. companies. The fund will, under normal circumstances, invest at least 80% of its net assets in equity securities issued by U.S. companies. The fund will
notify shareholders at least 60 days before changing this policy. For purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes.
The
Schwab
Financial Services Fund
will, under normal circumstances, invest at least 80% of its net assets in equity securities issued by companies in the financial services sector. The fund will notify its shareholders at least 60 days before changing
this policy. For purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes. The investments may include, for example, commercial banks, savings and loan associations, insurance companies, brokerage
companies, asset management firms, real estate investment trusts (REITs) and financial services firms.
The financial services sector is currently
undergoing relatively rapid change as existing distinctions between financial service segments become less clear. For instance, recent business combinations have included insurance, finance, and securities brokerage under single ownership. Some
primarily retail corporations have expanded into securities and insurance industries. Moreover, the federal laws generally separating commercial and investment banking were revised to permit a greater level of affiliation between financial services
companies.
Rule 12d3-1 under the Investment
Company Act of 1940, as amended (1940 Act) limits the extent to which a fund may invest in the securities of any one company that derives more than 15% of its revenues from brokerage, underwriting or investment management activities. A fund may
purchase securities of an issuer that derived more than 15% of its gross revenues in its most recent fiscal year from securities-related activities, subject to the following conditions: (1) the purchase cannot cause more than 5% of the fund’s
total assets to be invested in securities of that issuer; (2) for any equity security, the purchase cannot result in the fund owning more than 5% of the issuer’s outstanding securities in that class; and (3) for a debt security, the purchase
cannot result in the fund owning more than 10% of the outstanding principal amount of the issuer’s debt securities.
The
Schwab Health
Care Fund
will, under normal circumstances, invest at least 80% of its net assets in equity securities issued by companies in the health care sector. The fund will notify its shareholders at least 60 days before changing this policy. For
purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes. The investments may include, for example, pharmaceutical and biotechnology companies, health care facilities operations, medical product
manufacturers and suppliers, medical providers and medical services firms.
Investment Strategies, Securities And
RISKS
The different types of investments that
the funds typically may invest in, the investment techniques they may use and the risks normally associated with these investments are discussed below. The following investment strategies, risks and limitations supplement those set forth in the
prospectus and may be changed without shareholder approval, unless otherwise noted. Also, policies and limitations that state a maximum percentage of assets that may be invested in a security or other asset, or that set forth a quality standard,
shall be measured immediately after and as a result of a fund’s acquisition of such security or asset unless otherwise noted. Thus, any subsequent change in values, net assets or other circumstances does not require a fund to sell an
investment if it could not then make the same investment. Not all investment securities or techniques discussed below are eligible investments for each fund.
Borrowing.
A fund
may borrow for temporary or emergency purposes; for example, a fund may borrow at times to meet redemption requests rather than sell portfolio securities to raise the necessary cash. In addition, the Schwab Hedged Equity Fund may borrow for
investment purposes. A fund’s borrowings will be subject to interest costs. Borrowing can also involve leveraging when securities are purchased with the borrowed money. Leveraging creates interest expenses that can exceed the income from the
assets purchased with the borrowed money. In addition, leveraging may magnify changes in the net asset value of a fund’s shares and in its portfolio yield. A fund will earmark or segregate assets to cover such borrowings in accordance with
positions of the Securities and Exchange
Commission (SEC). If assets used
to secure a borrowing decrease in value, a fund may be required to pledge additional collateral to avoid liquidation of those assets.
A fund may establish lines-of-credit (lines) with
certain banks by which it may borrow funds for temporary or emergency purposes. A borrowing is presumed to be for temporary or emergency purposes if it is repaid by a fund within 60 days and is not extended or renewed. Each fund may use the lines to
meet large or unexpected redemptions that would otherwise force a fund to liquidate securities under circumstances which are unfavorable to a fund’s remaining shareholders. In addition, the Schwab Hedged Equity Fund may establish lines with
certain banks by which it may borrow funds for investment purposes, such as the purchase of securities. Each fund will pay fees to the banks for using its lines.
Concentration
means
that substantial amounts of assets are invested in a particular industry or group of industries. Concentration increases investment exposure to industry risk. For example, the automobile industry may have a greater exposure to a single factor, such
as an increase in the price of oil, which may adversely affect the sale of automobiles and, as a result, the value of the industry’s securities. Each of the Schwab Financial Services Fund and Schwab Health Care Fund will, under normal
conditions, invest 25% or more of its total assets in the industry or group of industries representing its sector. Each of the Schwab Core Equity Fund and Schwab Hedged Equity Fund will not concentrate its investments in a particular industry or
group of industries, unless the S&P 500
®
Index, each fund’s comparative index, is so concentrated. Each of the Schwab Dividend Equity
Fund, Schwab Large-Cap Growth Fund and Schwab International Core Equity Fund will not concentrate its investments in a particular industry or group of industries. The Schwab Small-Cap Equity Fund will not concentrate its investments in a particular
industry or group of industries, unless the Russell 2000 Index, its comparative index, is so concentrated.
Debt Securities
are obligations issued by domestic and foreign entities, including governments and corporations, in order to raise money. They are basically “IOUs,” but are commonly referred to as bonds or money market
securities. These securities normally require the issuer to pay a fixed-, variable- or floating-rate of interest on the amount of money borrowed (the principal) until it is paid back upon maturity.
Debt securities experience price changes when
interest rates change. For example, when interest rates fall, the prices of debt securities generally rise. Conversely, when interest rates rise, the prices of debt securities generally fall. Certain debt securities have call features that allow
issuers to redeem their outstanding debts prior to final maturity. Depending on the call feature, an issuer may pre-pay its outstanding debts and issue new ones paying lower interest rates. This is especially true for bonds with sinking fund
provisions, which commit the issuer to set aside a certain amount of money to cover timely repayment of principal and typically allow the issuer to annually repurchase certain of its outstanding bonds from the open market or at a pre-set call price.
Prepayments are more likely to occur in a falling interest rate environment. In a rising interest rate environment, prepayment on outstanding debt securities is less likely to occur. This is known as extension risk and may cause the value of debt
securities to depreciate as a result of the higher market interest rates. Typically, longer-maturity securities react to interest rate changes more severely than shorter-term securities (all things being equal), but generally offer greater rates of
interest. If an issuer redeems the debt securities prior to final maturity, a fund may have to replace these securities with lower yielding securities, which could result in a lower return.
A change in the Federal
Reserve’s monetary policy (or that of other central banks) or improving economic conditions, among other things, may lead to an increase in interest rates, which could significantly impact the value of debt securities in which a fund invests.
Some debt securities, such as bonds with longer durations, are more sensitive to interest rate changes than others and may experience an immediate and considerable reduction in value if interest rates rise. Longer duration securities tend to be more
volatile than shorter duration securities. As the values of debt securities in a fund’s portfolio adjust to a rise in interest rates, a fund’s share price may fall. In the event that a fund holds a large portion of its portfolio in
longer duration securities when interest rates increase, the share price of the fund may fall significantly.
Debt securities also are subject to the risk that
the issuers will not make timely interest and/or principal payments or fail to make them at all. This is called credit risk. Corporate debt securities (bonds) tend to have higher credit risk generally than U.S. government debt securities. Debt
securities also may be subject to price volatility due to market
perception of future interest rates, the creditworthiness of the
issuer and general market liquidity (market risk). Investment-grade debt securities are considered medium- and/or high-quality securities, although some still possess varying degrees of speculative characteristics and risks. Debt securities rated
below investment-grade are riskier, but may offer higher yields. These securities are sometimes referred to as high yield securities or “junk bonds.”
Corporate bonds are debt securities issued by
corporations. Although a higher return is expected from corporate bonds, these securities, while subject to the same general risks as U.S. government securities, are subject to greater credit risk than U.S. government securities. Their prices may be
affected by the perceived credit quality of their issuer.
Depositary Receipts
include American Depositary Receipts (ADRs) as well as other “hybrid” forms of ADRs, including European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs), and are certificates evidencing ownership of shares of a foreign
issuer. Depositary receipts may be sponsored or unsponsored. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian
bank or similar financial institution in the issuer’s home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to many of the risks associated with investing directly in
foreign securities.
Investments in the securities of
foreign issuers may subject a fund to investment risks that differ in some respects from those related to investments in securities of U.S. issuers. Such risks include future adverse political and economic developments; withholding taxes on income,
or possible imposition of withholding taxes on income; possible seizure, nationalization or expropriation of foreign deposits; possible establishment of exchange controls; or taxation at the source or greater fluctuation in value due to changes in
exchange rates. Foreign issuers of securities often engage in business practices different from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers. In addition, foreign issuers
are, generally speaking, subject to less government supervision and regulation and different accounting treatment than are those in the United States. Please see the section titled “Foreign Securities” for more detail.
Although the two types of depositary receipt
facilities (unsponsored or sponsored) are similar, there are differences regarding a holder’s rights and obligations and the practices of market participants. A depository may establish an unsponsored facility without participation by (or
acquiescence of) the underlying issuer; typically, however, the depository requests a letter of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of
the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions, and the performance of other
services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the
underlying securities.
Sponsored depositary
receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement
sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend
payment fees of the depository), although most sponsored depositary receipts holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting
instructions, and other shareholder communications and information to the depositary receipt holders at the underlying issuer’s request.
Derivative Instruments
are commonly defined to include securities or contracts whose values depend on (or “derive” from) the value of one or more other assets such as securities, currencies, or commodities. These “other
assets” are commonly referred to as “underlying assets.” The funds may use derivatives, principally futures contracts, primarily to seek returns on a fund’s otherwise uninvested cash assets.
A derivative instrument generally consists of, is
based upon, or exhibits characteristics similar to options or forward contracts. Options and forward contracts are considered to be the basic “building blocks” of derivatives. For example,
forward-based derivatives include forward contracts, as well as
exchange-traded futures. Option-based derivatives include privately negotiated, over-the-counter (OTC) options (including caps, floors, collars, and options on forward and swap contracts) and exchange-traded options on futures. Diverse types of
derivatives may be created by combining options or forward contracts in different ways, and applying these structures to a wide range of underlying assets.
Risk management strategies include investment
techniques designed to facilitate the sale of portfolio securities, manage the average duration of the portfolio or create or alter exposure to certain asset classes, such as equity, other debt or foreign securities.
In addition to the derivative instruments and
strategies described in this SAI, the investment adviser expects to discover additional derivative instruments and other investment, hedging or risk management techniques. The investment adviser may utilize these new derivative instruments and
techniques to the extent that they are consistent with a fund’s investment objective and permitted by a fund’s investment limitations, operating policies, and applicable regulatory authorities.
The Commodity Futures
Trading Commission (CFTC) regulates the trading of commodity interests, including certain futures contracts, options, and swaps in which a fund may invest. A fund that invests in commodity interests is subject to certain CFTC regulatory
requirements, including certain limits on its trades in futures contracts, options and swaps to qualify for certain exclusions or exemptions from registration requirements. The trust, on behalf of each fund, has filed a notice of eligibility for
exclusion from the definition of the term “commodity pool operator” (CPO) under the Commodity Exchange Act, as amended (CEA), with respect to each fund’s operation. Therefore, each fund and its investment adviser are not subject to
regulation as a commodity pool or CPO under the CEA and the investment adviser is not subject to registration as a CPO. If a fund were no longer able to claim the exclusion, the fund’s investment adviser may be required to register as a CPO
and the fund and its investment adviser would be subject to regulation as a commodity pool or CPO under the CEA. If a fund or its investment adviser is subject to CFTC regulation, it may incur additional expenses.
Futures Contracts
are instruments that represent an agreement between two parties that obligates one party to buy, and the other party to sell, specific instruments at an agreed-upon price on a stipulated future date. In the case of futures contracts relating to an
index or otherwise not calling for physical delivery at the close of the transaction, the parties usually agree to deliver the final cash settlement price of the contract. A fund may purchase and sell futures contracts based on securities,
securities indices and foreign currencies, interest rates, or any other futures contracts traded on U.S. exchanges or boards of trade that the CFTC licenses and regulates on foreign exchanges. Although positions are usually marked to market on a
daily basis with an intermediary (executing broker), there remains a credit risk with the futures exchange.
A fund must maintain a small portion of its assets
in cash to process shareholder transactions and to pay its expenses. To reduce the effect this otherwise uninvested cash would have on its performance, a fund may purchase futures contracts. Such transactions allow a fund’s cash balance to
produce a return similar to that of the underlying security or index on which the futures contract is based. Also, a fund may purchase or sell futures contracts on a specified foreign currency to “fix” the price in U.S. dollars of the
foreign security it has acquired or sold or expects to acquire or sell. A fund may enter into futures contracts for other reasons as well.
When buying or selling futures contracts, a fund
must place a deposit with its broker equal to a fraction of the contract amount. This amount is known as “initial margin” and must be in the form of liquid debt instruments, including cash, cash-equivalents and U.S. government
securities. Subsequent payments to and from the broker, known as “variation margin” may be made daily, if necessary, as the value of the futures contracts fluctuate. This process is known as “marking-to-market.” The margin
amount will be returned to a fund upon termination of the futures contracts assuming all contractual obligations are satisfied. Because margin requirements are normally only a fraction of the amount of the futures contracts in a given transaction,
futures trading can involve a great deal of leverage. In order to avoid this, a fund will earmark or segregate assets for any outstanding futures contracts as may be required under the federal securities laws.
While a fund may purchase and sell futures
contracts in order to simulate full investment, there are risks associated with these transactions. Adverse market movements could cause a fund to experience substantial losses when buying
and selling futures contracts. Of course, barring significant
market distortions, similar results would have been expected if a fund had instead transacted in the underlying securities directly. There also is the risk of losing any margin payments held by a broker in the event of its bankruptcy. Additionally,
a fund incurs transaction costs (e.g., brokerage fees) when engaging in futures trading. To the extent a fund also invests in futures in order to simulate full investment, these same risks apply.
When interest rates are rising or securities prices
are falling, a fund may seek, through the sale of futures contracts, to offset a decline in the value of its current portfolio securities. When rates are falling or prices are rising, a fund, through the purchase of futures contracts, may attempt to
secure better rates or prices than might later be available in the market when they effect anticipated purchases. Similarly, a fund may sell futures contracts on a specified currency to protect against a decline in the value of that currency and its
portfolio securities that are denominated in that currency. A fund may purchase futures contracts on a foreign currency to fix the price in U.S. dollars of a security denominated in that currency that a fund has acquired or expects to acquire.
Futures contracts normally require actual delivery
or acquisition of an underlying security or cash value of an index on the expiration date of the contract. In most cases, however, the contractual obligation is fulfilled before the date of the contract by buying or selling, as the case may be,
identical futures contracts. Such offsetting transactions terminate the original contracts and cancel the obligation to take or make delivery of the underlying securities or cash. There may not always be a liquid secondary market at the time a fund
seeks to close out a futures position. If a fund is unable to close out its position and prices move adversely, a fund would have to continue to make daily cash payments to maintain its margin requirements. If a fund had insufficient cash to meet
these requirements it may have to sell portfolio securities at a disadvantageous time or incur extra costs by borrowing the cash. Also, a fund may be required to make or take delivery and incur extra transaction costs buying or selling the
underlying securities. A fund seeks to reduce the risks associated with futures transactions by buying and selling futures contracts that are traded on national exchanges or for which there appears to be a liquid secondary market.
With respect to futures contracts that are not
legally required to “cash settle,” a fund may cover the open position by setting aside or earmarking liquid assets in an amount equal to the market value of the futures contracts. With respect to futures contracts that are required to
“cash settle,” however, a fund is permitted to set aside or earmark liquid assets in an amount equal to the fund’s daily marked to market (net) obligation, if any, (in other words, the fund’s daily net liability, if any)
rather than the market value of the futures contracts. By setting aside assets or earmarking equal to only its net obligation under cash-settled futures, a fund will have the ability to employ leverage to a greater extent than if the fund were
required to set aside or earmark assets equal to the full market value of the futures contract.
Diversification
involves investing in a wide range of securities and thereby spreading and reducing the risks of investment. Each fund is a series of an open-end investment management company. Each fund is a diversified mutual fund. When formed, the Schwab
Financial Services Fund and the Schwab Health Care Fund were respectively sub-classified as “non-diversified” funds, as defined in the 1940 Act. However, due to each fund’s principal investment strategy and investment process, each
has historically operated as a “diversified” fund. Therefore, these funds will not operate in the future as “non-diversified” funds without first obtaining shareholder approval, except as allowed pursuant to the 1940 Act and
rules or interpretations thereof.
Emerging or Developing Markets
exist in countries that are considered to be in the initial stages of industrialization. The risks of investing in these markets are similar to the risks of international investing in general, although the risks are
greater in emerging and developing markets. Countries with emerging or developing securities markets tend to have economic structures that are less stable than countries with developed securities markets. This is because their economies may be based
on only a few industries and their securities markets may trade a small number of securities. Prices on these exchanges tend to be volatile, and securities in these countries historically have offered greater potential for gain (as well as loss)
than securities of companies located in developed countries.
A fund’s investments in emerging markets can
be considered speculative, and therefore may offer higher potential for gains and losses than investments in developed markets of the world. With respect to an emerging country, there may be a greater potential for nationalization, expropriation or
confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of
such countries or investments in such countries. The economies of
developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange or currency controls, managed adjustments in relative currency values and
other protectionist measures imposed or negotiated by the countries with which they trade.
In addition to the risks of investing in emerging
market country debt securities, a fund’s investment in government or government-related securities of emerging market countries and restructured debt instruments in emerging markets are subject to special risks, including the inability or
unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt, and requests to extend additional loan amounts. A fund may have limited recourse in the event of default on such debt instruments.
Equity Securities
represent ownership interests in a company, and are commonly called “stocks.” Equity securities historically have outperformed most other securities, although their prices can fluctuate based on changes
in a company’s financial condition, market conditions and political, economic or even company-specific news. When a stock’s price declines, its market value is lowered even though the intrinsic value of the company may not have changed.
Sometimes factors, such as economic conditions or political events, affect the value of stocks of companies of the same or similar industry or group of industries, and may affect the entire stock market.
Types of equity securities include
common stocks, preferred stocks, convertible securities, rights and warrants, depositary receipts, and interests in real estate investment trusts and business development companies. (For more information on depositary receipts, see the section
entitled “Depositary Receipts.”)
Common stocks
,
which are probably the most recognized type of equity security, represent an equity or ownership interest in an issuer and usually entitle the owner to voting rights in the election of the corporation’s directors and any other matters
submitted to the corporation’s shareholders for voting, as well as to receive dividends on such stock. The market value of common stock can fluctuate widely, as it reflects increases and decreases in an issuer’s earnings. In the event an
issuer is liquidated or declares bankruptcy, the claims of bond owners, other debt holders and owners of preferred stock take precedence over the claims of common stock owners. Common stocks are typically categorized by their market capitalization
as large-, mid- or small-cap.
Small-cap stocks
include common stocks issued by operating companies with market capitalizations that place them at the lower end of the stock market, as well as the stocks of companies that are determined to be small based on several factors, including the
capitalization of the company and the amount of revenues. Historically, small-cap company stocks have been riskier than stocks issued by large- or mid-cap companies for a variety of reasons. Small-cap companies may have less certain growth prospects
and are typically less diversified and less able to withstand changing economic conditions than larger capitalized companies. Small-cap companies also may have more limited product lines, markets or financial resources than companies with larger
capitalizations, and may be more dependent on a relatively small management group. In addition, small-cap companies may not be well known to the investing public, may not have institutional ownership and may have only cyclical, static or moderate
growth prospects. Most small-cap company stocks pay low or no dividends.
These factors and others may cause sharp changes in
the value of a small-cap company’s stock, and even cause some small-cap companies to fail. Additionally, small-cap stocks may not be as broadly traded as large- or mid-cap stocks, and a fund’s positions in securities of such companies
may be substantial in relation to the market for such securities. Accordingly, it may be difficult for a fund to dispose of securities of these small-cap companies at prevailing market prices in order to meet redemptions. This lower degree of
liquidity can adversely affect the value of these securities. For these reasons and others, the value of a fund’s investments in small-cap stocks is expected to be more volatile than other types of investments, including other types of stock
investments. While small-cap stocks are generally considered to offer greater growth opportunities for investors, they involve greater risks and the share price of a fund that invests in small-cap stocks may change sharply during the short term and
long term.
Convertible securities
are typically preferred stocks or bonds that are exchangeable for a specific number of another form of security (usually the issuer’s common stock) at a specified price or ratio. A convertible security generally
entitles the holder to receive interest paid or accrued on bonds or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. A corporation may issue a convertible security
that is subject to redemption after a specified date, and usually
under certain circumstances. A holder of a convertible security that is called for redemption would be required to tender it for redemption to the issuer, convert it to the underlying common stock or sell it to a third party. The convertible
structure allows the holder of the convertible bond to participate in share price movements in the company’s common stock. The actual return on a convertible bond may exceed its stated yield if the company’s common stock appreciates in
value and the option to convert to common stocks becomes more valuable.
Convertible securities typically pay a lower
interest rate than nonconvertible bonds of the same quality and maturity because of the conversion feature. Convertible securities are also rated below investment grade (“high yield”) or are not rated, and are subject to credit
risk.
Prior to conversion,
convertible securities have characteristics and risks similar to nonconvertible debt and equity securities. In addition, convertible securities are often concentrated in economic sectors, which, like the stock market in general, may experience
unpredictable declines in value, as well as periods of poor performance, which may last for several years. There may be a small trading market for a particular convertible security at any given time, which may adversely impact market price and a
fund’s ability to liquidate a particular security or respond to an economic event, including deterioration of an issuer’s creditworthiness.
Convertible preferred stocks are
nonvoting equity securities that pay a fixed dividend. These securities have a conversion feature similar to convertible bonds, but do not have a maturity date. Due to their fixed income features, convertible securities provide higher income
potential than the issuer’s common stock, but typically are more sensitive to interest rate changes than the underlying common stock. In the event of a company’s liquidation, bondholders have claims on company assets senior to those of
shareholders; preferred shareholders have claims senior to those of common shareholders.
Convertible securities typically trade at prices
above their conversion value, which is the current market value of the common stock received upon conversion, because of their higher yield potential than the underlying common stock. The difference between the conversion value and the price of a
convertible security will vary depending on the value of the underlying common stock and interest rates. When the underlying value of the common stocks declines, the price of the issuer’s convertible securities will tend not to fall as much
because the convertible security’s income potential will act as a price support. While the value of a convertible security also tends to rise when the underlying common stock value rises, it will not rise as much because its conversion value
is more narrow. The value of convertible securities also is affected by changes in interest rates. For example, when interest rates fall, the value of convertible securities may rise because of their fixed income component.
Preferred stocks
represent an equity or ownership interest in an issuer but do not ordinarily carry voting rights, though they may carry limited voting rights. Preferred stocks normally have preference over the corporation’s assets and earnings, however. For
example, preferred stocks have preference over common stock in the payment of dividends. Preferred stocks normally pay dividends at a specified rate. However, preferred stock may be purchased where the issuer has omitted, or is in danger of
omitting, payment of its dividend. Such investments would be made primarily for their capital appreciation potential. In the event an issuer is liquidated or declares bankruptcy, the claims of bond owners take precedence over the claims of preferred
and common stock owners. Certain classes of preferred stock are convertible into shares of common stock of the issuer. By holding convertible preferred stock, a fund can receive a steady stream of dividends and still have the option to convert the
preferred stock to common stock. Preferred stock is subject to many of the same risks as common stock and debt securities.
Real Estate Investment Trusts
(REITs)
are pooled investment vehicles, which invest primarily in income producing real estate or real estate related loans or interests and, in some cases, manage real estate. REITs are sometimes referred to as
equity REITs, mortgage REITs or hybrid REITs. An equity REIT invests primarily in properties and generates income from rental and lease properties and, in some cases, from the management of real estate. Equity REITs also offer the potential for
growth as a result of property appreciation and from the sale of appreciated property. Mortgage REITs invest primarily in real estate mortgages, which may secure construction, development or long-term loans, and derive income for the collection of
interest payments. Hybrid REITs may combine the features of equity REITs and mortgage REITs. REITs are generally organized as corporations or business trusts, but are not taxed as a corporation if
they meet certain requirements of
Subchapter M of the Internal Revenue Code of 1986, as amended (Internal Revenue Code). To qualify, a REIT must, among other things, invest substantially all of its assets in interests in real estate (including other REITs), cash and government
securities, distribute at least 90% of its taxable income to its shareholders and receive at least 75% of that income from rents, mortgages and sales of property.
Like any investment in real estate, a REIT’s
performance depends on many factors, such as its ability to find tenants for its properties, to renew leases, and to finance property purchases and renovations. In general, REITs may be affected by changes in underlying real estate values, which may
have an exaggerated effect to the extent a REIT concentrates its investment in certain regions or property types. For example, rental income could decline because of extended vacancies, increased competition from nearby properties, tenants’
failure to pay rent, or incompetent management. Property values could decrease because of overbuilding, environmental liabilities, uninsured damages caused by natural disasters, a general decline in the neighborhood, losses due to casualty or
condemnation, increases in property taxes, or changes in zoning laws. Ultimately, a REIT’s performance depends on the types of properties it owns and how well the REIT manages its properties. Additionally, declines in the market value of a
REIT may reflect not only depressed real estate prices, but may also reflect the degree of leverage utilized by the REIT.
In general, during periods of rising interest
rates, REITs may lose some of their appeal for investors who may be able to obtain higher yields from other income-producing investments, such as long-term bonds. Higher interest rates also mean that financing for property purchases and improvements
is more costly and difficult to obtain. During periods of declining interest rates, certain mortgage REITs may hold mortgages that mortgagors elect to prepay, which can reduce the yield on securities issued by mortgage REITs. Mortgage REITs may be
affected by the ability of borrowers to repay debts to the REIT when due and equity REITs may be affected by the ability of tenants to pay rent.
Like small-cap stocks in general, certain REITs
have relatively small market capitalizations and their securities can be more volatile than
–
and at times will perform differently
from
–
large-cap stocks. In addition, because small-cap stocks are typically less liquid than large-cap stocks, REIT stocks may sometimes experience greater share-price
fluctuations than the stocks of larger companies. Further, REITs are dependent upon specialized management skills, have limited diversification, and are therefore subject to risks inherent in operating and financing a limited number of projects. By
investing in REITs indirectly through a fund, a shareholder will bear indirectly a proportionate share of the REIT’s expenses in addition to their proportionate share of a fund’s expenses. Finally, REITs could possibly fail to qualify
for tax-free pass-through of income under the Internal Revenue Code or to maintain their exemptions from registration under the 1940 Act and CFTC regulations.
Rights and Warrants.
Rights and warrants are types of securities that entitle the holder to purchase a proportionate amount of common stock at a specified price for a specific period of time. Rights allow a shareholder to buy more shares
directly from the company, usually at a price somewhat lower than the current market price of the outstanding shares. Warrants are usually issued with bonds and preferred stock. Rights and warrants can trade on the market separately from the
company’s stock. The prices of rights and warrants do not necessarily move parallel to the prices of the underlying common stock. Rights usually expire within a few weeks of issuance, while warrants may not expire for several years. If a right
or warrant is not exercised within the specified time period, it will become worthless and a fund will lose the purchase price it paid for the right or warrant and the right to purchase the underlying security.
Initial Public Offering.
A fund may purchase shares issued as part of, or a short period after, a company's initial public offering (IPOs), and may at times dispose of those shares shortly after their acquisition. A fund’s purchase of
shares issued in IPOs exposes it to the risks associated with companies that have little operating history as public companies, as well as to the risks inherent in those sectors of the market where these new issuers operate. The market for IPO
issuers has been volatile, and share prices of newly-public companies have fluctuated significantly over short periods of time.
Master Limited Partnerships
(MLPs). MLPs are limited partnerships in which the common units are publicly traded. MLP common units are freely traded on a securities exchange or in the over-the-counter market and are generally registered with the SEC.
MLPs often own several properties or businesses (or own interests) that are related to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects. MLPs generally have
two classes of owners, the general partner and limited partners. The general
partner is typically owned by a major energy company, an investment
fund, the direct management of the MLP or is an entity owned by one or more of such parties. The general partner may be structured as a private or publicly traded corporation or other entity. The general partner typically controls the operations and
management of the MLP through an up to 2% equity interest in the MLP plus, in many cases, ownership of common units and subordinated units. Limited partners own the remainder of the partnership, through ownership of common units, and have a limited
role, if any, in the partnership’s operations and management.
MLPs are typically structured such
that common units and general partner interests have first priority to receive quarterly cash distributions up to an established minimum amount (minimum quarterly distributions). Common and general partner interests also accrue arrearages in
distributions to the extent the minimum quarterly distribution is not paid. Once common and general partner interests have been paid, subordinated units receive distributions of up to the minimum quarterly distribution; however, subordinated units
do not accrue arrearages. Distributable cash in excess of the minimum quarterly distribution paid to both common and subordinated units is distributed to both common and subordinated units generally on a pro rata basis. The general partner is also
eligible to receive incentive distributions if the general partner operates the business in a manner which results in distributions paid per common unit surpassing specified target levels. As the general partner increases cash distributions to the
limited partners, the general partner receives an increasingly higher percentage of the incremental cash distributions. A common arrangement provides that the general partner can reach a tier where it receives 50% of every incremental dollar paid to
common and subordinated unit holders. These incentive distributions are intended to encourage the general partner to streamline costs, increase capital expenditures and acquire assets in order to increase the partnership’s cash flow and raise
the quarterly cash distribution in order to reach higher tiers. Such results are intended to benefit all security holders of the MLP, however, such incentive distribution payments give rise to potential conflicts of interest between the common unit
holders and the general partner.
MLP
common units represent a limited partnership interest in the MLP. Common units are listed and traded on U.S. securities exchanges or over-the-counter, with their value fluctuating predominantly based on prevailing market conditions and the success
of the MLP. The funds may purchase common units in market transactions as well as directly from the MLP or other parties in private placements. Unlike owners of common stock of a corporation, owners of common units have limited voting rights and
have no ability to annually elect directors. MLPs generally distribute all available cash flow (cash flow from operations less maintenance capital expenditures) in the form of quarterly distributions. Common units along with general partner units,
have first priority to receive quarterly cash distributions up to the minimum quarterly distribution and have arrearage rights. In the event of liquidation, common units have preference over subordinated units, but not debt or preferred units, to
the remaining assets of the MLP.
MLP
subordinated units are typically issued by MLPs to their original sponsors, such as their founders, corporate general partners of MLPs, entities that sell assets to the MLP, and investors. Subordinated units may be purchased directly from these
persons as well as newly-issued subordinated units from MLPs themselves. Subordinated units have similar voting rights as common units and are generally not publicly traded. Once the minimum quarterly distribution on the common units, including any
arrearages, has been paid, subordinated units receive cash distributions up to the minimum quarterly distribution prior to any incentive payments to the MLP’s general partner. Unlike common units, subordinated units do not have arrearage
rights. In the event of liquidation, common units and general partner interests have priority over subordinated units. Subordinated units are typically converted into common units on a one-to-one basis after certain time periods and/or performance
targets have been satisfied. The purchase or sale price of subordinated units is generally tied to the common unit price less a discount. The size of the discount varies depending on the likelihood of conversion, the length of time remaining to
conversion, the size of the block purchased relative to trading volumes, and other factors, including smaller capitalization partnerships or companies potentially having limited product lines, markets or financial resources, lacking management depth
or experience, and being more vulnerable to adverse general market or economic development than larger more established companies.
General partner interests of MLPs are typically
retained by an MLP’s original sponsors, such as its founders, corporate partners, entities that sell assets to the MLP and investors. A holder of general partner interests can be liable under certain circumstances for amounts greater than the
amount of the holder’s investment in the general partner interest. General partner interests often confer direct board participation rights and in many cases, operating control, over the MLP. These interests themselves are not publicly traded,
although they may be owned by publicly traded entities.
General partner interests receive cash distributions, typically 2%
of the MLP’s aggregate cash distributions, which are contractually defined in the partnership agreement. In addition, holders of general partner interests typically hold incentive distribution rights, which provide them with a larger share of
the aggregate MLP cash distributions as the distributions to limited partner unit holders are increased to prescribed levels. General partner interests generally cannot be converted into common units. The general partner interest can be redeemed by
the MLP if the MLP unitholders choose to remove the general partner, typically with a supermajority vote by limited partner unitholders.
Additional risks involved with investing in an MLP
are risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries.
Certain MLPs are dependent on their parent
companies or sponsors for a majority of their revenues. Any failure by an MLP’s parents or sponsors to satisfy their payments or obligations would impact the MLP’s revenues and cash flows and ability to make distributions.
Exchange-Traded Funds
(ETFs) such as Standard and Poor’s Depositary Receipts (SPDRs) Trust, are investment companies that typically are registered under the 1940 Act as open-end funds or unit investment trusts (UITs). ETFs are actively
traded on national securities exchanges and are generally based on specific domestic and foreign market indices. Shares of an ETF may be bought and sold throughout the day at market prices, which may be higher or lower than the shares’ net
asset value. An “index-based ETF” seeks to track the performance of an index holding in its portfolio either the contents of the index or a representative sample of the securities in the index. Because ETFs are based on an underlying
basket of stocks or an index, they are subject to the same market fluctuations as these types of securities in volatile market swings. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. When a fund
invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses. As with any exchange listed security, ETF shares purchased in the secondary market are
subject to customary brokerage charges.
Pursuant to an exemptive order issued by the SEC to
iShares and procedures approved by the funds’ Board of Trustees (the Board), each fund may invest in iShares beyond the limits set forth in Section 12(d)(1)(A) of the 1940 Act but not to exceed 25% of the fund’s total assets, provided
that the fund has described ETF investments in its prospectus and otherwise complies with the conditions of the exemptive order and other applicable investment limitations. Neither the iShares
®
Funds nor their investment adviser make any representations regarding the advisability of investing in a fund.
Business Development Companies (BDCs)
are closed-end investment companies that have elected to be BDCs under the 1940 Act and are taxed as regulated investment companies (RICs) under the Internal Revenue Code. BDCs operate as venture capital companies and
typically invest in, lend capital to, and provide significant managerial assistance to developing private companies or thinly-traded public companies. Under the 1940 Act, BDCs are required to invest at least 70% of their total assets primarily in
securities of privately-held U.S. companies or thinly-traded U.S. public companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, a BDC may only incur indebtedness
in amounts such that the BDC’s coverage ratio of total assets to total senior securities equals at least 200% after such incurrence.
BDCs generally invest in debt securities that are
not rated by a credit rating agency and are considered below investment grade quality (junk bonds). Little public information generally exists for the type of companies in which a BDC may invest and, therefore, there is a risk that investors may not
be able to make a fully informed evaluation of the BDC and its portfolio of investments. In addition, investments made by BDCs are typically illiquid and are difficult to value for purposes of determining a BDC’s net asset value (for more
information on BDCs, see the section titled “Securities of Other Investment Companies”).
Foreign Currency Transactions.
A fund may invest in foreign currency-denominated securities, may purchase and sell foreign currency options and foreign currency futures contracts and related options and may engage in foreign currency transactions
either on a spot (cash) basis at the rate prevailing in the currency exchange market at the time or through forward currency contracts (forwards) with terms generally of less than one year. A fund may engage in these transactions in order to protect
against uncertainty in the level of future foreign exchange rates in the purchase and sale of securities.
A fund may also use foreign currency options
and foreign currency forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. A fund will earmark or segregate assets for any open positions in forwards used for
non-hedging purposes and mark to market daily as may be required under the federal securities laws.
A forward involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts may be bought or sold to protect a fund against a
possible loss resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar or to increase exposure to a particular foreign currency. Many foreign securities markets do not settle trades within a time frame that
would be considered customary in the U.S. stock market. Therefore, a fund may engage in forward foreign currency exchange contracts in order to secure exchange rates for fund securities purchased or sold, but awaiting settlement. These transactions
do not seek to eliminate any fluctuations in the underlying prices of the securities involved. Instead, the transactions simply establish a rate of exchange that can be expected when a fund settles its securities transactions in the future. Forwards
involve certain risks. For example, if the counterparties to the contracts are unable to meet the terms of the contracts or if the value of the foreign currency changes unfavorably, a fund could sustain a loss.
A fund may engage in forward foreign currency
exchange contracts to protect the value of specific portfolio positions, which is called “position hedging.” When engaging in position hedging, a fund may enter into forward foreign currency exchange transactions to protect against a
decline in the values of the foreign currencies in which portfolio securities are denominated (or against an increase in the value of currency for securities that a fund expects to purchase).
Buying and selling foreign currency exchange
contracts involves costs and may result in losses. The ability of a fund to engage in these transactions may be limited by tax considerations. Although these techniques tend to minimize the risk of loss due to declines in the value of the hedged
currency, they tend to limit any potential gain that might result from an increase in the value of such currency. Transactions in these contracts involve certain other risks. Unanticipated fluctuations in currency prices may result in a poorer
overall performance for a fund than if it had not engaged in any such transactions. Moreover, there may be imperfect correlation between a fund’s holdings of securities denominated in a particular currency and forward contracts into which a
fund enters. Such imperfect correlation may cause a fund to sustain losses, which will prevent it from achieving a complete hedge or expose it to risk of foreign exchange loss.
Suitable hedging transactions may not be available
in all circumstances and there can be no assurance that a fund will engage in such transactions at any given time or from time to time. Also, such transactions may not be successful and may eliminate any chance for a fund to benefit from favorable
fluctuations in relevant foreign currencies.
Forwards will be used primarily to adjust the
foreign exchange exposure of a fund with a view to protecting the outlook, and a fund might be expected to enter into such contracts under the following circumstances:
Lock In
. When the
investment adviser desires to lock in the U.S. dollar price on the purchase or sale of a security denominated in a foreign currency.
Cross Hedge
. If a
particular currency is expected to decrease against another currency, a fund may sell the currency expected to decrease and purchase a currency which is expected to increase against the currency sold in an amount approximately equal to some or all
of a fund’s portfolio holdings denominated in the currency sold.
Direct Hedge
. If
the investment adviser wants to eliminate substantially all of the risk of owning a particular currency, and/or if the investment adviser thinks that a fund can benefit from price appreciation in a given country’s bonds but does not want to
hold the currency, it may employ a direct hedge back into the U.S. dollar. In either case, a fund would enter into a forward contract to sell the currency in which a portfolio security is denominated and purchase U.S. dollars at an exchange rate
established at the time it initiated the contract. The cost of the direct hedge transaction may offset most, if not all, of the yield advantage offered by the foreign security, but a fund would benefit from an increase in value of the
bond.
Proxy Hedge
. The
investment adviser might choose to use a proxy hedge, which may be less costly than a direct hedge. In this case, a fund, having purchased a security, will sell a currency whose value is believed to be closely linked to the currency in which the
security is denominated. Interest rates prevailing in the country whose currency was sold would be expected to be closer to those in the U.S. and lower than those of securities denominated in the currency of the original holding. This type of
hedging entails greater risk than a direct hedge because it is dependent on a stable relationship between the two currencies paired as proxies and the relationships can be very unstable at times.
Costs of Hedging
.
When a fund purchases a foreign bond with a higher interest rate than is available on U.S. bonds of a similar maturity, the additional yield on the foreign bond could be substantially reduced or lost if a fund were to enter into a direct hedge by
selling the foreign currency and purchasing the U.S. dollar. This is what is known as the “cost” of hedging. Proxy hedging attempts to reduce this cost through an indirect hedge back to the U.S. dollar. It is important to note that
hedging costs are treated as capital transactions and are not, therefore, deducted from a fund’s dividend distribution and are not reflected in its yield. Instead such costs will, over time, be reflected in a fund’s net asset value per
share.
Tax Consequences of Hedging
. Under applicable tax law, a fund may be required to limit its gains from hedging in foreign currency forwards, futures, and options. Although a fund is expected to comply with such limits, the extent to which these
limits apply is subject to tax regulations as yet unissued. Hedging may also result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. Those provisions could result in an increase (or decrease) in the
amount of taxable dividends paid by a fund and could affect whether dividends paid by a fund are classified as capital gains or ordinary income.
Foreign Securities.
Investments in foreign securities involve additional risks, including foreign currency exchange rate risks, because they are issued by foreign entities, including foreign governments, banks and corporations or because they are traded principally
overseas. Foreign securities in which a fund may invest include those issued by foreign entities that are not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to
U.S. corporations. In addition, there may be less publicly available information about foreign entities. Foreign economic, political and legal developments, as well as fluctuating foreign currency exchange rates and withholding taxes, could have
more dramatic effects on the value of foreign securities. For example, conditions within and around foreign countries, such as the possibility of expropriation or confiscatory taxation, political or social instability, diplomatic developments, the
imposition of trade sanctions, change of government or war could affect the value of foreign investments. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.
Foreign securities typically have less volume and
are generally less liquid and more volatile than securities of U.S. companies. Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on U.S. exchanges, although a fund will endeavor to achieve the most
favorable overall results on portfolio transactions. There is generally less government supervision and regulation of foreign securities exchanges, brokers, dealers and listed companies than in the United States, thus increasing the risk of delayed
settlements of portfolio transactions or loss of certificates for portfolio securities. There may be difficulties in obtaining or enforcing judgments against foreign issuers as well. Bankruptcy laws in some foreign countries are sometimes biased to
the borrowers and against the creditors. Bankruptcy laws in some foreign countries are sometimes biased to the borrowers and against the creditors. These factors and others may increase the risks with respect to the liquidity of a fund, and its
ability to meet a large number of shareholder redemption requests.
In addition, a fund’s investments in foreign
securities may be subject to economic sanctions or other government restrictions. These restrictions may negatively impact the value or liquidity of a fund’s investments, and could impair a fund’s ability to meet its investment objective
or invest in accordance with its investment strategy. For example, a fund may be prohibited from investing in securities issued by companies subject to such restrictions. In addition, these restrictions may require a fund to freeze its existing
investments in certain foreign securities, which would prohibit the fund from buying, selling, receiving or delivering those securities or other financial instruments. As a result, such restrictions may limit a fund’s ability to meet a large
number of shareholder redemption requests.
Foreign markets also have different clearance and
settlement procedures and, in certain markets, there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Such delays in settlement could result
in temporary periods when a portion of the assets of a fund is uninvested and no return is earned thereon. The inability to make intended security purchases due to settlement problems could cause a fund to miss attractive investment opportunities.
Losses to a fund arising out of the inability to fulfill a contract to sell such securities also could result in potential liability for a fund.
Investments in the securities of
foreign issuers may be made and held in foreign currencies. In addition, a fund may hold cash investments in foreign currencies. These investments may be affected favorably or unfavorably by changes in currency rates and in exchange control
regulations, and may cause a fund to incur costs in connection with conversions between various currencies. The rate of exchange between the U.S. dollar and other currencies is determined by the forces of supply and demand in the foreign exchange
market as well as by political and economic factors. Changes in the foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities, and net investment income and gains,
if any, to be distributed to shareholders by a fund.
During the recent global financial crisis,
financial markets in Europe experienced significant volatility due, in part, to concerns about rising levels of government debt and the prevalence of increased budget deficits. As a result, many economies in the region suffered through prolonged
economic downturns. Although some European economies have shown signs of recovery, any recovery may be slow as the region continues to face difficult challenges including high unemployment rates, significant levels of government debt, continuing
trade deficits, significant austerity measures and lack of access to capital. Furthermore, due to the economic integration of the region, another economic downturn in one European country may have a negative impact on the economies of other European
countries. As a fund may hold investments in issuers that are located in Europe or that depend on revenues generated from operations in Europe, any material negative developments in Europe could have a negative impact on the value and liquidity of
these investments, which could harm a fund’s performance.
Foreign
Institutions
involve additional risks. The funds may invest in U.S. dollar-denominated securities issued by foreign institutions or securities that are subject to credit or liquidity enhancements provided by foreign
institutions. Foreign institutions may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements that are comparable to those applicable to U.S. corporations. In addition, there may be less publicly
available information about foreign entities. Foreign economic, political and legal developments could have effects on the value of securities issued or supported by foreign institutions. For example, conditions within and around foreign countries,
such as the possibility of expropriation or confiscatory taxation, political or social instability, diplomatic developments, change of government or war could affect the value of these securities. In addition, there may be difficulties in obtaining
or enforcing judgments against foreign institutions that issue or support securities in which a fund may invest. These factors and others may increase the risks with respect to the liquidity of a fund, and its ability to meet a large number of
shareholder redemption requests.
Illiquid Securities
generally are any securities that cannot be disposed of promptly and in the ordinary course of business within seven days approximately the amount at which a fund has valued the instruments. The liquidity of a
fund’s investments is monitored under the supervision and direction of the Board. Investments currently not considered liquid, among others, include repurchase agreements not maturing within seven days that are not subject to a demand feature
of seven days or less and certain restricted securities.
Interfund Borrowing and Lending.
The SEC has granted an exemption to the funds that permits the funds to borrow money from and/or lend money to other funds in the Fund Complex as defined under “Management of the Funds.” All loans are for
temporary or emergency purposes and the interest rates to be charged will be the average of the overnight repurchase agreement rate and the short term bank loan rate. All loans are subject to numerous conditions designed to ensure fair and equitable
treatment of all participating funds/portfolios. The interfund lending facility is subject to the oversight and periodic review of the Board.
Money Market Securities
are high-quality, short term debt securities that may be issued by entities such as the U.S. government, corporations and financial institutions (like banks). Money market securities include commercial
paper,
certificates of deposit, bankers’ acceptances, notes and time
deposits. Certificates of deposit and time deposits are issued against funds deposited in a banking institution for a specified period of time at a specified interest rate. Bankers’ acceptances are credit instruments evidencing a bank’s
obligation to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay the full amount of the instrument upon maturity. Commercial paper consists of short term, unsecured promissory
notes issued to finance short term credit needs.
Money market securities pay fixed,
variable or floating rates of interest and are generally subject to credit and interest rate risks. The maturity date or price of and financial assets collateralizing a security may be structured in order to make it qualify as or act like a money
market security. These securities may be subject to greater credit and interest rate risks than other money market securities because of their structure. Money market securities may be issued with puts or sold separately; these puts, which are
sometimes called demand features or guarantees, which are agreements that allow the buyer to sell a security at a specified price and time to the seller or “put provider.” When a fund buys a put, losses could occur as a result of the
costs of the put or if it exercises its rights under the put and the put provider does not perform as agreed. Standby commitments are types of puts.
A fund may keep a portion of its assets in cash for
business operations. A fund may invest in money market securities to reduce the effect this otherwise uninvested cash would have on its performance. A fund may also invest in money market securities to the extent it is consistent with its investment
objective.
Bankers’ Acceptances or
Notes
are credit instruments evidencing a bank’s obligation to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay the full amount of the
instrument upon maturity. A fund will invest only in bankers’ acceptances of banks that have capital, surplus and undivided profits in excess of $100 million.
Certificates of Deposit or Time Deposits
are issued against funds deposited in a banking institution for a specified period of time at a specified interest rate. A fund will invest only in certificates of deposit of banks that have capital, surplus and undivided
profits, in the aggregate, in excess of $100 million.
Commercial Paper
consists of short-term, promissory notes issued by banks, corporations and other institutions to finance short-term credit needs. These securities generally are discounted but sometimes may be interest bearing. Commercial paper, which also may be
unsecured, is subject to credit risk.
Fixed Time Deposits
are bank obligations payable at a stated maturity date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties, which vary
depending upon market conditions and the remaining maturity of the obligation. There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although there is no market for such
deposits. A fund will not invest in fixed time deposits, which (1) are not subject to prepayment or (2) provide for withdrawal penalties upon prepayment (other than overnight deposits) if, in the aggregate, more than 15% of its net assets would be
invested in such deposits, repurchase agreements maturing in more than seven days and other illiquid assets.
Promissory Notes
are written agreements committing the maker or issuer to pay the payee a specified amount either on demand or at a fixed date in the future, with or without interest. These are sometimes called negotiable notes or
instruments and are subject to credit risk. Bank notes are notes used to represent obligations issued by banks in large denominations.
Repurchase Agreements
are instruments under which a buyer acquires ownership of certain securities (usually U.S. government securities) from a seller who agrees to repurchase the securities at a mutually agreed-upon time and price, thereby
determining the yield during the buyer’s holding period. Any repurchase agreements a fund enters into will involve a fund as the buyer and banks or broker-dealers as sellers. The period of repurchase agreements is usually short - from
overnight to one week, although the securities collateralizing a repurchase agreement may have longer maturity dates. Default by the seller might cause a fund to experience a loss or delay in the liquidation of the collateral securing the repurchase
agreement. A fund also may incur disposition costs in liquidating the collateral. In the event of a bankruptcy or other default of a repurchase agreement’s seller, a fund might incur expenses in enforcing
its rights, and could experience losses, including a decline in the
value of the underlying securities and loss of income. A fund will make payment under a repurchase agreement only upon physical delivery or evidence of book entry transfer of the collateral to the account of its custodian bank.
Non-Publicly Traded Securities and Private
Placements.
A fund may invest in securities that are neither listed on a stock exchange nor traded over-the-counter, including privately placed securities. Such unlisted securities may involve a higher degree of
business and financial risk that can result in substantial losses. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. Although these securities may be resold in
privately negotiated transactions, the prices realized from these sales could be less than those originally paid by a fund or less than what may be considered the fair value of such securities. Furthermore, companies whose securities are not
publicly traded may not be subject to the disclosure and other investor protection requirements which might be applicable if their securities were publicly traded. If such securities are required to be registered under the securities laws of one or
more jurisdictions before being sold, a fund may be required to bear the expenses of registration.
Restricted Securities
are securities that are subject to legal restrictions on their sale. Difficulty in selling restricted securities may result in a loss or be costly to a fund. Restricted securities generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration under the Securities Act of 1933, as amended (the 1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated
to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security. Certain restricted securities, such as Section 4(a)(2) commercial paper and Rule
144A securities under the 1933 Act, may be considered to be liquid if they meet the criteria for liquidity established by the Board. To the extent a fund invests in restricted securities that are deemed liquid, the general level of illiquidity in
the fund’s portfolio may be increased if such securities become illiquid.
Securities Lending
of portfolio securities is a common practice in the securities industry. A fund may engage in security lending arrangements. For example, a fund may receive cash collateral and may invest it in short-term, interest-bearing obligations, but will do
so only to the extent that it will not lose the tax treatment available to regulated investment companies. Lending portfolio securities involves risks that the borrower may fail to return the securities or provide additional collateral. Also, voting
rights with respect to the loaned securities may pass with the lending of the securities and efforts to call such securities promptly may be unsuccessful, especially for foreign securities. Securities lending involves the risk of loss of rights in
the collateral, or delay in recovery of the collateral, if the borrower fails to return the security loaned or becomes insolvent. A fund will also bear the risk of any decline in value of securities acquired with cash collateral.
A fund may loan portfolio securities to qualified
broker-dealers or other institutional investors provided: (1) the loan is secured continuously by collateral consisting of U.S. government securities, letters of credit, cash or cash equivalents or other appropriate instruments maintained on a daily
marked-to-market basis in an amount at least equal to the current market value of the securities loaned; (2) a fund may at any time call the loan and obtain the return of the securities loaned; (3) a fund will receive any interest or dividends paid
on the loaned securities; and (4) the aggregate market value of securities loaned will not at any time exceed one-third of the total assets of a fund, including collateral received from the loan (at market value computed at the time of the
loan).
Although voting rights with
respect to loaned securities pass to the borrower, the lender retains the right to recall a security (or terminate a loan) for the purpose of exercising the security’s voting rights. Efforts to recall such securities promptly may be
unsuccessful, especially for foreign securities or thinly traded securities such as small-cap stocks. In addition, because recalling a security may involve expenses to a fund, it is expected that a fund will do so only where the items being voted
upon are, in the judgment of the investment adviser, either are material to the economic value of the security or threaten to materially impact the issuer’s corporate governance policies or structure.
To the extent a fund participates in securities
lending under the current securities lending agreements with the unaffiliated lending agents, costs and expenses, including agent fees, associated with securities lending activities under
the securities lending program
paid to the lending agent are approximately 10% of the gross lending revenues (with the ability to reach further breakpoints). All remaining revenue is retained by the fund, as applicable. No portion of the lending revenue is paid to or retained by
Charles Schwab Investment Management, Inc. (CSIM) or any affiliates of CSIM.
Securities of Other Investment Companies.
Investment companies generally offer investors the advantages of diversification and professional investment management, by combining shareholders’ money and investing it in securities such as stocks, bonds and
money market instruments. Investment companies include: (1) open-end funds (commonly called mutual funds) that issue and redeem their shares on a continuous basis; (2) business development companies that generally invest in, and provide services to,
privately-held companies or thinly-traded public companies (see the sub-section titled “Business Development Companies” under “Equity Securities” for more information); (3) closed-end funds that offer a fixed number of
shares, and are usually listed on an exchange; and (4) unit investment trusts that generally offer a fixed number of redeemable shares. Certain open-end funds, closed-end funds and unit investment trusts are traded on exchanges (see the sub-section
entitled “Exchange-Traded Funds” under “Equity Securities” for more information).
To the extent a fund invests, or has invested, in
shares of other investment companies, including BDCs, during its prior fiscal year, the fund, pursuant to SEC rules, must disclose any material fees and expenses indirectly incurred by the fund as a result of such investments. These indirect fees
and expenses, to the extent incurred, will appear in the fee table of the fund’s prospectus as a separate line item captioned “Acquired fund fees and expenses.”
Investment companies may make investments and use
techniques designed to enhance their performance. These may include delayed-delivery and when-issued securities transactions; swap agreements; buying and selling futures contracts, illiquid, and/or restricted securities and repurchase agreements;
and borrowing or lending money and/or portfolio securities. The risks of investing in a particular investment company will generally reflect the risks of the securities in which it invests and the investment techniques it employs. Also, investment
companies charge fees and incur expenses.
The
funds may buy securities of other investment companies, including those of foreign issuers, in compliance with the requirements of federal law or any SEC exemptive order. A fund may invest in investment companies that are not registered with the SEC
or in privately placed securities of investment companies (which may or may not be registered), such as hedge funds and offshore funds. Unregistered funds are largely exempt from the regulatory requirements that apply to registered investment
companies. As a result, unregistered funds may have a greater ability to make investments, or use investment techniques, that offer a higher potential investment return (for example, leveraging), but which may carry high risk. Unregistered funds,
while not regulated by the SEC like registered funds, may be indirectly supervised by the financial institutions (e.g., commercial and investment banks) that may provide them with loans or other sources of capital. Investments in unregistered funds
may be difficult to sell, which could cause a fund selling an interest in an unregistered fund to lose money. For example, many hedge funds require their investors to hold their investments for at least one year.
Federal law restricts the ability of one registered
investment company to invest in another. As a result, the extent to which a fund may invest in another investment company may be limited. With respect to investments in other mutual funds, the SEC has granted the funds an exemption from the
limitations of the 1940 Act that restrict the amount of securities of underlying mutual funds a fund may hold, provided that certain conditions are met. The conditions requested by the SEC were designed to address certain abuses perceived to be
associated with funds of funds, including unnecessary costs (such as sales loads, advisory fees and administrative costs), and undue influence by a fund of funds over the underlying fund. The conditions apply only when a fund and its affiliates in
the aggregate own more than 3% of the outstanding shares of any one underlying fund.
Under the terms of the exemptive order, each fund
and its affiliates may not control a non-affiliated underlying fund. Under the 1940 Act, any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company is assumed to
control that company. This limitation is measured at the time the investment is made. The funds do not currently intend to take advantage of this exemptive order because the funds are not “funds of funds.”
Short Sales
may be
used by a fund as part of its overall portfolio management strategies or to offset (hedge) a potential decline in the value of a security. A fund may engage in short sales that are either “against the box” or “uncovered.” A
short sale is “against the box” if at all times during which the short position is open, a fund owns at least an equal amount of the securities or securities convertible into, or has the right to acquire, at no added cost, the securities
of the same issue as the securities that are sold short. A short sale against the box is a taxable transaction to a fund with respect to the securities that are sold short. “Uncovered” short sales are transactions under which a fund
sells a security it does not own. To complete such transaction, a fund may borrow the security through a broker to make delivery to the buyer and, in doing so, a fund becomes obligated to replace the security borrowed by purchasing the security at
the market price at the time of the replacement. A fund also may have to pay a fee to borrow particular securities, which would increase the cost of the security. In addition, a fund is often obligated to pay any accrued interest and dividends on
the securities until they are replaced. The proceeds of the short sale position will be retained by the broker until a fund replaces the borrowed securities.
A fund will incur a loss if the price of the
security sold short increases between the time of the short sale and the time the fund replaces the borrowed security and, conversely, the fund will realize a gain if the price declines. Any gain will be decreased, and any loss increased, by the
transaction costs described above. A short sale creates the risk of an unlimited loss, as the price of the underlying securities could theoretically increase without limit, thus increasing the cost of buying those securities to cover the short
position. If a fund sells securities short “against the box,” it may protect unrealized gains, but will lose the opportunity to profit on such securities if the price rises. The successful use of short selling as a hedging strategy may
be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.
A fund’s obligation to replace the securities
borrowed in connection with a short sale will be secured by collateral deposited with the broker that consists of cash or other liquid securities. In addition, a fund will earmark cash or liquid assets or place in a segregated account an amount of
cash or other liquid assets equal to the difference, if any, between (1) the market value of the securities sold short, marked-to-market daily, and (2) any cash or other liquid securities deposited as collateral with the broker in connection with
the short sale.
Temporary Defensive Investments
. During unusual economic or market conditions or for temporary defensive or liquidity purposes, each of the Schwab Active Equity Funds may invest up to 100% of its assets in cash, money market instruments, repurchase
agreements and other short-term obligations.
U.S. Government Securities
are issued by the U.S. Treasury or issued or guaranteed by the U.S. government or any of its agencies or instrumentalities. Not all U.S. government securities are backed by the full faith and credit of the U.S.
government. Some U.S. government securities, such as those issued by the Federal National Mortgage Association (Fannie Mae),
the Federal Home Loan Mortgage Corporation (Freddie Mac), the Student Loan
Marketing Association (Sallie Mae), and the Federal Home Loan Banks, are supported by a line of credit the issuing entity has with the U.S. Treasury. Securities issued by other issuers are supported solely by the credit of the issuing agency or
instrumentality such as obligations issued by the Federal Farm Credit Banks Funding Corporation. There can be no assurance that the U.S. government will provide financial support to U.S. government securities of its agencies and instrumentalities if
it is not obligated to do so under law. U.S. government securities, including U.S. Treasury securities, are among the safest securities, however, not unlike other debt securities, they are still sensitive to interest rate changes, which will cause
their yields and prices to fluctuate.
On September 7, 2008, the U.S. Treasury announced a
federal takeover of Fannie Mae and Freddie Mac, placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1 billion of senior preferred stock of each instrumentality and obtained warrants
for the purchase of common stock of each instrumentality. Under these Senior Preferred Stock Purchase Agreements (SPAs), the U.S. Treasury has pledged to provide up to $100 billion per instrumentality as needed, including the contribution of cash
capital to the instrumentalities in the event their liabilities exceed their assets. On May 6, 2009, the U.S. Treasury increased its maximum commitment to each instrumentality under the SPAs to $200 billion per instrumentality. On December 24, 2009,
the U.S. Treasury further amended the SPAs to allow the cap on the U.S. Treasury’s funding commitment to increase as necessary to accommodate any cumulative reduction in Fannie Mae’s and Freddie Mac’s net worth through the end of
2012. On August 17, 2012, the U.S. Treasury announced that it was again amending the SPAs to terminate
the requirement that Fannie Mae and Freddie Mac each pay a 10%
dividend annually on all amounts received under the funding commitment. Instead, they will transfer to the U.S. Treasury on a quarterly basis all profits earned during a quarter that exceed a capital reserve amount of $3 billion. It is anticipated
that the new amendment would put Fannie Mae and Freddie Mac in a better position to service their debt. At the start of 2013, the unlimited support the U.S. Treasury extended to the two companies expired
–
Fannie Mae’s bailout is capped at $125 billion and Freddie Mac has a limit of $149 billion.
The actions of the U.S. Treasury
are intended to ensure that Fannie Mae and Freddie Mac maintain a positive net worth and meet their financial obligations preventing mandatory triggering of receivership. No assurance can be given that the U.S. Treasury initiatives will be
successful. In addition, the future for Fannie Mae and Freddie Mac remains uncertain. The U.S. Congress has recently considered proposals to reduce the U.S. government’s role in the mortgage market and to wind down or restructure the
operations of both Fannie Mae and Freddie Mac. Should the federal government adopt any such proposal, the value of a fund’s investments in securities issued by Fannie Mae or Freddie Mac would be impacted.
Although the risk of default with the U.S.
government securities is considered unlikely, any default on the part of a portfolio investment could cause a fund’s share price or yield to fall.
INVESTMENT LIMITATIONS AND RESTRICTIONS
The following investment limitations may be changed
only by vote of a majority of each fund’s outstanding voting shares:
Each fund may not:
(1)
|
Purchase or sell
commodities or real estate, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(2)
|
Make loans to
other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(3)
|
Borrow money,
except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(4)
|
Issue senior
securities, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(5)
|
Underwrite
securities issued by other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
In addition, each of the
Schwab Large-Cap Growth Fund, Schwab Dividend Equity Fund, Schwab International Core Equity Fund, Schwab Core Equity Fund, Schwab Small-Cap Equity Fund, and Schwab Hedged Equity Fund may not:
(1)
|
Purchase
securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be
amended or interpreted from time to time.
|
(2)
|
Concentrate
investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from
time to time.
|
In addition, each of the Schwab Financial Services
Fund and the Schwab Health Care Fund:
(1)
|
Will concentrate
its investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from
time to time. The Schwab Financial Services Fund will concentrate its investments in securities of companies in the financial services sector. The Schwab Health Care Fund will concentrate its investments in securities of companies in the health care
sector.
|
The following are non-fundamental
investment policies and restrictions, and may be changed by the Board.
Each fund may not:
(1)
|
Sell securities
short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative
instruments are not considered selling securities short).
|
(2)
|
Purchase
securities on margin, except such short-term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative
instruments shall not constitute purchasing securities on margin.
|
(3)
|
Invest more than
15% of its net assets in illiquid securities.
|
(4)
|
Purchase
securities of other investment companies, except as permitted by the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(5)
|
Purchase or sell
commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that the fund may (i) purchase securities of companies that deal in real estate or interests therein (including REITs), (ii) purchase
or sell futures contracts, options contracts, equity index participations and index participation contracts, and (iii) purchase securities of companies that deal in precious metals or interests therein.
|
(6)
|
Lend
any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements).
|
In addition, the Schwab Large-Cap Growth Fund, Schwab
Dividend Equity Fund, Schwab International Core Equity Fund, Schwab Core Equity Fund, Schwab Small-Cap Equity Fund, Schwab Financial Services Fund and Schwab Health Care Fund may not:
(1)
|
Borrow money
except that the fund may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided that
(i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days).
|
In addition, each of the Schwab Large-Cap Growth
Fund, Schwab Dividend Equity Fund, and Schwab International Core Equity Fund may not:
(1)
|
Purchase
securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of
industries.
|
In addition,
the Schwab Core Equity Fund may not:
(1)
|
Purchase
securities (other than securities issued or guaranteed by the U.S. government, its agencies or
|
|
instrumentalities)
if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries (except that the fund may purchase securities to the extent that the S&P 500
®
is also so concentrated).
|
In addition, the Schwab Small-Cap Equity Fund may
not:
(1)
|
Purchase
securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries
(except that the fund may purchase securities to the extent that the Russell 2000
®
Index is also so concentrated).
|
In addition, the Schwab Hedged Equity Fund may
not:
(1)
|
Borrow money,
except that the fund may (i) borrow money (A) for temporary or emergency purposes or (B) from banks or through an interfund lending facility, if any, and (ii) engage in reverse repurchase agreements with any party; provided that (i) and (ii) in
combination do not exceed 33 1/3% of its total assets.
|
(2)
|
Purchase
securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of
industries (except that the fund may purchase securities to the extent that the S&P 500 is also so concentrated).
|
The following descriptions of the 1940 Act may assist
investors in understanding the above policies and restrictions.
Borrowing
.
The 1940 Act restricts an investment company from borrowing (including pledging, mortgaging or hypothecating assets) in excess of 33 1/3% of its total assets (not including temporary borrowings not in excess of 5% of its total assets). Transactions
that are fully collateralized in a manner that does not involve the prohibited issuance of a “senior security” within the meaning of Section 18(f) of the 1940 Act, shall not be regarded as borrowings for the purposes of a fund’s
investment restriction.
Concentration.
The SEC has defined concentration as investing 25% or more of an investment company’s total assets in an industry or group of industries, with certain exceptions.
Diversification.
Under the 1940 Act and the rules, regulations and interpretations thereunder, a “diversified company,” as to 75% of its total assets, may not purchase securities of any issuer (other than obligations of, or guaranteed by, the
U.S. government or its agencies, or instrumentalities or securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or more than 10% of the issuer’s voting
securities would be held by the fund.
Lending
. Under the 1940 Act, an investment company may only make loans if expressly permitted by its investment policies.
Real Estate.
The 1940 Act does not directly restrict an investment company’s ability to invest in real estate, but does require that every investment company have a fundamental investment policy
governing such investments. Each fund has adopted a fundamental policy that would permit direct investment in real estate. However, each fund has a non-fundamental investment limitation that prohibits it from investing directly in real estate. This
non-fundamental policy may be changed only by vote of a fund’s Board.
Senior
Securities.
Senior securities may include any obligation or instrument issued by an investment company evidencing indebtedness. The 1940 Act generally prohibits each fund from issuing senior securities, although it provides allowances for
certain borrowings and certain other investments, such as short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, when such investments are “covered” or with appropriate earmarking or segregation
of assets to cover such obligations.
Underwriting.
Under the 1940 Act, underwriting securities involves an investment company purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any such activity either directly or indirectly.
Under the 1940 Act, a diversified fund may not make any commitment as underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value of its investments in securities of issuers (other than investment
companies) of which it owns more than 10% of the outstanding voting securities, exceeds 25% of the value of its total assets. The foregoing restriction does not apply to non-diversified funds.
Policies and investment limitations that state a
maximum percentage of assets that may be invested in a security or other asset, or that set forth a quality standard shall be measured immediately after and as a result of a fund’s acquisition of such security or asset, unless otherwise noted.
Except with respect to limitations on borrowing and futures and option contracts, any subsequent change in total assets or net assets, as applicable, or other circumstances does not require a fund to sell an investment if it could not then make the
same investment. With respect to the limitation on illiquid securities, in the event that a subsequent change in net assets or other circumstances cause a fund to exceed its limitation, the fund will take steps to bring the aggregate amount of
illiquid instruments back within the limitations as soon as reasonably practicable.
Management of the FUNDS
The funds are overseen by a Board.
The trustees are responsible for protecting shareholder interests. The trustees regularly meet to review the investment activities, contractual arrangements and the investment performance of each fund. The trustees met 6 times during the most recent
fiscal year.
Certain trustees are
“interested persons.” A trustee is considered an interested person of a trust under the 1940 Act if he or she is an officer, director, or an employee of CSIM or, with respect to Schwab Funds (as defined below) only, Charles Schwab &
Co., Inc. (Schwab). A trustee also may be considered an interested person of the trust under the 1940 Act if he or she owns stock of The Charles Schwab Corporation, a publicly traded company and the parent company of the funds’ investment
adviser and the Schwab Funds’ distributor.
As used herein, the terms “Fund
Complex” and “Family of Investment Companies” each refer collectively to The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios, Schwab Capital Trust, Schwab Strategic Trust and Laudus Trust which, as of
February 25, 2016, included 96 funds. As used herein, the term “Schwab Funds” refers collectively to The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios and Schwab Capital Trust; the term “Laudus
Funds” refers to collectively Laudus Trust and Laudus Institutional Trust; and the term “Schwab ETFs” refers to Schwab Strategic Trust.
Each of the officers and/or trustees also serves in
the same capacity, unless otherwise noted, for The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios, Schwab Capital Trust, Schwab Strategic Trust and Laudus Trust. Certain officers and/or trustees also serve as officers
and/or trustees of the Laudus Institutional Trust, which has no series. The tables below provide information about the trustees and officers for the trusts, which includes the funds in this SAI. The address of each individual listed below is 211
Main Street, San Francisco, California 94105.
NAME,
YEAR OF BIRTH, AND POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND LENGTH OF TIME SERVED
1
)
|
PRINCIPAL
OCCUPATIONS DURING THE PAST FIVE YEARS
|
NUMBER
OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY THE TRUSTEE
|
OTHER
DIRECTORSHIPS DURING THE PAST FIVE YEARS
|
INDEPENDENT
TRUSTEES
|
Robert
W. Burns
1959
Trustee
(Trustee of Schwab Strategic Trust since 2009; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2016)
|
Retired/Private
Investor (Jan. 2009-present). Formerly, Managing Director, Pacific Investment Management Company, LLC (PIMCO) and President, PIMCO Funds.
|
96
|
Director,
PS Business Parks, Inc. (2005-2012)
|
John
F. Cogan
1947
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust and Laudus Institutional Trust since 2010; Schwab Strategic Trust
since 2016)
|
Senior
Fellow, The Hoover Institution at Stanford University (Oct. 1979-present); Senior Fellow, Stanford Institute for Economic Policy Research (2000-present); Professor of Public Policy, Stanford University (1994-2015).
|
96
|
Director,
Gilead Sciences, Inc. (2005-present)
|
Stephen
Timothy Kochis
1946
Trustee
(Trustee of Schwab Strategic Trust since 2012; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2016)
|
CEO
and Owner, Kochis Global (wealth management consulting) (May 2012-present); Chairman and CEO, Aspiriant, LLC (wealth management) (Jan. 2008-Apr. 2012).
|
96
|
None
|
David
L. Mahoney
1954
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2011; Schwab Strategic Trust since 2016)
|
Private
Investor.
|
96
|
Director,
Symantec Corporation (2003-present)
Director, Corcept Therapeutics
Incorporated (2004-present)
Director, Adamas Pharmaceuticals, Inc. (2009-present)
|
Kiran
M. Patel
1948
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2011; Schwab Strategic Trust since 2016)
|
Retired.
Executive Vice President and General Manager of Small Business Group, Intuit, Inc. (financial software and services firm for consumers and small businesses) (Dec. 2008-Sept. 2013).
|
96
|
Director,
KLA-Tencor Corporation (2008-present)
|
NAME,
YEAR OF BIRTH, AND POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND LENGTH OF TIME SERVED
1
)
|
PRINCIPAL
OCCUPATIONS DURING THE PAST FIVE YEARS
|
NUMBER
OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY THE TRUSTEE
|
OTHER
DIRECTORSHIPS DURING THE PAST FIVE YEARS
|
INDEPENDENT
TRUSTEES
|
Kimberly
S. Patmore
1956
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, and Laudus Trust since 2016)
|
Consultant,
Patmore Management Consulting (management consulting) (2008-present).
|
96
|
None
|
Charles
A. Ruffel
1956
Trustee
(Trustee of Schwab Strategic Trust since 2009; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2015)
|
Co-Chief
Executive Officer, Kudu Investment Management, LLC (financial services) (Jan. 2015-present); Partner, Kudu Advisors, LLC (financial services) (June 2008-Jan. 2015); Advisor, Asset International, Inc. (publisher of financial services information)
(Aug. 2008-Jan. 2015).
|
96
|
None
|
Gerald
B. Smith
1950
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2000; Laudus Trust and Laudus Institutional Trust since 2010; Schwab Strategic Trust
since 2016)
|
Chairman,
Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (Mar. 1990-present).
|
96
|
Director,
Eaton (2012-present)
Director and Chairman of the Audit Committee, Oneok Partners LP (2003-2013)
Director, Oneok, Inc. (2009-2013)
Lead Independent Director, Board of Cooper Industries (2002-2012)
|
Joseph
H. Wender
1944
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust and Laudus Institutional Trust since 2010; Schwab Strategic Trust
since 2016)
|
Senior
Consultant, Goldman Sachs & Co., Inc. (investment banking and securities firm) (Jan. 2008-present); Partner, Colgin Partners, LLC (vineyards) (Feb. 1998-present).
|
96
|
Board
Member and Chairman of the Audit Committee, Isis Pharmaceuticals (1994-present)
Lead Independent Director and Chair of Audit Committee, OUTFRONT Media Inc. (2014-present)
|
NAME,
YEAR OF BIRTH, AND POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND LENGTH OF TIME SERVED
1
)
|
PRINCIPAL
OCCUPATIONS DURING THE PAST FIVE YEARS
|
NUMBER
OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY THE TRUSTEE
|
OTHER
DIRECTORSHIPS DURING THE PAST FIVE YEARS
|
INTERESTED
TRUSTEES
|
Walter
W. Bettinger II
2
1960
Chairman and Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and
Schwab Annuity Portfolios since 2008; Schwab Strategic Trust since 2009; Laudus Trust and Laudus Institutional Trust since 2010)
|
Director,
President and Chief Executive Officer, The Charles Schwab Corporation (Oct. 2008-present); President and Chief Executive Officer (Oct. 2008-present), Director (May 2008-present), Charles Schwab & Co., Inc.; Director, Charles Schwab Bank (Apr.
2006-present); and Director, Schwab Holdings, Inc. (May 2008-present).
|
96
|
Director,
The Charles Schwab Corporation (2008-present)
|
Marie
A. Chandoha
2
1961
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust and Laudus Trust since 2016)
|
Director,
President and Chief Executive Officer (Dec. 2010-present), Chief Investment Officer (Sept. 2010-Oct. 2011), Charles Schwab Investment Management, Inc.; Trustee (Jan. 2016-present), President, Chief Executive Officer (Dec. 2010-present), and Chief
Investment Officer (Sept. 2010-Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited (Jan. 2011-present); Global Head of Fixed Income Business
Division, BlackRock, Inc. (formerly Barclays Global Investors) (Mar. 2007-Aug. 2010).
|
96
|
None
|
Joseph
R. Martinetto
2
1962
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust and Laudus Trust since 2016)
|
Senior
Executive Vice President and Chief Financial Officer, The Charles Schwab Corporation and Charles Schwab & Co., Inc. (July 2015-present); Executive Vice President and Chief Financial Officer of The Charles Schwab Corporation and Charles Schwab
& Co., Inc. (May 2007-July 2015); Director, Charles Schwab & Co., Inc. (May 2007-present); Director (Apr. 2010-present) and Chief Executive Officer (July 2013-Apr. 2015), Charles Schwab Bank; Director, Executive Vice President and Chief
Financial Officer, Schwab Holdings, Inc. (May 2007-present).
|
96
|
None
|
NAME,
YEAR OF BIRTH, AND POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND LENGTH OF TIME SERVED
3
)
|
PRINCIPAL
OCCUPATIONS DURING THE PAST FIVE YEARS
|
OFFICERS
|
Marie
A. Chandoha
1961
President and Chief Executive Officer
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional
Trust since 2010)
|
Director,
President and Chief Executive Officer (Dec. 2010-present), Chief Investment Officer (Sept. 2010-Oct. 2011), Charles Schwab Investment Management, Inc.; Trustee (Jan. 2016-present), President, Chief Executive Officer (Dec. 2010-present), and Chief
Investment Officer (Sept. 2010-Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited (Jan. 2011-present); Global Head of Fixed Income Business
Division, BlackRock, Inc. (formerly Barclays Global Investors) (Mar. 2007-Aug. 2010).
|
Mark
Fischer
1970
Treasurer and Chief Financial Officer
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust
since 2013)
|
Treasurer
and Chief Financial Officer, Schwab Funds, Laudus Funds and Schwab ETFs (Jan. 2016-present); Assistant Treasurer, Schwab Funds and Laudus Funds (Dec. 2013-Dec. 2015), Schwab ETFs (Nov. 2013-Dec. 2015); Vice President, Charles Schwab Investment
Management, Inc. (Oct. 2013-present); Executive Director, J.P. Morgan Investor Services (Apr. 2011-Sept. 2013); Assistant Treasurer, Massachusetts Financial Service Investment Management (May 2005-Mar. 2011).
|
George
Pereira
1964
Senior Vice President and Chief Operating Officer
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2004; Laudus Trust and Laudus Institutional
Trust since 2006; Schwab Strategic Trust since 2009)
|
Senior
Vice President and Chief Financial Officer (Nov. 2004-present), Chief Operating Officer (Jan. 2011-present), Charles Schwab Investment Management, Inc.; Senior Vice President and Chief Operating Officer (Jan. 2016-present), Treasurer and Chief
Financial Officer, Laudus Funds (June 2006-Dec. 2015); Treasurer and Principal Financial Officer, Schwab Funds (Nov. 2004-Dec. 2015) and Schwab ETFs (Oct. 2009-Dec. 2015); Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset
Management (Ireland) Limited (April 2005-present).
|
Omar
Aguilar
1970
Senior Vice President and Chief Investment Officer
–
Equities
(Officer of The Charles Schwab Family of Funds, Schwab Investments,
Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust since 2011)
|
Senior
Vice President and Chief Investment Officer
–
Equities, Charles Schwab Investment Management, Inc. (Apr. 2011-present); Senior Vice President and Chief
Investment Officer
–
Equities, Schwab Funds, Laudus Funds and Schwab ETFs (June 2011-present); Head of the Portfolio Management Group and Vice President of
Portfolio Management, Financial Engines, Inc. (May 2009-Apr. 2011); Head of Quantitative Equity, ING Investment Management (July 2004-Jan. 2009).
|
Brett
Wander
1961
Senior Vice President and Chief Investment Officer
–
Fixed Income
(Officer of The Charles Schwab Family of Funds, Schwab Investments,
Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust since 2011)
|
Senior
Vice President and Chief Investment Officer
–
Fixed Income, Charles Schwab Investment Management, Inc. (Apr. 2011-present); Senior Vice President and Chief
Investment Officer
–
Fixed Income, Schwab Funds, Laudus Funds and Schwab ETFs (June 2011-present); Senior Managing Director, Global Head of Active Fixed-Income
Strategies, State Street Global Advisors (Jan. 2008-Oct. 2010); Director of Alpha Strategies Loomis, Sayles & Company (Apr. 2006-Jan. 2008).
|
David
Lekich
1964
Chief Legal Officer and Secretary, Schwab Funds and Schwab ETFs
Vice President and Assistant Clerk, Laudus Funds
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust since 2011)
|
Senior
Vice President (Sept. 2011-present), Vice President (Mar. 2004-Sept. 2011), Charles Schwab & Co., Inc.; Senior Vice President and Chief Counsel (Sept. 2011-present), Vice President (Jan. 2011-Sept. 2011), Charles Schwab Investment Management,
Inc.; Secretary (Apr. 2011-present) and Chief Legal Officer (Dec. 2011-present), Schwab Funds; Vice President and Assistant Clerk, Laudus Funds (Apr. 2011-present); Secretary (May 2011-present) and Chief Legal Officer (Nov. 2011-present), Schwab
ETFs.
|
NAME,
YEAR OF BIRTH, AND POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND LENGTH OF TIME SERVED
3
)
|
PRINCIPAL
OCCUPATIONS DURING THE PAST FIVE YEARS
|
OFFICERS
|
Catherine
MacGregor
1964
Vice President and Assistant Secretary, Schwab Funds and Schwab ETFs
Chief Legal Officer, Vice President and Clerk, Laudus Funds
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital
Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2005; Schwab Strategic Trust since 2009)
|
Vice
President, Charles Schwab & Co., Inc., Charles Schwab Investment Management, Inc. (July 2005-present); Vice President (Dec. 2005-present), Chief Legal Officer and Clerk (Mar. 2007-present), Laudus Funds; Vice President (Nov. 2005-present) and
Assistant Secretary (June 2007-present), Schwab Funds; Vice President and Assistant Secretary, Schwab ETFs (Oct. 2009-present).
|
1
|
Each Trustee shall
hold office until the election and qualification of his or her successor, or until he or she dies, resigns or is removed. The retirement policy requires that each independent trustee retire by December 31 of the year in which Trustee turns 74 or the
Trustee’s twentieth year of service as an independent trustee on any trust in the Fund Complex, whichever occurs first.
|
2
|
Mr. Bettinger, Ms.
Chandoha and Mr. Martinetto are Interested Trustees because they own stock of The Charles Schwab Corporation, the parent company of the investment adviser.
|
3
|
The
President, Treasurer and Secretary/Clerk hold office until their respective successors are chosen and qualified or until he or she sooner dies, resigns, is removed or becomes disqualified. Each of the other officers serves at the pleasure of the
Boards.
|
Board
Leadership Structure
The Chairman of the Board, Walter
W. Bettinger II, is Chief Executive Officer and a member of the Board of Directors of The Charles Schwab Corporation and an interested person of the trust as that term is defined in the 1940 Act. The trust does not have a single lead independent
trustee. The Board is comprised of a super-majority (75 percent) of trustees who are not interested persons of the trust (i.e., independent trustees). There are three primary committees of the Board: the Audit, Compliance and Valuation Committee;
the Governance Committee; and the Investment Oversight Committee. Each of the Committees is chaired by an independent trustee, and each Committee is comprised solely of independent trustees. The Committee chairs preside at Committee meetings,
participate in formulating agendas for those meetings, and coordinate with management to serve as a liaison between the independent trustees and management on matters within the scope of the responsibilities of each Committee as set forth in its
Board-approved charter. The Board has determined that this leadership structure is appropriate given the specific characteristics and circumstances of the trust. The Board made this determination in consideration of, among other things, the fact
that the independent trustees of the trust constitute a super-majority of the Board, the fact that Committee chairs are independent trustees, the number of funds (and classes) overseen by the Board, and the total number of trustees on the
Board.
Board Oversight of Risk
Management
Like most investment companies,
fund management and its other service providers have responsibility for day-to-day risk management for the funds. The Board’s duties, as part of its risk oversight of the trust, consist of monitoring risks identified during regular and special
reports to the Committees of the Board, as well as regular and special reports to the full Board. In addition to monitoring such risks, the Committees and the Board oversee efforts of fund management and service providers to manage risks to which
the funds of the trust may be exposed. For example, the Investment Oversight Committee meets with portfolio managers and receives regular reports regarding investment risk and credit risk of a fund’s portfolio. The Audit, Compliance and
Valuation Committee meets with the funds’ Chief Compliance Officer and Chief Financial Officer and receives regular reports regarding compliance risks, operational risks and risks related to the valuation and liquidity of portfolio securities.
From its review of these reports and discussions with management, each Committee receives information about the material risks of the funds of the trust and about how management and service providers mitigate those risks, enabling the independent
Committee chairs and other independent members of the Committees to discuss these risks with the full Board.
The Board recognizes that not all risks that may
affect the funds can be identified nor can processes and controls be developed to eliminate or mitigate the occurrence or effects of certain risks; some risks are simply beyond the reasonable control of the funds, their management, and service
providers. Although the risk oversight functions of the Board, and the risk management policies of fund management and fund service providers, are designed to be effective, there is no guarantee that they will eliminate or mitigate all risks. In
addition, it may be necessary to bear certain risks (such as investment-related risks) to achieve each fund’s investment objective. As a result of the foregoing and other factors, the funds’ ability to manage risk is subject to
significant limitations.
Individual Trustee
Qualifications
The Board has concluded that each
of the trustees should initially and continue to serve on the Board because of (i) his or her ability to review and understand information about the trust provided to them by management, to identify and request other information they may deem
relevant to the performance of their duties, to question management regarding material factors bearing on the management of the trust, and to exercise their business judgment in a manner that serves the best interests of the trust’s
shareholders and (ii) the trustee’s experience, qualifications, attributes or skills as described below.
The Board has concluded that Mr. Bettinger should
serve as trustee of the trust because of the experience he gained as president and chief executive officer of The Charles Schwab Corporation, his knowledge of and experience in the financial services industry, and the experience he has gained
serving as trustee of the Schwab Funds since 2008, the Schwab ETFs since 2009, and the Laudus Funds since 2010.
The Board has concluded that Mr. Burns should serve
as trustee of the trust because of the experience he gained as managing director of Pacific Investment Management Company, LLC (PIMCO) and president of PIMCO Funds as well as the experience he has gained serving as trustee of the Schwab ETFs since
2009, and his experience serving as chair of the Schwab ETFs’ Audit, Compliance and Valuation Committee until December 2015.
The Board has concluded that Ms. Chandoha should
serve as trustee of the trust because of the experience she gained as president and chief executive officer of Charles Schwab Investment Management, Inc., the Schwab Funds, Schwab ETFs and Laudus Funds, as well as her knowledge of and experience of
financial and investment management services.
The Board has concluded that Mr. Cogan should serve
as trustee of the trust because of the experience he has gained serving as a senior fellow and professor of public policy at a university and his former service in government, the experience he has gained serving as trustee of the Schwab Funds since
2008 and Laudus Funds since 2010, and his service on other public company boards.
The Board has concluded that Mr. Kochis should
serve as trustee of the trust because of the experience he gained serving as chair and chief executive officer of Aspiriant, LLC, an advisory firm, as well as his knowledge of and experience in wealth management consulting and the experience he has
gained serving as trustee of the Schwab ETFs since 2012.
The Board has concluded that Mr. Mahoney should
serve as trustee of the trust because of the experience he gained serving as trustee of the Schwab Funds and Laudus Funds since 2011, as co-chief executive officer of a healthcare services company, and his service on other public company
boards.
The Board has concluded that Mr.
Martinetto should serve as trustee of the trust because of his experience serving as senior executive vice president and chief financial officer of The Charles Schwab Corporation and Charles Schwab & Co., Inc.
The Board has concluded that Mr. Patel should serve
as trustee of the trust because of the experience he gained serving as trustee of the Schwab Funds and Laudus Funds since 2011, as executive vice president, general manager and chief financial officer of a software company, his service on other
public company boards, and his experience serving as chair of the Schwab Funds and Laudus Funds’ Audit, Compliance and Valuation Committee.
The Board has concluded that Ms.
Patmore should serve as trustee of the trust because of her experience serving as chief financial officer and executive vice president of First Data Payment Business and First Data Corporation, as well as her knowledge of and experience in
management consulting.
The Board has
concluded that Mr. Ruffel should serve as trustee of the trust because of the experience he gained as the founder and former chief executive officer of a publisher and information services firm specializing in the retirement plan industry, his
experience in and knowledge of the financial services industry, and the experience he has gained serving as trustee of the Schwab ETFs since 2009, and his experience serving as chair of the Schwab ETFs’ Investment Oversight Committee until
December 2015.
The Board has concluded that
Mr. Smith should serve as trustee of the trust because of the experience he has gained as managing partner of his own investment advisory firm, the experience he has gained serving as trustee of the Schwab Funds since 2000, as trustee of the Laudus
Funds since 2010, his service on other public company boards, and his experience serving as chair of the Schwab Funds’ and Laudus Funds’ Investment Oversight Committee.
The Board has concluded that Mr. Wender should
serve as trustee of the trust because of the experience he gained serving as former partner and head of the financial institutions group of an investment bank, the experience he has gained serving as trustee of the Schwab Funds since 2008, as
trustee of the Laudus Funds since 2010, and his service on other public company boards.
Trustee Committees
The Board has established certain
committees and adopted Committee charters with respect to those committees, each as described below:
•The Audit, Compliance and
Valuation Committee reviews the integrity of the trust’s financial reporting processes and compliance policies, procedures and processes, and the trust’s overall system of internal controls. The Audit, Compliance and Valuation Committee
also reviews and evaluates the qualifications, independence and performance of the trust’s independent auditors, and the implementation and operation of the trust’s valuation policy and procedures. This Committee is comprised of at least
three independent trustees and currently has the following members: Kiran M. Patel (Chairman), Robert W. Burns, John F. Cogan and Kimberly S. Patmore. The Committee met 4 times during the most recent fiscal year.
•The Governance Committee
reviews and makes recommendations to the Board regarding trust governance-related matters, including, but not limited to, Board compensation practices, retirement policies and term limits, Board self-evaluations, the effectiveness and allocation of
assignments and functions by the Board, the composition of Committees of the Board, and the training of Trustees. The Governance Committee is responsible for selecting and nominating candidates to serve as Trustees. The Governance Committee does not
have a written policy with respect to consideration of candidates for Trustee submitted by shareholders. However, if the Governance Committee determined that it would be in the best interests of the trust to fill a vacancy on the Board, and a
shareholder submitted a candidate for consideration by the Board to fill the vacancy, the Governance Committee would evaluate that candidate in the same manner as it evaluates nominees identified by the Governance Committee. Nominee recommendations
may be submitted to the Secretary of the trust at the trust’s principal business address. This Committee is comprised of at least three independent trustees and currently has the following members: John F. Cogan (Chairman), Stephen Timothy
Kochis, David L. Mahoney and Joseph H. Wender. The Committee met 4 times during the most recent fiscal year.
•The Investment Oversight
Committee reviews the investment activities of the trust and the performance of the funds’ investment advisers. This Committee is comprised of at least three Trustees (at least two-thirds of whom shall be independent trustees) and currently
has the following members: Gerald B. Smith (Chairman), Stephen Timothy Kochis, David L. Mahoney, Charles A. Ruffel and Joseph H. Wender. The Committee met 5 times during the most recent fiscal year.
Trustee Compensation
The following table provides
trustee compensation for the fiscal year ended October 31, 2015.
Name
of Trustee
|
Aggregate
Compensation
from the Funds
|
Pension
or Retirement Benefits
Accrued as Part of Fund
Expenses
|
Total
Compensation from Fund Complex
|
Interested
Trustees
|
Walter
W. Bettinger II
|
$0
|
N/A
|
$0
|
Marie
A. Chandoha
1
|
$0
|
N/A
|
$0
|
Joseph
R. Martinetto
1
|
$0
|
N/A
|
$0
|
Independent
Trustees
|
Robert
W. Burns
1
|
$0
|
N/A
|
$134,000
|
Mariann
Byerwalter
2
|
$3,781
|
N/A
|
$77,000
|
John
F. Cogan
|
$14,264
|
N/A
|
$286,000
|
Stephen
Timothy Kochis
1
|
$0
|
N/A
|
$124,000
|
David
L. Mahoney
|
$14,264
|
N/A
|
$286,000
|
Kiran
M. Patel
|
$14,961
|
N/A
|
$300,000
|
Kimberly
S. Patmore
1
|
$0
|
N/A
|
$0
|
Charles
A. Ruffel
3
|
$12,927
|
N/A
|
$389,959
|
Gerald
B. Smith
|
$14,961
|
N/A
|
$300,000
|
Joseph
H. Wender
|
$14,264
|
N/A
|
$286,000
|
1
|
Trustee joined the
Board effective January 1, 2016.
|
2
|
Ms. Byerwalter
resigned effective March 9, 2015.
|
3
|
Mr.
Ruffel joined the Board effective February 6, 2015.
|
Securities Beneficially Owned by Each Trustee
The following table provides each trustee’s
equity ownership of the funds and ownership of all registered investment companies overseen by each trustee in the Family of Investment Companies as of December 31, 2015.
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Interested
Trustees
|
Walter
W. Bettinger II
|
Schwab
Large-Cap Growth Fund
None
Schwab Core Equity Fund
None
Schwab International Core Equity Fund
None
Schwab Dividend Equity Fund
None
Schwab Small-Cap Equity Fund
None
Schwab Hedged Equity Fund
None
Schwab Financial Services Fund
None
Schwab Health Care Fund
None
|
Over
$100,000
|
Marie
A. Chandoha
1
|
Schwab
Large-Cap Growth Fund
None
Schwab Core Equity Fund
None
Schwab International Core Equity Fund
$10,001-
50,000
Schwab Dividend Equity Fund
None
Schwab Small-Cap Equity
Fund
$50,001-100,000
Schwab Hedged Equity Fund
$10,001-
50,000
Schwab Financial Services Fund
None
Schwab Health Care Fund
None
|
Over
$100,000
|
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Interested
Trustees
|
Joseph
R. Martinetto
1
|
Schwab
Large-Cap Growth Fund
None
Schwab Core Equity Fund
None
Schwab International Core Equity Fund
None
Schwab Dividend Equity Fund
None
Schwab Small-Cap Equity Fund
None
Schwab Hedged Equity Fund
None
Schwab Financial Services Fund
None
Schwab Health Care Fund
None
|
Over
$100,000
|
Independent
Trustees
|
Robert
W. Burns
1
|
Schwab
Large-Cap Growth Fund
None
Schwab Core Equity Fund
None
Schwab International Core Equity Fund
None
Schwab Dividend Equity Fund
None
Schwab Small-Cap Equity Fund
None
Schwab Hedged Equity Fund
None
Schwab Financial Services Fund
None
Schwab Health Care Fund
None
|
Over
$100,000
|
John
F. Cogan
|
Schwab
Large-Cap Growth Fund
None
Schwab Core Equity Fund
None
Schwab International Core Equity Fund
None
Schwab Dividend Equity Fund
None
Schwab Small-Cap Equity Fund
None
Schwab Hedged Equity Fund
None
Schwab Financial Services Fund
None
Schwab Health Care Fund
None
|
Over
$100,000
|
Stephen
Timothy Kochis
1
|
Schwab
Large-Cap Growth Fund
None
Schwab Core Equity Fund
None
Schwab International Core Equity Fund
None
Schwab Dividend Equity Fund
None
Schwab Small-Cap Equity Fund
None
Schwab Hedged Equity Fund
None
Schwab Financial Services Fund
None
Schwab Health Care Fund
None
|
Over
$100,000
|
David
L. Mahoney
|
Schwab
Large-Cap Growth Fund
None
Schwab Core Equity Fund
None
Schwab International Core Equity Fund
None
Schwab Dividend Equity Fund
None
Schwab Small-Cap Equity Fund
None
Schwab Hedged Equity Fund
None
Schwab Financial Services Fund
None
Schwab Health Care Fund
None
|
Over
$100,000
|
Kiran
M. Patel
|
Schwab
Large-Cap Growth Fund
None
Schwab Core Equity Fund
None
Schwab International Core Equity Fund
None
Schwab Dividend Equity Fund
Over
$100,000
Schwab Small-Cap Equity Fund
None
Schwab Hedged Equity Fund
None
Schwab Financial Services Fund
Over
$100,000
Schwab Health Care Fund
Over $100,000
|
Over
$100,000
|
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Independent
Trustees
|
Kimberly
S. Patmore
1
|
Schwab
Large-Cap Growth Fund
None
Schwab Core Equity Fund
None
Schwab International Core Equity Fund
None
Schwab Dividend Equity Fund
None
Schwab Small-Cap Equity Fund
None
Schwab Hedged Equity Fund
None
Schwab Financial Services Fund
None
Schwab Health Care Fund
None
|
Over
$100,000
|
Charles
A. Ruffel
|
Schwab
Large-Cap Growth Fund
None
Schwab Core Equity Fund
None
Schwab International Core Equity Fund
None
Schwab Dividend Equity Fund
None
Schwab Small-Cap Equity Fund
None
Schwab Hedged Equity Fund
None
Schwab Financial Services Fund
None
Schwab Health Care Fund
None
|
Over
$100,000
|
Gerald
B. Smith
|
Schwab
Large-Cap Growth Fund
None
Schwab Core Equity Fund
None
Schwab International Core Equity Fund
None
Schwab Dividend Equity Fund
None
Schwab Small-Cap Equity Fund
None
Schwab Hedged Equity Fund
None
Schwab Financial Services Fund
None
Schwab Health Care Fund
None
|
Over
$100,000
|
Joseph
H. Wender
|
Schwab
Large-Cap Growth Fund
None
Schwab Core Equity Fund
None
Schwab International Core Equity Fund
None
Schwab Dividend Equity Fund
None
Schwab Small-Cap Equity Fund
None
Schwab Hedged Equity Fund
None
Schwab Financial Services Fund
None
Schwab Health Care Fund
None
|
Over
$100,000
|
1
|
Trustee joined the
Board effective January 1, 2016.
|
As of December 31, 2015, none of the Independent
Trustees or their immediate family members owned beneficially or of record any securities of CSIM or Schwab, or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with
CSIM or Schwab, except as follows: Kimberly S. Patmore may have been deemed to be a beneficial owner of securities issued by The Charles Schwab Corporation (CSC) as a result of beneficial ownership of common stock of CSC by an immediate family
member and an estate planning entity. As of December 31, 2015, the holdings of CSC common stock had a market value of $6,274.56 and represented substantially less than one percent of the common stock of CSC. The securities were disposed of after
December 31, 2015 and prior to the date of this SAI. CSC is the parent company of CSIM and Schwab.
Deferred Compensation Plan
Independent trustees may enter
into a fee deferral plan. Under this plan, deferred fees will be credited to an account established by the trust as of the date that such fees would have been paid to the trustee. The value of this account will equal the value that the account would
have if the fees credited to the account had been invested in the shares of Schwab Funds selected by the trustee. Currently, none of the Independent Trustees has elected to participate in this plan.
Code of Ethics
The funds, the investment adviser and Schwab have
adopted a Code of Ethics as required under the 1940 Act. Subject to certain conditions or restrictions, the Code of Ethics permits the trustees, directors, officers or advisory representatives of the funds or the investment adviser or the directors
or officers of Schwab to buy or sell directly or indirectly securities for their own accounts. This includes securities that may be purchased or held by the funds. Securities transactions by some of these individuals may be subject to prior approval
of the investment adviser’s Chief Compliance Officer or alternate. Most securities transactions are subject to quarterly reporting and review requirements.
Control Persons And Principal Holders Of
Securities
As of January 29, 2016, the
officers and trustees of the trust, as a group owned, of record, or beneficially, less than 1% of the outstanding voting securities of each of the funds.
Persons who owned of record or beneficially more
than 25% of a fund’s outstanding shares may be deemed to control the fund within the meaning of the 1940 Act. Shareholders controlling the fund could have the ability to vote a majority of the shares of the fund on any matter requiring the
approval of shareholders of the fund.
As of February 1, 2016, Appendix
–
Principal Holders of Securities, lists persons or entities that owned, of record or beneficially, more than 5% of the outstanding voting securities of the listed
funds.
Investment Advisory and
Other Services
Investment Adviser
CSIM, a wholly owned subsidiary of
The Charles Schwab Corporation, 211 Main Street, San Francisco, CA 94105, serves as the funds’ investment adviser and administrator pursuant to an Investment Advisory and Administration Agreement (Advisory Agreement) between it and the trust.
Schwab is an affiliate of the investment adviser and is the trust’s distributor. Charles R. Schwab is the founder, Chairman and Director of The Charles Schwab Corporation. As a result of his ownership of and interests in The Charles Schwab
Corporation, Mr. Schwab may be deemed to be a controlling person of the investment adviser and Schwab.
Advisory Agreement
The continuation of a fund’s
Advisory Agreement must be specifically approved at least annually (1) by the vote of the trustees or by a vote of the shareholders of the fund, and (2) by the vote of a majority of the trustees who are not parties to the investment advisory
agreement or “interested persons” of any party (Independent Trustees), cast in person at a meeting called for the purpose of voting on such approval.
Each year, the Board calls and holds a meeting to
decide whether to renew the Advisory Agreement between the trust and CSIM with respect to existing funds in the trust. In preparation for the meeting, the Board requests and reviews a wide variety of materials provided by the funds’ investment
adviser, as well as extensive data provided by third parties, and the Independent Trustees receive advice from counsel to the Independent Trustees.
As described below, the investment adviser is
entitled to receive from each fund an annual fee, payable monthly, for its advisory and administrative services to each fund.
The table below sets forth the
advisory fees paid by the funds to the investment adviser for the past three fiscal years or, if shorter, the period of the fund’s operations. The figures in the “net fees paid” row represent the actual amounts paid to the
investment adviser, which include the effect of any reductions due to the application of a fund’s expense limitation (expense cap). The figures in the “gross fees reduced by” row represent the amount, if any, the advisory fees
payable to the investment adviser were reduced due to the application of a fund’s expense cap.
The expense cap is not intended to cover all fund
expenses, and a fund’s expenses may exceed the expense cap. For example, the expense cap does not cover investment-related expenses, such as brokerage commissions, interest, taxes
and the fees and expenses of pooled investment vehicles, such as
ETFs, REITs, and other investment companies, that are held by the funds, nor does it cover extraordinary or non-routine expenses, such as shareholder meeting costs.
Fund and Advisory Fee
Schedule
|
|
2015
|
2014
|
2013
|
Expense Cap
|
Schwab
Large-Cap Growth Fund
0.72% of the fund’s average daily net assets
|
Net
fees paid:
|
$1,769,231
|
$1,722,499
|
$1,555,906
|
0.99%
|
Gross
fees
reduced by:
|
$76,851
|
$106,444
|
$120,096
|
|
Schwab
Core Equity Fund
0.47% of the fund’s average daily net assets
|
Net
fees paid:
|
$11,070,162
|
$10,745,276
|
$9,673,748
|
0.75%
|
Gross
fees
reduced by:
|
$0
|
$0
|
$9,888
|
|
Schwab
International Core Equity Fund
0.58% of the fund’s average daily net assets
|
Net
fees paid
|
$2,940,327
|
$1,027,145
|
$384,438
|
0.86%
|
Gross
fees
reduced by:
|
$311,058
|
$225,971
|
$234,761
|
|
Schwab
Dividend Equity Fund
0.62% of the fund’s average daily net assets
|
Net
fees paid:
|
$12,324,201
|
$12,012,395
|
$9,778,916
|
0.89%
|
Gross
fees
reduced by:
|
$0
|
$0
|
$6,732
|
|
Schwab
Small-Cap Equity Fund
0.81% of the fund’s average daily net assets
|
Net
fees paid:
|
$5,456,212
|
$5,090,478
|
$3,871,876
|
1.12%
|
Gross
fees
reduced by:
|
$0
|
$0
|
$6,944
|
|
Schwab
Hedged Equity Fund
1.05% of the fund’s average daily net assets
|
Net
fees paid:
|
$2,146,433
|
$1,968,604
|
$1,986,942
|
1.33%
|
Gross
fees reduced by:
|
$9,887
|
$30,187
|
$57,159
|
|
Schwab
Financial Services Fund
0.54% of the fund’s average daily net assets not in excess of $500 million; 0.515% of such net assets over $500 million but not in excess of $1 billion; and 0.49% of
such net assets over $1 billion
|
Net
fees paid:
|
$421,874
|
$391,564
|
$288,434
|
0.94%
|
Gross
fees
reduced by:
|
$0
|
$0
|
$21,050
|
|
Schwab
Health Care Fund
0.54% of the fund’s average daily net assets not in excess of $500 million; 0.515% of such net assets over $500 million but not in excess of $1 billion; and 0.49% of such net
assets over $1 billion
|
Net
fees paid:
|
$6,024,124
|
$4,877,930
|
$3,504,677
|
0.82%
|
Gross
fees
reduced by:
|
$0
|
$0
|
$6,320
|
|
Distributor
Pursuant to a Second Amended and
Restated Distribution Agreement between Schwab and the trust, Schwab, located at 211 Main Street, San Francisco, California 94105, is the principal underwriter for shares of the funds and is the trust’s agent for the purpose of the continuous
offering of the funds’ shares. The funds pay for prospectuses and shareholder reports to be prepared and delivered to existing shareholders. Schwab pays such costs when the described materials are used in connection with the offering of shares
to prospective investors and for supplemental sales literature and advertising. Schwab receives no fee under the Distribution Agreement.
Shareholder Servicing Plan
The trust’s Board has
adopted a Shareholder Servicing Plan (the Plan) on behalf of the funds. The Plan enables these funds to bear expenses relating to the provision by financial intermediaries, including Schwab (together, service providers), of certain shareholder
services to the current shareholders of the funds. Pursuant to the Plan, each fund is subject to an annual shareholder servicing fee, up to the amount set forth below:
Fund
|
Shareholder
Servicing Fee
|
Schwab
Large-Cap Growth Fund
|
0.25%
|
Schwab
Core Equity Fund
|
0.25%
|
Schwab
International Core Equity Fund
|
0.25%
|
Schwab
Dividend Equity Fund
|
0.25%
|
Schwab
Small-Cap Equity Fund
|
0.25%
|
Schwab
Hedged Equity Fund
|
0.25%
|
Schwab
Financial Services Fund
|
0.25%
|
Schwab
Health Care Fund
|
0.25%
|
Pursuant to the Plan, the funds
may pay service providers (including Schwab) that, pursuant to written agreements with Schwab or the trust, provide certain account maintenance, customer liaison and shareholder services to fund shareholders. The service providers may provide fund
shareholders with the following shareholder services, among other shareholder services: (i) maintaining records for shareholders that hold shares of a fund; (ii) communicating with shareholders, including the mailing of regular statements and
confirmation statements, distributing fund-related materials, mailing prospectuses and reports to shareholders, and responding to shareholder inquiries; (iii) communicating and processing shareholder purchase, redemption and exchange orders; (iv)
communicating mergers, splits or other reorganization activities to fund shareholders; and (v) preparing and filing tax information, returns and reports.
The shareholder servicing fee paid to a particular
service provider is calculated at the annual rate set forth in the chart above and is based on the average daily net asset value of the fund shares owned by shareholders holding shares through such service provider. Payments under the Plan are made
as described above without regard to whether the fee is more or less than the service provider’s actual cost of providing the services, and if more, such excess may be retained as profit by the service provider.
The Plan shall continue in effect for a fund for so
long as its continuance is specifically approved at least annually by a vote of the majority of both (i) the Board of the trust and (ii) the Trustees of the trust who are not interested persons of the trust and who have no direct or indirect
financial interest in the operation of the Plan or any agreements related to it (the Qualified Trustees). The Plan requires that Schwab or any person authorized to direct the disposition of monies paid or payable by the funds pursuant to the Plan
furnish quarterly written reports of amounts spent under the Plan and the purposes of such expenditures to the Board of the trust for review. All material amendments to the Plan must be approved by votes of the majority of both (i) the Board and
(ii) the Qualified Trustees.
Transfer Agent
Boston Financial Data Services,
Inc. (BFDS), 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953, serves as the funds' transfer agent. As part of these services, the firm maintains records pertaining to the sale, redemption and transfer of the funds’ shares.
Custodians and Fund Accountant
Brown Brothers Harriman & Co.
(BBH), 50 Post Office Square, Boston, Massachusetts, 02110 serves as custodian for the following funds:
Schwab
Large-Cap Growth Fund
Schwab Dividend Equity Fund
Schwab Small-Cap Equity Fund
Schwab Financial Services Fund
Schwab Health Care Fund
|
State Street Bank and Trust
Company (State Street), One Lincoln Street, Boston, Massachusetts, 02111, serves as custodian for the following funds:
Schwab
Core Equity Fund
Schwab International Core Equity Fund
Schwab Hedged Equity Fund
|
State Street also serves as fund accountant for
each of the funds.
The custodians are
responsible for the daily safekeeping of securities and cash held or sold by the funds. The fund accountant maintains all books and records related to the funds’ transactions.
Independent Registered Public Accounting Firm
The funds' independent registered
public accounting firm, PricewaterhouseCoopers LLP (PwC), Three Embarcadero Center, San Francisco, California 94111-4004, audits and reports on the annual financial statements of the funds and reviews certain regulatory reports and each fund’s
federal income tax return. PwC also performs other professional, accounting, auditing, tax and advisory services, when engaged to do so by the trust.
Other Services
With respect to the Schwab Active Equity Funds,
Schwab provides the investment adviser with quantitative analyses of the relative attractiveness of stocks in which these funds might invest. Pursuant to an agreement between the investment adviser and Schwab, the investment adviser pays Schwab a
fixed annual fee for these services.
PORTFOLIO MANAGERS
Other Accounts.
In addition to the funds, each portfolio manager (collectively referred to as the Portfolio Managers) is responsible for the day-to-day management of
certain other accounts, as listed below. The accounts listed below are not subject to a performance-based advisory fee. The information below is provided as of October 31, 2015.
Name
|
Registered
Investment
Companies
(this amount does not include the
funds in this SAI)
|
Other
Pooled
Investment Vehicles
|
Other
Accounts
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Iain
Clayton
|
0
|
$0
|
0
|
$0
|
1,063
|
$305,820,522
|
Wei
Li
|
1
|
$254,266,187
|
0
|
$0
|
0
|
$0
|
Jonas
Svallin
|
1
|
$254,266,187
|
0
|
$0
|
1,063
|
$305,820,522
|
Conflicts of Interest.
A Portfolio Manager’s management of other accounts may give rise to potential conflicts of interest in connection with his or her management of a fund’s investments, on the one hand, and the
investments of the
other accounts, on the other. The
other accounts include separate accounts and other mutual funds advised by CSIM (collectively, the Other Managed Accounts). The Other Managed Accounts might have similar investment objectives as a fund, track the same index a fund tracks or
otherwise hold, purchase, or sell securities that are eligible to be held, purchased, or sold by a fund. While the Portfolio Managers’ management of Other Managed Accounts may give rise to the potential conflicts of interest listed below, CSIM
does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, CSIM believes it has adopted policies and procedures that are designed to manage those conflicts in an appropriate way.
Knowledge of the Timing and Size of Fund Trades.
A potential conflict of interest may arise as a result of the Portfolio Managers’ day-to-day management of the funds. Because of their positions with the funds, the Portfolio Managers know the size, timing, and
possible market impact of fund trades. It is theoretically possible that the Portfolio Managers could use this information to the advantage of the Other Managed Accounts they manage and to the possible detriment of a fund. However, CSIM has adopted
policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time. Moreover, with respect to index funds, which seek to track their respective benchmark indexes, much of this information is
publicly available. When it is determined to be in the best interest of both accounts, the Portfolio Managers may aggregate trade orders for the Other Managed Accounts, excluding separate accounts, with those of a fund. All aggregated orders are
subject to CSIM’s aggregation and allocation policy and procedures, which provide, among other things, that (i) a Portfolio Manager will not aggregate orders unless he or she believes such aggregation is consistent with his or her duty to seek
best execution; (ii) no account will be favored over any other account; (iii) each account that participates in an aggregated order will participate at the average security price with all transaction costs shared on a pro-rata basis; and (iv) if the
aggregated order cannot be executed in full, the partial execution is allocated pro-rata among the participating accounts in accordance with the size of each account’s order.
Investment Opportunities.
A potential conflict of interest may arise as a result of the Portfolio Managers’ management of a fund and Other Managed Accounts which, in theory, may allow them to allocate investment opportunities in a way that
favors the Other Managed Accounts over a fund, which conflict of interest may be exacerbated to the extent that CSIM or the Portfolio Managers receive, or expect to receive, greater compensation from their management of the Other Managed Accounts
than the fund. Notwithstanding this theoretical conflict of interest, it is CSIM’s policy to manage each account based on its investment objectives and related restrictions and, as discussed above, CSIM has adopted policies and procedures
reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account’s investment objectives and related restrictions. For example, while the Portfolio Managers may buy
for an Other Managed Account securities that differ in identity or quantity from securities bought for a fund or refrain from purchasing securities for an Other Managed Account that they are otherwise buying for a fund in an effort to outperform its
specific benchmark, such an approach might not be suitable for a fund given its investment objectives and related restrictions.
Compensation.
During the most recent fiscal year, each Portfolio Manager’s compensation consisted of a fixed annual (base) salary and a discretionary bonus. The base salary is determined considering compensation payable for a
similar position across the investment management industry and an evaluation of the individual Portfolio Manager’s overall performance such as the Portfolio Manager’s contribution to the investment process, good corporate citizenship,
risk management and mitigation, and functioning as an active contributor to the firm’s success. The discretionary bonus is determined in accordance with the CSIM Equity and Fixed Income Portfolio Manager Incentive Plan (the Plan) as
follows:
There are two
independent funding components for the Plan:
•75% of the funding is
based on equal weighting of Investment Fund Performance and Risk Management and Mitigation
•25% of the funding is
based on Corporate results
Investment Fund
Performance and Risk Management and Mitigation (75% weight)
Investment
Fund Performance:
At the close of the year, each
fund’s performance will be determined by its 1-year, 1- and 2-year, or 1- and 3-year percentile standing (based on pre-tax return before expenses) within its designated benchmark, peer group, or category, depending on the strategy of the fund
(i.e., whether the fund is passively or actively managed) using standard statistical methods approved by CSIM senior management. Investment Fund Performance measurements may be changed or modified at the discretion of the CSIM President and CSIM
Chief Operating Officer. As each participant may manage and/or support a number of funds, there may be several funds considered in arriving at the incentive compensation funding.
Risk
Management and Mitigation:
Risk
Management and Mitigation will be rated by CSIM’s Chief Investment Officer, CSIM’s Head of Investment Risk, CSIM’s Chief Legal Officer, CSIM’s Chief Compliance Officer and CSIM’s Head of Operations Risk (or individuals
with comparable responsibilities). Factors they will consider will include, but are not limited to:
•Balancing safety of fund
principal with appropriate limits that provide investment flexibility given existing market conditions
•Making timely sell
recommendations to avoid significant deterioration of value resulting from the weakening condition of the issuer
•Escalating operating
events and errors for prompt resolution
•Identifying largest risks
and actively discussing with management
•Accurately validating
fund information disseminated to the public (e.g., Annual and Semi-Annual reports, fund fact sheets, fund prospectus)
•Executing transactions
timely and without material trade errors that result in losses to the funds
•Ensuring ongoing
compliance with prospectus and investment policy guidelines
•Minimizing fund
compliance exceptions
•Actively following up and
resolving compliance exceptions
Corporate
Performance (25% weight)
The Corporate Bonus Plan is an
annual bonus plan that provides discretionary awards based on the financial performance of CSC during the annual performance period. Quarterly advances may be paid for the first three quarters. Allocations are discretionary and aligned with CSC and
individual performance. Funding for the Plan is determined at the conclusion of the calendar year. Funding will be capped at 200% of target.
At year-end, the full-year funding for both
components of the Plan will be pooled together. The total pool is allocated to Plan participants by CSIM senior management based on their assessment of a variety of performance factors.
Factors considered in CSIM senior
management’s allocation process will include objective and subjective factors that will take into consideration total performance and will include, but are not limited to:
•Fund performance relative
to performance measure
•Risk management and
mitigation
•Individual performance
against key objectives
•Contribution to overall
group results
•Functioning as an active
contributor to the firm’s success
•Team work
•Collaboration between
Analysts and Portfolio Managers
•Regulatory/Compliance
management.
The Portfolio Managers’
compensation is not based on the value of the assets held in a fund’s portfolio.
Ownership of Fund Shares.
The following table shows the dollar amount range of the Portfolio Managers’ “beneficial ownership” of shares of the funds they
manage as of October 31, 2015. Dollar amount ranges disclosed are established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (1934
Act).
Portfolio
Manager
|
Fund
|
Dollar
Range
|
Iain
Clayton
|
Schwab
Core Equity Fund
|
$1-$10,000
|
Schwab
International Core Equity Fund
|
$10,001-$50,000
|
Schwab
Health Care Fund
|
$10,001-$50,000
|
Wei
Li
|
Schwab
Large-Cap Growth Fund
|
None
|
Schwab
Core Equity Fund
|
$1-$10,000
|
Schwab
International Core Equity Fund
|
None
|
Schwab
Dividend Equity Fund
|
$1-$10,000
|
Schwab
Small-Cap Equity Fund
|
$10,001-$50,000
|
Schwab
Hedged Equity Fund
|
None
|
Schwab
Financial Services Fund
|
None
|
Schwab
Health Care Fund
|
None
|
Jonas
Svallin
|
Schwab
Large-Cap Growth Fund
|
None
|
Schwab
Core Equity Fund
|
$1-$10,000
|
Schwab
International Core Equity Fund
|
$10,001-$50,000
|
Schwab
Dividend Equity Fund
|
$1-$10,000
|
Schwab
Small-Cap Equity Fund
|
$10,001-$50,000
|
Schwab
Hedged Equity Fund
|
$1-$10,000
|
Schwab
Financial Services Fund
|
None
|
Schwab
Health Care Fund
|
None
|
Brokerage
Allocation And Other Practices
Portfolio
Turnover
For reporting purposes, a
fund’s portfolio turnover rate is calculated by dividing the value of purchases or sales of portfolio securities for the fiscal year, whichever is less, by the monthly average value of portfolio securities the fund owned during the fiscal
year. When making the calculation, all securities whose maturities at the time of acquisition were one year or less (short-term securities) are excluded. Short positions that the Schwab Hedged Equity Fund intends to maintain for more than one year
are included in the purchases and sales.
A 100% portfolio turnover rate would occur, for
example, if all portfolio securities (aside from short-term securities) were sold and either repurchased or replaced once during the fiscal year.
Typically, funds with high turnover (such as 100%
or more) tend to generate higher capital gains and transaction costs, such as brokerage commissions.
Variations in turnover rate may be due to a
fluctuating volume of shareholder purchase and redemption orders, market conditions, and/or changes in the investment adviser’s investment outlook.
The portfolio turnover rate for each of the funds
for the past two fiscal years is as follows.
Fund
|
2015
|
2014
|
Schwab
Large-Cap Growth Fund
|
90%
|
82%
|
Schwab
Core Equity Fund
|
81%
|
63%
|
Schwab
International Core Equity Fund
|
87%
|
90%
|
Schwab
Dividend Equity Fund
|
73%
|
72%
|
Schwab
Small-Cap Equity Fund
|
95%
|
103%
|
Schwab
Hedged Equity Fund
|
146%
|
142%
|
Schwab
Financial Services Fund
|
53%
|
75%
|
Schwab
Health Care Fund
|
75%
|
57%
|
Portfolio
Holdings Disclosure
The trust’s Board has approved policies and
procedures that govern the timing and circumstances regarding the disclosure of fund portfolio holdings information to shareholders and third parties. These policies and procedures are designed to ensure that disclosure of information regarding the
funds’ portfolio securities is in the best interests of fund shareholders, and include procedures to address conflicts between the interests of the funds’ shareholders, on the one hand, and those of the funds’ investment adviser,
principal underwriter or any affiliated person of a fund, its investment adviser or its principal underwriter, on the other. Pursuant to such procedures, the Board has authorized the President of the trust to authorize the release of the
funds’ portfolio holdings prior to regular public disclosure (as outlined in the prospectus) or regular public filings, as necessary, in conformity with the foregoing principles.
The Board exercises on-going oversight of the
disclosure of fund portfolio holdings by overseeing the implementation and enforcement of the funds’ policies and procedures by the Chief Compliance Officer and by considering reports and recommendations by the Chief Compliance Officer
concerning any material compliance matters. The Board will receive periodic updates, at least annually, regarding entities which were authorized to be provided “early disclosure” of the funds’ portfolio holdings information and
will periodically review any agreements that the trust has entered into to selectively disclose portfolio holdings.
A complete list of a fund’s portfolio
holdings is published on the fund’s website at www.csimfunds.com/schwabfunds_prospectus, under “Portfolio Holdings”, as discussed in the fund’s prospectus, generally 15-20 days from the calendar quarter end for bond and
equity funds. In addition, a list of the funds’ portfolio holdings as included in their semi-annual report filings is published on the website at www.csimfunds.com/schwabfunds_prospectus, under “Prospectuses & Reports”,
typically 60-80 days after the end of a fund’s fiscal quarter. On the website, the funds also provide on a monthly or quarterly basis information regarding certain attributes of a fund’s portfolio, such as a fund’s top ten
holdings, sector weightings, composition, credit quality and duration and maturity, as applicable. This information is generally updated within 5-25 days after the end of the period. This information on the website is publicly available to all
categories of persons.
Each fund may disclose
portfolio holdings information to certain persons and entities prior to and more frequently than the public disclosure of such information (early disclosure). The President of the trust may authorize early disclosure of portfolio holdings
information to such parties at differing times and/or with different lag times provided that (a) the President of the trust determines that the disclosure is in the best interests of the funds and that there are no conflicts of interest between the
funds’ shareholders and funds’ adviser and distributor; and (b) the recipient is, either by contractual agreement or otherwise by law, required to maintain the confidentiality of the information.
Portfolio holdings may be made available on a
selective basis to ratings agencies, certain industry organizations, consultants and other qualified financial professionals when the President of the trust determines such disclosure meets the requirements noted above and serves a legitimate
business purpose. Agreements entered into with such entities will describe the permitted use of portfolio holdings and provide that, among other customary confidentiality provisions: (i) the portfolio holdings will be kept confidential; (ii) the
person will not trade on the basis of any material non-public information; and (iii) the information will be used only for the purpose described in the agreement.
The funds’ service providers
including, without limitation, the investment adviser, the distributor, the custodian, fund accountant, transfer agent, counsel, auditor, proxy voting service provider, pricing information vendors, trade execution measurement vendors, securities
lending agents, publisher, printer and mailing agent may receive disclosure of portfolio holdings information as frequently as daily in connection with the services they perform for the funds. The names of those service providers to whom the funds
selectively disclose portfolio holdings information will be disclosed in this SAI. CSIM, Glass, Lewis & Co., LLC, State Street and/or BBH, as service providers to the funds, are currently receiving this information on a daily basis. RR
Donnelley, as a service provider to the funds, is currently receiving this information on a quarterly basis. PwC, BFDS and Schwab, as service providers to the funds, receive this information on an as-needed basis. Service providers are subject to a
duty of confidentiality with respect to any portfolio holdings information they receive whether imposed by the confidentiality provisions of the service providers’ agreements with the trust or by the nature of its relationship with the trust.
Although certain of the service providers are not under formal confidentiality obligations in connection with disclosure of portfolio holdings, a fund will not continue to conduct business with a service provider who the fund believes is misusing
the disclosed information.
To the
extent that a fund invests in an ETF, the trust will, in accordance with exemptive orders issued by the SEC to ETF sponsors and the procedures adopted by the Board, promptly notify the ETF in writing of any purchase or acquisition of shares of the
ETF that causes the fund to hold (i) 5% or more of such ETF’s total outstanding voting securities, and (ii) 10% or more of such ETF’s total outstanding voting securities. In addition, CSIM will, upon causing a fund to acquire more than
3% of an open-end ETF’s outstanding shares, notify the open-end ETF of the investment.
The funds’ policies and
procedures prohibit the funds, the funds’ investment adviser or any related party from receiving any compensation or other consideration in connection with the disclosure of portfolio holdings information.
The funds may disclose non-material information
including commentary and aggregate information about the characteristics of a fund in connection with or relating to a fund or its portfolio securities to any person if such disclosure is for a legitimate business purpose, such disclosure does not
effectively result in the disclosure of the complete portfolio securities of any fund (which can only be disclosed in accordance with the above requirements), and such information does not constitute material non-public information. Such disclosure
does not fall within the portfolio securities disclosure requirements outlined above.
Whether the information constitutes material
non-public information will be made on a good faith determination, which involves an assessment of the particular facts and circumstances. In most cases, commentary or analysis would be immaterial and would not convey any advantage to a recipient in
making a decision concerning a fund. Commentary and analysis include, but are not limited to, the allocation of a fund’s portfolio securities and other investments among various asset classes, sectors, industries and countries, the
characteristics of the stock components and other investments of a fund, the attribution of fund returns by asset class, sector, industry and country, and the volatility characteristics of a fund.
Portfolio Transactions
The investment adviser makes decisions with respect
to the purchase and sale of portfolio securities on behalf of the funds. The investment adviser is responsible for implementing these decisions, including the negotiation of commissions and the allocation of principal business and portfolio
brokerage. Purchases and sales of securities on a stock exchange or certain riskless principal transactions placed on NASDAQ are typically effected through brokers who charge a commission for their services. Purchases and sales of fixed income
securities may be transacted with the issuer, the issuer’s underwriter, or a dealer. The funds do not usually pay brokerage commissions on purchases and sales of fixed income securities, although the price of the securities generally includes
compensation, in the form of a spread or a mark-up or mark-down, which is not disclosed separately. The prices the funds pay to underwriters of newly-issued securities usually include a commission paid by the issuer to the underwriter. Transactions
placed through dealers who are serving as primary market makers reflect the spread between the bid and asked prices. The money market securities in which the funds may invest are traded primarily in the over-the-counter market on a net basis and do
not normally involve either brokerage commissions or transfer taxes. It is expected that the cost of executing portfolio securities transactions of the funds will primarily consist of dealer spreads and brokerage commissions.
The investment adviser seeks to
obtain the best execution for the funds’ portfolio transactions. The investment adviser may take a number of factors into account in selecting brokers or dealers to execute these transactions. Such factors may include, without limitation, the
following: execution price; brokerage commission or dealer spread; size or type of the transaction; nature or character of the markets; clearance or settlement capability; reputation; financial strength and stability of the broker or dealer;
efficiency of execution and error resolution; block trading capabilities; willingness to execute related or unrelated difficult transactions in the future; order of call; ability to facilitate short selling; provision of additional brokerage or
research services or products; whether a broker guarantees that a fund will receive, on aggregate, prices at least as favorable as the closing prices on a given day when adherence to “market-on-close” pricing aligns with fund objectives;
or whether a broker guarantees that a fund will receive the volume-weighted average price (VWAP) for a security for a given trading day (or portion thereof) when the investment adviser believes that VWAP execution is in a fund’s best interest.
In addition, the investment adviser may have incentive sharing arrangements with certain unaffiliated brokers who guarantee market-on-close pricing: on a day when such a broker executes transactions at prices better, on aggregate, than
market-on-close prices, that broker may receive, in addition to his or her standard commission, a portion of the net difference between the actual execution prices and corresponding market-on-close prices for that day.
The investment adviser may cause a fund to pay a
higher commission than otherwise obtainable from other brokers or dealers in return for brokerage or research services or products if the investment adviser believes that such commission is reasonable in relation to the services provided. In
addition to agency transactions, the investment adviser may receive brokerage and research services or products in connection with certain riskless principal transactions, in accordance with applicable SEC and other regulatory guidelines. In both
instances, these services or products may include: company financial data and economic data (e.g., unemployment, inflation rates and GDP figures), stock quotes, last sale prices and trading volumes, research reports analyzing the performance of a
particular company or stock, narrowly distributed trade magazines or technical journals covering specific industries, products, or issuers, seminars or conferences registration fees which provide substantive content relating to eligible research,
quantitative analytical software and software that provides analyses of securities portfolios, trading strategies and pre/post trade analytics, discussions with research analysts or meetings with corporate executives which provide a means of
obtaining oral advice on securities, markets or particular issuers, short-term custody related to effecting particular transactions and clearance and settlement of those trades, lines between the broker-dealer and order management systems operated
by a third party vendor, dedicated lines between the broker-dealer and the investment adviser’s order management system, dedicated lines providing direct dial-up service between the investment adviser and the trading desk at the broker-dealer,
message services used to transmit orders to broker-dealers for execution, electronic communication of allocation instructions between institutions and broker-dealers, comparison services required by the SEC or another regulator (e.g., use of
electronic confirmation and affirmation of institutional trades), exchange of messages among broker-dealers, custodians, and institutions related to a trade, post-trade matching of trade information, routing settlement instructions to custodian
banks and broker-dealers’ clearing agents, software that provides algorithmic trading strategies, and trading software operated by a broker-dealer to route orders to market centers or direct market access systems. The investment adviser may
use research services furnished by brokers or dealers in servicing all client accounts, and not all services may necessarily be used in connection with the account that paid commissions or spreads to the broker or dealer providing such
services.
The investment adviser may receive
a service from a broker or dealer that has both a “research” and a “non-research” use. When this occurs, the investment adviser will make a good faith allocation, under all the circumstances, between the research and
non-research uses of the service. The percentage of the service that is used for research purposes may be paid for with client commissions or spreads, while the investment adviser will use its own funds to pay for the percentage of the service that
is used for non-research purposes. In making this good faith allocation, the investment adviser faces a potential conflict of interest, but the investment adviser believes that the costs of such services may be appropriately allocated to their
anticipated research and non-research uses.
The investment adviser may purchase for the funds
new issues of securities in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the investment adviser with research services, in accordance with
applicable rules and regulations permitting these types of arrangements. Generally, the seller will provide research “credits” in these situations at a rate that is higher than that
which is available for typical secondary market transactions. These
arrangements may not fall within the safe harbor of Section 28(e) of the 1934 Act.
The investment adviser may place orders directly
with electronic communications networks or other alternative trading systems. Placing orders with electronic communications networks or other alternative trading systems may enable funds to trade directly with other institutional holders. At times,
this may allow funds to trade larger blocks than would be possible trading through a single market maker.
The investment adviser may aggregate securities
sales or purchases among two or more funds. The investment adviser will not aggregate transactions unless it believes such aggregation is consistent with its duty to seek best execution for each affected fund and is consistent with the terms of the
investment advisory agreement for such fund. In any single transaction in which purchases and/or sales of securities of any issuer for the account of a fund are aggregated with other accounts managed by the investment adviser, the actual prices
applicable to the transaction will be averaged among the accounts for which the transaction is effected, including the account of the fund.
In determining when and to what
extent to use Schwab or any other affiliated broker-dealer as its broker for executing orders for the funds on securities exchanges, the investment adviser follows procedures, adopted by the funds’ Board, that are designed to ensure that
affiliated brokerage commissions (if relevant) are reasonable and fair in comparison to unaffiliated brokerage commissions for comparable transactions. The Board reviews the procedures annually and approves and reviews transactions involving
affiliated brokers quarterly.
PROXY
VOTING
The Board has delegated the
responsibility for voting proxies to CSIM. The trustees have adopted CSIM’s Proxy Voting Policy and Procedures with respect to proxies voted on behalf of the various Schwab Funds portfolios. A description of CSIM’s Proxy Voting Policy
and Procedures is included in Appendix
–
Proxy Voting Policy and Procedures.
The trust is required to disclose annually a
fund’s complete proxy voting record on Form N-PX. A fund’s proxy voting record for the most recent 12 month period ended June 30th is available by visiting the Schwab website at www.csimfunds.com/schwabfunds_prospectus. A fund’s
Form N-PX will also be available on the SEC’s website at www.sec.gov.
Brokerage Commissions
For each of the last three fiscal years, the funds
paid the following brokerage commissions. Variances in brokerage commissions paid by a fund from year to year are due to increases and decreases in portfolio turnover in response to asset flows.
Funds
|
2015
|
2014
|
2013
|
Schwab
Large-Cap Growth Fund
|
$118,263
|
$154,701
|
$139,300
|
Schwab
Core Equity Fund
|
$1,089,178
|
$961,271
|
$1,499,296
|
Schwab
International Core Equity Fund
|
$494,469
|
$275,588
|
$80,715
|
Schwab
Dividend Equity Fund
|
$913,537
|
$945,547
|
$837,654
|
Schwab
Small-Cap Equity Fund
|
$929,293
|
$940,615
|
$727,708
|
Schwab
Hedged Equity Fund
|
$230,144
|
$197,413
|
$243,456
|
Schwab
Financial Services Fund
|
$41,112
|
$50,010
|
$47,692
|
Schwab
Health Care Fund
|
$543,966
|
$352,124
|
$318,200
|
Regular Broker-Dealers
A fund’s regular
broker-dealers during its most recent fiscal year are: (1) the ten broker-dealers that received the greatest dollar amount of brokerage commissions from the fund; (2) the ten broker-dealers that engaged as principal in the largest dollar amount of
portfolio transactions; and (3) the ten broker-dealers that sold the largest dollar amount of the fund’s shares. During the fiscal year ended October 31, 2015, certain of the funds held securities issued by their respective regular
broker-dealers, as indicated below (as of October 31, 2015).
Fund
|
Regular
Broker-Dealer
|
Value
of Holdings
|
Schwab
Large-Cap Growth Fund
|
Australia
& New Zealand Banking Group Ltd.
|
$1,849,974
|
Schwab
International Core Equity Fund
|
Credit
Agricole Securities (USA), Inc.
|
$10,043,611
|
Barclay
Capital, Inc.
|
$1,583,331
|
Macquarie
Capital (USA) Inc.
|
$1,370,099
|
Schwab
Dividend Equity Fund
|
J.P.
Morgan Securities LLC
|
$79,997,290
|
Wells
Fargo Securities LLC
|
$29,454,921
|
Mitsubishi
UFJ Securities (USA), Inc.
|
$7,616,449
|
Schwab
Small-Cap Equity Fund
|
KCG
Americas, LLC
|
$6,226,677
|
Sumitomo
Mitsui Banking Corp.
|
$831,079
|
Schwab
Financial Services Fund
|
Wells
Fargo Securities LLC
|
$4,352,802
|
J.P.
Morgan Securities LLC
|
$4,295,755
|
Sumitomo
Mitsui Banking Corp.
|
$753,779
|
Schwab
Health Care Fund
|
J.P.
Morgan Securities LLC
|
$2,961,603
|
Description Of The TRUST
Each fund is a series of Schwab Capital Trust, an
open-end management investment company organized as a Massachusetts business trust on May 7, 1993.
The funds may hold special shareholder meetings,
which may cause the funds to incur non-routine expenses. These meetings may be called for purposes such as electing trustees, changing fundamental policies and amending management contracts. Shareholders are entitled to one vote for each share owned
and may vote by proxy or in person. Proxy materials will be mailed to shareholders prior to any meetings, and will include a voting card and information explaining the matters to be voted upon.
The bylaws of the trust provide
that a majority of shares entitled to vote shall be a quorum for the transaction of business at a shareholders’ meeting, except that where any provision of law, or of the Declaration of Trust or of the bylaws permits or requires that (1)
holders of any series shall vote as a series, then a majority of the aggregate number of shares of that series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series, or (2) holders of any class
shall vote as a class, then a majority of the aggregate number of shares of that class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that class. Any lesser number shall be sufficient for adjournments.
Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. The Declaration of Trust specifically authorizes the Board to terminate the trust (or any
of its funds) by notice to the shareholders without shareholder approval.
Under Massachusetts law, shareholders of a
Massachusetts business trust could, under certain circumstances, be held personally liable for the trust’s obligations. The Declaration of Trust, however, disclaims shareholder liability for the trust’s acts or obligations and requires
that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the trust or the trustees. In addition, the Declaration of Trust provides for
indemnification out of the property of an investment portfolio in
which a shareholder owns or owned shares for all losses and expenses of such shareholder or former shareholder if he or she is held personally liable for the obligations of the trust solely by reason of being or having been a shareholder. Moreover,
the trust will be covered by insurance, which the trustees consider adequate to cover foreseeable tort claims. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered remote, because it is limited
to circumstances in which a disclaimer is inoperative and the trust itself is unable to meet its obligations. There is a remote possibility that a fund could become liable for a misstatement in the prospectus or SAI about another fund.
As more fully described in the Declaration of
Trust, the trustees may each year, or more frequently, distribute to the shareholders of each series accrued income less accrued expenses and any net realized capital gains less accrued expenses. Distributions of each year’s income of each
series shall be distributed pro rata to shareholders in proportion to the number of shares of each series held by each of them. Distributions will be paid in cash or shares or a combination thereof as determined by the trustees. Distributions paid
in shares will be paid at the net asset value as determined in accordance with the bylaws.
Any series of the trust may reorganize or merge
with one or more other series of the trust or of another investment company. Any such reorganization or merger shall be pursuant to the terms and conditions specified in an agreement and plan of reorganization authorized and approved by the trustees
and entered into by the relevant series in connection therewith. In addition, such reorganization or merger may be authorized by vote of a majority of the trustees then in office and, to the extent permitted by applicable law and the Declaration of
Trust, without the approval of shareholders of any series.
PURCHASE, REDEMPTION, DELIVERY OF
SHAREHOLDER
DOCUMENTS AND PRICING OF SHARES
Purchasing and Redeeming Shares of the Funds
The funds are open each day that
the New York Stock Exchange (NYSE) is open. The NYSE’s trading session is normally conducted from 9:30 a.m. until 4:00 p.m. Eastern time, Monday through Friday, although some days, such as in advance of and following holidays, the NYSE’s
trading session closes early. The following holiday closings are currently scheduled for 2016-2017: New Year’s Day, Martin Luther King Jr.’s Birthday, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Only orders that are received in good order by a fund’s transfer agent no later than the time specified by the trust will be executed that day at the fund’s share price calculated that day. On any day
that the NYSE closes early, the funds reserve the right to advance the time by which purchase, redemption and exchange orders must be received by the funds’ transfer agent that day in order to be executed that day at that day’s share
price. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the funds reserve the right to treat
such day as a business day and accept purchase and redemption orders and calculate their share price as of the normally scheduled close of regular trading on the NYSE for that day.
The funds have authorized one or more brokers to
accept on their behalf purchase and redemption orders. Such brokers have also been authorized to designate other intermediaries to accept purchase and redemption orders on the funds’ behalf. The funds will be deemed to have received a purchase
or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, receives such order. Such orders will be priced at the respective fund’s net asset value per share next determined after such orders are
received by an authorized broker or the broker’s authorized designee.
As long as the funds or Schwab
follow reasonable procedures to confirm that an investor’s telephone or internet order is genuine, they will not be liable for any losses the investor may experience due to unauthorized or fraudulent instructions. These procedures may include
requiring a form of personal identification or other confirmation before acting upon any telephone or internet order, providing written confirmation of telephone or internet orders and tape recording all telephone orders.
Share certificates will not be issued in order to
avoid additional administrative costs, however, share ownership records are maintained by Schwab, other authorized financial intermediaries or, for direct shareholders, by the funds’ transfer agent.
The trust’s Declaration of Trust provides
that shares may be automatically redeemed if held by a shareholder in an amount less than the minimum required by each fund. Each fund’s minimum initial investments and minimum balance requirements, if any, are set forth in the prospectus. The
minimums may be changed without prior notice.
As explained in more detail in the funds’
prospectus, each fund that charges a redemption fee reserves the right to waive its early redemption fee for certain tax-advantaged retirement plans or charitable giving funds, certain fee-based or wrap programs, or in other circumstances when the
funds’ officers determine that such a waiver is in the best interest of a fund and its shareholders.
Each of the funds has made an
election with the SEC to pay in cash all redemptions requested by any shareholder of record limited in amount during any 90-day period to the lesser of $250,000 or 1% of its net assets at the beginning of such period. This election is irrevocable
without the SEC’s prior approval. Redemption requests in excess of these limits may be paid, in whole or in part, in investment securities or in cash, as the Board may deem advisable. Payment will be made wholly in cash unless the Board
believes that economic or market conditions exist that would make such payment a detriment to the best interests of a fund. If redemption proceeds are paid in investment securities, such securities will be valued as set forth in “Pricing of
Shares.” A redeeming shareholder would normally incur transaction costs if he or she were to convert the securities to cash.
Each fund is designed for long-term investing.
Because short-term trading activities can disrupt the smooth management of a fund and increase its expenses, each fund reserves the right, in its sole discretion, to refuse any purchase or exchange order, or large purchase or exchange orders,
including any purchase or exchange order which appears to be associated with short-term trading activities or “market timing.” Because market timing decisions to buy and sell securities typically are based on an individual
investor’s market outlook, including such factors as the perceived strength of the economy or the anticipated direction of interest rates, it is difficult for a fund to determine in advance what purchase or exchange orders may be deemed to be
associated with market timing or short-term trading activities. The funds and Schwab reserve the right to refuse any purchase or exchange order, including large orders that may negatively impact their operations. More information regarding the
funds’ policies regarding “market timing” is included in the funds’ prospectus.
In certain circumstances, shares of a fund may be
purchased “in kind” (i.e., in exchange for securities, rather than for cash). The securities tendered as part of an in-kind purchase must be liquid securities that are not restricted as to transfer and have a value that is readily
ascertainable as evidenced by a listing on the American Stock Exchange, the NYSE, or NASDAQ. Securities accepted by the fund will be valued, as set forth in the fund’s prospectus, as of the time of the next determination of net asset value
after such acceptance. The shares of the fund that are issued to the shareholder in exchange for the securities will be determined as of the same time. All dividend, subscription, or other rights that are reflected in the market price of accepted
securities at the time of valuation become the property of the fund and must be delivered to the fund by the investor upon receipt from the issuer. A fund will not accept securities in exchange for its shares unless such securities are, at the time
of the exchange, eligible to be held by the fund and satisfy such other conditions as may be imposed by the fund’s investment adviser.
Exchanging Shares of the Funds
Methods to purchase and redeem shares of a fund are
set forth in the funds’ prospectus. An exchange order involves the redemption of all or a portion of the shares of one Schwab Fund or Laudus MarketMasters Fund and the simultaneous purchase of shares of another Schwab Fund or Laudus
MarketMasters Fund. Exchange orders must meet the minimum investment and any other requirements of the fund or class purchased. Exchange orders may not be executed between shares of Sweep Investments
®
and shares of non-Sweep Investments. Shares of Sweep Investments may be bought and sold automatically pursuant to the terms and conditions of your
Schwab account agreement or by direct order as long as you meet the minimums for direct investments. In addition, different exchange policies may apply to Schwab Funds
®
that are bought and sold through third-party investment providers and the exchange privilege between Schwab Funds may not be available through
third-party investment providers.
The funds and Schwab reserve certain rights with
regard to exchanging shares of the funds. These rights include the right to: (i) refuse any purchase or exchange order that may negatively impact a fund’s operations; (ii) refuse orders that appear to be associated with short-term trading
activities; and (iii) materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders.
Delivery of Shareholder Documents
Typically once a year, an updated
prospectus will be mailed to shareholders describing each fund’s investment strategies, risks and shareholder policies. Twice a year, financial reports will be mailed to shareholders describing each fund’s performance and investment
holdings. To eliminate duplicate mailings of shareholder documents, each household may receive one copy of these documents, under certain conditions. This practice is commonly called “householding.” If you want to receive multiple
copies, you may write or call your fund at the address or telephone number on the front of this SAI or contact the financial intermediary through which you hold fund shares. Your instructions will be effective within 30 days of receipt by a fund or
other date as communicated by the financial intermediary.
Pricing of Shares
Each business day, the funds
calculate their share price, net asset value per share or NAV, as of the close of the NYSE (generally 4:00 p.m. Eastern time). This means that NAVs are calculated using the values of a fund’s portfolio securities as of the close of the NYSE.
Such values are required to be determined in one of two ways: securities for which market quotations are readily available are required to be valued at current market value; and securities for which market quotations are not readily available or the
investment adviser deems to be unreliable are required to be valued at fair value using procedures approved by the Board. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or
the NYSE has an unscheduled early closing on a day it has opened for business, the funds reserve the right to treat such day as a business day and accept purchase and redemption orders and calculate their share price as of the normally scheduled
close of regular trading on the NYSE for that day.
Shareholders of funds that invest in foreign
securities should be aware that because foreign markets are often open on weekends and other days when the funds are closed, the value of some of a fund’s securities may change on days when it is not possible to buy or sell shares of the fund.
The funds use approved pricing sources to provide values for their portfolio securities. Current market values are generally determined by the approved pricing sources as follows: generally securities traded on exchanges, excluding the NASDAQ
National Market System, are valued at the last-quoted sales price on the exchange on which such securities are primarily traded, or, lacking any sales, at the mean between the bid and ask prices; generally securities traded in the over-the-counter
market are valued at the last reported sales price that day, or, if no sales are reported, at the mean between the bid and ask prices. Generally securities listed on the NASDAQ National Market System are valued in accordance with the NASDAQ Official
Closing Price. In addition, securities that are primarily traded on foreign exchanges are generally valued at the official closing price or last sales price on the exchange where the securities are principally traded with these values then
translated into U.S. dollars at the current exchange rate. Fixed income securities normally are valued based on valuations provided by approved pricing sources. Securities may be fair valued pursuant to procedures approved by the funds’ Board
when a security is de-listed or its trading is halted or suspended; when a security’s primary pricing source is unable or unwilling to provide a price; when a security’s primary trading market is closed during regular market hours; when
a security’s value is materially affected by events occurring after the close of the security’s primary trading market; or a furnished price appears manifestly incorrect. The Board regularly reviews fair value determinations made by the
funds pursuant to the procedures.
Taxation
This discussion of U.S. federal income tax
consequences is based on the Internal Revenue Code and the regulations issued thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed
herein, and may have a retroactive effect with respect to the transactions contemplated herein.
Federal Tax Information for the
Funds
It is each fund’s policy to
qualify for taxation as a “regulated investment company” (RIC) by meeting the requirements of Subchapter M of the Internal Revenue Code. By qualifying as a RIC, each fund expects to eliminate or reduce to a nominal amount the federal
income tax to which it is subject. If a fund does not qualify as a RIC under the Internal Revenue Code, it will be subject to federal income tax on its net investment income and any net realized capital gains. In addition, each fund could be
required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before requalifying as a RIC.
Each fund is treated as a separate entity for
federal income tax purposes and is not combined with the trusts’ other funds. Each fund intends to qualify as a RIC so that it will be relieved of federal income tax on that part of its income that is distributed to shareholders. In order to
qualify for treatment as a RIC, a fund must, among other requirements, distribute annually to its shareholders an amount at least equal to the sum of 90% of its investment company taxable income (generally, net investment income plus the excess, if
any, of net short-term capital gain over net long-term capital losses) and 90% of its net tax-exempt income. Among these requirements are the following: (i) at least 90% of a fund’s gross income each taxable year must be derived from
dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such stock or securities or
currencies and net income derived from an interest in a qualified publicly traded partnership; (ii) at the close of each quarter of a fund’s taxable year, at least 50% of the value of its total assets must be represented by cash and cash
items, U.S. government securities, securities of other RICs and other securities, with such other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of a fund’s assets and that does not
represent more than 10% of the outstanding voting securities of such issuer; and (iii) at the close of each quarter of a fund’s taxable year, not more than 25% of the value of its assets may be invested in securities (other than U.S.
government securities or the securities of other RICs) of any one issuer or of two or more issuers and which are engaged in the same, similar, or related trades or businesses if the fund owns at least 20% of the voting power of such issuers, or the
securities of one or more qualified publicly traded partnerships.
Certain master limited partnerships may qualify as
“qualified publicly traded partnerships” for purposes of the Subchapter M diversification rules described above. In order to do so, the master limited partnership must satisfy two requirements during the taxable year. First, the
interests of such partnership either must be traded on an established securities market or must be readily tradable on a secondary market (or the substantial equivalent thereof). Second, less than 90% of the partnership’s gross income can
consist of dividends, interest, payments with respect to securities loans, or gains from the sale or other disposition of stock or securities or foreign currencies, or other income derived with respect to its business of investing in such stock
securities or currencies.
The Internal
Revenue Code imposes a non-deductible excise tax on RICs that do not distribute in a calendar year (regardless of whether they otherwise have a non-calendar taxable year) an amount equal to 98% of their “ordinary income” (as defined in
the Internal Revenue Code) for the calendar year plus 98.2% of their net capital gain for the one-year period ending on October 31 of such calendar year, plus any undistributed amounts from prior years. The non-deductible excise tax is equal to 4%
of the deficiency. For the foregoing purposes, a fund is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year and certain amounts with respect to which estimated taxes are
paid in such calendar year. A fund may in certain circumstances be required to liquidate fund investments to make sufficient distributions to avoid federal excise tax liability at a time when the investment adviser might not otherwise have chosen to
do so, and liquidation of investments in such circumstances may affect the ability of a fund to satisfy the requirements for qualification as a RIC.
A fund’s transactions in futures contracts,
forward contracts, foreign currency exchange transactions, options and certain other investment and hedging activities may be restricted by the Internal Revenue Code and are subject to special tax rules. In a given case, these rules may accelerate
income to a fund, defer its losses, cause adjustments in the holding periods of a fund’s assets, convert short-term capital losses into long-term capital losses or otherwise affect the character of a fund’s income. These rules could
therefore affect the amount, timing and character of distributions to
shareholders. Each fund will endeavor to make any available
elections pertaining to these transactions in a manner believed to be in the best interest of a fund and its shareholders.
Each fund is required for federal income tax
purposes to mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and
options contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. Each fund may be
required to defer the recognition of losses on futures contracts, options contracts and swaps to the extent of any unrecognized gains on offsetting positions held by the fund. It is anticipated that any net gain realized from the closing out of
futures or options contracts will be considered gain from the sale of securities and therefore will be qualifying income for purposes of the 90% requirement described above. Each fund distributes to shareholders at least annually any net capital
gains which have been recognized for federal income tax purposes, including unrealized gains at the end of the fund’s fiscal year on futures or options transactions. Such distributions are combined with distributions of capital gains realized
on the fund’s other investments and shareholders are advised on the nature of the distributions.
With respect to investments in
zero coupon or other securities which are sold at original issue discount and thus do not make periodic cash interest payments, a fund will be required to include as part of its current income the imputed interest on such obligations even though the
fund has not received any corresponding interest payments on such obligations during that period. Because each fund distributes all of its net investment income to its shareholders, a fund may have to sell fund securities to distribute such imputed
income which may occur at a time when the adviser would not have chosen to sell such securities and which may result in taxable gain or loss.
Federal Income Tax Information for
Shareholders
The discussion of federal income
taxation presented below supplements the discussion in each fund’s prospectus and only summarizes some of the important federal tax considerations generally affecting shareholders of the funds. Accordingly, prospective investors (particularly
those not residing or domiciled in the United States) should consult their own tax advisors regarding the consequences of investing in the funds.
Any dividends declared by a fund in October,
November or December and paid the following January are treated, for tax purposes, as if they were received by shareholders on December 31 of the year in which they were declared. In general, distributions by a fund of investment company taxable
income (including net short-term capital gains), if any, whether received in cash or additional shares, will be taxable to you as ordinary income. A portion of these distributions may be treated as qualified dividend income (eligible for the reduced
rates to individuals as described below) to the extent that a fund receives qualified dividend income. Qualified dividend income is, in general, dividend income from taxable domestic corporations and certain foreign corporations (e.g., foreign
corporations incorporated in a possession of the United States or in certain countries with a comprehensive tax treaty with the United States, or the stock of which is readily tradable on an established securities market in the United States). A
dividend will not be treated as qualified dividend income to the extent that (i) the shareholder has not held the shares of the fund on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is 60
days before the date on which the shares of the fund become ex-dividend with respect to such dividend (and the fund must also satisfy those holding period requirements with respect to the securities it holds that paid the dividends distributed to
the shareholder), (ii) the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to substantially similar or related property, or (iii) the shareholder elects to treat such dividend
as investment income under section 163(d)(4)(B) of the Internal Revenue Code. Dividends received by each fund from a REIT or another RIC may be treated as qualified dividend income only to the extent the dividend distributions are attributable to
qualified dividend income received by such REIT or RIC. It is expected that dividends received by a fund from a REIT and distributed to a shareholder generally will be taxable to the shareholder as ordinary income.
Distributions from net capital gain (if any) that
are reported as capital gains dividends are taxable as long-term capital gains without regard to the length of time the shareholder has held shares of a fund. However, if you receive a capital gains dividend with respect to fund shares held for six
months or less, any loss on the sale or exchange of those shares shall, to the extent of the capital gains dividend, be treated as a long-term capital loss. The maximum individual rate
applicable to “qualified dividend income” and long-term
capital gains is generally either 15% or 20%, depending on whether the taxpayer’s income exceeds certain threshold amounts.
Under the Regulated Investment Company
Modernization Act of 2010, net capital losses incurred by the fund in the taxable years after the effective enactment date, December 22, 2010, will not expire. However, such losses must be utilized prior to the losses incurred in the year preceding
enactment. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Post-enactment capital losses arise in fiscal years beginning after the enactment date exclude any elective post-October
capital losses deferred during the period from November 1 to the end of the fund’s fiscal year. In addition, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term losses rather
than short-term as under previous law.
An
additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of U.S.
individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold
amount.
A fund will inform you of the amount
of your ordinary income dividends and capital gain distributions, if any, at the time they are paid and will advise you of their tax status for federal income tax purposes, including what portion of the distributions will be qualified dividend
income, shortly after the close of each calendar year. For corporate investors in a fund, dividend distributions the fund reports as dividends received from qualifying domestic corporations will be eligible for the 70% corporate dividends-received
deduction to the extent they would qualify if the fund were a regular corporation. Distributions by a fund also may be subject to state, local and foreign taxes, and their treatment under applicable tax laws may differ from the federal income tax
treatment.
A fund will be required in certain
cases to withhold at the applicable withholding rate and remit to the U.S. Treasury the withheld amount of taxable dividends and redemption proceeds paid to any shareholder who (1) fails to provide a correct taxpayer identification number certified
under penalty of perjury; (2) is subject to withholding by the Internal Revenue Service for failure to properly report all payments of interest or dividends; (3) fails to provide a certified statement that he or she is not subject to “backup
withholding;” or (4) fails to provide a certified statement that he or she is a U.S. person (including a U.S. resident alien). Backup withholding is not an additional tax and any amounts withheld may be credited against the shareholder’s
ultimate U.S. tax liability.
Foreign shareholders (i.e.,
nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from net investment income and
short-term capital gains; provided, however, that U.S. source interest related dividends and short-term capital gain dividends generally are not subject to U.S. withholding taxes if a fund elects to make reports with respect to such dividends.
Distributions to foreign shareholders of such short-term capital gain dividends and long-term capital gains, and any gains from the sale or other disposition of shares of a fund, generally are not subject to U.S. taxation, unless the recipient is an
individual who either (1) meets the Internal Revenue Code’s definition of “resident alien” or (2) is physically present in the U.S. for 183 days or more per year. Foreign shareholders may also be subject to U.S. estate taxes with
respect to shares in a fund. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a
tax treaty may be different than those described above. Notwithstanding the foregoing, income, if any, derived by a fund from investments in REITs that hold residual interests in real estate mortgage investment conduits (REMICs) may be classified as
“excess inclusion income.” With respect to foreign shareholders, no exemption or reduction in withholding tax will apply to such excess inclusion income.
The funds are required to withhold U.S. tax (at a
30% rate) on payments of dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply with extensive new reporting and withholding requirements designed to
inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the funds to enable the funds to determine whether withholding is required.
Certain tax-exempt shareholders, including
qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k)s, and other tax-exempt entities, generally are exempt from federal income taxation except with
respect to their unrelated
business taxable income (UBTI). Under current law, each fund generally serves to block UBTI from being realized by their tax-exempt shareholders. However, notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by virtue of its
investment in a fund where, for example, (i) the fund invests in REITs that hold residual interests in REMICs or (ii) shares in the fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of section
514(b) of the Internal Revenue Code. Charitable remainder trusts are subject to special rules and should consult their tax advisors. There are no restrictions preventing a fund from holding investments in REITs that hold residual interests in
REMICs, and a fund may do so. The Internal Revenue Service has issued recent guidance with respect to these issues and prospective shareholders, especially charitable remainder trusts, are strongly encouraged to consult with their tax advisors
regarding these issues.
Income that Schwab
International Core Equity Fund or Schwab Health Care Fund receives from sources within various foreign countries may be subject to foreign income taxes withheld at the source. If any of these funds has more than 50% of its assets invested in foreign
securities at the end of its taxable year, it may elect to “pass through” to its shareholders the ability to take either the foreign tax credit or the deduction for foreign taxes. Pursuant to this election, U.S. shareholders must include
in gross income, even though not actually received, their respective pro rata share of foreign taxes, and may either deduct their pro rata share of foreign taxes (but not for alternative minimum tax purposes) or credit the tax against U.S. income
taxes, subject to certain limitations described in Internal Revenue Code sections 901 and 904. A shareholder who does not itemize deductions may not claim a deduction for foreign taxes. It is expected that the Schwab International Core Equity Fund
will have more than 50% of the value of its total assets at the close of its taxable year invested in foreign securities, and that it will make this election. It is expected that the Schwab Health Care Fund will not have more than 50% of its assets
invested in foreign securities at the close of its taxable years, and therefore will not be permitted to make this election.
Section 988 of the Internal Revenue Code contains
special tax rules applicable to certain foreign currency transactions and instruments that may affect the amount, timing and character of income, gain or loss recognized by a fund. Under these rules, foreign exchange gain or loss realized by a fund
with respect to foreign currencies and certain futures and options thereon, foreign currency-denominated debt instruments, foreign currency forward contracts, and foreign currency-denominated payables and receivables will generally be treated as
ordinary income or loss, although in some cases elections may be available that would alter this treatment. Foreign currency losses could result in distributions of ordinary income being reclassified as a return of capital for tax purposes.
The Schwab International Core Equity Fund
and Schwab Health Care Fund may invest in a non-U.S. corporation, which could be treated as a passive foreign investment company (PFIC) or become a PFIC under the Internal Revenue Code. This could result in adverse tax consequences upon the
disposition of, or the receipt of “excess distributions” with respect to, such equity investments. To the extent any of these funds do invest in PFICs, they may be eligible to elect to treat the PFIC as a “qualified electing
fund” or mark-to-market its investments in PFICs annually. In either case, these funds may be required to distribute amounts in excess of realized income and gains. To the extent these funds do invest in foreign securities which are determined
to be PFIC securities and are required to pay a tax on such investments, a credit for this tax would not be allowed to be passed through to the funds’ shareholders. Therefore, the payment of this tax would reduce a funds’ economic return
from its PFIC shares, and excess distributions received with respect to such shares are treated as ordinary income rather than capital gains.
Under U.S. Treasury regulations, if a shareholder
recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of
portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC such as the fund are not excepted. Future guidance may extend the current exception from this reporting requirement to
shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to
determine the applicability of these regulations in light of their individual circumstances.
Shareholders are urged to consult their tax
advisors as to the state and local tax rules affecting investments in the funds.
APPENDIX
–
PRINCIPAL HOLDERS OF SECURITIES
Fund
|
Customer
|
Percent
owned
|
Schwab
Large-Cap Growth Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
97.11%
|
Schwab
Core Equity Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
96.72%
|
Schwab
Target 2040 Fund (SWERX)
211 Main Street
San Francisco, CA 94105
|
5.20%
1
|
Schwab
International Core Equity Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
97.45%
|
Schwab
Target 2040 Fund (SWERX)
211 Main Street
San Francisco, CA 94105
|
9.80%
1
|
Schwab
Target 2030 Fund (SWDRX)
211 Main Street
San Francisco, CA 94105
|
7.89%
1
|
Schwab
Dividend Equity Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
97.40%
|
Schwab
Small-Cap Equity Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
96.20%
|
Schwab
Target 2040 Fund (SWERX)
211 Main Street
San Francisco, CA 94105
|
6.87%
1
|
Schwab
Hedged Equity Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
86.11%
|
Schwab
Financial Services Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
88.24%
|
TD
Ameritrade, Inc.
For the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103-2226
|
6.16%
|
Schwab
Health Care Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
90.31%
|
1
|
These shares are
held within the Charles Schwab & Co., Inc. account listed elsewhere in the table.
|
Charles Schwab Investment
Management, Inc.
The Charles Schwab Family of Funds
Schwab Investments
Schwab Capital Trust
Schwab Annuity Portfolios
Laudus Trust
Schwab Strategic Trust
PROXY VOTING POLICY AND PROCEDURES
AS OF MARCH, 2016
Charles Schwab
Investment Management, Inc. (“CSIM”), as an investment adviser, is generally responsible for voting proxies with respect to the securities held in accounts of investment companies and other clients for which it provides discretionary
investment management services. CSIM’s Proxy Committee exercises and documents CSIM’s responsibility with regard to voting of client proxies (the “Proxy Committee”). The Proxy Committee is composed of representatives of
CSIM’s Fund Administration, Portfolio Management, and Legal Departments, and chaired by CSIM’s Chief Investment Officer, Equities or his/her delegate. The Proxy Committee reviews and may amend periodically these policies. The policies
stated in these Proxy Voting Policy and Procedures (the “Proxy Policies”) pertain to all of CSIM’s clients.
The Boards of Trustees (the
“Board”) of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, and Schwab Annuity Portfolios (“Schwab Funds”), Laudus Trust (“Laudus Funds”) and Schwab Strategic Trust (“Schwab
ETFs”; collectively with the Schwab Funds and Laudus Funds, the “Funds”) have delegated the responsibility for voting proxies to CSIM through their respective investment advisory agreements. The Board has adopted these Proxy
Policies with respect to proxies voted on behalf of the various series of the Schwab Funds, Laudus Funds, and Schwab ETFs. CSIM will present amendments to the Board for approval. However, there may be circumstances where the Proxy Committee deems it
advisable to amend these Proxy Policies between regular Schwab Funds, Laudus Funds and Schwab ETFs Board meetings. In such cases, the Board will be asked to ratify any changes at the next regular meeting of the Board.
To assist CSIM in its responsibility for
voting proxies and the overall proxy voting process, CSIM has retained Glass Lewis & Co. (“Glass Lewis”) as an expert in the proxy voting and corporate governance area. The services provided by Glass Lewis include in-depth research,
global issuer analysis, and voting recommendations as well as vote execution, reporting and record keeping. CSIM may also retain additional experts in the proxy voting and corporate governance area.
The Proxy Committee has the ultimate
responsibility for making the determination of how to vote the shares to seek to maximize the value of that particular holding.
CSIM believes that its role as a
fiduciary is of utmost importance. In voting proxy ballots, CSIM’s ultimate objective is to maximize the value of our clients’ investments by protecting the long-term best interests of shareholders. CSIM believes that directors, as
shareholders’ elected representatives, are best positioned to oversee the management of companies in which CSIM’s clients invest, thereby promoting and protecting its clients’ long-term interests. Therefore, CSIM will generally
support a board of directors’ recommendations unless concerns arise, such as the board’s performance, accountability or management of conflicts of interests.
CSIM invests on behalf of its clients in
companies domiciled all over the world. Since corporate governance standards and best practices differ by country and jurisdiction, the market context is taken into account in the analysis of proposals. Furthermore, there are instances where CSIM
may determine that voting is not in the best interests of its clients (typically due to costs or to trading restrictions) and will refrain from submitting votes.
III.
|
PROXY VOTING GUIDELINES
|
The Proxy
Committee receives and reviews Glass Lewis’ written proxy voting policies and procedures (“Glass Lewis’ Proxy Policies”). Positions on proposals are evaluated by the Proxy Committee in the long-term best interests of
shareholders. Below is a description of CSIM’s guidelines on key proposals for votes on U.S. and Canadian companies. In other circumstances, CSIM generally will utilize the Glass Lewis’ Proxy Policies (which are posted on the
Funds’ website).
A.
|
DIRECTORS AND AUDITORS
|
As a starting point, CSIM expects the
board to be composed of a majority of independent directors and to be responsive to shareholders. CSIM also expects directors that serve on a company’s nominating, compensation or audit committee to be independent.
Factors that may result in a vote against
one or more directors:
• The board is not
majority independent
• Non-independent
directors serve on the nominating, compensation or audit committees
•
Director recently failed to attend at least 75% of meetings or serves on an excessive number of publically traded company boards
•
Directors approved executive compensation schemes that appear misaligned with shareholders’ interests
•
Director recently acted in a manner inconsistent with these Proxy Policies or failed to be responsive to concerns of a majority of shareholders
CSIM typically supports the ratification
of auditors unless CSIM believes that the auditors’ independence may have been compromised.
Factors that may result in a vote against
the ratification of auditors:
• Audit-related fees are
less than half of the total fees paid by the company to the audit firm
• A recent material
restatement of annual financial statements
CSIM generally defers to
management’s recommendation for classified board proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting a shareholder proposal to de-classify a board:
•
The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
•
The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
• The company had
material financial statement restatements
•
The company’s board adopted a shareholder rights plan (also known as a “Poison Pill”) during the past year and did not submit it to shareholders for approval
CSIM generally supports majority voting
proposals when they call for plurality voting standards in contested elections.
CSIM typically supports the concept of
voting rights being proportional to shareholders’ economic stake in the company. Therefore, CSIM will generally not support cumulative voting proposals unless the company has a controlling shareholder or shareholder group and has plurality
voting standards.
CSIM typically does not support proxy
access proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting proxy access:
•
The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
•
The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
• The company had
material financial statement restatements
•
The company’s board adopted a Poison Pill during the past year and did not submit it to shareholders for approval
CSIM believes that the board is typically
best positioned to determine its leadership structure. Therefore, CSIM will typically not support proposals requiring an independent chair unless CSIM has concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting a shareholder proposal requiring an independent chair:
•
The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
•
The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
• The company had
material financial statement restatements
•
The company’s board adopted a Poison Pill during the past year and did not submit it to shareholders for approval
i.
|
Advisory Vote on Executive Compensation and Frequency
|
CSIM generally supports advisory votes on
executive compensation (also known as “Say-On-Pay”) when the compensation scheme appears aligned with shareholder economic interests and lacks problematic features.
Factors that may result in a vote against
Say-On-Pay:
•
Executive compensation is out of line with industry peers considering the company’s performance over time
•
Executive compensation plan includes significant guaranteed bonuses or has a low amount of compensation at risk
•
Executive compensation plan offers excessive perquisites, tax-gross up provisions, or golden parachutes
CSIM typically supports annual advisory
votes on executive compensation.
ii.
|
Equity Compensation Plans
|
CSIM generally supports stock-based
compensation plans when they do not overly dilute shareholders by providing participants with excessive awards and lack problematic features.
Factors that may result in a vote against
Equity Compensation Plans:
• Plan’s total
potential dilution appears excessive
• Plan’s burn rate
appears excessive compared to industry peers
• Plan allows for the
re-pricing of options without shareholder approval
• Plan has an evergreen
feature
iii.
|
Employee Stock Purchase Plans
|
CSIM supports the concept of broad
employee participation in a company’s equity. Therefore, CSIM typically supports employee stock purchase plans when the shares can be purchased at 85% or more of the shares’ market value.
iv.
|
Re-price/Exchange Option Plans
|
CSIM generally only supports
management’s proposals to re-price options when the plan excludes senior management and directors, does not excessively dilute shareholders, and the company has not significantly underperformed its industry peers over time.
i.
|
Shareholder Rights Plans (“Poison Pills”)
|
Poison Pills constrain a potential
acquirer’s ability to buy shares in a company above a certain threshold without the approval of the company’s board of directors. While a Poison Pill may help a company in achieving a higher bid, it may also entrench the incumbent
management and board. CSIM believes that shareholders should have the right to approve a Poison Pill within a year of its adoption. CSIM generally votes against Poison Pills that do not have safeguards to protect shareholder interests.
Factors that may result in a vote against
Poison Pills:
•
Plan does not expire in a relatively short time horizon
•
Plan does not have a well-crafted permitted bid or qualified offer feature that mandates shareholder votes in certain situations
• Plan automatically
renews without shareholder approval
• Company’s
corporate governance profile
ii.
|
Right to Call Special Meeting
|
CSIM generally votes against the right of
shareholders to call a special meeting unless the threshold to call a special meeting is 25% or more of shares outstanding to avoid wasting corporate resources.
iii.
|
Right to Act by Written Consent
|
CSIM generally votes against the right of
shareholders to act by written consent if the company already offers shareholders the right the call special meetings. CSIM expects appropriate mechanisms for implementation, including that the threshold to call a special meeting is 25% or more of
shares outstanding.
CSIM generally supports the concept of
simple majority standards to pass proposals.
E.
|
CAPITAL STRUCTURE, MERGERS
AND ACQUISITIONS
|
i.
|
Increase in Authorized Common Shares
|
CSIM typically supports proposals to
increase the authorized shares unless the company does not sufficiently justify the need for the use of the proposed shares.
CSIM generally supports proposals to
create a class of preferred shares with specific voting, dividend, conversion and other rights.
iii.
|
Mergers and Acquisitions
|
CSIM generally supports transactions that
appear to maximize shareholder value. In assessing the proposals, CSIM considers the proposed transaction’s strategic rationale, the offer premium, the board’s oversight of the sales process, and other pertinent factors.
F.
|
ENVIRONMENTAL AND SOCIAL
PROPOSALS
|
Environmental and Social shareholder
proposals typically request companies to change their business practices or to enhance their disclosures. CSIM believes that in most instances, the board is best positioned to evaluate the impact of these proposals on the company’s business.
Therefore, CSIM generally defers to the board’s recommendation unless the proposal has successfully articulated a demonstrable tangible economic impact on shareholder value.
i.
|
Political Contribution Proposals
|
CSIM expects the board of directors to
have an oversight process for political contributions and lobbying proposals. CSIM generally votes against political contribution shareholder proposals unless there is no evidence of board oversight.
A.
|
CONFLICTS OF INTERESTS
|
With respect to
proxies of an underlying affiliated Fund, the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of such Fund (i.e., “echo vote”), unless otherwise required by law. When required by law or
applicable exemptive order, the Proxy Committee will also “echo vote” proxies of an unaffiliated mutual fund or exchange traded fund (“ETF”). For example, certain exemptive orders issued to the Funds by the Securities and
Exchange Commission and Section 12(d)(1)(F) of the Investment Company Act of 1940, as amended, require the Funds, under certain circumstances, to “echo vote” proxies of registered investment companies that serve as underlying investments
of the Funds.
In addition, with respect to holdings of
The Charles Schwab Corporation (“CSC”) (ticker symbol: SCHW), the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of CSC (i.e., “echo vote”), unless otherwise required by
law.
Other than proxies that will be
“echo voted”, proxy issues that present material conflicts of interest between CSIM, and/or any of its affiliates, and CSIM’s clients will be delegated to Glass Lewis to be voted in accordance with CSIM’s Proxy Voting
Guidelines.
B.
|
FOREIGN
SECURITIES/SHAREBLOCKING
|
CSIM has arrangements with Glass Lewis for
the execution of proxy votes. However, voting proxies with respect to shares of foreign securities may involve significantly greater effort and corresponding cost than voting proxies with respect to domestic securities, due to the variety of
regulatory schemes and corporate practices in foreign countries with respect to proxy voting. Problems voting foreign proxies may include the following:
• proxy statements and
ballots written in a foreign language;
• untimely and/or
inadequate notice of shareholder meetings;
• restrictions of
foreigner’s ability to exercise votes;
• requirements to vote
proxies in person;
• requirements to
provide local agents with power of attorney to facilitate CSIM’s voting instructions.
In consideration of the foregoing issues,
Glass Lewis uses its best efforts to vote foreign proxies. As part of its ongoing oversight, the Proxy Committee will monitor the voting of foreign proxies to determine whether all reasonable steps are taken to vote foreign proxies. If the Proxy
Committee determines that the cost associated with the attempt to vote outweighs the potential benefits clients may derive from voting, the Proxy Committee may decide not to attempt to vote. In addition, certain foreign countries impose restrictions
on the sale of securities for a period of time before and/or after the shareholder meeting. To avoid these trading restrictions, the Proxy Committee instructs Glass Lewis not to vote such foreign proxies.
Certain of the
Funds enter into securities lending arrangements with lending agents to generate additional revenue for their portfolios. In securities lending arrangements, any voting rights that accompany the loaned securities generally pass to the borrower of
the securities, but the lender retains the right to recall a security and may then exercise the security’s voting rights. In order to vote the proxies of securities out on loan, the securities must be recalled prior to the established record
date. CSIM will use its best efforts to recall a Fund’s securities on loan and vote such securities’ proxies if (a) the proxy relates to a special meeting of shareholders of the issuer (as opposed to the issuer's annual meeting of
shareholders), or (b) the Fund owns more than 5% of the outstanding shares of the issuer. Further, it is CSIM's policy to use its best efforts to recall securities on loan and vote such securities’ proxies if CSIM determines that the proxies
involve a material event affecting the loaned securities. CSIM may utilize third-party service providers to assist it in identifying and evaluating whether an event is material. CSIM may also recall securities on loan and vote such securities’
proxies in its discretion.
D.
|
SUB-ADVISORY RELATIONSHIPS
|
Where CSIM has
delegated day-to-day investment management responsibilities to an investment sub-adviser, CSIM may (but generally does not) delegate proxy voting responsibility to such investment sub-adviser. Each sub-adviser to whom proxy voting responsibility has
been delegated will be required to review all proxy solicitation material and to exercise the voting rights associated with the securities it has been allocated in the best interest of each investment company and its shareholders, or other client.
Prior to
delegating the proxy voting responsibility, CSIM will
review each sub-adviser’s proxy voting policy to determine whether it believes that each sub-adviser’s proxy voting policy is generally consistent with the maximization of the value of CSIM’s clients’ investments by
protecting the long-term best interest of shareholders.
E.
|
REPORTING AND RECORD
RETENTION
|
CSIM
will maintain, or cause Glass Lewis to maintain, records that identify the manner in which proxies have been voted (or not voted) on behalf of CSIM clients. CSIM will comply with all applicable rules and regulations regarding disclosure of its or
its clients’ proxy voting records and procedures.
CSIM will retain all proxy voting materials
and supporting documentation as required under the Investment Advisers Act of 1940 and the rules and regulations thereunder.
Statement Of Additional Information
SCHWAB CAPITAL TRUST
Schwab
Balanced Fund™
|
SWOBX
|
SCHWAB
MARKETTRACK PORTFOLIOS
®
|
|
Schwab
MarketTrack All Equity Portfolio
–
Investor Shares
|
SWEGX
|
Schwab
MarketTrack Growth Portfolio
–
Investor Shares
|
SWHGX
|
Schwab
MarketTrack Balanced Portfolio
–
Investor Shares
|
SWBGX
|
Schwab
MarketTrack Conservative Portfolio
–
Investor Shares
|
SWCGX
|
SCHWAB
TARGET FUNDS
|
|
Schwab
Target 2010 Fund
|
SWBRX
|
Schwab
Target 2015 Fund
|
SWGRX
|
Schwab
Target 2020 Fund
|
SWCRX
|
Schwab
Target 2025 Fund
|
SWHRX
|
Schwab
Target 2030 Fund
|
SWDRX
|
Schwab
Target 2035 Fund
|
SWIRX
|
Schwab
Target 2040 Fund
|
SWERX
|
Schwab
Target 2045 Fund
|
SWMRX
|
Schwab
Target 2050 Fund
|
SWNRX
|
Schwab
Target 2055 Fund
|
SWORX
|
February 25, 2016
The Statement of Additional Information (SAI) is
not a prospectus. It should be read in conjunction with each fund’s prospectus dated February 25, 2016 (each as amended from time to time).
The funds’ audited financial statements and
the report of the independent registered public accounting firm thereon from the funds’ annual reports for the fiscal year ended October 31, 2015, are incorporated by reference into this SAI.
For a free copy of these documents or to request
other information or ask questions about the funds, call Schwab Funds
®
at 1-800-435-4000. For TDD service call 1-800-345-2550. In addition, you may
visit the Schwab Funds’ website at: http://www.csimfunds.com/schwabfunds_prospectus for a free copy of a prospectus, SAI or an annual or semi-annual report.
Each fund is a series of Schwab Capital Trust (the
trust). The funds are part of the Schwab complex of funds (Schwab Funds).
INVESTMENT OBJECTIVES
The
Schwab Balanced Fund™
seeks capital growth and income.
The
Schwab
MarketTrack All Equity Portfolio™
seeks high capital growth through an all-stock portfolio.
The
Schwab
MarketTrack Growth Portfolio™
seeks high capital growth with less volatility than an all-stock portfolio.
The
Schwab
MarketTrack Balanced Portfolio™
seeks both capital growth and income.
The
Schwab
MarketTrack Conservative Portfolio™
seeks income and more growth potential than an all-bond portfolio.
The
Schwab MarketTrack All Equity Portfolio
,
Schwab MarketTrack Growth Portfolio
,
Schwab MarketTrack Balanced Portfolio
, and
Schwab MarketTrack Conservative Portfolio
are referred to collectively as the “
MarketTrack Portfolios
®
.”
The
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 and Schwab Target 2055 Fund
each
seeks to provide capital appreciation and income consistent with its current asset allocation.
The
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 2050 Fund and Schwab Target 2055 Fund
are referred to collectively as the “
Schwab Target Funds
.”
Change of Investment Objective
The investment objective for each fund may be
changed only by vote of a majority of its outstanding voting shares. A majority of the outstanding voting shares of a fund means the affirmative vote of the lesser of: (a) 67% or more of the voting shares represented at the meeting, if more than 50%
of the outstanding voting shares of the fund are represented at the meeting or (b) more than 50% of the outstanding voting shares of a fund. There is no guarantee that a fund will achieve its investment objective.
Change of Investment Strategy
While it is the Schwab MarketTrack All Equity
Portfolio’s target allocation to invest 100% in stock investments, it is the portfolio’s policy that, under normal circumstances, it will invest at least 80% of its net assets in stock investments. The portfolio will notify its
shareholders at least 60 days before changing this policy. For purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes.
Investment Strategies
The Schwab Balanced Fund, under
normal circumstances, will invest at least 25% of its assets in equity securities, equity funds or investments with similar economic characteristics and at least 25% of its assets in fixed income securities, fixed income funds or investments with
similar economic characteristics. For purposes of this policy, assets mean net assets plus the amount of any borrowings for investment purposes. The Schwab Balanced Fund seeks to achieve its investment objective by generally investing in a
diversified group of other Schwab and/or Laudus Funds in accordance with its target portfolio allocation. These underlying funds invest their assets directly in equity, fixed income, cash and cash equivalents (including money market funds) in
accordance with their own investment objectives and policies. The fund intends to invest in a combination of underlying funds; however, the fund may invest a portion of its assets directly in equity and fixed income securities, as well as other
unaffiliated mutual funds or exchange-traded funds (ETFs) to maintain its asset allocations. These investments and the risks normally associated with these investments are discussed below.
Each MarketTrack Portfolio seeks
to maintain a defined mix of asset classes over time, and each invests mainly in a combination of other Schwab Funds, including Schwab index funds which are managed using a variety of indexing strategies. The MarketTrack Portfolios may invest in
various types of underlying funds, which are summarized below. Not all underlying funds discussed below are eligible investments for each MarketTrack Portfolio. Each MarketTrack Portfolio also may invest in securities other than shares of Schwab
Funds, such as stocks, bonds, ETFs and cash equivalents including money market securities, and engage in certain investment techniques.
Each Schwab Target Fund seeks to achieve its
investment objective by investing primarily in a combination of other Schwab Funds and Laudus Funds. Each Schwab Target Fund may also invest in unaffiliated third party mutual funds. Each Schwab Target Fund invests in the underlying funds in
accordance with its target portfolio allocation. These underlying funds invest their assets directly in equity, fixed income, cash and cash equivalents (including money market funds) in accordance with their own investment objectives and policies.
For each target fund, the target asset allocation will be adjusted annually based on the adviser’s asset allocation strategy. In general, each target fund’s allocation to equity securities will decrease and its allocation to fixed income
securities will increase as the fund approaches its target retirement date. At the stated target date, each target year fund’s allocation will be approximately 40% equity securities, 54% fixed income securities and 6% cash and cash equivalents
(including money market funds). Each Schwab Target Fund will continue to reduce its allocation to equity securities for 20 years beyond the fund’s stated target date. Each fund intends to invest in a combination of underlying funds; however,
each fund may invest directly in equity and fixed income securities, ETFs and money market securities. These investments and the risks normally associated with these investments are discussed below.
Mutual Funds
(open-end mutual funds) are registered investment companies that issue and redeem their shares on a continuous basis.
Closed-end funds
are registered investment companies
that offer a fixed number of shares and are usually listed on an exchange. These funds generally offer investors the advantages of diversification and professional investment management, by combining shareholders’ money and investing it in
various types of securities, such as stocks, bonds and money market securities. These funds also make various investments and use certain techniques to enhance their performance. These may include entering into delayed-delivery and when-issued
securities transactions or swap agreements; buying and selling futures contracts, illiquid and restricted securities and repurchase agreements; and borrowing or lending money and/or portfolio securities. The risks of investing in these funds
generally reflect the risks of the securities in which these funds invest and the investment techniques they may employ. Also, these funds charge fees and incur operating expenses. Each MarketTrack Portfolio will normally invest at least 50% of its
assets in other Schwab Funds that are registered open-end investment companies.
Equity Funds
typically seek growth of capital and invest primarily in equity securities. Other investments generally include debt securities, such as U.S. government securities, and some illiquid and restricted securities. Equity funds typically may enter into
delayed-delivery or when-issued securities transactions, repurchase agreements, swap agreements and futures and options contracts. Some equity funds invest exclusively in equity securities and may focus on a specialized segment of the stock market,
like stocks of small companies or foreign issuers, or may focus on a specific industry or group of industries. The greater a fund’s investment in stock, the greater exposure it will have to stock risk and stock market risk. Stock risk is the
risk that a stock may decline in price over the short or long term. When a stock’s price declines, its market value is lowered even though the intrinsic value of the company may not have changed. Some stocks, like small company and
international stocks, are more sensitive to stock risk than others. Diversifying investments across companies can help to lower the stock risk of a portfolio. Market risk is typically the result of a negative economic condition that affects the
value of an entire class of securities, such as stocks or bonds. Diversification among various asset classes, such as stocks, bonds and cash, can help to lower the market risk of a portfolio. The underlying equity fund(s) that the MarketTrack
Portfolios, Schwab Balanced Fund and Schwab Target Funds may currently invest in are listed in each fund’s prospectus. An equity fund’s other investments and use of investment techniques also will affect its performance and portfolio
value.
Small-Cap Equity Funds
typically seek capital growth and invest primarily in equity securities of companies with smaller market capitalizations. Small-cap equity funds generally make similar types of investments and employ similar types of
techniques as other equity funds, except that they focus on stocks issued by companies at the lower end of the total capitalization of the U.S. stock market. These stocks tend to be more volatile than stocks of companies of larger capitalized
companies. Small-cap equity funds, therefore, tend to be more volatile than equity funds that invest in
mid- or large-cap stocks, and are
normally recommended for long-term investors. The underlying small-cap equity fund(s) that the MarketTrack Portfolios, Schwab Balanced Fund and Schwab Target Funds may currently invest in are listed in each fund’s prospectus. For a more
detailed discussion of the risks of small-cap stocks, please refer to “Equity Securities” later in the document.
International Equity Funds
typically seek capital growth and invest primarily in equity securities of foreign issuers. Global equity funds invest primarily in equity securities of both domestic and foreign issuers. International and global equity
funds generally make similar types of investments and employ similar types of investment techniques as other equity funds, except they focus on stocks of foreign issuers. Some international and global equity funds invest exclusively in foreign
securities. Some of these funds may invest in securities of issuers located in emerging or developing securities markets. These funds have greater exposure to the risks associated with international investing. International and global equity funds
also may invest in foreign currencies and depositary receipts and enter into futures and options contracts on foreign currencies and forward foreign currency exchange contracts. The underlying international equity fund(s) that the MarketTrack
Portfolios and Schwab Target Funds may currently invest in are listed in each fund’s prospectus. For a more detailed discussion of the risks of international stocks, please refer to “Foreign Securities” later in the
document.
Fixed Income Funds
typically seek high current income by investing primarily in debt securities, including U.S. government securities, corporate bonds, stripped securities and mortgage- and asset-backed securities. Other investments may
include some illiquid and restricted securities. Fixed income funds typically may enter into delayed-delivery or when-issued securities transactions, repurchase agreements, swap agreements and futures contracts. Fixed income funds are subject to
interest rate and income risks as well as credit and prepayment risks. When interest rates fall, the prices of debt securities generally rise, which may affect the values of fixed income funds and their yields. For example, when interest rates fall,
issuers tend to pre-pay their outstanding debts and issue new ones paying lower interest rates. A fixed income fund holding these securities would be forced to invest the principal received from the issuer in lower yielding debt securities.
Conversely, in a rising interest rate environment, prepayment on outstanding debt securities generally will not occur. This risk is known as extension risk and may affect the value of a fixed income fund if the value of its securities are
depreciated as a result of the higher market interest rates. In addition, when interest rates rise, bond prices fall as a general rule. This means that the value of an investor’s shares in a fixed income fund could decline in response to a
rise in interest rates. Fixed income funds also are subject to the risk that the issuers of the securities in their portfolios will not make timely interest and/or principal payments or fail to make them at all. The underlying bond fund(s) that the
MarketTrack Portfolios, Schwab Balanced Fund and Schwab Target Funds may currently invest in are listed in each fund’s prospectus. For a more detailed discussion of the risks of bonds, please refer to “Debt Securities” later in the
document.
Money Market Funds
typically seek current income by investing in money market securities. Certain money market funds seek a stable share price of $1.00,
while others have a share price that
fluctuates. Money market securities include commercial paper and short-term U.S. government securities, certificates of deposit, bankers’ acceptances and repurchase agreements. Some money market securities may be illiquid or restricted
securities or purchased on a delayed-delivery or when-issued basis. The underlying money market fund(s) that the MarketTrack Portfolios, Schwab Balanced Fund and Schwab Target Funds may currently invest in is listed in each fund’s prospectus.
For a more detailed discussion of the risks of money market securities, please refer to “Money Market Securities” later in the document.
Investments, Securities And Risks
The different types of investments that the
underlying funds typically may invest in, the investment techniques they may use and the risks normally associated with these investments are also discussed below. The following investment strategies, risks and limitations supplement those set forth
in the prospectus and may be changed without shareholder approval unless otherwise noted. Also, policies and limitations that state a maximum percentage of assets that may be invested in a security or other asset, or that set forth a quality
standard, shall be measured immediately after and as a result of a fund’s acquisition of such security or asset unless otherwise noted. Thus, any subsequent change in values, net assets or other circumstances does not require a fund to sell an
investment if it could not then make the same investment. Not all investment securities or techniques discussed below are eligible investments for each fund.
Each of the Schwab Balanced Fund,
MarketTrack Portfolios, and Schwab Target Funds also may invest in securities other than shares of underlying funds, such as stocks, bonds, ETFs and money market securities, and engage in certain investment techniques, which are outlined below. For
purposes of the descriptions below, references to “a fund” or “the funds” include each portfolio of the MarketTrack Portfolios as well as the Schwab Balanced Fund, and Schwab Target Funds. Not all securities or techniques
discussed below are eligible investments for each fund.
Borrowing.
A fund
may borrow for temporary or emergency purposes; for example, a fund may borrow at times to meet redemption requests rather than sell portfolio securities to raise the necessary cash. A fund’s borrowings will be subject to interest costs.
Borrowing can also involve leveraging when securities are purchased with the borrowed money. Leveraging creates interest expenses that can exceed the income from the assets purchased with the borrowed money. In addition, leveraging may magnify
changes in the net asset value of a fund’s shares and in its portfolio yield. A fund will earmark or segregate assets to cover such borrowings in accordance with positions of the Securities and Exchange Commission (SEC). If assets used to
secure a borrowing decrease in value, a fund may be required to pledge additional collateral to avoid liquidation of those assets.
A fund may establish lines-of-credit (lines) with
certain banks by which it may borrow funds for temporary or emergency purposes. A borrowing is presumed to be for temporary or emergency purposes if it is repaid by a fund within 60 days and is not extended or renewed. Each fund may use the lines to
meet large or unexpected redemptions that would otherwise force a fund to liquidate securities under circumstances which are unfavorable to a fund’s remaining shareholders. Each fund will pay fees to the banks for using its lines.
Build America Bonds
are taxable municipal bonds with federal subsidies for a portion of the issuer’s borrowing costs. Build America Bonds were issued through the Build America Bond program, which was created as part of the American
Recovery and Reinvestment Act of 2009 (the Act). The objective of the program was to reduce the borrowing costs of state and local governments. Because the Act was not extended beyond its expiration date on December 31, 2010, tax subsidies will not
apply to Build America Bonds issued following such date (if any). However, Build America Bonds outstanding and issued before such date remain eligible for the federal interest rate subsidy, which continues for the life of the Build America
Bonds.
If a fund holds Build
America Bonds, the fund may be eligible to receive a federal income tax credit; however, the issuer of a Build America Bond may instead elect to receive a cash payment directly from the federal government in lieu of holders such as the fund
receiving a tax credit. The interest on Build America Bonds is taxable for federal income tax purposes and will be distributed to shareholders as taxable ordinary income. For any tax credit Build America Bond held by a fund, the fund may elect to
pass through to its shareholders any tax credits from those bonds that otherwise would be allowed to the fund. These tax credits can generally be used to offset U.S. federal income taxes and the federal alternative minimum tax, but such credits are
generally not refundable. Any unused credits may be carried forward to succeeding taxable years.
Concentration
means
that substantial amounts of assets are invested in a particular industry or group of industries. Concentration increases investment exposure to industry risk. For example, the automobile industry may have a greater exposure to a single factor, such
as an increase in the price of oil, which may adversely affect the sale of automobiles and, as a result, the value of the industry’s securities. Certain underlying funds may concentrate their investments in a particular industry or group of
industries.
Debt Securities
are obligations issued by domestic and foreign entities, including governments and corporations, to raise money. They are basically “IOUs,” but are commonly referred to as bonds or money market securities.
These securities normally require the issuer to pay a fixed-, variable- or floating-rate of interest on the amount of money borrowed (the principal) until it is paid back upon maturity.
Debt securities experience price changes when
interest rates change. For example, when interest rates fall, the prices of debt securities generally rise. Conversely, when interest rates rise, the prices of debt securities generally fall.
Certain debt securities have call features that
allow the issuer to redeem their outstanding debts prior to final maturity. Depending on the call feature, an issuer may pre-pay its outstanding debts and issue new ones paying lower interest rates. This is more likely to occur in a falling interest
rate environment. In a rising interest rate environment,
prepayment on outstanding debt securities is less likely to occur.
This is known as extension risk and may cause the value of debt securities to depreciate as a result of the higher market interest rates. Typically, longer-maturity securities react to interest rate changes more severely than shorter-term securities
(all things being equal), but generally offer greater rates of interest. If an issuer redeems its debt securities prior to final maturity, a fund may have to replace those securities with lower yielding securities, which could result in a lower
return.
A change in the Federal Reserve's
monetary policy (or that of other central banks) or improving economic conditions, among other things, may lead to an increase in interest rates, which could significantly impact the value of debt securities in which a fund invests. Some debt
securities, such as bonds with longer durations, are more sensitive to interest rate changes than others and may experience an immediate and considerable reduction in value if interest rates rise. Longer duration securities tend to be more volatile
than shorter duration securities. As the values of debt securities in a fund’s portfolio adjust to a rise in interest rates, a fund’s share price may fall. In the event that a fund holds a large portion of its portfolio in longer
duration securities when interest rates increase, the share price of the fund may fall significantly.
Debt securities also are subject to the risk that
the issuers will not make timely interest and/or principal payments or fail to make them at all. This is called credit risk. Corporate debt securities (bonds) tend to have higher credit risk generally than U.S. government debt securities. Debt
securities also may be subject to price volatility due to market perception of future interest rates, the creditworthiness of the issuer and general market liquidity (market risk). Investment-grade debt securities are considered medium- and/or
high-quality securities, although some still possess varying degrees of speculative characteristics and risks. Debt securities rated below investment-grade are riskier, but may offer higher yields. These securities are sometimes referred to as high
yield securities or “junk bonds.”
Corporate bonds are debt securities issued by
corporations. Although a higher return is expected from corporate bonds, these securities, while subject to the same general risks as U.S. government securities, are subject to greater credit risk than U.S. government securities. Their prices may be
affected by the perceived credit quality of their issuer.
Depositary Receipts
include American Depositary Receipts (ADRs) as well as other “hybrid” forms of ADRs, including European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs), and are certificates evidencing ownership of shares of a foreign
issuer. Depositary receipts may be sponsored or unsponsored. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian
bank or similar financial institution in the issuer’s home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to many of the risks associated with investing directly in
foreign securities.
Investments in the securities of
foreign issuers may subject a fund to investment risks that differ in some respects from those related to investments in securities of U.S. issuers. Such risks include future adverse political and economic developments; withholding taxes on income,
or possible imposition of withholding taxes on income; possible seizure, nationalization or expropriation of foreign deposits; possible establishment of exchange controls; or taxation at the source or greater fluctuation in value due to changes in
exchange rates. Foreign issuers of securities often engage in business practices different from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers. In addition, foreign issuers
are, generally speaking, subject to less government supervision and regulation and different accounting treatment than are those in the United States. Please see the section titled “Foreign Securities” for more detail.
Although the two types of depositary receipt
facilities (unsponsored or sponsored) are similar, there are differences regarding a holder’s rights and obligations and the practices of market participants. A depository may establish an unsponsored facility without participation by (or
acquiescence of) the underlying issuer; typically, however, the depository requests a letter of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of
the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions, and the performance of other
services. The depository of an unsponsored
facility frequently is under no obligation to distribute
shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.
Sponsored depositary receipt facilities are created
in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and
responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the
depository), although most sponsored depositary receipts holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting instructions, and
other shareholder communications and information to the depositary receipt holders at the underlying issuer’s request.
Derivative Instruments
are commonly defined to include securities or contracts whose values depend on (or “derive” from) the value of one or more other assets such as securities, currencies, or commodities. These “other
assets” are commonly referred to as “underlying assets.”
A derivative instrument generally
consists of, is based upon, or exhibits characteristics similar to options or forward contracts. Options and forward contracts are considered to be the basic “building blocks” of derivatives. For example, forward-based derivatives
include forward contracts, as well as exchange-traded futures. Option-based derivatives include privately negotiated, over-the-counter OTC options (including caps, floors, collars, and options on forward and swap contracts) and exchange-traded
options on futures. Diverse types of derivatives may be created by combining options or forward contracts in different ways, and applying these structures to a wide range of underlying assets.
Risk management strategies include investment
techniques designed to facilitate the sale of portfolio securities, manage the average duration of the portfolio or create or alter exposure to certain asset classes, such as equity, other debt or foreign securities.
In addition to the derivative instruments and
strategies described in this SAI, the investment adviser expects to discover additional derivative instruments and other investment, hedging or risk management techniques. The investment adviser may utilize these new derivative instruments and
techniques to the extent that they are consistent with a fund’s investment objective and permitted by a fund’s investment limitations, operating policies, and applicable regulatory authorities.
The Commodity Futures
Trading Commission (CFTC) regulates the trading of commodity interests, including certain futures contracts, options, and swaps in which a fund may invest. A fund that invests in commodity interests is subject to certain CFTC regulatory
requirements, including certain limits on its trades in futures contracts, options and swaps to qualify for certain exclusions or exemptions from registration requirements. The trust, on behalf of each fund, has filed a notice of eligibility for
exclusion from the definition of the term “commodity pool operator” (CPO) under the Commodity Exchange Act, as amended (CEA), with respect to each fund’s operation. Therefore, each fund and its investment adviser are not subject to
regulation as a commodity pool or CPO under the CEA and the investment adviser is not subject to registration as a CPO. If a fund were no longer able to claim the exclusion, the fund’s investment adviser may be required to register as a CPO
and the fund and its investment adviser would be subject to regulation as a commodity pool or CPO under the CEA. If a fund or its investment adviser is subject to CFTC regulation, it may incur additional expenses.
Forward Contracts
are sales contracts between a buyer (holding the “long” position), and the seller (holding the “short” position) for an asset with delivery deferred to a future date. The buyer agrees to pay a fixed price at the agreed future
date and the seller agrees to deliver the asset. The seller hopes that the market price on the delivery date is less than the agreed upon price, while the buyer hopes for the contrary. The change in value of a forward-based derivative generally is
roughly proportional to the change in value of the underlying asset.
Futures Contracts
are instruments that represent an agreement between two parties that obligates one party to buy, and the other party to sell, specific instruments at an agreed-upon price on a stipulated future date. In the case of futures contracts relating to an
index or otherwise not calling for physical delivery at the close of the transaction, the parties usually agree to deliver the final cash settlement price of the contract. A fund may purchase and sell futures contracts
based on securities, securities indices and foreign currencies,
interest rates, or any other futures contracts traded on U.S. exchanges or boards of trade that the CFTC licenses and regulates on foreign exchanges. Although positions are usually marked to market on a daily basis with an intermediary (executing
broker), there remains a credit risk with the futures exchange.
A fund must maintain a small portion of its assets
in cash to process shareholder transactions and to pay its expenses. To reduce the effect this otherwise uninvested cash would have on its performance, a fund may purchase futures contracts. Such transactions allow a fund’s cash balance to
produce a return similar to that of the underlying security or index on which the futures contract is based. Also, a fund may purchase or sell futures contracts on a specified foreign currency to “fix” the price in U.S. dollars of the
foreign security it has acquired or sold or expects to acquire or sell. A fund may enter into futures contracts for other reasons as well.
When buying or selling futures contracts, a fund
must place a deposit with its broker equal to a fraction of the contract amount. This amount is known as “initial margin” and must be in the form of liquid debt instruments, including cash, cash-equivalents and U.S. government
securities. Subsequent payments to and from the broker, known as “variation margin” may be made daily, if necessary, as the value of the futures contracts fluctuate. This process is known as “marking-to-market.” The margin
amount will be returned to a fund upon termination of the futures contracts assuming all contractual obligations are satisfied. Because margin requirements are normally only a fraction of the amount of the futures contracts in a given transaction,
futures trading can involve a great deal of leverage. In order to avoid this, a fund will earmark or segregate assets for any outstanding futures contracts as may be required under the federal securities laws.
While a fund may purchase and sell futures
contracts in order to simulate full investment, there are risks associated with these transactions. Adverse market movements could cause a fund to experience substantial losses when buying and selling futures contracts. Of course, barring
significant market distortions, similar results would have been expected if a fund had instead transacted in the underlying securities directly. There also is the risk of losing any margin payments held by a broker in the event of its bankruptcy.
Additionally, a fund incurs transaction costs (i.e. brokerage fees) when engaging in futures trading. To the extent a fund also invests in futures in order to simulate full investment, these same risks apply.
When interest rates are rising or securities prices
are falling, a fund may seek, through the sale of futures contracts, to offset a decline in the value of its current portfolio securities. When rates are falling or prices are rising, a fund, through the purchase of futures contracts, may attempt to
secure better rates or prices than might later be available in the market when they effect anticipated purchases. Similarly, a fund may sell futures contracts on a specified currency to protect against a decline in the value of that currency and its
portfolio securities that are denominated in that currency. A fund may purchase futures contracts on a foreign currency to fix the price in U.S. dollars of a security denominated in that currency that a fund has acquired or expects to acquire.
Futures contracts normally require actual delivery
or acquisition of an underlying security or cash value of an index on the expiration date of the contract. In most cases, however, the contractual obligation is fulfilled before the date of the contract by buying or selling, as the case may be,
identical futures contracts. Such offsetting transactions terminate the original contracts and cancel the obligation to take or make delivery of the underlying securities or cash. There may not always be a liquid secondary market at the time a fund
seeks to close out a futures position. If a fund is unable to close out its position and prices move adversely, a fund would have to continue to make daily cash payments to maintain its margin requirements. If a fund had insufficient cash to meet
these requirements it may have to sell portfolio securities at a disadvantageous time or incur extra costs by borrowing the cash. Also, a fund may be required to make or take delivery and incur extra transaction costs buying or selling the
underlying securities. A fund seeks to reduce the risks associated with futures transactions by buying and selling futures contracts that are traded on national exchanges or for which there appears to be a liquid secondary market.
With respect to futures contracts that are not
legally required to “cash settle,” a fund may cover the open position by setting aside or earmarking liquid assets in an amount equal to the market value of the futures contracts. With respect to futures contracts that are required to
“cash settle,” however, a fund is permitted to set aside or earmark liquid assets in an amount equal to the fund’s daily marked to market (net) obligation, if any, (in other words, the fund’s daily net
liability, if any) rather than the market value of the futures
contracts. By setting aside assets or earmarking equal to only its net obligation under cash-settled futures, a fund will have the ability to employ leverage to a greater extent than if the fund were required to set aside or earmark assets equal to
the full market value of the futures contract.
Options Contracts
generally provide the right to buy or sell a security, commodity, futures contract or foreign currency in exchange for an agreed upon price. If the right is not exercised after a specified period, the option expires and the option buyer forfeits the
money paid to the option seller.
A
call option gives the buyer the right to buy a specified number of shares of a security at a fixed price on or before a specified date in the future. For this right, the call option buyer pays the call option seller, commonly called the call option
writer, a fee called a premium. Call option buyers are usually anticipating that the price of the underlying security will rise above the price fixed with the call writer, thereby allowing them to profit. If the price of the underlying security does
not rise, the call option buyer’s losses are limited to the premium paid to the call option writer. For call option writers, a rise in the price of the underlying security will be offset, in part, by the premium received from the call option
buyer. If the call option writer does not own the underlying security, however, the losses that may ensue if the price rises could be potentially unlimited. If the call option writer owns the underlying security or commodity, this is called writing
a covered call. All call and put options written by a fund will be covered, which means that a fund will own the securities subject to the option so long as the option is outstanding or a fund will earmark or segregate assets for any outstanding
option contracts.
A put option is the opposite of a
call option. It gives the buyer the right to sell a specified number of shares of a security at a fixed price on or before a specified date in the future. Put option buyers are usually anticipating a decline in the price of the underlying security,
and wish to offset those losses when selling the security at a later date. All put options a fund writes will be covered, which means that a fund will earmark or segregate cash, U.S. government securities or other liquid securities with a value at
least equal to the exercise price of the put option, or will otherwise “cover” its position as required by the Investment Company Act of 1940, as amended (the 1940 Act) (e.g., the fund will hold a put option on the same underlying
security with the same or higher strike price). The purpose of writing such options is to generate additional income for a fund. However, in return for the option premium, a fund accepts the risk that it may be required to purchase the underlying
securities at a price in excess of the securities’ market value at the time of purchase.
A fund may purchase and write put and call options
on any securities in which it may invest or any securities index or basket of securities based on securities in which it may invest. In addition, a fund may purchase and sell foreign currency options and foreign currency futures contracts and
related options. A fund may purchase and write such options on securities that are listed on domestic or foreign securities exchanges or traded in the over-the-counter market. Like futures contracts, option contracts are rarely exercised. Option
buyers usually sell the option before it expires. Option writers may terminate their obligations under a written call or put option by purchasing an option identical to the one it has written. Such purchases are referred to as “closing
purchase transactions.” A fund may enter into closing sale transactions in order to realize gains or minimize losses on options it has purchased or written.
An exchange-traded currency option position may be
closed out only on an options exchange that provides a secondary market for an option of the same series. Although a fund generally will purchase or write only those options for which there appears to be an active secondary market, there is no
assurance that a liquid secondary market will exist for any particular option or at any particular time. If a fund is unable to effect a closing purchase transaction with respect to options it has written, it will not be able to sell the underlying
securities or dispose of assets earmarked or held in a segregated account until the options expire or are exercised. Similarly, if a fund is unable to effect a closing sale transaction with respect to options it has purchased, it would have to
exercise the options in order to realize any profit and will incur transaction costs upon the purchase or sale of underlying securities.
Reasons for the absence of a
liquid secondary market on an exchange include the following: (1) there may be insufficient trading interest in certain options; (2) an exchange may impose restrictions on opening transactions or closing transactions or both; (3) trading halts,
suspensions or other restrictions may be imposed with respect to particular classes or series of options; (4) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (5) the facilities of an exchange or the Options
Clearing Corporation (OCC) may not at all times be
adequate to handle current trading volume; or (6) one or more
exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), although outstanding options on that exchange that had been issued by the
OCC as a result of trades on that exchange would continue to be exercisable in accordance with their terms.
The ability to terminate over-the-counter options
is more limited than with exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their obligations. Until such time as the staff of the SEC changes its position, a fund will treat
purchased over-the-counter options and all assets used to cover written over-the-counter options as illiquid securities, except that with respect to options written with primary dealers in U.S. government securities pursuant to an agreement
requiring a closing purchase transaction at a formula price, the amount of illiquid securities may be calculated with reference to a formula the staff of the SEC approves.
Options trading involves additional risks because
of the low margin deposits required and the extremely high degree of leverage that options trading may involve. There may be imperfect correlation between the change in market value of the securities held by a fund and the prices of the options,
possible lack of a liquid secondary market, and the resulting inability to close such positions prior to their maturity dates.
A fund may write or purchase an option only when
the market value of that option, when aggregated with the market value of all other options transactions made on behalf of a fund, does not exceed 5% of its net assets.
Puts
are
agreements that allow the buyer to sell a security at a specified price and time to the seller or “put provider.” When a fund buys a security with a put feature, losses could occur if the put provider does not perform as agreed. If a put
provider fails to honor its commitment upon a fund’s attempt to exercise the put, a fund may have to treat the security’s final maturity as its effective maturity. If that occurs, the security’s price may be negatively impacted,
and its sensitivity to interest rate changes may be increased, possibly contributing to increased share price volatility for a fund. This also could lengthen a fund’s overall average effective maturity. Standby commitments are types of
puts.
Diversification
involves investing in a wide range of securities and thereby spreading and reducing the risks of investment. Each fund is a series of an open-end investment management company. Each fund is a diversified mutual
fund.
Emerging or Developing Markets
exist in countries that are considered to be in the initial stages of industrialization. The risks of investing in these markets are similar to the risks of international investing in general, although the risks are
greater in emerging and developing markets. Countries with emerging or developing securities markets tend to have economic structures that are less stable than countries with developed securities markets. This is because their economies may be based
on only a few industries and their securities markets may trade a small number of securities. Prices on these exchanges tend to be volatile, and securities in these countries historically have offered greater potential for gain (as well as loss)
than securities of companies located in developed countries.
A fund’s investments in emerging markets can
be considered speculative, and therefore may offer higher potential for gains and losses than investments in developed markets of the world. With respect to an emerging country, there may be a greater potential for nationalization, expropriation or
confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or investments in such countries. The economies of developing
countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange or currency controls, managed adjustments in relative currency values and other
protectionist measures imposed or negotiated by the countries with which they trade.
In addition to the risks of investing in emerging
market country debt securities, a fund’s investment in government or government-related securities of emerging market countries and restructured debt instruments in emerging markets are subject to special risks, including the inability or
unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt, and requests to extend additional loan amounts. A fund may have limited recourse in the event of default on such debt instruments.
Equity Securities
represent ownership interests in a company, and are commonly called “stocks.” Equity securities historically have outperformed most other securities, although their prices can fluctuate based on changes
in a company’s financial condition, market conditions and political, economic or even company-specific news. When a stock’s price declines, its market value is lowered even though the intrinsic value of the company may not have changed.
Sometimes factors, such as economic conditions or political events, affect the value of stocks of companies of the same or similar industry or group of industries, and may affect the entire stock market.
Types of equity securities include
common stocks, preferred stocks, convertible securities, rights and warrants, ADRs, GDRs, EDRs, interests in real estate investment trusts and business development companies (for more information on real estate investment trusts (REITs), see the
section entitled “Real Estate Investment Trusts”).
Common stocks
,
which are probably the most recognized type of equity security, represent an equity or ownership interest in an issuer and usually entitle the owner to voting rights in the election of the corporation’s directors and any other matters
submitted to the corporation’s shareholders for voting, as well as to receive dividends on such stock. The market value of common stock can fluctuate widely, as it reflects increases and decreases in an issuer’s earnings. In the event an
issuer is liquidated or declares bankruptcy, the claims of bond owners, other debt holders and owners of preferred stock take precedence over the claims of common stock owners.
Common stocks are typically categorized by their
market capitalization as large-, mid- or small-cap. Small-cap stocks include common stocks issued by operating companies with market capitalizations that place them at the lower end of the stock market, as well as the stocks of companies that are
determined to be small based on several factors, including the capitalization of the company and the amount of revenues. Historically, small-cap company stocks have been riskier than stocks issued by large- or mid-cap companies for a variety of
reasons. Small-cap companies may have less certain growth prospects and are typically less diversified and less able to withstand changing economic conditions than larger capitalized companies. Small-cap companies also may have more limited product
lines, markets or financial resources than companies with larger capitalizations, and may be more dependent on a relatively small management group. In addition, small-cap companies may not be well known to the investing public, may not have
institutional ownership and may have only cyclical, static or moderate growth prospects. Most small-cap company stocks pay low or no dividends.
These factors and others may cause sharp changes in
the value of a small-cap company’s stock, and even cause some small-cap companies to fail. Additionally, small-cap stocks may not be as broadly traded as large- or mid-cap stocks, and a fund’s positions in securities of such companies
may be substantial in relation to the market for such securities. Accordingly, it may be difficult for a fund to dispose of securities of these small-cap companies at prevailing market prices in order to meet redemptions. This lower degree of
liquidity can adversely affect the value of these securities. For these reasons and others, the value of a fund’s investments in small-cap stocks is expected to be more volatile than other types of investments, including other types of stock
investments. While small-cap stocks are generally considered to offer greater growth opportunities for investors, they involve greater risks and the share price of a fund that invests in small-cap stocks may change sharply during the short term and
long term.
Preferred stocks
represent an equity or ownership interest in an issuer but do not ordinarily carry voting rights, though they may carry limited voting rights. Preferred stocks normally have preference over the corporation’s assets
and earnings, however. For example, preferred stocks have preference over common stock in the payment of dividends. Preferred stocks normally pay dividends at a specified rate. However, preferred stock may be purchased where the issuer has omitted,
or is in danger of omitting, payment of its dividend. Such investments would be made primarily for their capital appreciation potential. In the event an issuer is liquidated or declares bankruptcy, the claims of bond owners take precedence over the
claims of preferred and common stock owners. Certain classes of preferred stock are convertible into shares of common stock of the issuer. By holding convertible preferred stock, a fund can receive a steady stream of dividends and still have the
option to convert the preferred stock to common stock. Preferred stock is subject to many of the same risks as common stock and debt securities.
Convertible securities
are typically preferred stocks or bonds that are exchangeable for a specific number of another form of security (usually the issuer’s common stock) at a specified price or ratio. A convertible security generally
entitles the holder to receive interest paid or accrued on bonds or the dividend paid on preferred stock until the
convertible security matures or is redeemed, converted or
exchanged. A corporation may issue a convertible security that is subject to redemption after a specified date, and usually under certain circumstances. A holder of a convertible security that is called for redemption would be required to tender it
for redemption to the issuer, convert it to the underlying common stock or sell it to a third party. The convertible structure allows the holder of the convertible bond to participate in share price movements in the company’s common stock. The
actual return on a convertible bond may exceed its stated yield if the company’s common stock appreciates in value and the option to convert to common stocks becomes more valuable.
Convertible securities typically pay a lower
interest rate than nonconvertible bonds of the same quality and maturity because of the conversion feature. Convertible securities are also rated below investment grade (high yield) or are not rated, and are subject to credit risk.
Prior to conversion, convertible securities have
characteristics and risks similar to nonconvertible debt and equity securities. In addition, convertible securities are often concentrated in economic sectors, which, like the stock market in general, may experience unpredictable declines in value,
as well as periods of poor performance, which may last for several years. There may be a small trading market for a particular convertible security at any given time, which may adversely impact market price and a fund’s ability to liquidate a
particular security or respond to an economic event, including deterioration of an issuer’s creditworthiness.
Convertible preferred stocks are
nonvoting equity securities that pay a fixed dividend. These securities have a conversion feature similar to convertible bonds, but do not have a maturity date. Due to their fixed income features, convertible securities provide higher income
potential than the issuer’s common stock, but typically are more sensitive to interest rate changes than the underlying common stock. In the event of a company’s liquidation, bondholders have claims on company assets senior to those of
shareholders; preferred shareholders have claims senior to those of common shareholders.
Convertible securities typically trade at prices
above their conversion value, which is the current market value of the common stock received upon conversion, because of their higher yield potential than the underlying common stock. The difference between the conversion value and the price of a
convertible security will vary depending on the value of the underlying common stock and interest rates. When the underlying value of the common stocks declines, the price of the issuer’s convertible securities will tend not to fall as much
because the convertible security’s income potential will act as a price support. While the value of a convertible security also tends to rise when the underlying common stock value rises, it will not rise as much because its conversion value
is more narrow. The value of convertible securities also is affected by changes in interest rates. For example, when interest rates fall, the value of convertible securities may rise because of their fixed income component.
Initial Public Offering
(IPO). A fund may purchase shares issued as part of, or a short period after, a company's IPO, and may at times dispose of those shares shortly after their acquisition. A fund’s purchase of shares issued in IPOs
exposes it to the risks associated with companies that have little operating history as public companies, as well as to the risks inherent in those sectors of the market where these new issuers operate. The market for IPO issuers has been volatile,
and share prices of newly-public companies have fluctuated significantly over short periods of time.
Master Limited Partnerships
(MLPs). MLPs are limited partnerships in which the common units are publicly traded. MLP common units are freely traded on a securities exchange or in the over-the-counter market and are generally registered with the SEC.
MLPs often own several properties or businesses (or own interests) that are related to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects. MLPs generally have
two classes of owners, the general partner and limited partners. The general partner is typically owned by a major energy company, an investment fund, the direct management of the MLP or is an entity owned by one or more of such parties. The general
partner may be structured as a private or publicly traded corporation or other entity. The general partner typically controls the operations and management of the MLP through an up to 2% equity interest in the MLP plus, in many cases, ownership of
common units and subordinated units. Limited partners own the remainder of the partnership, through ownership of common units, and have a limited role, if any, in the partnership’s operations and management.
MLPs are typically structured such
that common units and general partner interests have first priority to receive quarterly cash distributions up to an established minimum amount (minimum quarterly distributions). Common and general partner interests also accrue arrearages in
distributions to the extent the minimum quarterly distribution is not paid. Once common and general partner interests have been paid, subordinated units receive distributions of up to the minimum quarterly distribution; however, subordinated units
do not accrue arrearages. Distributable cash in excess of the minimum quarterly distribution paid to both common and subordinated units is distributed to both common and subordinated units generally on a pro rata basis. The general partner is also
eligible to receive incentive distributions if the general partner operates the business in a manner which results in distributions paid per common unit surpassing specified target levels. As the general partner increases cash distributions to the
limited partners, the general partner receives an increasingly higher percentage of the incremental cash distributions. A common arrangement provides that the general partner can reach a tier where it receives 50% of every incremental dollar paid to
common and subordinated unit holders. These incentive distributions are intended to encourage the general partner to streamline costs, increase capital expenditures and acquire assets in order to increase the partnership’s cash flow and raise
the quarterly cash distribution in order to reach higher tiers. Such results are intended to benefit all security holders of the MLP, however, such incentive distribution payments give rise to potential conflicts of interest between the common unit
holders and the general partner.
MLP
common units represent a limited partnership interest in the MLP. Common units are listed and traded on U.S. securities exchanges or over-the-counter, with their value fluctuating predominantly based on prevailing market conditions and the success
of the MLP. The funds may purchase common units in market transactions as well as directly from the MLP or other parties in private placements. Unlike owners of common stock of a corporation, owners of common units have limited voting rights and
have no ability to annually elect directors. MLPs generally distribute all available cash flow (cash flow from operations less maintenance capital expenditures) in the form of quarterly distributions. Common units along with general partner units,
have first priority to receive quarterly cash distributions up to the minimum quarterly distribution and have arrearage rights. In the event of liquidation, common units have preference over subordinated units, but not debt or preferred units, to
the remaining assets of the MLP.
MLP
subordinated units are typically issued by MLPs to their original sponsors, such as their founders, corporate general partners of MLPs, entities that sell assets to the MLP, and investors. Subordinated units may be purchased directly from these
persons as well as newly-issued subordinated units from MLPs themselves. Subordinated units have similar voting rights as common units and are generally not publicly traded. Once the minimum quarterly distribution on the common units, including any
arrearages, has been paid, subordinated units receive cash distributions up to the minimum quarterly distribution prior to any incentive payments to the MLP’s general partner. Unlike common units, subordinated units do not have arrearage
rights. In the event of liquidation, common units and general partner interests have priority over subordinated units. Subordinated units are typically converted into common units on a one-to-one basis after certain time periods and/or performance
targets have been satisfied. The purchase or sale price of subordinated units is generally tied to the common unit price less a discount. The size of the discount varies depending on the likelihood of conversion, the length of time remaining to
conversion, the size of the block purchased relative to trading volumes, and other factors, including smaller capitalization partnerships or companies potentially having limited product lines, markets or financial resources, lacking management depth
or experience, and being more vulnerable to adverse general market or economic development than larger more established companies.
General partner interests of MLPs are typically
retained by an MLP’s original sponsors, such as its founders, corporate partners, entities that sell assets to the MLP and investors. A holder of general partner interests can be liable under certain circumstances for amounts greater than the
amount of the holder’s investment in the general partner interest. General partner interests often confer direct board participation rights and in many cases, operating control, over the MLP. These interests themselves are not publicly traded,
although they may be owned by publicly traded entities. General partner interests receive cash distributions, typically 2% of the MLP’s aggregate cash distributions, which are contractually defined in the partnership agreement. In addition,
holders of general partner interests typically hold incentive distribution rights, which provide them with a larger share of the aggregate MLP cash distributions as the distributions to limited partner unit holders are increased to prescribed
levels. General partner interests generally cannot be converted into common units. The general partner interest can be redeemed by the MLP if the MLP unitholders choose to remove the general partner, typically with a supermajority vote by limited
partner unitholders.
Additional risks involved with investing in an MLP
are risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries.
Certain MLPs are dependent on their parent
companies or sponsors for a majority of their revenues. Any failure by an MLP’s parents or sponsors to satisfy their payments or obligations would impact the MLP’s revenues and cash flows and ability to make distributions.
Real Estate Investment Trusts
(REITs)
are pooled investment vehicles, which invest primarily in income producing real estate or real estate related loans or interests and, in some cases, manage real estate. REITs are sometimes referred to as
equity REITs, mortgage REITs or hybrid REITs. An equity REIT invests primarily in properties and generates income from rental and lease properties and, in some cases, from the management of real estate. Equity REITs also offer the potential for
growth as a result of property appreciation and from the sale of appreciated property. Mortgage REITs invest primarily in real estate mortgages, which may secure construction, development or long-term loans, and derive income for the collection of
interest payments. Hybrid REITs may combine the features of equity REITs and mortgage REITs. REITs are generally organized as corporations or business trusts, but are not taxed as a corporation if they meet certain requirements of Subchapter M of
the Internal Revenue Code of 1986, as amended (the Code). To qualify, a REIT must, among other things, invest substantially all of its assets in interests in real estate (including other REITs), cash and government securities, distribute at least
90% of its taxable income to its shareholders and receive at least 75% of that income from rents, mortgages and sales of property.
Like any investment in real estate, a REIT’s
performance depends on many factors, such as its ability to find tenants for its properties, to renew leases, and to finance property purchases and renovations. In general, REITs may be affected by changes in underlying real estate values, which may
have an exaggerated effect to the extent a REIT concentrates its investment in certain regions or property types. For example, rental income could decline because of extended vacancies, increased competition from nearby properties, tenants’
failure to pay rent, or incompetent management. Property values could decrease because of overbuilding, environmental liabilities, uninsured damages caused by natural disasters, a general decline in the neighborhood, losses due to casualty or
condemnation, increases in property taxes, or changes in zoning laws. Ultimately, a REIT’s performance depends on the types of properties it owns and how well the REIT manages its properties. Additionally, declines in the market value of a
REIT may reflect not only depressed real estate prices, but may also reflect the degree of leverage utilized by the REIT.
In general, during periods of rising interest
rates, REITs may lose some of their appeal for investors who may be able to obtain higher yields from other income-producing investments, such as long-term bonds. Higher interest rates also mean that financing for property purchases and improvements
is more costly and difficult to obtain. During periods of declining interest rates, certain mortgage REITs may hold mortgages that mortgagors elect to prepay, which can reduce the yield on securities issued by mortgage REITs. Mortgage REITs may be
affected by the ability of borrowers to repay debts to the REIT when due and equity REITs may be affected by the ability of tenants to pay rent.
Like small-cap stocks in general, certain REITs
have relatively small market capitalizations and their securities can be more volatile than
—
and at times will perform differently
from
—
large-cap stocks. In addition, because small-cap stocks are typically less liquid than large-cap stocks, REIT stocks may sometimes experience greater share-price
fluctuations than the stocks of larger companies. Further, REITs are dependent upon specialized management skills, have limited diversification, and are therefore subject to risks inherent in operating and financing a limited number of projects. By
investing in REITs indirectly through a fund, a shareholder will bear indirectly a proportionate share of the REIT’s expenses in addition to their proportionate share of a fund’s expenses. Finally, REITs could possibly fail to qualify
for tax-free pass-through of income under the Code or to maintain their exemptions from registration under the 1940 Act and CFTC regulations.
Rights and Warrants.
Rights and warrants are types of securities that entitle the holder to purchase a proportionate amount of common stock at a specified price for a specific period of time. Rights allow a shareholder to buy more shares
directly from the company, usually at a price somewhat lower than the current market price of the outstanding shares. Warrants are usually issued with bonds and preferred stock. Rights and warrants can trade on the market separately from the
company’s stock. The prices of rights and warrants do not necessarily move parallel to the prices of the underlying common stock. Rights usually expire within a few weeks of issuance, while warrants may not expire
for several years. If a right or warrant is not exercised within
the specified time period, it will become worthless and a fund will lose the purchase price it paid for the right or warrant and the right to purchase the underlying security.
Stock Substitution Strategy
is a strategy, whereby certain underlying index funds may, in certain circumstances, substitute a similar stock for a security in their indexes.
Exchange-Traded Funds
(ETFs) such as Standard and Poor’s Depositary Receipts (SPDRs) Trust, are investment companies that typically are registered under the 1940 Act as open-end funds or unit investment trusts (UITs). ETFs are actively
traded on national securities exchanges and are generally based on specific domestic and foreign market indices. Shares of an ETF may be bought and sold throughout the day at market prices, which may be higher or lower than the shares’ net
asset value. An “index-based ETF” seeks to track the performance of an index holding in its portfolio either the contents of the index or a representative sample of the securities in the index. Because ETFs are based on an underlying
basket of stocks or an index, they are subject to the same market fluctuations as these types of securities in volatile market swings. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. When a fund
invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses. As with any exchange listed security, ETF shares purchased in the secondary market are
subject to customary brokerage charges.
Pursuant to an exemptive order issued by the SEC
to iShares and procedures approved by the funds’ Board of Trustees (the “Board”), each fund may invest in iShares beyond the limits set forth in Section 12(d)(1)(A) of the 1940 Act but not to exceed 25% of the fund’s total
assets, provided that the fund has described ETF investments in its prospectus and otherwise complies with the conditions of the exemptive order and other applicable investment limitations.
Business Development Companies
(BDCs) are closed-end investment companies that have elected to be BDCs under the 1940 Act and are taxed as regulated investment companies (RICs) under the Internal Revenue Code. BDCs operate as venture capital companies
and typically invest in, lend capital to, and provide significant managerial assistance to developing private companies or thinly-traded public companies. Under the 1940 Act, BDCs are required to invest at least 70% of their total assets primarily
in securities of privately-held U.S. companies or thinly-traded U.S. public companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, a BDC may only incur
indebtedness in amounts such that the BDC’s coverage ratio of total assets to total senior securities equals at least 200% after such incurrence.
BDCs generally invest in debt securities that are
not rated by a credit rating agency and are considered below investment grade quality (junk bonds). Little public information generally exists for the type of companies in which a BDC may invest and, therefore, there is a risk that investors may not
be able to make a fully informed evaluation of the BDC and its portfolio of investments. In addition, investments made by BDCs are typically illiquid and are difficult to value for purposes of determining a BDC’s net asset value (for more
information on BDCs, see the section titled “Securities of Other Investment Companies”).
High-Yield Securities,
also called lower quality bonds (junk bonds), are frequently issued by companies without long track records of sales and earnings, or by those of questionable credit strength, and are more speculative and volatile
(though typically higher yielding) than investment grade bonds. Adverse economic developments could disrupt the market for high-yield securities, and severely affect the ability of issuers, especially highly-leveraged issuers, to service their debt
obligations or to repay their obligations upon maturity.
Also, the secondary market for high-yield
securities at times may not be as liquid as the secondary market for higher-quality debt securities. As a result, the investment adviser could find it difficult to sell these securities or experience difficulty in valuing certain high-yield
securities at certain times. Prices realized upon the sale of such lower rated securities, under these circumstances, may be less than the prices at which a fund purchased them.
Thus, high-yield securities are more likely to
react to developments affecting interest rates and market and credit risk than are more highly rated securities, which primarily react to movements in the general level of interest rates. When economic conditions appear to be deteriorating, medium-
to lower-quality debt securities may decline in value more than higher-quality debt securities due to heightened concern over credit quality, regardless of prevailing interest rates. Prices for high-yield securities also could be affected by
legislative and regulatory developments. These laws could
adversely affect a fund’s
net asset value and investment practices, the secondary market value for high-yield securities, the financial condition of issuers of these securities and the value of outstanding high-yield securities.
Inflation Protected Securities
are fixed income securities whose value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers utilize a structure that accrues inflation into the
principal value of the bond. Other issuers pay out the Consumer Price Index (CPI) accruals as part of a semiannual coupon.
Inflation protected securities issued by the U.S.
Treasury have maturities of approximately five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis equal to a fixed
percentage of the inflation adjusted principal amount.
If the periodic adjustment rate measuring inflation
falls, the principal value of inflation protected bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond
principal upon maturity (as adjusted for inflation) is guaranteed by the U.S. Treasury in the case of U.S. Treasury inflation protected bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed and
will fluctuate. An underlying fund may also invest in other inflation related bonds, which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond to be repaid at maturity may
be less than the original principal amount and, therefore, is subject to credit risk.
The value of inflation protected bonds is expected
to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the expected rate of inflation. Therefore, if the rate of inflation rises at a faster rate than
nominal interest rates, real interest rates might decline, leading to an increase in value of inflation protected bonds. In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a
decrease in value of inflation protected bonds.
While these securities are expected to be
protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these
securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.
The periodic adjustment of U.S. inflation protected
bonds is tied to the non-seasonally adjusted U.S. City Average All Items Consumer Price Index for All Urban Consumers (CPI-U), published monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living,
made up of components such as housing, food, transportation and energy. Inflation protected bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated by that government. There can be no assurance
that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate
of inflation in the United States.
Any
increase in principal for an inflation protected security resulting from inflation adjustments is considered by the IRS to be taxable income in the year it occurs. The underlying fund’s distributions to shareholders may include interest income
and the income attributable to principal adjustments, both of which will be taxable to shareholders. The tax treatment of the income attributable to principal adjustments may result in the situation where the underlying fund needs to make its
required annual distributions to shareholders in amounts that exceed the cash received. As a result, the underlying fund may need to liquidate certain investments when it is not advantageous to do so. Also, if the principal value of an inflation
protected security is adjusted downward due to deflation, amounts previously distributed in the taxable year may be characterized in some circumstances as a return of capital.
International
Bonds
are certain obligations or securities of foreign issuers, including Eurodollar Bonds, which are U.S. dollar-denominated bonds issued by foreign issuers payable in Eurodollars (U.S. dollars held in banks located
outside the United States, primarily Europe), Yankee Bonds, which are U.S. dollar-denominated bonds issued in the U.S. by foreign banks and corporations, and EuroBonds, which are bonds denominated in U.S. dollars and usually issued by large
underwriting groups composed of banks and issuing houses from many countries. Investments in securities issued by foreign issuers, including American Depositary Receipts and securities purchased on foreign securities exchanges,
may subject a fund to additional investment risks, such as adverse
political and economic developments, possible seizure, nationalization or expropriation of foreign investments, less stringent disclosure requirements, non-U.S. withholding taxes and the adoption of other foreign governmental restrictions.
Additional risks include less publicly available
information, the risk that companies may not be subject to the accounting, auditing and financial reporting standards and requirements of U.S. companies, the risk that foreign securities markets may have less volume and therefore may be less liquid
and their prices more volatile than U.S. securities, and the risk that custodian and transaction costs may be higher. Foreign issuers of securities or obligations are often subject to accounting requirements and engage in business practices
different from those respecting domestic issuers of similar securities or obligations. Foreign branches of U.S. banks and foreign banks may be subject to less stringent reserve requirements than those applicable to domestic branches of U.S.
banks.
Quality of Fixed Income Investments
will be principally investment-grade for a fund’s assets. Investment-grade quality securities are rated by at least one NRSRO in one of the four highest rating categories (within which there may be sub-categories
or gradations indicating relative standing) or have been determined to be of equivalent quality by the investment adviser or sub-adviser. Sometimes an investment-grade quality security may be downgraded to a below investment-grade quality rating. If
a security no longer has at least one investment-quality rating from an NRSRO, the investment adviser would reanalyze the security in light of the downgrade and determine whether a fund should continue to hold the security. However, such downgrade
would not require the investment adviser or sub-advisers to sell the security on behalf of a fund. Sometimes lower-quality securities may be downgraded to an even lower quality. The investment adviser may also elect to purchase high-yield securities
that are rated (at the time of purchase) B or higher or the equivalent by Moody’s, Standard & Poor’s Financial Services LLC (S&P) or Fitch, Inc. or are determined to be of similar investment quality by the investment
manager.
Foreign Currency Transactions.
A fund may invest in foreign currency-denominated securities, may purchase and sell foreign currency options and foreign currency futures contracts and related options and may engage in foreign currency transactions
either on a spot (cash) basis at the rate prevailing in the currency exchange market at the time or through forward currency contracts (forwards) with terms generally of less than one year. A fund may engage in these transactions in order to protect
against uncertainty in the level of future foreign exchange rates in the purchase and sale of securities.
A fund may also use foreign currency options and
foreign currency forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. A fund will earmark or segregate assets for any open positions in forwards used for
non-hedging purposes and mark to market daily as may be required under the federal securities laws.
A forward involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts may be bought or sold to protect a fund against a
possible loss resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar or to increase exposure to a particular foreign currency. Many foreign securities markets do not settle trades within a time frame that
would be considered customary in the U.S. stock market. Therefore, a fund may engage in forward foreign currency exchange contracts in order to secure exchange rates for fund securities purchased or sold, but awaiting settlement. These transactions
do not seek to eliminate any fluctuations in the underlying prices of the securities involved. Instead, the transactions simply establish a rate of exchange that can be expected when a fund settles its securities transactions in the future. Forwards
involve certain risks. For example, if the counterparties to the contracts are unable to meet the terms of the contracts or if the value of the foreign currency changes unfavorably, a fund could sustain a loss.
A fund may engage in forward foreign currency
exchange contracts to protect the value of specific portfolio positions, which is called “position hedging.” When engaging in position hedging, a fund may enter into forward foreign currency exchange transactions to protect against a
decline in the values of the foreign currencies in which portfolio securities are denominated (or against an increase in the value of currency for securities that a fund expects to purchase).
Buying and selling foreign currency exchange
contracts involves costs and may result in losses. The ability of a fund to engage in these transactions may be limited by tax considerations. Although these techniques tend to minimize the risk of loss due to declines in the value of the hedged
currency, they tend to limit any potential gain that might result from an increase in the value of such currency. Transactions in these contracts involve certain other risks. Unanticipated fluctuations in currency prices may result in a poorer
overall performance for a fund than if it had not engaged in any such transactions. Moreover, there may be imperfect correlation between a fund’s holdings of securities denominated in a particular currency and forward contracts into which a
fund enters. Such imperfect correlation may cause a fund to sustain losses, which will prevent it from achieving a complete hedge or expose it to risk of foreign exchange loss.
Suitable hedging transactions may not be available
in all circumstances and there can be no assurance that a fund will engage in such transactions at any given time or from time to time. Also, such transactions may not be successful and may eliminate any chance for a fund to benefit from favorable
fluctuations in relevant foreign currencies.
Forwards will be used primarily to adjust the
foreign exchange exposure of a fund with a view to protecting the outlook, and a fund might be expected to enter into such contracts under the following circumstances:
Lock In
. When the
investment adviser desires to lock in the U.S. dollar price on the purchase or sale of a security denominated in a foreign currency.
Cross Hedge
. If a
particular currency is expected to decrease against another currency, a fund may sell the currency expected to decrease and purchase a currency which is expected to increase against the currency sold in an amount approximately equal to some or all
of a fund’s portfolio holdings denominated in the currency sold.
Direct Hedge
. If
the investment adviser wants to eliminate substantially all of the risk of owning a particular currency, and/or if the investment adviser thinks that a fund can benefit from price appreciation in a given country’s bonds but does not want to
hold the currency, it may employ a direct hedge back into the U.S. dollar. In either case, a fund would enter into a forward contract to sell the currency in which a portfolio security is denominated and purchase U.S. dollars at an exchange rate
established at the time it initiated the contract. The cost of the direct hedge transaction may offset most, if not all, of the yield advantage offered by the foreign security, but a fund would benefit from an increase in value of the
bond.
Proxy Hedge
. The investment adviser might choose to use a proxy hedge, which may be less costly than a direct hedge. In this case, a fund, having purchased a security, will sell a currency whose value is believed to be closely
linked to the currency in which the security is denominated. Interest rates prevailing in the country whose currency was sold would be expected to be closer to those in the U.S. and lower than those of securities denominated in the currency of the
original holding. This type of hedging entails greater risk than a direct hedge because it is dependent on a stable relationship between the two currencies paired as proxies and the relationships can be very unstable at times.
Costs of Hedging
.
When a fund purchases a foreign bond with a higher interest rate than is available on U.S. bonds of a similar maturity, the additional yield on the foreign bond could be substantially reduced or lost if a fund were to enter into a direct hedge by
selling the foreign currency and purchasing the U.S. dollar. This is what is known as the “cost” of hedging. Proxy hedging attempts to reduce this cost through an indirect hedge back to the U.S. dollar. It is important to note that
hedging costs are treated as capital transactions and are not, therefore, deducted from a fund’s dividend distribution and are not reflected in its yield. Instead such costs will, over time, be reflected in a fund’s net asset value per
share.
Tax Consequences of Hedging
. Under applicable tax law, a fund may be required to limit its gains from hedging in foreign currency forwards, futures, and options. Although a fund is expected to comply with such limits, the extent to which these
limits apply is subject to tax regulations as yet unissued. Hedging may also result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. Those provisions could result in an increase (or decrease) in the
amount of taxable dividends paid by a fund and could affect whether dividends paid by a fund are classified as capital gains or ordinary income.
Foreign Securities.
Investments in foreign securities involve additional risks, including foreign currency exchange rate risks, because they are issued by foreign entities, including foreign governments, banks and corporations or
because they are traded principally overseas. Foreign securities in which a fund may invest include those issued by foreign entities that are not subject to uniform accounting, auditing and financial reporting standards, practices and requirements
comparable to those applicable to U.S. corporations. In addition, there may be less publicly available information about foreign entities. Foreign economic, political and legal developments, as well as fluctuating foreign currency exchange rates and
withholding taxes, could have more dramatic effects on the value of foreign securities. For example, conditions within and around foreign countries, such as the possibility of expropriation or confiscatory taxation, political or social instability,
diplomatic developments, the imposition of trade sanctions, change of government or war could affect the value of foreign investments. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects
as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.
Foreign securities typically have
less volume and are generally less liquid and more volatile than securities of U.S. companies. Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on U.S. exchanges, although a fund will endeavor to
achieve the most favorable overall results on portfolio transactions. There is generally less government supervision and regulation of foreign securities exchanges, brokers, dealers and listed companies than in the United States, thus increasing the
risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. There may be difficulties in obtaining or enforcing judgments against foreign issuers as well. Bankruptcy laws in some foreign countries are
sometimes biased to the borrowers and against the creditors. Bankruptcy laws in some foreign countries are sometimes biased to the borrowers and against the creditors. These factors and others may increase the risks with respect to the liquidity of
a fund, and its ability to meet a large number of shareholder redemption requests.
In addition, a fund’s investments in foreign
securities may be subject to economic sanctions or other government restrictions. These restrictions may negatively impact the value or liquidity of a fund’s investments, and could impair a fund’s ability to meet its investment objective
or invest in accordance with its investment strategy. For example, a fund may be prohibited from investing in securities issued by companies subject to such restrictions. In addition, these restrictions may require a fund to freeze its existing
investments in certain foreign securities, which would prohibit the fund from buying, selling, receiving or delivering those securities or other financial instruments. As a result, such restrictions may limit a fund’s ability to meet a large
number of shareholder redemption requests.
Foreign markets also have different clearance and
settlement procedures and, in certain markets, there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Such delays in settlement could result
in temporary periods when a portion of the assets of a fund is uninvested and no return is earned thereon. The inability to make intended security purchases due to settlement problems could cause a fund to miss attractive investment opportunities.
Losses to a fund arising out of the inability to fulfill a contract to sell such securities also could result in potential liability for a fund.
Investments in the securities of
foreign issuers may be made and held in foreign currencies. In addition, a fund may hold cash investments in foreign currencies. These investments may be affected favorably or unfavorably by changes in currency rates and in exchange control
regulations, and may cause a fund to incur costs in connection with conversions between various currencies. The rate of exchange between the U.S. dollar and other currencies is determined by the forces of supply and demand in the foreign exchange
market as well as by political and economic factors. Changes in the foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities, and net investment income and gains,
if any, to be distributed to shareholders by a fund.
During the recent global financial crisis,
financial markets in Europe experienced significant volatility due, in part, to concerns about rising levels of government debt and the prevalence of increased budget deficits. As a result, many economies in the region suffered through prolonged
economic downturns. Although some European economies have shown signs of recovery, any recovery may be slow as the region continues to face difficult challenges including high unemployment rates, significant levels of government debt, continuing
trade deficits, significant austerity measures and lack of access to capital. Furthermore, due to the economic integration of the region, another economic downturn in
one European country may have a negative impact on the economies of
other European countries. As a fund may hold investments in issuers that are located in Europe or that depend on revenues generated from operations in Europe, any material negative developments in Europe could have a negative impact on the value and
liquidity of these investments, which could harm a fund’s performance.
Foreign
Institutions
involve additional risks. The funds may invest in U.S. dollar-denominated securities issued by foreign institutions or securities that are subject to credit or liquidity enhancements provided by foreign
institutions. Foreign institutions may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements that are comparable to those applicable to U.S. corporations. In addition, there may be less publicly
available information about foreign entities. Foreign economic, political and legal developments could have effects on the value of securities issued or supported by foreign institutions. For example, conditions within and around foreign countries,
such as the possibility of expropriation or confiscatory taxation, political or social instability, diplomatic developments, change of government or war could affect the value of these securities. In addition, there may be difficulties in obtaining
or enforcing judgments against foreign institutions that issue or support securities in which a fund may invest. These factors and others may increase the risks with respect to the liquidity of a fund, and its ability to meet a large number of
shareholder redemption requests.
Hybrid Instruments
are a type of potentially high-risk derivative that combines a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or
redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic factor (each a benchmark). The interest rate or (unlike most
fixed income securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. An example of a hybrid could be a bond issued by an oil company that pays a
small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a hybrid instrument would be a combination of a bond and a call option on
oil.
Hybrids can be used as
an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple
of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which
cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment
in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes a fund to the credit risk of the issuer of the hybrids. These risks may cause
significant fluctuations in the net asset value of a fund. A fund will not invest more than 5% of its total assets in hybrid instruments.
Certain hybrid instruments may provide exposure to
the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options, or similar instruments. Commodity-linked hybrid instruments
may be either equity or debt securities, and are considered hybrid instruments because they have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures
contract, index or other economic variable. A fund will only invest in commodity-linked hybrid instruments that qualify under applicable rules of the CFTC for an exemption from the provisions of the CEA.
Certain issuers of structured products such as
hybrid instruments may be deemed to be investment companies as defined in the 1940 Act. As a result, a fund's investments in these products may be subject to limits applicable to investments in investment companies and may be subject to restrictions
contained in the 1940 Act.
Illiquid Securities
generally are any securities that cannot be disposed of in the ordinary course of business at approximately the amount at which a fund has valued the instruments. The liquidity of a fund’s investments is monitored
under the supervision and direction of the Board. Investments currently not considered liquid include
repurchase agreements not
maturing within seven days that are not subject to a demand feature of seven days or less and certain restricted securities.
Indexing Strategies
involve tracking the securities represented in, and, therefore, the performance of, an index. The MarketTrack Portfolios invests mainly in other Schwab Funds, particularly index funds, which seek to track the total returns of various market indices.
Each of these index funds normally will primarily invest its assets in the securities of its index. Moreover, each of these index funds seeks to invest so that its portfolio performs similarly to that of its index. Each of these index funds tries to
generally match its holdings in a particular security to its weight in the index. Each index fund will seek a correlation between its performance and that of its index of 0.90 or better over time. A perfect correlation of 1.0 is unlikely as the
index funds incur operating and trading expenses unlike their indices. An index fund may rebalance its holdings in order to track its index more closely. In the event its intended correlation is not achieved, the Board will consider alternative
arrangements for the portfolio or index fund.
There can be no guarantee that the performance of
an underlying fund will achieve a high degree of correlation with that of its index. A number of factors may affect the underlying fund’s ability to achieve a high correlation with its index, including the degree to which the underlying fund
utilizes a sampling technique. The correlation between the performance of an underlying fund and its index may also diverge due to transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and
differences between the underlying fund’s portfolio and the index resulting from legal restrictions (such as diversification requirements) that apply to the underlying fund but not to the index.
Interfund Borrowing and
Lending.
The SEC has granted an exemption to the funds that permits the funds to borrow money from and/or lend money to other funds in the Fund Complex as defined under “Management of the Funds.” All
loans are for temporary or emergency purposes and the interest rates to be charged will be the average of the overnight repurchase agreement rate and the short term bank loan rate. All loans are subject to numerous conditions designed to ensure fair
and equitable treatment of all participating funds/portfolios. The interfund lending facility is subject to the oversight and periodic review of the Board.
Money Market Securities
are high-quality, short term debt securities that may be issued by entities such as the U.S. government, corporations and financial institutions (like banks). Money market securities include commercial paper,
certificates of deposit, bankers’ acceptances, notes and time deposits. Certificates of deposit and time deposits are issued against funds deposited in a banking institution for a specified period of time at a specified interest rate.
Bankers’ acceptances are credit instruments evidencing a bank’s obligation to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay the full amount of the instrument
upon maturity. Commercial paper consists of short term, unsecured promissory notes issued to finance short term credit needs.
Money market securities pay fixed,
variable or floating rates of interest and are generally subject to credit and interest rate risks. The maturity date or price of and financial assets collateralizing a security may be structured in order to make it qualify as or act like a money
market security. These securities may be subject to greater credit and interest rate risks than other money market securities because of their structure. Money market securities may be issued with puts or sold separately; these puts, which are
sometimes called demand features or guarantees, which are agreements that allow the buyer to sell a security at a specified price and time to the seller or “put provider.” When a fund buys a put, losses could occur as a result of the
costs of the put or if it exercises its rights under the put and the put provider does not perform as agreed. Standby commitments are types of puts.
A fund may keep a portion of its assets in cash for
business operations. A fund may invest in money market securities to reduce the effect this otherwise uninvested cash would have on its performance. A fund may also invest in money market securities to the extent it is consistent with its investment
objective.
Bankers’ Acceptances or
Notes
are credit instruments evidencing a bank’s obligation to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay the full amount of the
instrument upon maturity. A fund will invest only in bankers’ acceptances of banks that have capital, surplus and undivided profits in the aggregate in excess of $100 million.
Certificates of Deposit or Time Deposits
are issued against funds deposited in a banking institution for a specified period of time at a specified interest rate. A fund will invest only in certificates of deposit of banks that have capital, surplus and undivided
profits in the aggregate in excess of $100 million.
Commercial Paper
consists of short-term, promissory notes issued by banks, corporations and other institutions to finance short-term credit needs. These securities generally are discounted but sometimes may be interest bearing. Commercial paper, which also may be
unsecured, is subject to credit risk.
Fixed Time
Deposits
are bank obligations payable at a stated maturity date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties,
which vary depending upon market conditions and the remaining maturity of the obligation. There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although there is no market for
such deposits. A fund will not invest in fixed time deposits, which (1) are not subject to prepayment or (2) provide for withdrawal penalties upon prepayment (other than overnight deposits) if, in the aggregate, more than 15% of its net assets would
be invested in such deposits, repurchase agreements maturing in more than seven days and other illiquid assets.
Promissory Notes
are written agreements committing the maker or issuer to pay the payee a specified amount either on demand or at a fixed date in the future, with or without interest. These are sometimes called negotiable notes or
instruments and are subject to credit risk. Bank notes are notes used to represent obligations issued by banks in large denominations.
Repurchase Agreements
are instruments under which a buyer acquires ownership of certain securities (usually U.S. government securities) from a seller who agrees to repurchase the securities at a mutually agreed-upon time and price, thereby
determining the yield during the buyer’s holding period. Any repurchase agreements a fund enters into will involve a fund as the buyer and banks or broker-dealers as sellers. The period of repurchase agreements is usually short, from overnight
to one week, although the securities collateralizing a repurchase agreement may have longer maturity dates. Default by the seller might cause a fund to experience a loss or delay in the liquidation of the collateral securing the repurchase
agreement. A fund also may incur disposition costs in liquidating the collateral. In the event of a bankruptcy or other default of a repurchase agreement’s seller, a fund might incur expenses in enforcing its rights, and could experience
losses, including a decline in the value of the underlying securities and loss of income. A fund will make payment under a repurchase agreement only upon physical delivery or evidence of book entry transfer of the collateral to the account of its
custodian bank.
Mortgage-Backed
Securities
(MBS) and other Asset-Backed Securities (ABS) may be purchased by a fund. MBS represent participations in mortgage loans, and include pass-through securities, adjustable rate mortgages, collateralized
mortgage obligations and stripped mortgage-backed securities. MBS may be issued or guaranteed by U.S. government agencies or instrumentalities, such as the Government National Mortgage Association (GNMA or Ginnie Mae) and the Federal National
Mortgage Association (FNMA or Fannie Mae) or the Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac).
The National Housing Act
authorized GNMA to guarantee the timely payment of principal and interest on securities backed by a pool of mortgages insured by the Federal Housing Administration (FHA) or guaranteed by the Department of Veterans Affairs. The GNMA guarantee is
backed by the full faith and credit of the U.S. government. The GNMA is also empowered to borrow without limitation from the U.S. Treasury if necessary to make any payments required under its guarantee.
GNMA Certificates are mortgage securities which
evidence an undivided interest in a pool or pools of mortgages. GNMA Certificates that a fund may purchase are the “modified pass-through” type, which entitle the holder to receive timely payment of all interest and principal payments
due on the mortgage pool, net of fees paid to the “issuer” and GNMA, regardless of whether or not the mortgagor actually makes the payment.
The average life of a GNMA Certificate is likely to
be substantially shorter than the original maturity of the mortgages underlying the securities. Prepayments of principal by mortgagors and mortgage foreclosures will usually result in the return of the greater part of principal investment long
before the maturity of the mortgages in the pool. Foreclosures
impose no risk to principal investment because of the GNMA
guarantee, except to the extent that a fund has purchased the certificates above par in the secondary market.
Freddie Mac was created in 1970 to
promote development of a nationwide secondary market in conventional residential mortgages. Freddie Mac issues two types of mortgage pass-through securities (Freddie Mac Certificates): mortgage participation certificates (PCs) and guaranteed
mortgage certificates (GMCs). PCs resemble GNMA Certificates in that each PC represents a pro rata share of all interest and principal payments made and owed on the underlying pool. Freddie Mac guarantees timely monthly payment of interest on PCs
and the ultimate payment of principal, but its issues are not backed by the full faith and credit of the U.S. government.
GMCs also represent a pro rata interest in a pool
of mortgages. However, these instruments pay interest semi-annually and return principal once a year in guaranteed minimum payments. The expected average life of these securities is approximately 10 years. Freddie Mac’s guarantee is not backed
by the full faith and credit of the U.S. government.
Fannie Mae was established in 1938 to create a
secondary market in mortgages the FHA insures. Fannie Mae issues guaranteed mortgage pass-through certificates (Fannie Mae Certificates). Fannie Mae Certificates resemble GNMA Certificates in that each Fannie Mae Certificate represents a pro rata
share of all interest and principal payments made and owed on the underlying pool. Fannie Mae guarantees timely payment of interest and principal on Fannie Mae Certificates. Fannie Mae’s guarantee is not backed by the full faith and credit of
the U.S. government.
For more
information on securities issued by Fannie Mae and Freddie Mac, see “U.S. Government Securities.”
MBS may also be issued by private
issuers, generally originators and investors in mortgage loans, including savings associations, mortgage banks, commercial banks, and special purpose entities (collectively, private lenders). MBS are based on different types of mortgages including
those on commercial real estate and residential property. MBS issued by private lenders may be supported by pools of mortgage loans or other MBS that are guaranteed, directly or indirectly, by the U.S. government or one of its agencies or
instrumentalities, or they may be issued without any governmental guarantee of the underlying mortgage assets but with some form of credit enhancement.
The investment adviser will consider the
creditworthiness of the guarantee providers and/or credit enhancement providers in determining whether a MBS issued by a private lender meets a fund’s investment quality standards. There can be no guarantee that the enhancement provider or
guarantor of a MBS can meet their obligations under the enhancement or guarantee arrangements.
Commercial Mortgage-Backed Securities
include securities that reflect an interest in, and are secured by, mortgage loans on commercial real property. The market for commercial mortgage-backed securities developed more recently and in terms of total
outstanding principal amount of issues is relatively small compared to the market for residential single-family MBS. Many of the risks of investing in commercial MBS reflect the risks of investing in the real estate securing the underlying mortgage
loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants. Commercial MBS may be less liquid and
exhibit greater price volatility than other types of mortgage- or asset-backed securities.
Collateralized Debt Obligations
. A fund may invest in collateralized debt obligations (CDOs), which include collateralized bond obligations (CBOs), collateralized loan obligations (CLOs) and other similarly structured securities. CBOs and CLOs are
types of asset-backed securities. A CBO is a trust that is backed by a diversified pool of high risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others,
domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans.
For both CBOs and CLOs, the cash flows from the
trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other,
more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CBO trust or CLO trust typically has higher ratings and lower yields than their underlying securities,
and can be rated investment grade. Despite the protection
from the equity tranche, CBO or CLO tranches can experience
substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO or CLO securities as a class.
The risks of an investment in a CDO depend largely
on the type of the collateral securities and the class of the CDO in which a fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CDOs
may be characterized by a fund as illiquid securities, however an active dealer market may exist for CDOs allowing a CDO to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities discussed
elsewhere in this SAI and a fund’s prospectus (e.g., interest rate risk and default risk), CDOs carry additional risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to
make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) a fund may invest in CDOs that are subordinate to other classes; (iv) the complex structure of the security may not be fully understood at the
time of investment and may produce disputes with the issuer or unexpected investment results ; and (v) credit ratings by major credit rating agencies may be no indication of the creditworthiness of the security.
Collateralized Mortgage
Obligation
(CMO) is a hybrid between a mortgage-backed bond and a mortgage pass-through security. Similar to a bond, interest and prepaid principal is paid, in most cases, on a monthly basis. CMOs may be
collateralized by whole mortgage loans, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by Ginnie Mae, Freddie Mac, Fannie Mae, and their income streams, as well as private issuers.
CMOs are structured into multiple classes,
each bearing a different stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of
mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the
longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.
In a typical CMO
transaction, a corporation (issuer) issues multiple series (e.g., A, B, C, Z) of CMO bonds (Bonds). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (Collateral). The Collateral is pledged to a third
party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the order A, B, C, Z. The Series A, B, and C Bonds all bear current interest. Interest on the Series Z Bond is
accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond currently being paid off. When the Series A, B, and C Bonds are paid in full, interest and principal on the Series Z Bond begins to be paid
currently. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.
The rate of principal payment on MBS and ABS
generally depends on the rate of principal payments received on the underlying assets which in turn may be affected by a variety of economic and other factors. As a result, the price and yield on any MBS or ABS is difficult to predict with precision
and price and yield to maturity may be more or less than the anticipated yield to maturity. If a fund purchases these securities at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment rate that
is slower than expected will have the opposite effect of increasing the yield to maturity. Conversely, if a fund purchases these securities at a discount, a prepayment rate that is faster than expected will increase yield to maturity, while a
prepayment rate that is slower than expected will reduce yield to maturity. Amounts available for reinvestment by a fund are likely to be greater during a period of declining interest rates and, as a result, are likely to be reinvested at lower
interest rates than during a period of rising interest rates.
While many MBS and ABS are issued with only one
class of security, many are issued in more than one class, each with different payment terms. Multiple class MBS and ABS are issued as a method of providing credit support, typically through creation of one or more classes whose right to payments on
the security is made subordinate to the right to such payments of the remaining class or classes. In addition, multiple classes may permit the issuance of securities with payment terms, interest rates, or other characteristics differing both from
those of each other and from
those of the underlying assets. Examples include stripped
securities, which are MBS and ABS entitling the holder to disproportionate interest or principal compared with the assets backing the security, and securities with classes having characteristics different from the assets backing the securities, such
as a security with floating interest rates with assets backing the securities having fixed interest rates. The market value of such securities and CMO’s generally is more or less sensitive to changes in prepayment and interest rates than is
the case with traditional MBS and ABS, and in some cases such market value may be extremely volatile.
CMO Residuals
. CMO
residuals
are mortgage securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage
loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.
The cash flow generated by the
mortgage assets underlying a series of CMOs is applied first to make required payments of principal and interest on the CMOs and second to pay the related administrative expenses of the issuer. The residual in a CMO structure generally represents
the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a return of capital. The amount of residual cash flow
resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and the prepayment experience on the mortgage
assets. In particular, the yield to maturity on CMO residuals is extremely sensitive to prepayments on the related underlying mortgage assets, in the same manner as an interest-only (IO) class of stripped mortgage-backed securities. See
“Stripped Mortgage-Backed Securities.” In addition, if a series of a CMO includes a class that bears interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the
level of the index upon which interest rate adjustments are based. As described below with respect to stripped mortgage-backed securities, in certain circumstances a fund may fail to recoup fully its initial investment in a CMO residual.
CMO residuals are generally purchased and sold by
institutional investors through several investment banking firms acting as brokers or dealers. The CMO residual market has only very recently developed and CMO residuals currently may not have the liquidity of other more established securities
trading in other markets. Transactions in CMO residuals are generally completed only after careful review of the characteristics of the securities in question. In addition, CMO residuals may, or pursuant to an exemption therefrom, may not have been
registered under the Securities Act of 1933, as amended (the 1933 Act). CMO residuals, whether or not registered under the 1933 Act, may be subject to certain restrictions on transferability, and may be deemed “illiquid” and subject to a
fund’s limitations on investment in illiquid securities.
Stripped Mortgage-Backed Securities (SMBS)
are derivative multi-class mortgage securities. SMBS may be issued by agencies or instrumentalities of the U.S. government, or by private originators of, or
investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.
SMBS are usually structured with two classes that
receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other
class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the IO class), while the other class will receive all of the principal (the principal-only or PO
class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a
fund’s yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a fund may fail to recoup some or all of its initial investment in these securities even if the
security is in one of the highest rating categories.
Under certain circumstances these securities may be
deemed “illiquid” and subject to a fund’s limitations on investment in illiquid securities.
Mortgage Pass-Through Securities.
The term “U.S. agency mortgage pass-through security” refers to a category of pass-through securities backed by pools of mortgages and issued by one of
several U.S. government-sponsored entities,
such as GNMA, Fannie Mae, or
Freddie Mac. In the basic mortgage pass-through structure, mortgages with similar issuer, term and coupon characteristics are collected and aggregated into a “pool” consisting of multiple mortgage loans. The pool is assigned a CUSIP
number and undivided interests in the pool are traded and sold as pass-through securities. The holder of the security is entitles to a pro rata share of principal and interest payments (including unscheduled prepayments) from the pool of mortgage
loans.
An investment in a specific
pool of pass-through securities requires an analysis of the specific prepayment risk of mortgages within the covered pool (since mortgagors typically have the option to prepay their loans). The level of prepayments on a pool of mortgage securities
is difficult to predict and can impact the subsequent cash flows, value and yield of the mortgage pool. In addition, when trading specific mortgage pools, precise execution, delivery and settlement arrangements must be negotiated for each
transaction. These factors combine to make trading in mortgage pools somewhat cumbersome relative to other fund investments.
For these reasons, a fund may seek
to obtain exposure to U.S. agency mortgage pass-through securities, in part or in full, through the use of “to-be-announced” or “TBA” transactions. TBA refers to a commonly used mechanism for the forward settlement of U.S.
agency mortgage pass-through securities, and not to a separate type of mortgage-backed security. Most transactions in the fixed-rate mortgage pass-through securities occur through the use of TBA transactions. TBA transactions are generally conducted
in accordance with widely-accepted guidelines that establish commonly observed terms and conditions for execution, settlement and delivery. In a TBA transaction, the buyer and seller decided on general trade parameters, such as agency, settlement
date, par amount and price. The actual pools delivered generally are determined two days prior to settlement date. A fund may use TBA transactions in several ways. For example, the fund anticipates that it will regularly enter into TBA agreements
and “roll over” such agreements prior to the settlement date stipulated in such agreements. This type of TBA transaction is sometimes known as a “TBA roll.” In a TBA roll, the fund generally will sell the obligation to
purchase the pools stipulated in the TBA agreement prior to the stipulated settlement date and will enter into a new TBA agreement for future delivery of pools of mortgage pass-through securities. In addition, a fund may enter into TBA agreements
and settle such transactions on the stipulated settlement date by accepting actual receipt or delivery of the pools of mortgage pass-through securities stipulated in the TBA agreement.
Default by or bankruptcy of a counterparty to a TBA
transaction would expose a fund to possible loss because of adverse market action, expenses or delays in connection with the purchase or sale of the pools of mortgage pass-through securities specified in the TBA transaction. To help minimize this
risk, a fund will enter into TBA transactions only with established counterparties (such as major broker-dealers) and the fund’s investment adviser will monitor the creditworthiness of such counterparties. A fund may also acquire interests in
mortgage pools through means other than TBA transactions.
A fund’s use of “TBA rolls” may
cause the fund to experience higher portfolio turnover, higher transaction costs and to pay higher capital gain distributions to shareholders, which may be taxable, than if it acquired exposure to mortgage pools through means other than TBA
transactions.
The funds intend to invest cash
pending settlement of any TBA transactions in U.S. Treasury securities, money market instruments, repurchase agreements, or other high-quality, liquid short-term instruments, including money market funds.
Non-Publicly Traded Securities and Private
Placements.
A fund may invest in securities that are neither listed on a stock exchange nor traded over-the-counter, including privately placed securities. Such unlisted securities may involve a higher degree of
business and financial risk that can result in substantial losses. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. Although these securities may be resold in
privately negotiated transactions, the prices realized from these sales could be less than those originally paid by a fund or less than what may be considered the fair value of such securities. Furthermore, companies whose securities are not
publicly traded may not be subject to the disclosure and other investor protection requirements which might be applicable if their securities were publicly traded. If such securities are required to be registered under the securities laws of one or
more jurisdictions before being sold, a fund may be required to bear the expenses of registration.
Restricted Securities
are securities that are subject to legal restrictions on their sale. Difficulty in selling restricted securities may result in a loss or be costly to a fund. Restricted securities generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration under the 1933 Act, or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to pay all or part of the registration
expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to
develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security. Certain restricted securities, such as 4(a)(2) commercial paper and Rule 144A securities, may be considered to be liquid if
they meet the criteria for liquidity established by the Board. To the extent a fund invests in restricted securities that are deemed liquid, the general level of illiquidity in a fund’s portfolio may be increased if such securities become
illiquid.
Reverse Repurchase Agreements
and Mortgage Dollar Rolls
may be used by a fund. A fund may engage in reverse repurchase agreements to facilitate portfolio liquidity, a practice common in the mutual fund industry, or for arbitrage transactions as
discussed below. In a reverse repurchase agreement, a fund would sell a security and enter into an agreement to repurchase the security at a specified future date and price. A fund generally retains the right to interest and principal payments on
the security. If a fund uses the cash it obtains to invest in other securities, this may be considered a form of leverage and may expose a fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value on a
fund’s portfolio securities. Because a fund receives cash upon entering into a reverse repurchase agreement, it may be considered a borrowing. When required by guidelines of the SEC, a fund will set aside permissible liquid assets earmarked or
in a segregated account to secure its obligations to repurchase the security.
A fund also may enter into mortgage dollar rolls,
in which a fund would sell MBS for delivery in the current month and simultaneously contract to purchase substantially similar securities on a specified future date. While a fund would forego principal and interest paid on the MBS during the roll
period, a fund would be compensated by the difference between the current sales price and the lower price for the future purchase as well as by any interest earned on the proceeds of the initial sale. A fund also could be compensated through the
receipt of fee income equivalent to a lower forward price. At the time a fund would enter into a mortgage dollar roll, it would set aside permissible liquid assets earmarked or in a segregated account to secure its obligation for the forward
commitment to buy MBS. This transaction allows a fund to have the same price and duration exposure in the mortgage security while having the cash for the bonds for the given time period. Mortgage dollar roll transactions may be considered a
borrowing by a fund.
The mortgage dollar
rolls and reverse repurchase agreements entered into by a fund may be used as arbitrage transactions in which a fund will maintain an offsetting position in short duration investment-grade debt obligations. Since a fund will receive interest on the
securities or repurchase agreements in which it invests the transaction proceeds, such transactions may involve leverage. However, since such securities or repurchase agreements will be high quality and short duration, the investment adviser
believes that such arbitrage transactions present lower risks to a fund than those associated with other types of leverage. There can be no assurance that a fund’s use of the cash it receives from a mortgage dollar roll will provide a positive
return.
A fund also may effect simultaneous
purchase and sale transactions that are known as “sale-buybacks.” A sale-buyback is similar to a reverse repurchase agreement, except that in a sale-buyback, the counterparty who purchases the security is entitled to receive any
principal or interest payments made on the underlying security pending settlement of the fund’s repurchase of the underlying security. A fund’s obligations under a sale-buyback typically would be offset by liquid assets equal in value to
the amount of the fund’s forward commitment to repurchase the subject security.
Securities Lending
of portfolio securities is a common practice in the securities industry. A fund may engage in security lending arrangements. For example, a fund may receive cash collateral and may invest it in short-term, interest-bearing obligations, but will do
so only to the extent that it will not lose the tax treatment available to regulated investment companies. Lending portfolio securities involves risks that the borrower may fail to return the securities or provide additional collateral. Also, voting
rights with respect to loaned securities may pass with the lending of the securities and efforts to call such securities promptly may be unsuccessful, especially for foreign securities. Securities lending involves the risk of loss of rights in the
collateral or delay in recovery of the collateral, if
the borrower fails to return the security loaned or becomes
insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral.
A fund may loan portfolio securities to qualified
broker-dealers or other institutional investors provided: (1) the loan is secured continuously by collateral consisting of U.S. government securities, letters of credit, cash or cash equivalents or other appropriate instruments maintained on a daily
marked-to-market basis in an amount at least equal to the current market value of the securities loaned; (2) a fund may at any time call the loan and obtain the return of the securities loaned; (3) a fund will receive any interest or dividends paid
on the loaned securities; and (4) the aggregate market value of securities loaned will not at any time exceed one-third of the total assets of a fund, including collateral received from the loan (at market value computed at the time of the
loan).
Although voting rights with
respect to loaned securities pass to the borrower, the lender retains the right to recall a security (or terminate a loan) for the purpose of exercising the security’s voting rights. Efforts to recall such securities promptly may be
unsuccessful, especially for foreign securities or thinly traded securities such as small-cap stocks. In addition, because recalling a security may involve expenses to a fund, it is expected that a fund will do so only where the items being voted
upon are, in the judgment of the investment adviser, either are material to the economic value of the security or threaten to materially impact the issuer’s corporate governance policies or structure.
To the extent any fund participates in securities
lending under the current securities lending agreements with the unaffiliated lending agents, costs and expenses, including agent fees, associated with securities lending activities under the securities lending program paid to the lending agent are
approximately 15% of the gross lending revenues. All remaining revenue is retained by a fund, as applicable. No portion of the lending revenue is paid to or retained by the investment adviser or its affiliates.
Securities of Other Investment
Companies.
Investment companies generally offer investors the advantages of diversification and professional investment management, by combining shareholders’ money and investing it in securities such as
stocks, bonds and money market instruments. Investment companies include: (1) open-end funds (commonly called mutual funds) that issue and redeem their shares on a continuous basis; (2) business development companies that generally invest in, and
provide services to, privately-held companies or thinly-traded public companies (see the sub-section titled “Business Development Companies” for more information); (3) closed-end funds that offer a fixed number of shares, and are usually
listed on an exchange; and (4) unit investment trusts that generally offer a fixed number of redeemable shares. Certain open-end funds, closed-end funds and unit investment trusts are traded on exchanges (see the section titled
“Exchange-Traded Funds” for more information).
To the extent a Fund invests, or has invested, in
shares of other investment companies, including BDCs, during its prior fiscal year, the Fund, pursuant to SEC rules, must disclose any material fees and expenses indirectly incurred by the Fund as a result of such investments. These indirect fees
and expenses, to the extent incurred, will appear in the fee table of the fund’s prospectus as a separate line item captioned “Acquired Fund Fees and Expenses.”
Investment companies may make investments and use
techniques designed to enhance their performance. These may include delayed-delivery and when-issued securities transactions; swap agreements; buying and selling futures contracts, illiquid, and/or restricted securities and repurchase agreements;
and borrowing or lending money and/or portfolio securities. The risks of investing in a particular investment company will generally reflect the risks of the securities in which it invests and the investment techniques it employs. Also, investment
companies charge fees and incur expenses.
The
funds may buy securities of other investment companies, including those of foreign issuers, in compliance with the requirements of federal law or any SEC exemptive order. A fund may invest in investment companies that are not registered with the SEC
or in privately placed securities of investment companies (which may or may not be registered), such as hedge funds and offshore funds. Unregistered funds are largely exempt from the regulatory requirements that apply to registered investment
companies. As a result, unregistered funds may have a greater ability to make investments, or use investment techniques, that offer a higher potential investment return (for example, leveraging), but which may carry high risk. Unregistered funds,
while not regulated by the SEC like registered funds, may be indirectly supervised by the financial institutions (e.g., commercial and investment banks) that may provide them with loans or other sources of capital. Investments in unregistered funds
may be difficult to sell, which could
cause a fund selling an interest in an unregistered fund to lose
money. For example, many hedge funds require their investors to hold their investments for at least one year.
Federal law restricts the ability of one registered
investment company to invest in another. As a result, the extent to which a fund may invest in another investment company may be limited. With respect to investments in other mutual funds, the SEC has granted the funds an exemption from the
limitations of the 1940 Act that restrict the amount of securities of underlying mutual funds a fund may hold, provided that certain conditions are met. The conditions requested by the SEC were designed to address certain abuses perceived to be
associated with funds of funds, including unnecessary costs (such as sales loads, advisory fees and administrative costs), and undue influence by a fund of funds over the underlying fund. The conditions apply only when a fund and its affiliates in
the aggregate own more than 3% of the outstanding shares of any one underlying fund.
Under the terms of the exemptive order, each fund
and its affiliates may not control a non-affiliated underlying fund. Under the 1940 Act, any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company is assumed to
control that company. This limitation is measured at the time the investment is made.
Short Sales
may be
used by a fund as part of its overall portfolio management strategies or to offset (hedge) a potential decline in the value of a security. A fund may engage in short sales that are either “against the box” or “uncovered.” A
short sale is “against the box” if at all times during which the short position is open, a fund owns at least an equal amount of the securities or securities convertible into, or has the right to acquire, at no added cost, the securities
of the same issue as the securities that are sold short. A short sale against the box is a taxable transaction to a fund with respect to the securities that are sold short. “Uncovered” short sales are transactions under which a fund
sells a security it does not own. To complete such transaction, a fund may borrow the security through a broker to make delivery to the buyer and, in doing so, a fund becomes obligated to replace the security borrowed by purchasing the security at
the market price at the time of the replacement. A fund also may have to pay a fee to borrow particular securities, which would increase the cost of the security. In addition, a fund is often obligated to pay any accrued interest and dividends on
the securities until they are replaced. The proceeds of the short sale position will be retained by the broker until a fund replaces the borrowed securities.
A fund will incur a loss if the price of the
security sold short increases between the time of the short sale and the time the fund replaces the borrowed security and, conversely, the fund will realize a gain if the price declines. Any gain will be decreased, and any loss increased, by the
transaction costs described above. A short sale creates the risk of an unlimited loss, as the price of the underlying securities could theoretically increase without limit, thus increasing the cost of buying those securities to cover the short
position. If a fund sells securities short “against the box,” it may protect unrealized gains, but will lose the opportunity to profit on such securities if the price rises. The successful use of short selling as a hedging strategy may
be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.
A fund’s obligation to replace the securities
borrowed in connection with a short sale will be secured by collateral deposited with the broker that consists of cash or other liquid securities. In addition, a fund will earmark cash or liquid assets or place in a segregated account an amount of
cash or other liquid assets equal to the difference, if any, between (1) the market value of the securities sold short, marked-to-market daily, and (2) any cash or other liquid securities deposited as collateral with the broker in connection with
the short sale.
Temporary Defensive Investments
. During unusual economic or market conditions or for temporary defensive or liquidity purposes, the Schwab Balanced Fund and each of the Schwab Target Funds may invest up to 100% of their assets in cash, money market
instruments, repurchase agreements and other short-term obligations.
U.S. Government Securities
are issued by the U.S. Treasury or issued or guaranteed by the U.S. government or any of its agencies or instrumentalities. Not all U.S. government securities are backed by the full faith and credit of the U.S.
government. Some U.S. government securities, such as those issued by Fannie Mae, Freddie Mac, the Student Loan Marketing Association (Sallie Mae), and the Federal Home Loan Banks (FHLB), are supported by a line of credit the issuing entity has with
the U.S. Treasury. Securities issued by other issuers are supported solely by the credit of the issuing agency or instrumentality such as obligations issued by the Federal Farm Credit Banks Funding
Corporation (FFCB). There can be no assurance that the U.S.
government will provide financial support to U.S. government securities of its agencies and instrumentalities if it is not obligated to do so under law. U.S. government securities, including U.S. Treasury securities, are among the safest securities,
however, not unlike other debt securities, they are still sensitive to interest rate changes, which will cause their yields and prices to fluctuate.
On September 7, 2008, the U.S.
Treasury announced a federal takeover of Fannie Mae and Freddie Mac, placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1 billion of senior preferred stock of each instrumentality
and obtained warrants for the purchase of common stock of each instrumentality. Under these Senior Preferred Stock Purchase Agreements (SPAs), the U.S. Treasury has pledged to provide up to $100 billion per instrumentality as needed, including the
contribution of cash capital to the instrumentalities in the event their liabilities exceed their assets. On May 6, 2009, the U.S. Treasury increased its maximum commitment to each instrumentality under the SPAs to $200 billion per instrumentality.
On December 24, 2009, the U.S. Treasury further amended the SPAs to allow the cap on the U.S. Treasury’s funding commitment to increase as necessary to accommodate any cumulative reduction in Fannie Mae’s and Freddie Mac’s net
worth through the end of 2012. On August 17, 2012, the U.S. Treasury announced that it was again amending the SPAs to terminate the requirement that Fannie Mae and Freddie Mac each pay a 10% dividend annually on all amounts received under the
funding commitment. Instead, they will transfer to the U.S. Treasury on a quarterly basis all profits earned during a quarter that exceed a capital reserve amount of $3 billion. It is anticipated that the new amendment would put Fannie Mae and
Freddie Mac in a better position to service their debt. At the start of 2013, the unlimited support the U.S. Treasury extended to the two companies expired
–
Fannie
Mae’s bailout is capped at $125 billion and Freddie Mac has a limit of $149 billion.
The actions of the U.S. Treasury are intended to
ensure that Fannie Mae and Freddie Mac maintain a positive net worth and meet their financial obligations preventing mandatory triggering of receivership. No assurance can be given that the U.S. Treasury initiatives will be successful. In addition,
the future for Fannie Mae and Freddie Mac remains uncertain. The U.S. Congress has recently considered proposals to reduce the U.S. government’s role in the mortgage market and to wind down or restructure the operations of both Fannie Mae and
Freddie Mac. Should the federal government adopt any such proposal, the value of the fund’s investments in securities issued by Fannie Mae or Freddie Mac would be impacted.
Although the risk of default with the U.S.
government securities is considered unlikely, any default on the part of a portfolio investment could cause a portfolio's share price or yield to fall.
Wrap Agreements
may
be entered into by a fund with insurance companies, banks or other financial institutions (wrapper providers). A wrap agreement typically obligates the wrapper provider to maintain the value of the assets covered under the agreement (covered assets)
up to a specified maximum dollar amount upon the occurrence of certain specified events. The value is pre-determined using the purchase price of the securities plus interest at a specified rate minus an adjustment for any defaulted securities. The
specified interest rate may be adjusted periodically under the terms of the agreement. While the rate typically will reflect movements in the market rates of interest, it may at times be less or more than the actual rate of income earned on the
covered assets. The rate also can be impacted by defaulted securities and by purchase and redemption levels in the fund. The fund also pays a fee under the agreement, which reduces the rate as well.
Wrap agreements may be used as a risk management
technique intended to help minimize fluctuations in the fund’s NAV. However, the fund’s NAV will typically fluctuate at least minimally, and may fluctuate more at times when interest rates are fluctuating. Additionally, wrap agreements
do not protect against losses the fund may incur if the issuers of portfolio securities do not make timely payments of interest and/or principal. A wrap agreement provider also could default on its obligations under the agreement. Therefore, the
fund will only invest in a wrap provider with an investment-grade credit rating. There is no active trading market for wrap agreements and none is expected to develop. Therefore, wrap agreements are considered illiquid investments. There is no
guarantee that the fund will be able to purchase any wrap agreements or replace ones that defaulted. Wrap agreements are valued using procedures adopted by the Board. There are risks that the value of a wrap agreement may not be sufficient to
minimize the fluctuations in the fund’s NAV. All of these factors might result in a decline in the value of the fund’s shares.
Zero-Coupon, Step-Coupon, and Pay-in-Kind Securities
are debt securities that do not make cash interest payments throughout the period prior to maturity. Zero-coupon and step-coupon securities are sold at a deep discount to their face value. A zero-coupon security pays no
interest to its holders during its life. Step-coupon securities are debt securities that, instead of having a fixed coupon for the life of the security, have coupon or interest payments that may increase or decrease to predetermined rates at future
dates. Some step-coupon securities are issued with no coupon payments at all during an initial period, and only become interest-bearing at a future date; these securities are sold at a deep discount to their face value. Pay-in-kind securities pay
interest through the issuance of additional securities. Because such securities do not pay current cash income, the price of these securities can be volatile when interest rates fluctuate. While these securities do not pay current cash income,
federal income tax law requires the holders of zero-coupon, step-coupon, and pay-in-kind securities to include in income each year the portion of the original issue discount (or deemed discount) and other non-cash income on such securities accruing
that year. To continue to qualify as a “regulated investment company” or “RIC” under the Code and avoid a certain excise tax, a fund may be required to distribute a portion of such discount and income and may be required to
dispose of other portfolio securities, which may occur in periods of adverse market prices, to generate cash to meet these distribution requirements.
INVESTMENT LIMITATIONS AND RESTRICTIONS
Schwab
MarketTrack Portfolios
The following
investment limitations may be changed only by vote of a majority of each fund’s outstanding voting shares:
The All Equity Portfolio may not:
(1)
|
Purchase
securities of any issuer unless consistent with the maintenance of its status as a diversified company under the 1940 Act.
|
(2)
|
Concentrate
investments in a particular industry or group of industries as concentration is defined under the 1940 Act, or the rules or regulations thereunder.
|
(3)
|
(i)
Purchase or sell commodities, commodities contracts or real estate, (ii) lend or borrow money; (iii) issue senior securities; (iv) underwrite securities; or (v) pledge, mortgage or hypothecate any of its assets, except as permitted by the 1940 Act
or the rules or regulations thereunder.
|
Each of the Growth Portfolio, Balanced Portfolio and
Conservative Portfolio may not:
(1)
|
Purchase
securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be
amended or interpreted from time to time.
|
(2)
|
Concentrate
investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from
time to time.
|
(3)
|
Purchase or sell
commodities or real estate, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(4)
|
Purchase
securities of other investment companies, except as permitted by the 1940 Act, including any exemptive relief granted by the SEC.
|
(5)
|
Make
loans to other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(6)
|
Borrow money,
except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(7)
|
Issue senior
securities, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(8)
|
Underwrite
securities issued by other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
The following are
non-fundamental investment policies and restrictions, and may be changed by the Board of Trustees.
Each fund may not:
(1)
|
Sell securities
short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative
instruments are not considered selling securities short).
|
(2)
|
Purchase
securities on margin, except such short-term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts and options on futures or other derivative
instruments shall not constitute purchasing securities on margin.
|
(3)
|
Borrow money
except that the portfolio may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided
that (i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days).
|
(4)
|
Lend any security
or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements).
|
(5)
|
Purchase
securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of
industries.
|
(6)
|
Invest more than
15% of its net assets in illiquid securities.
|
(7)
|
Purchase
or sell commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that the portfolio may (i) purchase securities of companies that deal in real estate or interests therein (including REITs);
(ii) purchase or sell futures contracts, options contracts, equity index participations and index participation contracts; and (iii) purchase securities of companies that deal in precious metals or interests therein.
|
In addition, the All Equity Portfolio may not:
(1)
|
Purchase
securities of other investment companies, except as permitted by the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
Schwab Balanced Fund:
The following investment limitations may be changed
only by vote of a majority of the fund’s outstanding voting shares:
The fund may not:
(1)
|
Purchase
securities of any issuer unless consistent with the maintenance of its status as a diversified company under the 1940 Act.
|
(2)
|
Concentrate
investments in a particular industry or group of industries as concentration is defined under the 1940 Act, or the rules or regulations thereunder.
|
(3)
|
Purchase
or sell commodities, commodities contracts or real estate, lend or borrow money, issue senior securities, underwrite securities, or pledge, mortgage or hypothecate any of its assets, except as permitted by the 1940 Act or the rules or regulations
thereunder.
|
The following
investment policies and restrictions are non-fundamental and may be changed by the Board of Trustees.
The fund may not:
(1)
|
Invest more than
15% of its net assets in illiquid securities.
|
(2)
|
Purchase
securities of other investment companies, except as permitted by the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(3)
|
Sell securities
short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative
instruments are not considered selling securities short).
|
(4)
|
Purchase
securities on margin, except such short term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative
instruments shall not constitute purchasing securities on margin.
|
(5)
|
Borrow money
except that the fund may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided that
(i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days).
|
(6)
|
Lend any security
or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements).
|
(7)
|
Purchase
securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of
industries.
|
(8)
|
Purchase
or sell commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that the fund may (i) purchase securities of companies that deal in real estate or interests therein (including REITs); (ii)
purchase or sell futures contracts, options contracts, equity index participations and index participation contracts; and (iii) purchase securities of companies that deal in precious metals or interests therein.
|
Schwab
Target Funds
The following investment
policies and restrictions may be changed only by a vote of a majority of each fund’s outstanding voting shares:
Each fund may not:
(1)
|
Concentrate
investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from
time to time.
|
(2)
|
Purchase or sell
commodities or real estate, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(3)
|
Make loans to
other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(4)
|
Borrow money,
except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(5)
|
Issue senior
securities, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(6)
|
Underwrite
securities issued by other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(7)
|
Purchase
securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be
amended or interpreted from time to time.
|
The following investment policies and restrictions
are non-fundamental and may be changed by the Board of Trustees.
Each fund may not:
(1)
|
Invest more than
15% of its net assets in illiquid securities.
|
(2)
|
Sell securities
short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative
instruments are not considered selling securities short).
|
(3)
|
Purchase
securities on margin, except such short-term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative
instruments shall not constitute purchasing securities on margin.
|
(4)
|
Purchase or sell
commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that the fund may (1) purchase securities of companies that deal in real estate or interests therein (including REITs); (2) purchase
or sell futures contracts, options contracts, equity index participations and index participation contracts; and (3) purchase securities of companies that deal in precious metals or interests therein.
|
(5)
|
Borrow
money except that the fund may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided
that (i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days).
|
(6)
|
Lend any security
or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements).
|
(7)
|
Purchase
securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of
industries.
|
The following
descriptions of the 1940 Act may assist investors in understanding the above policies and restrictions.
Borrowing
.
The 1940 Act restricts an investment company from borrowing (including pledging, mortgaging or hypothecating assets) in excess of 33 1/3% of its total assets (not including temporary borrowings not in excess of 5% of its total assets). Transactions
that are fully collateralized in a manner that does not involve the prohibited issuance of a “senior security” within the meaning of Section 18(f) of the 1940 Act, shall not be regarded as borrowings for the purposes of a fund’s
investment restriction.
Concentration.
The SEC has defined concentration as investing 25% or more of an investment company’s total assets in an industry or group of industries, with certain exceptions.
Diversification.
Under the 1940 Act and the rules, regulations and interpretations thereunder, a “diversified company,” as to 75% of its total assets, may not purchase securities of any issuer (other than obligations of, or guaranteed by, the
U.S. government or its agencies, or instrumentalities or securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or more than 10% of the issuer’s voting
securities would be held by the fund.
Lending
. Under the 1940 Act, an investment company may only make loans if expressly permitted by its investment policies.
Real
Estate.
The 1940 Act does not directly restrict an investment company’s ability to invest in real estate, but does require that every investment company have a fundamental investment policy governing such investments. Each fund has
adopted a fundamental policy that would permit direct investment in real estate. However, each fund has a non-fundamental investment limitation that prohibits it from investing directly in real estate. This non-fundamental policy may be changed only
by vote of a fund’s Board of Trustees.
Senior Securities.
Senior securities may include any obligation or instrument issued by an investment company evidencing indebtedness. The 1940 Act generally prohibits each fund from issuing senior
securities, although it provides allowances for certain borrowings and certain other investments, such as short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, when such investments are “covered”
or with appropriate earmarking or segregation of assets to cover such obligations.
Underwriting.
Under the 1940 Act, underwriting securities involves an investment company purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any such activity either directly or indirectly.
Under the 1940 Act, a diversified fund may not make any commitment as underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value of its investments in securities of issuers (other than investment
companies) of which it owns more than 10% of the outstanding voting securities, exceeds 25% of the value of its total assets. The foregoing restriction does not apply to non-diversified funds.
Policies and investment limitations that state a
maximum percentage of assets that may be invested in a security or other asset, or that set forth a quality standard shall be measured immediately after and as a result of a fund’s acquisition of such security or asset, unless otherwise noted.
Except with respect to limitations on borrowing and futures and option contracts, any subsequent change in total assets or net assets or other circumstances does not require a fund to sell an investment if it could not then make the same investment.
With respect to the limitation on illiquid securities, in the event that a subsequent change in net assets or other circumstances cause a fund to exceed its limitation, the fund will take steps to bring the aggregate amount of illiquid instruments
back within the limitations as soon as reasonably practicable.
Management of the FUNDS
The funds are overseen by a Board.
The trustees are responsible for protecting shareholder interests. The trustees regularly meet to review the investment activities, contractual arrangements and the investment performance of each fund. The trustees met 6 times during the most recent
fiscal year.
Certain trustees are
“interested persons.” A trustee is considered an interested person of a trust under the 1940 Act if he or she is an officer, director, or an employee of Charles Schwab Investment Management, Inc. (CSIM or the investment adviser) or,
Charles Schwab & Co., Inc. (Schwab), the funds' distributor. A trustee also may be considered an interested person of the trust under the 1940 Act if he or she owns stock of The Charles Schwab Corporation, a publicly traded company and the
parent company of the funds’ investment adviser and distributor.
As used herein, the terms “Fund
Complex” and “Family of Investment Companies” each refer collectively to The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios, Schwab Capital Trust, Schwab Strategic Trust and Laudus Trust which, as of
February 25, 2016, included 96 funds. As used herein, the term “Schwab Funds” refers collectively to The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios and Schwab Capital Trust; the term “Laudus
Funds” refers to collectively Laudus Trust and Laudus Institutional Trust; and the term “Schwab ETFs” refers to Schwab Strategic Trust.
Each of the officers and/or trustees also serves in
the same capacity, unless otherwise noted, for The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios, Schwab Capital Trust, Schwab Strategic Trust and Laudus Trust. Certain officers and/or trustees also serve as officers
and/or trustees of the Laudus Institutional Trust, which has no series. The tables below provide information about the trustees and officers for the trust, which includes funds in this SAI. The address of each individual listed below is 211 Main
Street, San Francisco, California 94105.
NAME,
YEAR OF BIRTH, AND
POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND
LENGTH OF TIME SERVED
1
)
|
PRINCIPAL
OCCUPATIONS
DURING THE PAST FIVE YEARS
|
NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
BY THE
TRUSTEE
|
OTHER
DIRECTORSHIPS
DURING THE
PAST FIVE
YEARS
|
INDEPENDENT
TRUSTEES
|
Robert
W. Burns
1959
Trustee
(Trustee of Schwab Strategic Trust since 2009; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2016)
|
Retired/Private
Investor (Jan. 2009-present). Formerly, Managing Director, Pacific Investment Management Company, LLC (PIMCO) and President, PIMCO Funds.
|
96
|
Director,
PS Business Parks, Inc. (2005-2012)
|
John
F. Cogan
1947
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust and Laudus Institutional Trust since 2010; Schwab Strategic Trust
since 2016)
|
Senior
Fellow, The Hoover Institution at Stanford University (Oct. 1979-present); Senior Fellow, Stanford Institute for Economic Policy Research (2000-present); Professor of Public Policy, Stanford University (1994-2015).
|
96
|
Director,
Gilead Sciences, Inc. (2005-present)
|
Stephen
Timothy Kochis
1946
Trustee
(Trustee of Schwab Strategic Trust since 2012; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2016)
|
CEO
and Owner, Kochis Global (wealth management consulting) (May 2012-present); Chairman and CEO, Aspiriant, LLC (wealth management) (Jan. 2008-Apr. 2012).
|
96
|
None
|
NAME,
YEAR OF BIRTH, AND
POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND
LENGTH OF TIME SERVED
1
)
|
PRINCIPAL
OCCUPATIONS
DURING THE PAST FIVE YEARS
|
NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
BY THE
TRUSTEE
|
OTHER
DIRECTORSHIPS
DURING THE
PAST FIVE
YEARS
|
INDEPENDENT
TRUSTEES
|
David
L. Mahoney
1954
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2011; Schwab Strategic Trust since 2016)
|
Private
Investor.
|
96
|
Director,
Symantec Corporation (2003-present)
Director, Corcept Therapeutics
Incorporated (2004-present)
Director, Adamas Pharmaceuticals, Inc. (2009-present)
|
Kiran
M. Patel
1948
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2011; Schwab Strategic Trust since 2016)
|
Retired.
Executive Vice President and General Manager of Small Business Group, Intuit, Inc. (financial software and services firm for consumers and small businesses) (Dec. 2008-Sept. 2013).
|
96
|
Director,
KLA-Tencor Corporation (2008-present)
|
Kimberly
S. Patmore
1956
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, and Laudus Trust since 2016)
|
Consultant,
Patmore Management Consulting (management consulting) (2008-present).
|
96
|
None
|
Charles
A. Ruffel
1956
Trustee
(Trustee of Schwab Strategic Trust since 2009; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2015)
|
Co-Chief
Executive Officer, Kudu Investment Management, LLC (financial services) (Jan. 2015-present); Partner, Kudu Advisors, LLC (financial services) (June 2008-Jan. 2015); Advisor, Asset International, Inc. (publisher of financial services information)
(Aug. 2008-Jan. 2015).
|
96
|
None
|
NAME,
YEAR OF BIRTH, AND
POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND
LENGTH OF TIME SERVED
1
)
|
PRINCIPAL
OCCUPATIONS
DURING THE PAST FIVE YEARS
|
NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
BY THE
TRUSTEE
|
OTHER
DIRECTORSHIPS
DURING THE
PAST FIVE
YEARS
|
INDEPENDENT
TRUSTEES
|
Gerald
B. Smith
1950
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2000; Laudus Trust and Laudus Institutional Trust since 2010; Schwab Strategic Trust
since 2016)
|
Chairman,
Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (Mar. 1990-present).
|
96
|
Director,
Eaton (2012-present)
Director and Chairman of the Audit Committee, Oneok Partners LP (2003-2013)
Director, Oneok, Inc. (2009-2013)
Lead Independent Director, Board of Cooper Industries (2002-2012)
|
Joseph
H. Wender
1944
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust and Laudus Institutional Trust since 2010; Schwab Strategic Trust
since 2016)
|
Senior
Consultant, Goldman Sachs & Co., Inc. (investment banking and securities firm) (Jan. 2008-present); Partner, Colgin Partners, LLC (vineyards) (Feb. 1998-present).
|
96
|
Board
Member and Chairman of the Audit Committee, Isis Pharmaceuticals (1994-present)
Lead Independent Director and Chair of Audit Committee, OUTFRONT Media Inc. (2014-present)
|
INTERESTED
TRUSTEES
|
Walter
W. Bettinger II
2
1960
Chairman and Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and
Schwab Annuity Portfolios since 2008; Schwab Strategic Trust since 2009; Laudus Trust and Laudus Institutional Trust since 2010)
|
Director,
President and Chief Executive Officer, The Charles Schwab Corporation (Oct. 2008-present); President and Chief Executive Officer (Oct. 2008-present), Director (May 2008-present), Charles Schwab & Co., Inc.; Director, Charles Schwab Bank (Apr.
2006-present); and Director, Schwab Holdings, Inc. (May 2008-present).
|
96
|
Director,
The Charles Schwab Corporation (2008-present)
|
NAME,
YEAR OF BIRTH, AND
POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND
LENGTH OF TIME SERVED
1
)
|
PRINCIPAL
OCCUPATIONS
DURING THE PAST FIVE YEARS
|
NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
BY THE
TRUSTEE
|
OTHER
DIRECTORSHIPS
DURING THE
PAST FIVE
YEARS
|
INTERESTED
TRUSTEES
|
Marie
A. Chandoha
2
1961
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust and Laudus Trust since 2016)
|
Director,
President and Chief Executive Officer (Dec. 2010-present), Chief Investment Officer (Sept. 2010-Oct. 2011), Charles Schwab Investment Management, Inc.; Trustee (Jan. 2016-present), President, Chief Executive Officer (Dec. 2010-present), and Chief
Investment Officer (Sept. 2010-Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited (Jan. 2011-present); Global Head of Fixed Income Business
Division, BlackRock, Inc. (formerly Barclays Global Investors) (Mar. 2007-Aug. 2010).
|
96
|
None
|
Joseph
R. Martinetto
2
1962
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust and Laudus Trust since 2016)
|
Senior
Executive Vice President and Chief Financial Officer, The Charles Schwab Corporation and Charles Schwab & Co., Inc. (July 2015-present); Executive Vice President and Chief Financial Officer of The Charles Schwab Corporation and Charles Schwab
& Co., Inc. (May 2007-July 2015); Director, Charles Schwab & Co., Inc. (May 2007-present); Director (Apr. 2010-present) and Chief Executive Officer (July 2013-Apr. 2015), Charles Schwab Bank; Director, Executive Vice President and Chief
Financial Officer, Schwab Holdings, Inc. (May 2007-present).
|
96
|
None
|
NAME,
YEAR OF BIRTH, AND
POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND LENGTH OF TIME
SERVED
3
)
|
PRINCIPAL
OCCUPATIONS DURING THE PAST
FIVE YEARS
|
OFFICERS
|
Marie
A. Chandoha
1961
President and Chief Executive Officer
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional
Trust since 2010)
|
Director,
President and Chief Executive Officer (Dec. 2010-present), Chief Investment Officer (Sept. 2010-Oct. 2011), Charles Schwab Investment Management, Inc.; Trustee (Jan. 2016-present), President, Chief Executive Officer (Dec. 2010-present), and Chief
Investment Officer (Sept. 2010-Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited (Jan. 2011-present); Global Head of Fixed Income Business
Division, BlackRock, Inc. (formerly Barclays Global Investors) (Mar. 2007-Aug. 2010).
|
NAME,
YEAR OF BIRTH, AND
POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND LENGTH OF TIME
SERVED
3
)
|
PRINCIPAL
OCCUPATIONS DURING THE PAST
FIVE YEARS
|
OFFICERS
|
Mark
Fischer
1970
Treasurer and Chief Financial Officer
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust
since 2013)
|
Treasurer
and Chief Financial Officer, Schwab Funds, Laudus Funds and Schwab ETFs (Jan. 2016-present); Assistant Treasurer, Schwab Funds and Laudus Funds (Dec. 2013-Dec. 2015), Schwab ETFs (Nov. 2013-Dec. 2015); Vice President, Charles Schwab Investment
Management, Inc. (Oct. 2013-present); Executive Director, J.P. Morgan Investor Services (Apr. 2011-Sept. 2013); Assistant Treasurer, Massachusetts Financial Service Investment Management (May 2005-Mar. 2011).
|
George
Pereira
1964
Senior Vice President and Chief Operating Officer
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2004; Laudus Trust and Laudus Institutional
Trust since 2006; Schwab Strategic Trust since 2009)
|
Senior
Vice President and Chief Financial Officer (Nov. 2004-present), Chief Operating Officer (Jan. 2011-present), Charles Schwab Investment Management, Inc.; Senior Vice President and Chief Operating Officer (Jan. 2016-present), Treasurer and Chief
Financial Officer, Laudus Funds (June 2006-Dec. 2015); Treasurer and Principal Financial Officer, Schwab Funds (Nov. 2004-Dec. 2015) and Schwab ETFs (Oct. 2009-Dec. 2015); Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset
Management (Ireland) Limited (April 2005-present).
|
Omar
Aguilar
1970
Senior Vice President and Chief Investment Officer
–
Equities
(Officer of The Charles Schwab Family of Funds, Schwab Investments,
Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust since 2011)
|
Senior
Vice President and Chief Investment Officer
–
Equities, Charles Schwab Investment Management, Inc. (Apr. 2011-present); Senior Vice President and Chief
Investment Officer
–
Equities, Schwab Funds, Laudus Funds and Schwab ETFs (June 2011-present); Head of the Portfolio Management Group and Vice President of
Portfolio Management, Financial Engines, Inc. (May 2009-Apr. 2011); Head of Quantitative Equity, ING Investment Management (July 2004-Jan. 2009).
|
Brett
Wander
1961
Senior Vice President and Chief Investment Officer
–
Fixed Income
(Officer of The Charles Schwab Family of Funds, Schwab Investments,
Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust since 2011)
|
Senior
Vice President and Chief Investment Officer
–
Fixed Income, Charles Schwab Investment Management, Inc. (Apr. 2011-present); Senior Vice President and Chief
Investment Officer
–
Fixed Income, Schwab Funds, Laudus Funds and Schwab ETFs (June 2011-present); Senior Managing Director, Global Head of Active Fixed-Income
Strategies, State Street Global Advisors (Jan. 2008-Oct. 2010); Director of Alpha Strategies Loomis, Sayles & Company (Apr. 2006-Jan. 2008).
|
David
Lekich
1964
Chief Legal Officer and Secretary, Schwab Funds and Schwab ETFs
Vice President and Assistant Clerk, Laudus Funds
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust since 2011)
|
Senior
Vice President (Sept. 2011-present), Vice President (Mar. 2004-Sept. 2011), Charles Schwab & Co., Inc.; Senior Vice President and Chief Counsel (Sept. 2011-present), Vice President (Jan. 2011-Sept. 2011), Charles Schwab Investment Management,
Inc.; Secretary (Apr. 2011-present) and Chief Legal Officer (Dec. 2011-present), Schwab Funds; Vice President and Assistant Clerk, Laudus Funds (Apr. 2011-present); Secretary (May 2011-present) and Chief Legal Officer (Nov. 2011-present), Schwab
ETFs.
|
Catherine
MacGregor
1964
Vice President and Assistant Secretary, Schwab Funds and Schwab ETFs
Chief Legal Officer, Vice President and Clerk, Laudus Funds
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital
Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2005; Schwab Strategic Trust since 2009)
|
Vice
President, Charles Schwab & Co., Inc., Charles Schwab Investment Management, Inc. (July 2005-present); Vice President (Dec. 2005-present), Chief Legal Officer and Clerk (Mar. 2007-present), Laudus Funds; Vice President (Nov. 2005-present) and
Assistant Secretary (June 2007-present), Schwab Funds; Vice President and Assistant Secretary, Schwab ETFs (Oct. 2009-present).
|
1
|
Each Trustee shall
hold office until the election and qualification of his or her successor, or until he or she dies, resigns or is removed. The retirement policy requires that each independent trustee retire by December 31 of the year in which
|
|
Trustee turns 74
or the Trustee’s twentieth year of service as an independent trustee on any trust in the Fund Complex, whichever occurs first.
|
2
|
Mr. Bettinger, Ms.
Chandoha and Mr. Martinetto are Interested Trustees because they own stock of The Charles Schwab Corporation, the parent company of the investment adviser.
|
3
|
The
President, Treasurer and Secretary/Clerk hold office until their respective successors are chosen and qualified or until he or she sooner dies, resigns, is removed or becomes disqualified. Each of the other officers serves at the pleasure of the
Boards.
|
Board
Leadership Structure
The Chairman of the Board, Walter
W. Bettinger II, is Chief Executive Officer and a member of the Board of Directors of The Charles Schwab Corporation and an interested person of the trust as that term is defined in the Investment Company Act of 1940. The trust does not have a
single lead independent trustee. The Board is comprised of a super-majority (75 percent) of trustees who are not interested persons of the trust (i.e., “independent trustees”). There are three primary committees of the Board: the Audit,
Compliance and Valuation Committee; the Governance Committee; and the Investment Oversight Committee. Each of the Committees is chaired by an independent trustee, and each Committee is comprised solely of independent trustees. The Committee chairs
preside at Committee meetings, participate in formulating agendas for those meetings, and coordinate with management to serve as a liaison between the independent trustees and management on matters within the scope of the responsibilities of each
Committee as set forth in its Board-approved charter. The Board has determined that this leadership structure is appropriate given the specific characteristics and circumstances of the trust. The Board made this determination in consideration of,
among other things, the fact that the independent trustees of the trust constitute a super-majority of the Board, the fact that Committee chairs are independent trustees, the number of funds (and classes) overseen by the Board, and the total number
of trustees on the Board.
Board
Oversight of Risk Management
Like most mutual
funds, fund management and its other service providers have responsibility for day-to-day risk management for the funds. The Board’s duties, as part of its risk oversight of the trust consist of monitoring risks identified during regular and
special reports to the Committees of the Board, as well as regular and special reports to the full Board. In addition to monitoring such risks, the Committees and the Board oversee efforts of fund management and service providers to manage risks to
which the funds of the trust may be exposed. For example, the Investment Oversight Committee meets with portfolio managers and receives regular reports regarding investment risk and credit risk of a fund’s portfolio. The Audit, Compliance and
Valuation Committee meets with the funds’ Chief Compliance Officer and Chief Financial Officer and receives regular reports regarding compliance risks, operational risks and risks related to the valuation and liquidity of portfolio securities.
From its review of these reports and discussions with management, each Committee receives information about the material risks of the funds of the trust and about how management and service providers mitigate those risks, enabling the independent
Committee chairs and other independent members of the Committees to discuss these risks with the full Board.
The Board recognizes that not all risks that may
affect the funds can be identified nor can processes and controls be developed to eliminate or mitigate the occurrence or effects of certain risks; some risks are simply beyond the reasonable control of the funds, their management, and service
providers. Although the risk oversight functions of the Board, and the risk management policies of fund management and fund service providers, are designed to be effective, there is no guarantee that they will eliminate or mitigate all risks. In
addition, it may be necessary to bear certain risks (such as investment-related risks) to achieve each fund’s investment objective. As a result of the foregoing and other factors, the funds’ ability to manage risk is subject to
significant limitations.
Individual Trustee
Qualifications
The Board has concluded that
each of the trustees should initially and continue to serve on the Board because of (i) his or her ability to review and understand information about the trust provided to them by management, to identify and request other information they may deem
relevant to the performance of their duties, to question management regarding material factors bearing on the management of the trust, and to exercise their business judgment in a manner that serves the best interests of the trust's shareholders and
(ii) the trustee’s experience, qualifications, attributes or skills as described below.
The Board has concluded that Mr.
Bettinger should serve as trustee of the trust because of the experience he gained as president and chief executive officer of The Charles Schwab Corporation, his knowledge of and experience in the financial services industry, and the experience he
has gained serving as trustee of the Schwab Funds since 2008, the Schwab ETFs since 2009, and the Laudus Funds since 2010.
The Board has concluded that Mr. Burns should serve
as trustee of the trust because of the experience he gained as managing director of Pacific Investment Management Company, LLC (PIMCO) and president of PIMCO Funds as well as the experience he has gained serving as trustee of the Schwab ETFs since
2009, and his experience serving as chair of the Schwab ETFs’ Audit, Compliance and Valuation Committee until December 2015.
The Board has concluded that Ms. Chandoha should
serve as trustee of the trust because of the experience she gained as president and chief executive officer of Charles Schwab Investment Management, Inc., the Schwab Funds, Schwab ETFs and Laudus Funds, as well as her knowledge of and experience of
financial and investment management services.
The Board has concluded that Mr. Cogan should serve
as trustee of the trust because of the experience he has gained serving as a senior fellow and professor of public policy at a university and his former service in government, the experience he has gained serving as trustee of the Schwab Funds since
2008 and Laudus Funds since 2010, and his service on other public company boards.
The Board has concluded that Mr. Kochis should
serve as trustee of the trust because of the experience he gained serving as chair and chief executive officer of Aspiriant, LLC, an advisory firm, as well as his knowledge of and experience in wealth management consulting and the experience he has
gained serving as trustee of the Schwab ETFs since 2012.
The Board has concluded that Mr. Mahoney should
serve as trustee of the trust because of the experience he gained serving as trustee of the Schwab Funds and Laudus Funds since 2011, as co-chief executive officer of a healthcare services company, and his service on other public company
boards.
The Board has concluded that Mr.
Martinetto should serve as trustee of the trust because of his experience serving as senior executive vice president and chief financial officer of The Charles Schwab Corporation and Charles Schwab & Co., Inc.
The Board has concluded that Mr. Patel should serve
as trustee of the trust because of the experience he gained serving as trustee of the Schwab Funds and Laudus Funds since 2011, as executive vice president, general manager and chief financial officer of a software company, his service on other
public company boards, and his experience serving as chair of the Schwab Funds and Laudus Funds’ Audit, Compliance and Valuation Committee.
The Board has concluded that Ms. Patmore should
serve as trustee of the trust because of her experience serving as chief financial officer and executive vice president of First Data Payment Business and First Data Corporation, as well as her knowledge of and experience in management
consulting.
The Board has concluded that Mr.
Ruffel should serve as trustee of the trust because of the experience he gained as the founder and former chief executive officer of a publisher and information services firm specializing in the retirement plan industry, his experience in and
knowledge of the financial services industry, and the experience he has gained serving as trustee of the Schwab ETFs since 2009, and his experience serving as chair of the Schwab ETFs’ Investment Oversight Committee until December 2015.
The Board has concluded that Mr. Smith should serve
as trustee of the trust because of the experience he has gained as managing partner of his own investment advisory firm, the experience he has gained serving as trustee of the Schwab Funds since 2000, as trustee of the Laudus Funds since 2010, his
service on other public company boards, and his experience serving as chair of the Schwab Funds’ and Laudus Funds’ Investment Oversight Committee.
The Board has concluded that Mr. Wender should
serve as trustee of the trust because of the experience he gained serving as former partner and head of the financial institutions group of an investment bank, the experience he has
gained serving as trustee of the
Schwab Funds since 2008, as trustee of the Laudus Funds since 2010, and his service on other public company boards.
Trustee Committees
The Board of Trustees has established certain
committees and adopted Committee charters with respect to those committees, each as described below:
•The
Audit, Compliance and Valuation Committee reviews the integrity of the trust’s financial reporting processes and compliance policies, procedures and processes, and the trust’s overall system of internal controls. The Audit, Compliance
and Valuation Committee also reviews and evaluates the qualifications, independence and performance of the trust’s independent auditors, and the implementation and operation of the trust's valuation policy and procedures. This Committee is
comprised of at least three independent trustees and currently has the following members: Kiran M. Patel (Chairman), Robert W. Burns, John F. Cogan and Kimberly Patmore. The Committee met 4 times during the most recent fiscal year.
•The Governance Committee
reviews and makes recommendations to the Board regarding trust governance-related matters, including but not limited to Board compensation practices, retirement policies and term limits, Board self-evaluations, the effectiveness and allocation of
assignments and functions by the Board, the composition of Committees of the Board, and the training of Trustees. The Governance Committee is responsible for selecting and nominating candidates to serve as Trustees. The Governance Committee does not
have a written policy with respect to consideration of candidates for Trustee submitted by shareholders. However, if the Governance Committee determined that it would be in the best interests of the trust to fill a vacancy on the Board of Trustees,
and a shareholder submitted a candidate for consideration by the Board of Trustees to fill the vacancy, the Governance Committee would evaluate that candidate in the same manner as it evaluates nominees identified by the Governance Committee.
Nominee recommendations may be submitted to the Secretary of the trust at the trust’s principal business address. This Committee is comprised of at least three independent trustees and currently has the following members: John F. Cogan
(Chairman), Stephen Timothy Kochis, David L. Mahoney and Joseph H. Wender. The Committee met 4 times during the most recent fiscal year.
•The Investment Oversight
Committee reviews the investment activities of the trust and the performance of the Funds’ investment advisers. This Committee is comprised of at least three Trustees (at least two-thirds of whom shall be independent trustees) and currently
has the following members: Gerald B. Smith (Chairman), Stephen Timothy Kochis, David L. Mahoney, Charles A. Ruffel and Joseph H. Wender. The Committee met 5 times during the most recent fiscal year.
Trustee Compensation
The following table provides
trustee compensation for the fiscal year ended October 31, 2015.
Name
of Trustee
|
Aggregate
Compensation
From the Funds
|
Pension
or Retirement
Benefits Accrued as Part
of Fund Expenses
|
Total
Compensation
from Fund Complex
|
Interested
Trustees
|
Walter
W. Bettinger II
|
None
|
N/A
|
None
|
Marie
A. Chandoha
1
|
None
|
N/A
|
None
|
Joseph
R. Martinetto
1
|
None
|
N/A
|
None
|
Independent
Trustees
|
Robert
W. Burns
1
|
None
|
N/A
|
$134,000
|
Mariann
Byerwalter*
|
$3,478
|
N/A
|
$77,000
|
John
F. Cogan
|
$13,239
|
N/A
|
$286,000
|
Stephen
Timothy Kochis
1
|
None
|
N/A
|
$124,000
|
David
L. Mahoney
|
$13,239
|
N/A
|
$286,000
|
Kiran
M. Patel
|
$13,886
|
N/A
|
$300,000
|
Kimberly
S. Patmore
1
|
None
|
N/A
|
None
|
Charles
A. Ruffel
2
|
$12,028
|
N/A
|
$389,959
|
Gerald
B. Smith
|
$13,886
|
N/A
|
$300,000
|
Joseph
H. Wender
|
$13,239
|
N/A
|
$286,000
|
*
|
Ms. Byerwalter
resigned effective March 9, 2015
|
1
Trustee joined the Board effective January 1, 2016.
2
|
Mr. Ruffel joined
the Board effective February 6, 2015.
|
Securities Beneficially Owned By Each Trustee
The following tables provide each
trustee’s equity ownership of the funds and ownership of all registered investment companies overseen by each trustee in the Family of Investment Companies as of December 31, 2015.
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Interested
Trustees
|
Walter
W. Bettinger II
|
Schwab
Balanced Fund
None
Schwab MarketTrack All Equity Portfolio
None
Schwab MarketTrack Growth Portfolio
None
Schwab MarketTrack Balanced Portfolio
None
Schwab MarketTrack Conservative
Portfolio
None
Schwab Target 2010 Fund
None
Schwab Target 2015 Fund
None
Schwab Target 2020 Fund
None
Schwab Target 2025 Fund
None
Schwab Target 2030
Fund
None
Schwab Target 2035 Fund
None
Schwab Target 2040 Fund
None
Schwab Target 2045 Fund
None
Schwab Target 2050 Fund
None
Schwab Target 2055
Fund
None
|
Over
$100,000
|
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Interested
Trustees
|
Marie
A. Chandoha
1
|
Schwab
Balanced Fund
None
Schwab MarketTrack All Equity Portfolio
None
Schwab MarketTrack Growth Portfolio
None
Schwab MarketTrack Balanced Portfolio
None
Schwab MarketTrack Conservative
Portfolio
None
Schwab Target 2010 Fund
None
Schwab Target 2015 Fund
None
Schwab Target 2020 Fund
None
Schwab Target 2025 Fund
None
Schwab Target 2030 Fund
Over
$100,000
Schwab Target 2035 Fund
None
Schwab Target 2040 Fund
None
Schwab Target 2045 Fund
None
Schwab Target 2050 Fund
None
Schwab Target 2055 Fund
None
|
Over
$100,000
|
Joseph
R. Martinetto
1
|
Schwab
Balanced Fund
None
Schwab MarketTrack All Equity Portfolio
None
Schwab MarketTrack Growth Portfolio
None
Schwab MarketTrack Balanced Portfolio
None
Schwab MarketTrack Conservative
Portfolio
None
Schwab Target 2010 Fund
None
Schwab Target 2015 Fund
None
Schwab Target 2020 Fund
None
Schwab Target 2025 Fund
None
Schwab Target 2030
Fund
None
Schwab Target 2035 Fund
None
Schwab Target 2040 Fund
None
Schwab Target 2045 Fund
None
Schwab Target 2050 Fund
None
Schwab Target 2055
Fund
None
|
Over
$100,000
|
Independent
Trustees
|
Robert
W. Burns
1
|
Schwab
Balanced Fund
None
Schwab MarketTrack All Equity Portfolio
None
Schwab MarketTrack Growth Portfolio
None
Schwab MarketTrack Balanced Portfolio
None
Schwab MarketTrack Conservative
Portfolio
None
Schwab Target 2010 Fund
None
Schwab Target 2015 Fund
None
Schwab Target 2020 Fund
None
Schwab Target 2025 Fund
None
Schwab Target 2030
Fund
None
Schwab Target 2035 Fund
None
Schwab Target 2040 Fund
None
Schwab Target 2045 Fund
None
Schwab Target 2050 Fund
None
Schwab Target 2055
Fund
None
|
Over
$100,000
|
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Independent
Trustees
|
John
F. Cogan
|
Schwab
Balanced Fund
None
Schwab MarketTrack All Equity Portfolio
None
Schwab MarketTrack Growth Portfolio
None
Schwab MarketTrack Balanced Portfolio
None
Schwab MarketTrack Conservative
Portfolio
None
Schwab Target 2010 Fund
None
Schwab Target 2015 Fund
None
Schwab Target 2020 Fund
None
Schwab Target 2025 Fund
None
Schwab Target 2030
Fund
None
Schwab Target 2035 Fund
None
Schwab Target 2040 Fund
None
Schwab Target 2045 Fund
None
Schwab Target 2050 Fund
None
Schwab Target 2055
Fund
None
|
Over
$100,000
|
Stephen
Timothy Kochis
1
|
Schwab
Balanced Fund
None
Schwab MarketTrack All Equity Portfolio
None
Schwab MarketTrack Growth Portfolio
None
Schwab MarketTrack Balanced Portfolio
None
Schwab MarketTrack Conservative
Portfolio
None
Schwab Target 2010 Fund
None
Schwab Target 2015 Fund
None
Schwab Target 2020 Fund
None
Schwab Target 2025 Fund
None
Schwab Target 2030
Fund
None
Schwab Target 2035 Fund
None
Schwab Target 2040 Fund
None
Schwab Target 2045 Fund
None
Schwab Target 2050 Fund
None
Schwab Target 2055
Fund
None
|
Over
$100,000
|
David
L. Mahoney
|
Schwab
Balanced Fund
None
Schwab MarketTrack All Equity Portfolio
None
Schwab MarketTrack Growth Portfolio
None
Schwab MarketTrack Balanced Portfolio
None
Schwab MarketTrack Conservative
Portfolio
None
Schwab Target 2010 Fund
None
Schwab Target 2015 Fund
None
Schwab Target 2020 Fund
None
Schwab Target 2025 Fund
None
Schwab Target 2030
Fund
None
Schwab Target 2035 Fund
None
Schwab Target 2040 Fund
None
Schwab Target 2045 Fund
None
Schwab Target 2050 Fund
None
Schwab Target 2055
Fund
None
|
Over
$100,000
|
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Independent
Trustees
|
Kiran
M. Patel
|
Schwab
Balanced Fund
None
Schwab MarketTrack All Equity Portfolio
None
Schwab MarketTrack Growth Portfolio
None
Schwab MarketTrack Balanced Portfolio
None
Schwab MarketTrack Conservative
Portfolio
None
Schwab Target 2010 Fund
None
Schwab Target 2015 Fund
None
Schwab Target 2020 Fund
None
Schwab Target 2025 Fund
None
Schwab Target 2030
Fund
None
Schwab Target 2035 Fund
None
Schwab Target 2040 Fund
None
Schwab Target 2045 Fund
None
Schwab Target 2050 Fund
None
Schwab Target 2055
Fund
None
|
Over
$100,000
|
Kimberly
S. Patmore
1
|
Schwab
Balanced Fund
None
Schwab MarketTrack All Equity Portfolio
None
Schwab MarketTrack Growth Portfolio
None
Schwab MarketTrack Balanced Portfolio
None
Schwab MarketTrack Conservative
Portfolio
None
Schwab Target 2010 Fund
None
Schwab Target 2015 Fund
None
Schwab Target 2020 Fund
None
Schwab Target 2025 Fund
None
Schwab Target 2030
Fund
None
Schwab Target 2035 Fund
None
Schwab Target 2040 Fund
None
Schwab Target 2045 Fund
None
Schwab Target 2050 Fund
None
Schwab Target 2055
Fund
None
|
Over
$100,000
|
Charles
A. Ruffel
|
Schwab
Balanced Fund
None
Schwab MarketTrack All Equity Portfolio
None
Schwab MarketTrack Growth Portfolio
None
Schwab MarketTrack Balanced Portfolio
None
Schwab MarketTrack Conservative
Portfolio
None
Schwab Target 2010 Fund
None
Schwab Target 2015 Fund
None
Schwab Target 2020 Fund
None
Schwab Target 2025 Fund
None
Schwab Target 2030
Fund
None
Schwab Target 2035 Fund
None
Schwab Target 2040 Fund
None
Schwab Target 2045 Fund
None
Schwab Target 2050 Fund
None
Schwab Target 2055
Fund
None
|
Over
$100,000
|
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Independent
Trustees
|
Gerald
B. Smith
|
Schwab
Balanced Fund
None
Schwab MarketTrack All Equity Portfolio
None
Schwab MarketTrack Growth Portfolio
None
Schwab MarketTrack Balanced Portfolio
None
Schwab MarketTrack Conservative
Portfolio
None
Schwab Target 2010 Fund
None
Schwab Target 2015 Fund
None
Schwab Target 2020 Fund
None
Schwab Target 2025 Fund
None
Schwab Target 2030
Fund
None
Schwab Target 2035 Fund
None
Schwab Target 2040 Fund
None
Schwab Target 2045 Fund
None
Schwab Target 2050 Fund
None
Schwab Target 2055
Fund
None
|
Over
$100,000
|
Joseph
H. Wender
|
Schwab
Balanced Fund
None
Schwab MarketTrack All Equity Portfolio
None
Schwab MarketTrack Growth Portfolio
None
Schwab MarketTrack Balanced Portfolio
None
Schwab MarketTrack Conservative
Portfolio
None
Schwab Target 2010 Fund
None
Schwab Target 2015 Fund
None
Schwab Target 2020 Fund
None
Schwab Target 2025 Fund
None
Schwab Target 2030
Fund
None
Schwab Target 2035 Fund
None
Schwab Target 2040 Fund
None
Schwab Target 2045 Fund
None
Schwab Target 2050 Fund
None
Schwab Target 2055
Fund
None
|
Over
$100,000
|
1
|
Trustee joined the
Board effective January 1, 2016.
|
As of December 31, 2015, none of the Independent
Trustees or their immediate family members owned beneficially or of record any securities of CSIM or Schwab, or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with
CSIM or Schwab, except as follows: Kimberly S. Patmore may have been deemed to be a beneficial owner of securities issued by The Charles Schwab Corporation (CSC) as a result of beneficial ownership of common stock of CSC by an immediate family
member and an estate planning entity. As of December 31, 2015, the holdings of CSC common stock had a market value of $6,274.56 and represented substantially less than one percent of the common stock of CSC. The securities were disposed of after
December 31, 2015 and prior to the date of this SAI. CSC is the parent company of CSIM and Schwab.
Deferred Compensation Plan
Independent trustees may enter into a fee deferral
plan. Under this plan, deferred fees will be credited to an account established by the trust as of the date that such fees would have been paid to the trustee. The value of this account will equal the value that the account would have if the fees
credited to the account had been invested in the shares of Schwab Funds
®
selected by the trustee. Currently, none of the Independent Trustees has
elected to participate in this plan.
Code of Ethics
The funds, the investment adviser and Schwab have
adopted a Code of Ethics as required under the 1940 Act. Subject to certain conditions or restrictions, the Code of Ethics permits the trustees, directors, officers or advisory representatives of the funds or the investment adviser or the directors
or officers of Schwab to buy or sell directly or indirectly securities for their own accounts. This includes securities that may be purchased or held by the funds. Securities transactions by some of these individuals may be subject to prior approval
of the investment adviser’s Chief Compliance Officer or alternate. Most securities transactions are subject to quarterly reporting and review requirements.
Control Persons And Principal Holders Of
Securities
As of February 1, 2016, the
officers and trustees of the trust, as a group owned of record, directly or beneficially, less than 1% of the outstanding voting securities of the funds.
Persons who owned of record or beneficially more
than 25% of a fund’s outstanding shares may be deemed to control the fund within the meaning of the 1940 Act. Shareholders controlling the fund could have the ability to vote a majority of the shares of the fund on any matter requiring the
approval of shareholders of the fund.
As of February 1, 2016, Appendix
–
Principal Holders of Securities lists persons or entities that owned, of record or beneficially, more than 5% of the outstanding voting securities of the listed
funds.
Investment Advisory and
Other Services
Investment Adviser
CSIM, a wholly owned subsidiary of
The Charles Schwab Corporation, 211 Main Street, San Francisco, CA 94105, serves as the funds’ investment adviser and administrator pursuant to an Investment Advisory and Administration Agreement (Advisory Agreement) between it and the trust.
Schwab is an affiliate of the investment adviser and is the trust’s distributor. Charles R. Schwab is the founder, Chairman and Director of The Charles Schwab Corporation. As a result of his ownership of and interests in The Charles Schwab
Corporation, Mr. Schwab may be deemed to be a controlling person of the investment adviser and Schwab.
Advisory Agreement
The continuation of a fund’s Advisory
Agreement must be specifically approved at least annually (1) by the vote of the trustees or by a vote of the shareholders of the fund, and (2) by the vote of a majority of the trustees who are not parties to the investment advisory agreement or
“interested persons” of any party (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.
Each year, the Board of Trustees calls and holds a
meeting to decide whether to renew the Advisory Agreement between the trust and CSIM with respect to existing funds in the trust. In preparation for the meeting, the Board requests and reviews a wide variety of materials provided by the funds’
investment adviser, as well as extensive data provided by third parties, and the Independent Trustees receive advice from counsel to the Independent Trustees.
Schwab MarketTrack
Portfolios
As described below, the investment
adviser is entitled to receive from each MarketTrack Portfolio an annual fee, payable monthly, for its advisory and administrative services to each portfolio.
The table below sets forth the advisory fees paid
by the portfolios to the investment adviser for the past three fiscal years or, if shorter, the period of the portfolio’s operations. The figures in the “net fees paid” row represent the actual amounts paid to the investment
adviser, which include the effect of any reductions due to the application of a portfolio’s expense limitation (expense cap). The figures in the “gross fees reduced by” row represent the amount, if any, the advisory fees payable to
the investment adviser were reduced due to the application of a portfolio’s expense cap.
The expense cap is not intended to
cover all portfolio expenses, and a portfolio’s expenses may exceed the expense cap. For example, the expense cap does not cover investment-related expenses, such as brokerage commissions, interest, taxes and the fees and expenses of pooled
investment vehicles, such as ETFs, REITs, and other investment companies, that are held by the portfolios, nor does it cover extraordinary or non-routine expenses, such as shareholder meeting costs.
Fund and Advisory
Fee Schedule
|
|
2015
|
2014
|
2013
|
Expense Cap
|
Schwab
Market
Track All Equity
Portfolio
0.13% of the fund’s
average daily net
assets
1
|
Net
fees
paid:
|
$838,432
|
$1,365,054
|
$1,159.469
|
Investor
Shares:
0.50%
2
|
Gross
fees
reduced by:
|
None
|
$44,085
|
$54,060
|
|
Schwab
MarketTrack
Growth Portfolio
0.13% of the fund’s
average daily net
assets
1
|
Net
fees
paid:
|
$1,018,902
|
$1,615,946
|
$1,352,975
|
Investor
Shares:
0.50%
2
|
Gross
fees
reduced by:
|
None
|
$24,702
|
$66,963
|
|
Schwab
MarketTrack
Balanced Portfolio
0.13% of the fund’s
average daily net
assets
1
|
Net
fees
paid:
|
$721,108
|
$1,146,505
|
$982,635
|
Investor
Shares:
0.50%
2
|
Gross
fees
reduced by:
|
None
|
$36,906
|
$53,685
|
|
Schwab
MarketTrack
Conservative
Portfolio
0.13% of the fund’s
average daily net
assets
1
|
Net
fees
paid:
|
$314,540
|
$432,197
|
$385,131
|
Investor
Shares:
0.50%
2
|
Gross
fees
reduced by:
|
None
|
$65,570
|
$68,766
|
|
1
|
Effective December
1, 2014, the investment adviser for the Schwab MarketTrack Portfolios reduced its management fee to 0.13%. Prior to the fee reduction, the funds paid the investment adviser a management fee of 0.23%.
|
2
|
The
investment adviser and its affiliates have agreed to limit the “net operating expenses” of the fund to this amount (excluding interest, taxes, and certain non-routine expenses) for so long as the investment adviser serves as the adviser
to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees.
|
Schwab Balanced Fund
The investment adviser does not receive a fee for
the services it performs for the fund. However, the investment adviser is entitled to receive an annual management fee from each of the underlying Schwab and Laudus funds.
The investment adviser and its affiliates have
agreed to maintain the “net operating expenses” of the fund (excluding interest, taxes and certain non-routine expenses) at 0.00% for so long as the investment adviser serves as adviser to the fund. This agreement is limited to the
fund’s direct operating expenses and, therefore, does not apply to acquired fund fees and expenses, which are indirect expenses incurred by the fund through its investments in the underlying funds. This net operating expense agreement may only
be amended or terminated with the approval of the fund’s Board of Trustees.
Schwab Target Funds
The investment adviser does not receive a fee for
the services it performs for the funds. However, the investment adviser is entitled to receive an annual management fee from each of the underlying Schwab and Laudus funds.
The investment adviser and its affiliates have
agreed to maintain the “net operating expenses” of each of the funds (excluding interest, taxes and certain non-routine expenses) at 0.00% for so long as the investment adviser serves as adviser to the funds. This agreement is limited to
each fund’s direct operating expenses and, therefore, does not apply to acquired fund fees and expenses, which are indirect expenses incurred by the fund through its investments in the underlying funds. This net operating expense agreement may
only be amended or terminated with the approval of a fund’s Board of Trustees.
Distributor
Pursuant to a Second Amended and
Restated Distribution Agreement between Schwab and the trust, Schwab, located at 211 Main Street, San Francisco, CA 94105, is the principal underwriter for shares of the funds and is the trust’s agent for the purpose of the continuous offering
of the funds' shares. The funds pay for prospectuses and shareholder reports to be prepared and delivered to existing shareholders. Schwab pays such costs when the described materials are used in connection with the offering of shares to prospective
investors and for supplemental sales literature and advertising. Schwab receives no fee under the Distribution Agreement.
Shareholder Servicing Plan
The trust’s Board has
adopted a Shareholder Servicing Plan (the Plan) on behalf of the funds. The Plan enables these funds to bear expenses relating to the provision by financial intermediaries, including Schwab (together, service providers), of certain shareholder
services to the current shareholders of the funds. Pursuant to the Plan, certain funds are subject to an annual shareholder servicing fee, as set forth below:
Fund*
|
Shareholder
Servicing Fee
|
Schwab
MarketTrack All Equity Portfolio
|
0.25%
|
Schwab
MarketTrack Balanced Portfolio
|
0.25%
|
Schwab
MarketTrack Growth Portfolio
—
Investor Shares
|
0.25%
|
Schwab
MarketTrack Conservative Portfolio
—
Investor Shares
|
0.25%
|
*
|
The Schwab
Balanced Fund and Schwab Target Funds are not subject to any shareholder servicing fees under the Plan.
|
Pursuant to the Plan, the funds
may pay service providers (including Schwab) that, pursuant to written agreements with Schwab or the trust, provide certain account maintenance, customer liaison and shareholder services to fund shareholders. The service providers may provide fund
shareholders with the following shareholder services, among other shareholder services: (i) maintaining records for shareholders that hold shares of a fund; (ii) communicating with shareholders, including the mailing of regular statements and
confirmation statements, distributing fund-related materials, mailing prospectuses and reports to shareholders, and responding to shareholder inquiries; (iii) communicating and processing shareholder purchase, redemption and exchange orders; (iv)
communicating mergers, splits or other reorganization activities to fund shareholders; and (v) preparing and filing tax information, returns and reports.
The shareholder servicing fee paid to a particular
service provider is calculated at the annual rate set forth in the chart above and is based on the average daily net asset value of the fund shares owned by shareholders holding shares through such service provider. Payments under the Plan are made
as described above without regard to whether the fee is more or less than the service provider’s actual cost of providing the services, and if more, such excess may be retained as profit by the service provider.
The Plan shall continue in effect for a fund for so
long as its continuance is specifically approved at least annually by a vote of the majority of both (i) the Board of the trust and (ii) the Trustees of the trust who are not interested persons of the trust and who have no direct or indirect
financial interest in the operation of the Plan or any agreements related to it (the Qualified Trustees). The Plan requires that Schwab or any person authorized to direct the disposition of
monies paid or payable by the
funds pursuant to the Plan furnish quarterly written reports of amounts spent under the Plan and the purposes of such expenditures to the Board of the trust for review. All material amendments to the Plan must be approved by votes of the majority of
both (i) the Board and (ii) the Qualified Trustees.
Transfer Agent
Boston Financial Data Services,
Inc. (BFDS), 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953, serves as the funds’ transfer agent. As part of these services, the firm maintains records pertaining to the sale, redemption and transfer of the funds’
shares.
Custodians and Fund
Accountant
Brown Brothers Harriman & Co.
(BBH), 50 Post Office Square, Boston, MA, 02110, serves as custodian for the Schwab MarketTrack Portfolios and Schwab Target Funds.
State Street Bank and Trust Company (State Street),
One Lincoln Street, Boston, MA, 02111, serves as custodian for the Schwab Balanced Fund.
State Street also serves as fund accountant for
each of the funds.
The custodians are
responsible for the daily safekeeping of securities and cash held or sold by the funds. The fund accountant maintains all books and records related to the funds’ transactions.
Independent Registered Public Accounting Firm
The funds’ independent
registered public accounting firm, PricewaterhouseCoopers LLP (PwC), Three Embarcadero Center, San Francisco, CA 94111-4004, audits and reports on the annual financial statements of the funds and reviews certain regulatory reports and each
fund’s federal income tax return. PwC also performs other professional, accounting, auditing, tax and advisory services when engaged to do so by the trust.
PORTFOLIO MANAGERS
Other Accounts.
The portfolio manager is responsible for the day-to-day management of certain accounts, as listed below. The accounts listed below are not subject to a
performance-based advisory fee. The information below is provided as of October 31, 2015.
Name
|
Registered
Investment
Companies
(this amount does not include the
funds in this SAI)
|
Other
Pooled
Investment
Vehicles
|
Other
Accounts
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Zifan
Tang
|
7
|
$513,826,314
|
0
|
0
|
0
|
0
|
Conflicts of Interest.
The portfolio manager’s management of other accounts may give rise to potential conflicts of interest in connection with its management of a fund’s investments, on the one hand, and the investments of the
other accounts, on the other. These other accounts include separate accounts and other mutual funds advised by CSIM (collectively, the Other Managed Accounts). The Other Managed Accounts might have similar investment objectives as a fund, track the
same index a fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased, or sold by a fund. While the portfolio manager’s management of Other Managed Accounts may give rise to the potential conflicts of
interest listed below, CSIM does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, CSIM believes it has adopted policies and procedures that are designed to manage those conflicts in an
appropriate way.
Knowledge of the Timing and Size of
Fund Trades
. A potential conflict of interest may arise as a result of the portfolio manager’s day-to-day management of a fund. Because of her position with a fund, the portfolio manager
knows the size, timing, and possible market impact of fund trades. It is theoretically possible that the portfolio manager could use this information to the advantage of the Other Managed Accounts she manages and to the possible detriment of a fund.
However, CSIM has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time. Moreover, with respect to index funds, which seek to track their benchmark index, much of this
information is publicly available. When it is determined to be in the best interest of both accounts, the portfolio manager may aggregate trade orders for the Other Managed Accounts, excluding separate accounts, with those of a fund. All aggregated
orders are subject to CSIM’s aggregation and allocation policy and procedures, which provide, among other things, that (i) the portfolio manager will not aggregate orders unless she believes such aggregation is consistent with her duty to seek
best execution; (ii) no account will be favored over any other account; (iii) each account that participates in an aggregated order will participate at the average security price with all transaction costs shared on a pro-rata basis; and (iv) if the
aggregated order cannot be executed in full, the partial execution is allocated pro-rata among the participating accounts in accordance with the size of each account’s order.
Investment Opportunities.
A potential conflict of interest may arise as a result of the portfolio manager’s management of a fund and Other Managed Accounts which, in theory, may allow her to allocate investment
opportunities in a way that favors the Other Managed Accounts over a fund, which conflict of interest may be exacerbated to the extent that CSIM or the portfolio manager receives, or expects to receive, greater compensation from her management of
the Other Managed Accounts than the fund. Notwithstanding this theoretical conflict of interest, it is CSIM’s policy to manage each account based on its investment objectives and related restrictions and, as discussed above, CSIM has adopted
policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account’s investment objectives and related restrictions. For example, while the
portfolio manager may buy for an Other Managed Account securities that differ in identity or quantity from securities bought for a fund or refrain from purchasing securities for an Other Managed Account that they are otherwise buying for a fund in
an effort to outperform its specific benchmark, such an approach might not be suitable for a fund given its investment objectives and related restrictions.
Fund of Funds Information Barrier
. The portfolio manager for any Schwab fund that invests in other Schwab or Laudus Funds (Underlying Affiliated Funds) must make investment decisions without taking into consideration, or being in
possession of, material non-public information about the Underlying Affiliated Funds. Despite the portfolio manager’s intention to not receive material, non-public information, CSIM has established procedures to prevent portfolio managers from
having access to and trading on material, non-public information regarding Underlying Affiliated Funds. Under these procedures, the adviser monitors Schwab fund of funds' trading activity in Underlying Affiliated Funds, escalates breaches of
information barriers and develops enhancements to information barriers as necessary. In the event that the portfolio manager comes into possession of material, non-public information about an Underlying Affiliated Fund, the portfolio manager’s
ability to initiate transactions in that Underlying Affiliated Fund could potentially be restricted as a result of the portfolio manager’s possession of such information. The trading restriction could have an adverse effect on the ability of a
fund managed by the portfolio manager to participate in any potential gains or avoid any potential losses in the restricted Underlying Affiliated Fund. In some instances, these trading restrictions could continue in effect for a substantial period
of time.
Compensation.
During the most recent fiscal year, the portfolio manager’s compensation consisted of a fixed annual (base) salary and a discretionary bonus. The base
salary is determined considering compensation payable for a similar position across the investment management industry and an evaluation of the individual portfolio manager’s overall performance such as the portfolio manager’s
contribution to the investment process, good corporate citizenship, risk management and mitigation, and functioning as an active contributor to the firm’s success. The discretionary bonus is determined in accordance with the CSIM Equity and
Fixed Income Portfolio Manager Incentive Plan (the Plan) as follows:
There are two independent funding components for
the Plan:
•75% of the funding is
based on equal weighting of Investment Fund Performance and Risk Management and Mitigation
•25% of the funding is
based on Corporate results
Investment Fund
Performance and Risk Management and Mitigation (75% weight)
Investment
Fund Performance:
At the close of the
year, each fund's performance will be determined by its 1-year, 1- and 2-year, or 1- and 3-year percentile standing (based on pre-tax return before expenses) within its designated benchmark, peer group, or category, depending on the strategy of the
fund (i.e., whether the fund is passively or actively managed) using standard statistical methods approved by CSIM senior management. Investment Fund Performance measurements may be changed or modified at the discretion of the CSIM President and
CSIM Chief Operating Officer. As each participant may manage and/or support a number of funds, there may be several funds considered in arriving at the incentive compensation funding.
Risk
Management and Mitigation:
Risk
Management and Mitigation will be rated by CSIM’s Chief Investment Officer, CSIM’s Head of Investment Risk, CSIM’s Chief Legal Officer, CSIM’s Chief Compliance Officer and CSIM’s Head of Operations Risk (or individuals
with comparable responsibilities). Factors they will consider will include, but are not limited to:
•Balancing safety of fund
principal with appropriate limits that provide investment flexibility given existing market conditions
•Making timely sell
recommendations to avoid significant deterioration of value resulting from the weakening condition of the issuer
•Escalating operating
events and errors for prompt resolution
•Identifying largest risks
and actively discussing with management
•Accurately validating
fund information disseminated to the public (e.g., Annual and Semi-Annual reports, fund fact sheets, fund prospectus)
•Executing transactions
timely and without material trade errors that result in losses to the funds
•Ensuring ongoing
compliance with prospectus and investment policy guidelines
•Minimizing fund
compliance exceptions
•Actively following up and
resolving compliance exceptions
Corporate
Performance (25% weight)
The Corporate Bonus Plan is an
annual bonus plan that provides discretionary awards based on the financial performance of The Charles Schwab Corporation (CSC) during the annual performance period. Quarterly advances may be paid for the first three quarters. Allocations are
discretionary and aligned with CSC and individual performance. Funding for the Plan is determined at the conclusion of the calendar year. Funding will be capped at 200% of target.
At year-end, the full-year funding for both
components of the Plan will be pooled together. The total pool is allocated to Plan participants by CSIM senior management based on their assessment of a variety of performance factors.
Factors considered in CSIM senior
management’s allocation process will include objective and subjective factors that will take into consideration total performance and will include, but are not limited to:
•Fund performance relative
to performance measure
•Risk management and
mitigation
•Individual performance
against key objectives
•Contribution to overall
group results
•Functioning as an active
contributor to the firm’s success
•Team work
•Collaboration between
Analysts and portfolio managers
•Regulatory/Compliance
management.
The portfolio manager's
compensation is not based on the value of the assets held in a fund’s portfolio.
Ownership of Fund Shares.
The following table shows the dollar amount range of the portfolio manager’s “beneficial ownership” of shares of the funds she
managed as of October 31, 2015. Dollar amount ranges disclosed are established
by the SEC. “Beneficial
ownership” is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the 1934 Act).
Portfolio
Manager
|
Fund
|
Dollar
Range of
Fund Shares
|
Zifan
Tang
|
Schwab
Balanced Fund
|
None
|
|
|
|
|
Schwab
MarketTrack All Equity Portfolio
|
None
|
|
Schwab
MarketTrack Growth Portfolio
|
None
|
|
Schwab
MarketTrack Balanced Portfolio
|
None
|
|
Schwab
MarketTrack Conservative Portfolio
|
None
|
|
|
|
|
Schwab
Target 2010 Fund
|
None
|
|
Schwab
Target 2015 Fund
|
None
|
|
Schwab
Target 2020 Fund
|
None
|
|
Schwab
Target 2025 Fund
|
None
|
|
Schwab
Target 2030 Fund
|
None
|
|
Schwab
Target 2035 Fund
|
None
|
|
Schwab
Target 2040 Fund
|
$10,001-$50,000
|
|
Schwab
Target 2045 Fund
|
None
|
|
Schwab
Target 2050 Fund
|
None
|
|
Schwab
Target 2055 Fund
|
None
|
Brokerage
Allocation And Other Practices
Portfolio
Turnover
For reporting purposes, a
fund’s portfolio turnover rate is calculated by dividing the value of purchases or sales of portfolio securities for the fiscal year, whichever is less, by the monthly average value of portfolio securities the fund owned during the fiscal
year. When making the calculation, all securities whose maturities at the time of acquisition were one year or less (short-term securities) are excluded.
A 100% portfolio turnover rate would occur, for
example, if all portfolio securities (aside from short-term securities) were sold and either repurchased or replaced once during the fiscal year.
Typically, funds with high turnover (such as 100%
or more) tend to generate higher capital gains and transaction costs, such as brokerage commissions.
Variations in turnover rate may be due to a
fluctuating volume of shareholder purchase and redemption orders, market conditions, and/or changes in the investment adviser’s investment outlook.
The portfolio turnover rate for each of the funds
for the past two fiscal years, as applicable, is as follows.
|
2015
|
2014
|
SCHWAB
BALANCED FUND
|
5%
|
27%
|
|
|
|
SCHWAB
MARKETTRACK PORTFOLIOS
|
|
|
Schwab
MarketTrack All Equity Portfolio
|
42%
|
9%
|
Schwab
MarketTrack Growth Portfolio
|
36%
|
7%
|
Schwab
MarketTrack Balanced Portfolio
|
36%
|
16%
|
Schwab
MarketTrack Conservative Portfolio
|
24%
|
9%
|
|
|
|
SCHWAB
TARGET FUNDS
|
|
|
Schwab
Target 2010 Fund
|
33%
|
29%
|
Schwab
Target 2015 Fund
|
33%
|
32%
|
Schwab
Target 2020 Fund
|
25%
|
26%
|
Schwab
Target 2025 Fund
|
21%
|
27%
|
Schwab
Target 2030 Fund
|
19%
|
26%
|
Schwab
Target 2035 Fund
|
14%
|
24%
|
Schwab
Target 2040 Fund
|
13%
|
23%
|
Schwab
Target 2045 Fund
|
10%
|
23%
|
Schwab
Target 2050 Fund
|
8%
|
23%
|
Schwab
Target 2055 Fund
|
8%
|
29%
|
Portfolio Holdings Disclosure
The trust’s Board has approved policies and procedures that
govern the timing and circumstances regarding the disclosure of fund portfolio holdings information to shareholders and third parties. These policies and procedures are designed to ensure that disclosure of information regarding the funds’
portfolio securities is in the best interests of fund shareholders, and include procedures to address conflicts between the interests of the funds’ shareholders, on the one hand, and those of the funds’ investment adviser, principal
underwriter or any affiliated person of a fund, its investment adviser or its principal underwriter, on the other. Pursuant to such procedures, the Board has authorized the President of the trust to authorize the release of the funds’
portfolio holdings prior to regular public disclosure (as outlined in the prospectus) or regular public filings, as necessary, in conformity with the foregoing principles.
The Board exercises on-going oversight of the
disclosure of fund portfolio holdings by overseeing the implementation and enforcement of the funds’ policies and procedures by the Chief Compliance Officer and by considering reports and recommendations by the Chief Compliance Officer
concerning any material compliance matters. The Board will receive periodic updates, at least annually, regarding entities which were authorized to be provided “early disclosure” (as defined below) of the funds’ portfolio holdings
information and will periodically review any agreements that the trust has entered into to selectively disclose portfolio holdings.
A complete list of the
funds’ portfolio holdings is published on the funds' website at www.csimfunds.com/schwabfunds_prospectus, under “Portfolio Holdings”, as discussed in the fund's prospectus, generally 15-20 days from the calendar quarter end for
bond and equity funds. In addition, a list of the funds' portfolio holdings as included in its semi-annual report filings is published on the website at www.csimfunds.com/schwabfunds_prospectus, under “Prospectuses & Reports”,
typically 60-80 days after the end of a fund's fiscal quarter. On the website, the funds also provide on a monthly or quarterly basis information regarding certain attributes of a fund's portfolio, such as a fund's top ten holdings, sector
weightings, composition, credit quality and duration and maturity, as applicable. This information is generally updated within 5-25 days after the end of the period. This information on the website is publicly available to all categories of
persons.
Each fund may disclose portfolio
holdings information to certain persons and entities prior to and more frequently than the public disclosure of such information (early disclosure). The President of the trust may authorize early disclosure of portfolio holdings information to such
parties at differing times and/or with different lag times provided that (a) the
President of the trust determines that the disclosure is in the
best interests of the funds and that there are no conflicts of interest between the funds’ shareholders and funds’ adviser and distributor; and (b) the recipient is, either by contractual agreement or otherwise by law, required to
maintain the confidentiality of the information.
Portfolio holdings may be made available on a
selective basis to ratings agencies, certain industry organizations, consultants and other qualified financial professionals when the President of the trust determines such disclosure meets the requirements noted above and serves a legitimate
business purpose. Agreements entered into with such entities will describe the permitted use of portfolio holdings and provide that, among other customary confidentiality provisions: (i) the portfolio holdings will be kept confidential; (ii) the
person will not trade on the basis of any material non-public information; and (iii) the information will be used only for the purpose described in the agreement.
The funds' service providers
including, without limitation, the investment adviser, the distributor, the custodian, fund accountant, transfer agent, counsel, auditor, proxy voting service provider, pricing information vendors, trade execution measurement vendors, securities
lending agents, publisher, printer and mailing agent may receive disclosure of portfolio holdings information as frequently as daily in connection with the services they perform for the funds. The names of those service providers to whom the funds
selectively disclose portfolio holdings information will be disclosed in this SAI. CSIM, Glass Lewis & Co., State Street Bank and/or BBH, as service providers to the funds, are currently receiving this information on a daily basis. RR Donnelley,
as a service provider to the funds, is currently receiving this information on a quarterly basis. PricewaterhouseCoopers, Boston Financial Services Inc. and Schwab, as service providers to the funds, receive this information on an as-needed basis.
Service providers are subject to a duty of confidentiality with respect to any portfolio holdings information they receive whether imposed by the confidentiality provisions of the service providers’ agreements with the trust or by the nature
of its relationship with the trust. Although certain of the service providers are not under formal confidentiality obligations in connection with disclosure of portfolio holdings, a fund will not continue to conduct business with a service provider
who the fund believes is misusing the disclosed information.
To the extent that a fund invests in an ETF, the
trust will, in accordance with exemptive orders issued by the SEC to ETF sponsors and the procedures adopted by the Board, promptly notify the ETF in writing of any purchase or acquisition of shares of the ETF that causes the fund to hold (i) 5% or
more of such ETF’s total outstanding voting securities, and (ii) 10% or more of such ETF’s total outstanding voting securities. In addition, CSIM will, upon causing a fund to acquire more than 3% of an open-end ETF’s outstanding
shares, notify the open-end ETF of the investment.
The funds' policies and procedures prohibit the
funds, the funds' investment adviser or any related party from receiving any compensation or other consideration in connection with the disclosure of portfolio holdings information.
The funds may disclose non-material information
including commentary and aggregate information about the characteristics of a fund in connection with or relating to a fund or its portfolio securities to any person if such disclosure is for a legitimate business purpose, such disclosure does not
effectively result in the disclosure of the complete portfolio securities of any fund (which can only be disclosed in accordance with the above requirements), and such information does not constitute material non-public information. Such disclosure
does not fall within the portfolio securities disclosure requirements outlined above.
Whether the information constitutes material
non-public information will be made on a good faith determination, which involves an assessment of the particular facts and circumstances. In most cases commentary or analysis would be immaterial and would not convey any advantage to a recipient in
making a decision concerning a fund. Commentary and analysis include, but are not limited to, the allocation of a fund’s portfolio securities and other investments among various asset classes, sectors, industries and countries, the
characteristics of the stock components and other investments of a fund, the attribution of fund returns by asset class, sector, industry and country, and the volatility characteristics of a fund.
Portfolio Transactions
The investment adviser makes decisions with respect
to the purchase and sale of portfolio securities on behalf of the funds. The investment adviser is responsible for implementing these decisions, including the negotiation of commissions and the allocation of principal business and portfolio
brokerage. Purchases and sales of securities on a stock exchange or certain riskless principal transactions placed on NASDAQ are typically effected through brokers who charge a commission for their services. Purchases and sales of fixed income
securities may be transacted with the issuer, the issuer’s underwriter, or a dealer. The funds do not usually pay brokerage commissions on purchases and sales of fixed income securities, although the price of the securities generally includes
compensation, in the form of a spread or a mark-up or mark-down, which is not disclosed separately. The prices the funds pay to underwriters of newly-issued securities usually include a commission paid by the issuer to the underwriter. Transactions
placed through dealers who are serving as primary market makers reflect the spread between the bid and asked prices. The money market securities in which the funds may invest are traded primarily in the over-the-counter market on a net basis and do
not normally involve either brokerage commissions or transfer taxes. It is expected that the cost of executing portfolio securities transactions of the funds will primarily consist of dealer spreads and brokerage commissions.
The investment adviser seeks to obtain the best
execution for the funds’ portfolio transactions. The investment adviser may take a number of factors into account in selecting brokers or dealers to execute these transactions. Such factors may include, without limitation, the following:
execution price; brokerage commission or dealer spread; size or type of the transaction; nature or character of the markets; clearance or settlement capability; reputation; financial strength and stability of the broker or dealer; efficiency of
execution and error resolution; block trading capabilities; willingness to execute related or unrelated difficult transactions in the future; order of call; ability to facilitate short selling; provision of additional brokerage or research services
or products; whether a broker guarantees that a fund will receive, on aggregate, prices at least as favorable as the closing prices on a given day when adherence to “market-on-close” pricing aligns with fund objectives; or whether a
broker guarantees that a fund will receive the volume-weighted average price (VWAP) for a security for a given trading day (or portion thereof) when the investment adviser or the sub-advisers believe that VWAP execution is in a fund’s best
interest. In addition, the investment adviser may have incentive sharing arrangements with certain unaffiliated brokers who guarantee market-on-close pricing: on a day when such a broker executes transactions at prices better, on aggregate, than
market-on-close prices, that broker may receive, in addition to his or her standard commission, a portion of the net difference between the actual execution prices and corresponding market-on-close prices for that day.
The investment adviser may cause a fund to pay a
higher commission than otherwise obtainable from other brokers or dealers in return for brokerage or research services or products if the investment adviser believes that such commission is reasonable in relation to the services provided. In
addition to agency transactions, the investment adviser may receive brokerage and research services or products in connection with certain riskless principal transactions, in accordance with applicable SEC and other regulatory guidelines. In both
instances, these services or products may include: company financial data and economic data (e.g., unemployment, inflation rates and GDP figures), stock quotes, last sale prices and trading volumes, research reports analyzing the performance of a
particular company or stock, narrowly distributed trade magazines or technical journals covering specific industries, products, or issuers, seminars or conferences registration fees which provide substantive content relating to eligible research,
quantitative analytical software and software that provides analyses of securities portfolios, trading strategies and pre/post trade analytics, discussions with research analysts or meetings with corporate executives which provide a means of
obtaining oral advice on securities, markets or particular issuers, short-term custody related to effecting particular transactions and clearance and settlement of those trades, lines between the broker-dealer and order management systems operated
by a third party vendor, dedicated lines between the broker-dealer and the investment adviser’s order management system, dedicated lines providing direct dial-up service between the investment adviser and the trading desk at the broker-dealer,
message services used to transmit orders to broker-dealers for execution, electronic communication of allocation instructions between institutions and broker-dealers, comparison services required by the SEC or another regulator (e.g., use of
electronic confirmation and affirmation of institutional trades), exchange of messages among broker-dealers, custodians, and institutions related to a trade, post-trade matching of trade information, routing settlement instructions to custodian
banks and broker-dealers’ clearing agents, software that provides algorithmic trading strategies, and trading software operated by a broker-dealer to route orders to market centers or direct market access systems. The investment adviser may
use research services furnished by brokers or dealers in servicing all
client accounts, and not all services may necessarily be used in
connection with the account that paid commissions or spreads to the broker or dealer providing such services.
The investment adviser may receive a service from a
broker or dealer that has both a “research” and a “non-research” use. When this occurs, the investment adviser will make a good faith allocation, under all the circumstances, between the research and non-research uses of the
service. The percentage of the service that is used for research purposes may be paid for with client commissions or spreads, while the investment adviser will use its own funds to pay for the percentage of the service that is used for non-research
purposes. In making this good faith allocation, the investment adviser faces a potential conflict of interest, but the investment adviser and sub-advisers believe that the costs of such services may be appropriately allocated to their anticipated
research and non-research uses.
The
investment adviser may purchase for the funds new issues of securities in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the investment adviser with
research services, in accordance with applicable rules and regulations permitting these types of arrangements. Generally, the seller will provide research “credits” in these situations at a rate that is higher than that which is
available for typical secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e) of the 1934 Act.
The investment adviser may place orders directly
with electronic communications networks or other alternative trading systems. Placing orders with electronic communications networks or other alternative trading systems may enable funds to trade directly with other institutional holders. At times,
this may allow funds to trade larger blocks than would be possible trading through a single market maker.
The investment adviser and sub-advisers may
aggregate securities sales or purchases among two or more funds. The investment adviser and sub-advisers will not aggregate transactions unless it believes such aggregation is consistent with its duty to seek best execution for each affected fund
and is consistent with the terms of the investment advisory agreement for such fund. In any single transaction in which purchases and/or sales of securities of any issuer for the account of a fund are aggregated with other accounts managed by the
investment adviser, the actual prices applicable to the transaction will be averaged among the accounts for which the transaction is effected, including the account of the fund.
In determining when and to what
extent to use Schwab or any other affiliated broker-dealer as its broker for executing orders for the funds on securities exchanges, the investment adviser follows procedures, adopted by the funds’ Board, that are designed to ensure that
affiliated brokerage commissions (if relevant) are reasonable and fair in comparison to unaffiliated brokerage commissions for comparable transactions. The Board reviews the procedures annually and approves and reviews transactions involving
affiliated brokers quarterly.
PROXY
VOTING
The Board of Trustees of the trust
has delegated the responsibility for voting proxies to CSIM. The trustees have adopted CSIM’s Proxy Voting Policy and Procedures with respect to proxies voted on behalf of the various Schwab Funds portfolios. A description of CSIM’s
Proxy Voting Policy and Procedures is included in Appendix - Proxy Voting Policy and Procedures.
The trust is required to disclose annually a
fund’s complete proxy voting record on Form N-PX. A fund’s proxy voting record for the most recent 12 month period ended June 30th is available by visiting the Schwab website at www.csimfunds.com/schwabfunds_prospectus. A fund’s
Form N-PX will also be available on the SEC’s website at www.sec.gov.
Brokerage Commissions
For each of the last three fiscal years, the funds
paid the following brokerage commissions:
Fund
|
2015
|
2014
|
2013
|
Schwab
Balanced Fund™
|
$0
|
$0
|
$0
|
Schwab
MarketTrack Portfolios
|
|
|
|
All
Equity Portfolio
|
$0
|
$0
|
$0
|
Growth
Portfolio
|
$0
|
$0
|
$0
|
Balanced
Portfolio
|
$0
|
$0
|
$0
|
Conservative
Portfolio
|
$0
|
$0
|
$0
|
Schwab
Target Funds
|
|
|
|
Schwab
Target 2010 Fund
|
$0
|
$0
|
$0
|
Schwab
Target 2015 Fund
|
$0
|
$0
|
$0
|
Schwab
Target 2020 Fund
|
$0
|
$0
|
$0
|
Schwab
Target 2025 Fund
|
$0
|
$0
|
$0
|
Schwab
Target 2030 Fund
|
$0
|
$0
|
$0
|
Schwab
Target 2035 Fund
|
$0
|
$0
|
$0
|
Schwab
Target 2040 Fund
|
$0
|
$0
|
$0
|
Schwab
Target 2045 Fund
|
$0
|
$0
|
$387*
|
Schwab
Target 2050 Fund
|
$0
|
$0
|
$335*
|
Schwab
Target 2055 Fund
|
$0
|
$0
|
$27*
|
*
|
Brokerage
commissions were primarily generated by trades in ETFs during the fiscal year.
|
Regular Broker-Dealers
A fund’s regular
broker-dealers during its most recent fiscal year are: (1) the ten broker-dealers that received the greatest dollar amount of brokerage commissions from the fund; (2) the ten broker-dealers that engaged as principal in the largest dollar amount of
portfolio transactions; and (3) the ten broker-dealers that sold the largest dollar amount of the fund’s shares. During the fiscal year ended October 31, 2015, the funds did not purchase securities sold by regular broker-dealers.
Description Of The TRUST
Each fund is a series of Schwab Capital Trust, an
open-end investment management company organized as a Massachusetts business trust on May 7, 1993. The funds may hold special shareholder meetings, which may cause the funds to incur non-routine expenses. These meetings may be called for purposes
such as electing trustees, changing fundamental policies and amending management contracts. Shareholders are entitled to one vote for each share owned and may vote by proxy or in person. Proxy materials will be mailed to shareholders prior to any
meetings, and will include a voting card and information explaining the matters to be voted upon.
The bylaws of the trust provide that a majority of
shares entitled to vote shall be a quorum for the transaction of business at a shareholders’ meeting, except that where any provision of law, or of the Declaration of Trust or of the bylaws permits or requires that (1) holders of any series
shall vote as a series, then a majority of the aggregate number of shares of that series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series, or (2) holders of any class shall vote as a class,
then a majority of the aggregate number of shares of that class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that class. Any lesser number shall be sufficient for adjournments. Any adjourned session
or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. The Declaration of Trust specifically authorizes the Board of Trustees to terminate the trust (or any of its
funds) by notice to the shareholders without shareholder approval.
Under Massachusetts law, shareholders of a
Massachusetts business trust could, under certain circumstances, be held personally liable for the trust’s obligations. The Declaration of Trust, however, disclaims shareholder liability for the trust’s acts or obligations and requires
that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the trust or the trustees. In addition, the Declaration of Trust provides for indemnification out of the property of an investment
portfolio in which a shareholder owns or owned shares for all losses and expenses of such shareholder or former shareholder if he or she is held personally liable for the obligations of the trust solely by reason of being or having been a
shareholder. Moreover, the trust will be covered by insurance, which the trustees consider adequate to cover foreseeable tort claims. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered remote,
because it is limited to circumstances in which a disclaimer is inoperative and the trust itself is unable to meet its obligations. There is a remote possibility that a fund could become liable for a misstatement in the prospectus or SAI about
another fund.
As more fully described in the
Declaration of Trust, the trustees may each year, or more frequently, distribute to the shareholders of each series accrued income less accrued expenses and any net realized capital gains less accrued expenses. Distributions of each year’s
income of each series shall be distributed pro rata to shareholders in proportion to the number of shares of each series held by each of them. Distributions will be paid in cash or shares or a combination thereof as determined by the trustees.
Distributions paid in shares will be paid at the net asset value as determined in accordance with the bylaws.
Any series of the trust may reorganize or merge
with one or more other series of the trust or of another investment company. Any such reorganization or merger shall be pursuant to the terms and conditions specified in an agreement and plan of reorganization authorized and approved by the Trustees
and entered into by the relevant series in connection therewith. In addition, such reorganization or merger may be authorized by vote of a majority of the Trustees then in office and, to the extent permitted by applicable law and the Declaration of
Trust, without the approval of shareholders of any series.
PURCHASE, REDEMPTION, DELIVERY OF SHAREHOLDER
DOCUMENTS AND PRICING OF SHARES
Purchasing and
Redeeming Shares of the Funds
The funds are open each day that
the NYSE is open. The NYSE’s trading session is normally conducted from 9:30 a.m. until 4:00 p.m. Eastern time, Monday through Friday, although some days, such as in advance of and following holidays, the NYSE’s trading session closes
early. The following holiday closings are currently scheduled for 2016-2017: New Year’s Day (observed), Martin Luther King Jr.’s Birthday, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day (observed). Only orders that are received in good order by a fund’s transfer agent no later than the time specified by the trust will be executed that day at the fund’s share price calculated that day. On any day that
the NYSE closes early, the funds reserve the right to advance the time by which purchase, redemption and exchange orders must be received by the funds’ transfer agent that day in order to be executed that day at that day’s share price.
If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the funds reserve the right to treat such day
as a business day and accept purchase and redemption orders and calculate their share price as of the normally scheduled close of regular trading on the NYSE for that day.
The funds have authorized one or more brokers to
accept on their behalf purchase and redemption orders. Such brokers have also been authorized to designate other intermediaries to accept purchase and redemption orders on the funds’ behalf. The funds will be deemed to have received a purchase
or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, receives such order. Such orders will be priced at the respective fund’s net asset value per share next determined after such orders are
received by an authorized broker or the broker’s authorized designee.
As long as the funds or Schwab
follow reasonable procedures to confirm that an investor’s telephone or internet order is genuine, they will not be liable for any losses the investor may experience due to unauthorized or fraudulent instructions. These procedures may include
requiring a form of personal identification or other confirmation before
acting upon any telephone or
internet order, providing written confirmation of telephone or internet orders and tape recording all telephone orders.
Share certificates will not be issued in order to
avoid additional administrative costs, however, share ownership records are maintained by Schwab.
The trust’s Declaration of Trust provides
that shares may be automatically redeemed if held by a shareholder in an amount less than the minimum required by each fund. Each fund’s minimum initial investments and minimum balance requirements, if any, are set forth in the prospectus. The
minimums may be changed without prior notice.
As explained in more detail in the funds’
prospectuses, each fund that charges a redemption fee reserves the right to waive its early redemption fee for certain tax-advantaged retirement plans or charitable giving funds, certain fee-based or wrap programs, or in other circumstances when the
funds’ officers determine that such a waiver is in the best interest of a fund and its shareholders.
Each of the funds has made an
election with the SEC to pay in cash all redemptions requested by any shareholder of record limited in amount during any 90-day period to the lesser of $250,000 or 1% of its net assets at the beginning of such period. This election is irrevocable
without the SEC’s prior approval. Redemption requests in excess of these limits may be paid, in whole or in part, in investment securities or in cash, as the Board may deem advisable. Payment will be made wholly in cash unless the Board
believes that economic or market conditions exist that would make such payment a detriment to the best interests of a fund. If redemption proceeds are paid in investment securities, such securities will be valued as set forth in “Pricing of
Shares.” A redeeming shareholder would normally incur transaction costs if he or she were to convert the securities to cash.
Each fund is designed for long-term investing.
Because short-term trading activities can disrupt the smooth management of a fund and increase its expenses, each fund reserves the right, in its sole discretion, to refuse any purchase or exchange order, or large purchase or exchange orders,
including any purchase or exchange order which appears to be associated with short-term trading activities or “market timing.” Because market timing decisions to buy and sell securities typically are based on an individual
investor’s market outlook, including such factors as the perceived strength of the economy or the anticipated direction of interest rates, it is difficult for a fund to determine in advance what purchase or exchange orders may be deemed to be
associated with market timing or short-term trading activities. The funds and Schwab reserve the right to refuse any purchase or exchange order, including large orders that may negatively impact their operations. More information regarding the
funds’ policies regarding “market timing” is included in the funds’ prospectuses.
In certain circumstances, shares of a fund may be
purchased “in kind” (i.e., in exchange for securities, rather than for cash). The securities tendered as part of an in-kind purchase must be liquid securities that are not restricted as to transfer and have a value that is readily
ascertainable as evidenced by a listing on the American Stock Exchange, the NYSE, or NASDAQ. Securities accepted by the fund will be valued, as set forth in the fund’s prospectus, as of the time of the next determination of net asset value
after such acceptance. The shares of the fund that are issued to the shareholder in exchange for the securities will be determined as of the same time. All dividend, subscription, or other rights that are reflected in the market price of accepted
securities at the time of valuation become the property of the fund and must be delivered to the fund by the investor upon receipt from the issuer. A fund will not accept securities in exchange for its shares unless such securities are, at the time
of the exchange, eligible to be held by the fund and satisfy such other conditions as may be imposed by the fund’s investment adviser.
Exchanging Shares of the Funds
Methods to purchase and redeem shares of a fund are
set forth in the funds’ prospectuses. An exchange order involves the redemption of all or a portion of the shares of one Schwab Fund or Laudus MarketMasters Fund and the simultaneous purchase of shares of another Schwab Fund or Laudus
MarketMasters Fund. Exchange orders must meet the minimum investment and any other requirements of the fund or class purchased. Exchange orders may not be executed between shares of Sweep Investments
®
and shares of non-Sweep Investments. Shares of Sweep Investments may be bought and sold automatically pursuant to the terms and conditions of your
Schwab account agreement or by direct order as long as you meet the minimums for direct investments. In addition, different exchange policies may apply to Schwab Funds
®
that are bought and sold through third-party investment providers and the exchange privilege between Schwab Funds may not be available through
third-party investment providers.
The funds
and Schwab reserve certain rights with regard to exchanging shares of the funds. These rights include the right to: (i) refuse any purchase or exchange order that may negatively impact a fund’s operations; (ii) refuse orders that appear to be
associated with short-term trading activities; and (iii) materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders.
Delivery of Shareholder Documents
Typically once a year, an updated
prospectus will be mailed to shareholders describing each fund’s investment strategies, risks and shareholder policies. Twice a year, financial reports will be mailed to shareholders describing each fund’s performance and investment
holdings. To eliminate duplicate mailings of shareholder documents, each household may receive one copy of these documents, under certain conditions. This practice is commonly called “householding.” If you want to receive multiple
copies, you may write or call your fund at the address or telephone number on the front of this SAI. Your instructions will be effective within 30 days of receipt by a fund or other date as communicated by the financial intermediary.
Pricing of Shares
Each business day, each fund
calculates its share price, or NAV, as of the close of the NYSE (generally 4 p.m. Eastern time). This means that NAVs are calculated using the values of a fund’s portfolio securities as of the close of the NYSE. Such values are required to be
determined in one of two ways: securities for which market quotations are readily available are required to be valued at current market value; and securities for which market quotations are not readily available or the investment adviser deems them
to be unreliable are required to be valued at fair value using procedures approved by the Board. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled
early closing on a day it has opened for business, the funds reserve the right to treat such day as a business day and accept purchase and redemption orders and calculate their share price as of the normally scheduled close of regular trading on the
NYSE for that day.
Shareholders of
funds that invest in foreign securities should be aware that because foreign markets are often open on weekends and other days when the funds are closed, the value of some of an underlying fund’s securities may change on days when it is not
possible to buy or sell shares of the fund. The underlying funds use approved pricing sources to provide values for their portfolio securities. Current market values are generally determined by the approved pricing sources as follows: generally
securities traded on exchanges, excluding the NASDAQ National Market System, are valued at the last-quoted sales price on the exchange on which such securities are primarily traded (closing values), or, lacking any sales, at the mean between the bid
and ask prices; generally securities traded in the over-the-counter market are valued at the last reported sales price that day, or, if no sales are reported that day, at the mean between the bid and ask prices. Generally, securities listed on the
NASDAQ National Market System are valued in accordance with the NASDAQ Official Closing Price. In addition, securities that are primarily traded on foreign exchanges are generally valued at the official closing price or last sales price on the
exchange where the securities are primarily traded with these values then translated into U.S. dollars at the current exchange rate. Fixed income securities normally are valued based on valuations provided by approved pricing sources. Securities may
be fair valued pursuant to procedures approved by the funds’ Board of Trustees when a security is de listed or its trading is halted or suspended; when approved pricing sources do not provide a value for a security, a furnished price appears
manifestly
incorrect or events occur prior to the close of the NYSE that
materially affect the furnished price. The Board of Trustees regularly reviews fair value determinations made by the funds pursuant to the procedures.
In accordance with the 1940 Act, the underlying
funds in which the Schwab Balanced Fund, Schwab MarketTrack Portfolios, and Schwab Target Funds invest are valued at their respective net asset values as determined by those funds. The underlying funds that are money market funds may value their
portfolio securities based on the value or amortized cost method. The other underlying funds value their portfolio securities based on market quotes if they are readily available.
Taxation
This discussion of federal income tax consequences
is based on the Internal Revenue Code and the regulations issued thereunder as in effect on the date of this Statement of Additional Information. New legislation, as well as administrative changes or court decisions, may significantly change the
conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein.
Federal Tax Information for the
Funds
It is each fund’s policy
to qualify for taxation as a “regulated investment company” (RIC) by meeting the requirements of Subchapter M of the Code. By qualifying as a RIC, each fund expects to eliminate or reduce to a nominal amount the federal income tax to
which it is subject. If a fund does not qualify as a RIC under the Code, it will be subject to federal income tax on its net investment income and any net realized capital gains. In addition, each fund could be required to recognize unrealized
gains, pay substantial taxes and interest, and make substantial distributions before requalifying as a RIC.
Each fund is treated as a separate
entity for federal income tax purposes and is not combined with the Trust's other funds. Each fund intends to qualify as a RIC so that it will be relieved of federal income tax on that part of its income that is distributed to shareholders. In order
to qualify for treatment as a RIC, a fund must, among other requirements, distribute annually to its shareholders an amount at least equal to the sum of 90% of its investment company taxable income (generally, net investment income plus the excess,
if any, of net short-term capital gain over net long-term capital losses) and 90% of its net tax exempt income. Among these requirements are the following: (i) at least 90% of a fund’s gross income each taxable year must be derived from
dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such stock or securities or
currencies and net income derived from an interest in a qualified publicly traded partnership; (ii) at the close of each quarter of a fund’s taxable year, at least 50% of the value of its total assets must be represented by cash and cash
items, U.S. Government securities, securities of other RICs and other securities, with such other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of a Fund's assets and that does not represent more
than 10% of the outstanding voting securities of such issuer; and (iii) at the close of each quarter of a fund’s taxable year, not more than 25% of the value of its assets may be invested in securities (other than U.S. Government securities or
the securities of other RICs) of any one issuer or of two or more issuers and which are engaged in the same, similar, or related trades or businesses if the fund owns at least 20% of the voting power of such issuers, or the securities of one or more
qualified publicly traded partnerships.
Certain master limited partnerships may qualify as
“qualified publicly traded partnerships” for purposes of the Subchapter M diversification rules described above. To do so, the master limited partnership must satisfy two requirements during the taxable year. First, the interests of such
partnership either must be traded on an established securities market or must be readily tradable on a secondary market (or the substantial equivalent thereof). Second, less than 90% of the partnership’s gross income can consist of dividends,
interest, payments with respect to securities loans, or gains from the sale or other disposition of stock or securities or foreign currencies, or other income derived with respect to its business of investing in such stock securities or
currencies.
The Internal Revenue Code imposes
a non-deductible excise tax on RICs that do not distribute in a calendar year (regardless of whether they otherwise have a non-calendar taxable year) an amount equal to 98% of their “ordinary income” (as defined in the Internal Revenue
Code) for the calendar year plus 98.2% of their net capital gain for the
one-year period ending on October 31 of such calendar year, plus
any undistributed amounts from prior years. The non-deductible excise tax is equal to 4% of the deficiency. For the foregoing purposes, a fund is treated as having distributed any amount on which it is subject to income tax for any taxable year
ending in such calendar year and certain amounts with respect to which estimated taxes are paid in such calendar year. A fund may in certain circumstances be required to liquidate fund investments to make sufficient distributions to avoid federal
excise tax liability at a time when the investment adviser might not otherwise have chosen to do so, and liquidation of investments in such circumstances may affect the ability of a fund to satisfy the requirements for qualification as a RIC.
If a fund fails to qualify as a RIC for any
taxable year, it will be taxable at regular corporate rates. In such an event, all distributions (including capital gains distributions) will be taxable as ordinary dividends to the extent of the fund’s current and accumulated earnings and
profits, subject to the dividends-received deduction for corporate shareholders and the lower tax rates applicable to qualified dividend income distributed to individuals. The Board reserves the right not to maintain the qualification of a fund as a
regulated investment company if it determines such course of action to be beneficial to shareholders.
Although each fund intends to distribute
substantially all of its net investment income and its capital gains for each taxable year, each fund will be subject to federal income tax to the extent any such income or gains are not distributed. If a fund’s distributions exceed its
taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution generally will not be
taxable but will reduce the shareholder’s cost basis and result in a higher capital gain or lower capital loss when those shares on which the distribution was received are sold. To the extent that a return of capital distribution exceeds a
shareholder's adjusted basis, the distribution will be treated as gain from the sale of shares.
A fund’s transactions in futures contracts,
forward contracts, foreign currency exchange transactions, options and certain other investment and hedging activities may be restricted by the Code and are subject to special tax rules. In a given case, these rules may accelerate income to a fund,
defer its losses, cause adjustments in the holding periods of a fund’s assets, convert short-term capital losses into long-term capital losses or otherwise affect the character of a fund’s income. These rules could therefore affect the
amount, timing and character of distributions to shareholders. Each fund will endeavor to make any available elections pertaining to these transactions in a manner believed to be in the best interest of a fund and its shareholders.
Each fund is required for federal income tax
purposes to mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and
options contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. Each fund may be
required to defer the recognition of losses on futures contracts, options contracts and swaps to the extent of any unrecognized gains on offsetting positions held by the fund. It is anticipated that any net gain realized from the closing out of
futures or options contracts will be considered gain from the sale of securities and therefore will be qualifying income for purposes of the 90% requirement described above. Each fund distributes to shareholders at least annually any net capital
gains which have been recognized for federal income tax purposes, including unrealized gains at the end of the fund’s fiscal year on futures or options transactions. Such distributions are combined with distributions of capital gains realized
on the fund’s other investments and shareholders are advised on the nature of the distributions.
With respect to investments in
zero coupon or other securities which are sold at original issue discount and thus do not make periodic cash interest payments, a fund will be required to include as part of its current income the imputed interest on such obligations even though the
fund has not received any corresponding interest payments on such obligations during that period. Because each fund distributes all of its net investment income to its shareholders, a fund may have to sell fund securities to distribute such imputed
income which may occur at a time when the adviser would not have chosen to sell such securities and which may result in taxable gain or loss.
Federal Income Tax Information for
Shareholders
The discussion of federal income
taxation presented below supplements the discussion in each fund’s prospectus and only summarizes some of the important federal tax considerations generally affecting shareholders of the funds. Accordingly, prospective investors (particularly
those not residing or domiciled in the United States) should consult their own tax advisors regarding the consequences of investing in the funds.
Any dividends declared by a fund in October,
November or December and paid the following January are treated, for tax purposes, as if they were received by shareholders on December 31 of the year in which they were declared. In general, distributions by a fund of investment company taxable
income (including net short-term capital gains), if any, whether received in cash or additional shares, will be taxable to you as ordinary income. A portion of these distributions may be treated as qualified dividend income (eligible for the reduced
rates to individuals as described below) to the extent that a fund receives qualified dividend income. Qualified dividend income is, in general, dividend income from taxable domestic corporations and certain foreign corporations (e.g., foreign
corporations incorporated in a possession of the United States or in certain countries with a comprehensive tax treaty with the United States, or the stock of which is readily tradable on an established securities market in the United States). A
dividend will not be treated as qualified dividend income to the extent that (i) the shareholder has not held the shares of the fund on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is 60
days before the date on which the shares of the fund become ex-dividend with respect to such dividend (and the fund must also satisfy those holding period requirements with respect to the securities it holds that paid the dividends distributed to
the shareholder), (ii) the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to substantially similar or related property, or (iii) the shareholder elects to treat such dividend
as investment income under section 163(d)(4)(B) of the Internal Revenue Code. Dividends received by each fund from a REIT or another RIC may be treated as qualified dividend income only to the extent the dividend distributions are attributable to
qualified dividend income received by such REIT or RIC. It is expected that dividends received by a fund from a REIT and distributed to a shareholder generally will be taxable to the shareholder as ordinary income.
Distributions from net capital gain (if any) that
are reported as capital gains dividends are taxable as long-term capital gains without regard to the length of time the shareholder has held shares of a fund. However, if you receive a capital gains dividend with respect to fund shares held for six
months or less, any loss on the sale or exchange of those shares shall, to the extent of the capital gains dividend, be treated as a long-term capital loss.
The maximum individual rate applicable to
“qualified dividend income” and long-term capital gains is generally either 15% or 20%, depending on whether the taxpayer’s income exceeds certain threshold amounts.
Under the Regulated Investment Company
Modernization Act of 2010, net capital losses incurred by a fund in the taxable years after the effective enactment date, December 22, 2010, will not expire. However, such losses must be utilized prior to the losses incurred in the year preceding
enactment. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Post-enactment capital losses arise in fiscal years beginning after the enactment date exclude any elective post-October
capital losses deferred during the period from November 1 to the end of a fund’s fiscal year. In addition, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term losses rather than
short-term as under previous law.
An
additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of U.S.
individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold
amount.
For corporate investors in a fund,
dividend distributions the fund reports to be from dividends received from qualifying domestic corporations will be eligible for the 70% corporate dividends-received deduction to the extent they would qualify if the fund were a regular corporation.
Distributions by a fund also may be subject to state, local and foreign taxes, and their treatment under applicable tax laws may differ from the federal income tax treatment.
In general, a sale of shares results in capital
gain or loss, and for individual shareholders, is taxable at a federal rate dependent upon the length of time the shares were held. A redemption of a shareholder’s fund shares is normally treated as a sale for tax purposes. Fund shares held
for a period of one year or less at the time of such sale or redemption will, for tax purposes, generally result in short-term capital gains or losses, and those held for more than one year will generally result in long-term capital gains or
losses.
The maximum individual rate
applicable to long-term capital gains is generally either 15% or 20%, depending on whether the individual’s income exceeds certain threshold amounts.
Gain or loss on the sale or redemption of shares in
a fund is measured by the difference between the amount received and the adjusted tax basis of the shares. Shareholders should keep records of investments made (including shares acquired through reinvestment of dividends and distribution) so they
can compute the tax basis of their shares.
A
loss realized on a sale or exchange of shares of a fund may be disallowed if other substantially identical shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a sixty-one (61) day period beginning thirty
(30) days before and ending thirty (30) days after the date that the shares are disposed of. In such a case, the basis of the shares acquired must be adjusted to reflect the disallowed loss. Any loss upon the sale or exchange of shares held for six
(6) months or less is treated as long-term capital loss to the extent of any capital gain dividends received by the shareholders.
At the beginning of every year, each fund will
provide shareholders with a tax reporting statement containing information detailing the estimated tax status of any distributions that the fund paid during the previous calendar year.
Each fund will be required in certain cases to
withhold at the applicable withholding rate and remit to the U.S. Treasury the withheld amount of taxable dividends and redemption proceeds paid to any shareholder who (1) fails to provide a correct taxpayer identification number certified under
penalty of perjury; (2) is subject to withholding by the Internal Revenue Service for failure to properly report all payments of interest or dividends; (3) fails to provide a certified statement that he or she is not subject to “backup
withholding;” or (4) fails to provide a certified statement that he or she is a U.S. person (including a U.S. resident alien). Backup withholding is not an additional tax and any amounts withheld may be credited against the shareholder’s
ultimate U.S. tax liability.
Foreign shareholders (i.e.,
nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from net investment income and
short-term capital gains; provided, however, that U.S. source interest related dividends and short-term capital gain dividends generally are not subject to U.S. withholding taxes if a fund elects to make reports with respect to such dividends.
Distributions to foreign shareholders of such short-term capital gains and long-term capital gains, and any gains from the sale or other disposition of shares of a fund, generally are not subject to U.S. taxation, unless the recipient is an
individual who either (1) meets the Code’s definition of “resident alien” or (2) is physically present in the U.S. for 183 days or more per year. Foreign shareholders may also be subject to U.S. estate taxes with respect to shares
in a fund. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be
different than those described above. Notwithstanding the foregoing, a portion of the income, if any, derived by a fund from investments in REITs that hold residual interests in real estate mortgage investment conduits (REMICs) may be classified as
“excess inclusion income.” In respect of foreign shareholders, no exemption or reduction in withholding tax will apply to such excess inclusion income.
The funds are required to withhold U.S. tax (at a
30% rate) on payments of dividends and (effective January 1, 2019), redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply with extensive new reporting and withholding requirements designed to
inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the funds to enable the funds to determine whether withholding is required.
Certain tax-exempt shareholders, including
qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k)s, and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income (UBTI).
Under current law, each fund generally serves to block
UBTI from being realized by their tax-exempt shareholders. However,
notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by virtue of its investment in the fund where, for example, (i) a fund invests in REITs that hold residual interests in REMICs, thereby causing the fund to derive
“excess inclusion income,” or (ii) shares in a fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of section 514(b) of the Code. Charitable remainder trusts are subject to special rules
and should consult their tax advisors. In addition, tax may be imposed on a fund on the portion of any excess inclusion income allocable to any shareholders that are classified as “disqualified organizations.” There are no restrictions
preventing a fund from holding investments in REITs that hold residual interests in REMICs, and a fund may do so. The Internal Revenue Service has issued recent guidance with respect to these issues and prospective shareholders, especially
charitable remainder trusts, are strongly encouraged to consult with their tax advisors regarding these issues.
The funds can have income, gains or losses from any
distributions or redemptions in the underlying funds. The funds cannot use gains distributed by one underlying fund to offset losses in another underlying fund. Redemptions of shares in an underlying fund, including those resulting from allocation
changes, could also cause additional distributable gains to shareholders, a portion of which may be short-term capital gains distributable as ordinary income. Further, a portion of any losses on underlying fund share redemptions may be deferred
under the “wash sale” rules. As a result of these factors, the funds’ “fund of funds” structure could affect the amount, timing and character of distributions to shareholders.
Income that a Schwab MarketTrack Portfolio or
Schwab Target Fund receives from sources within various foreign countries may be subject to foreign income taxes withheld at the source. If any of these funds has more than 50% of its assets invested in foreign securities at the end of its taxable
year, it may elect to “pass through” to its shareholders the ability to take either the foreign tax credit or the deduction for foreign taxes. Pursuant to this election, U.S. shareholders must include in gross income, even though not
actually received, their respective pro rata share of foreign taxes, and may either deduct their pro rata share of foreign taxes (but not for alternative minimum tax purposes) or credit the tax against U.S. income taxes, subject to certain
limitations described in Code sections 901 and 904. A shareholder who does not itemize deductions may not claim a deduction for foreign taxes. It is expected that the Schwab MarketTrack Portfolios and Schwab Target Funds will not have more than 50%
of their assets invested in foreign securities at the close of their taxable years, and therefore will not be permitted to make this election. Each shareholder’s respective pro rata share of foreign taxes a Schwab MarketTrack Portfolio or
Schwab Target Fund pays will, therefore, be netted against its share of the Schwab MarketTrack Portfolio or Schwab Target Fund’s gross income. To the extent, however, a Schwab MarketTrack Portfolio or Schwab Target Fund invests in an
underlying mutual fund that elects to pass through foreign taxes, the Schwab MarketTrack Portfolio or Schwab Target Fund will be able to pass through the taxes paid by the underlying mutual fund in a given year, provided that at least 50% of the
value of the Schwab MarketTrack Portfolio’s of Schwab Target Fund’s total assets is invested in underlying mutual funds at the end of each quarter of such taxable year.
The Schwab MarketTrack Portfolios and Schwab Target
Funds may invest in a non-U.S. corporation, which could be treated as a passive foreign investment company (PFIC) or become a PFIC under the Code. This could result in adverse tax consequences upon the disposition of, or the receipt of “excess
distributions” with respect to, such equity investments. To the extent any of these funds do invest in PFICs, they may elect to treat the PFIC as a “qualified electing fund” or mark-to-market its investments in PFICs annually. In
either case, these funds may be required to distribute amounts in excess of realized income and gains. To the extent these funds do invest in foreign securities which are determined to be PFIC securities and are required to pay a tax on such
investments, a credit for this tax would not be allowed to be passed through to the funds’ shareholders. Therefore, the payment of this tax would reduce a funds’ economic return from its PFIC shares, and excess distributions received
with respect to such shares are treated as ordinary income rather than capital gains.
Section 988 of the Code contains special tax rules
applicable to certain foreign currency transactions and instruments that may affect the amount, timing and character of income, gain or loss recognized by a fund. Under these rules, foreign exchange gain or loss realized by a fund with respect to
foreign currencies and certain futures and options thereon, foreign currency-denominated debt instruments, foreign currency forward contracts, and foreign currency-denominated payables and receivables will generally be treated as ordinary income or
loss, although in some
cases elections may be available that would alter this treatment.
Foreign currency losses could result in distributions of ordinary income being reclassified as a return of capital for tax purposes.
Under U.S. Treasury regulations, if a shareholder
recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of
portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC such as the fund are not excepted. Future guidance may extend the current exception from this reporting requirement to
shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to
determine the applicability of these regulations in light of their individual circumstances.
Shareholders are urged to consult their tax
advisors as to the state and local tax rules affecting investments in the fund.
APPENDIX
–
PRINCIPAL HOLDERS OF SECURITIES
Fund
|
Customer
|
Percent
owned
|
Schwab
MarketTrack All Equity Portfolio
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
96.60%
|
Schwab
MarketTrack Growth Portfolio
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
97.33%
|
Schwab
MarketTrack Balanced Portfolio
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
97.57%
|
Charles
Schwab Bank
Omnibus Account
FBO Same Day Exchange FS12
211 Main Street
San Francisco, CA 94105-1905
|
8.53%
1
|
Schwab
MarketTrack Conservative Portfolio
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
98.24%
|
Charles
Schwab Bank
Omnibus Account
FBO Same Day Exchange FS12
211 Main Street
San Francisco, CA 94105-1905
|
11.60%
1
|
Schwab
Balanced Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
97.04%
|
Schwab
Target 2010 Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
97.43%
|
Schwab
Target 2015 Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
91.10%
|
Schwab
Target 2020 Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
93.95%
|
Schwab
Target 2025 Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
93.69%
|
Fund
|
Customer
|
Percent
owned
|
Schwab
Target 2030 Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
95.38%
|
Schwab
Target 2035 Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
92.49%
|
Schwab
Target 2040 Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
95.37%
|
Schwab
Target 2045 Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
78.60%
|
Great-West
Trust Company LLC TTEE F
The Childrens Hospital Assoc
C/O Fascore LLC
8815 East Orchard Road 2T2
Greenwood Village, CO 80111-5002
|
17.21%
|
Schwab
Target 2050 Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
79.87%
|
Great-West
Trust Company LLC TTEE F
The Childrens Hospital Assoc
C/O Fascore LLC
8815 East Orchard Road 2T2
Greenwood Village, CO 80111-5002
|
17.83%
|
Schwab
Target 2055 Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
95.20%
|
1
|
These shares are
held within the Charles Schwab & Co., Inc. account listed elsewhere in the table.
|
Charles Schwab Investment
Management, Inc.
The Charles Schwab Family of Funds
Schwab Investments
Schwab Capital Trust
Schwab Annuity Portfolios
Laudus Trust
Schwab Strategic Trust
PROXY VOTING POLICY AND PROCEDURES
AS OF MARCH, 2016
Charles Schwab
Investment Management, Inc. (“CSIM”), as an investment adviser, is generally responsible for voting proxies with respect to the securities held in accounts of investment companies and other clients for which it provides discretionary
investment management services. CSIM’s Proxy Committee exercises and documents CSIM’s responsibility with regard to voting of client proxies (the “Proxy Committee”). The Proxy Committee is composed of representatives of
CSIM’s Fund Administration, Portfolio Management, and Legal Departments, and chaired by CSIM’s Chief Investment Officer, Equities or his/her delegate. The Proxy Committee reviews and may amend periodically these policies. The policies
stated in these Proxy Voting Policy and Procedures (the “Proxy Policies”) pertain to all of CSIM’s clients.
The Boards of Trustees (the
“Board”) of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, and Schwab Annuity Portfolios (“Schwab Funds”), Laudus Trust (“Laudus Funds”) and Schwab Strategic Trust (“Schwab
ETFs”; collectively with the Schwab Funds and Laudus Funds, the “Funds”) have delegated the responsibility for voting proxies to CSIM through their respective investment advisory agreements. The Board has adopted these Proxy
Policies with respect to proxies voted on behalf of the various series of the Schwab Funds, Laudus Funds, and Schwab ETFs. CSIM will present amendments to the Board for approval. However, there may be circumstances where the Proxy Committee deems it
advisable to amend these Proxy Policies between regular Schwab Funds, Laudus Funds and Schwab ETFs Board meetings. In such cases, the Board will be asked to ratify any changes at the next regular meeting of the Board.
To assist CSIM in its responsibility for
voting proxies and the overall proxy voting process, CSIM has retained Glass Lewis & Co. (“Glass Lewis”) as an expert in the proxy voting and corporate governance area. The services provided by Glass Lewis include in-depth research,
global issuer analysis, and voting recommendations as well as vote execution, reporting and record keeping. CSIM may also retain additional experts in the proxy voting and corporate governance area.
The Proxy Committee has the ultimate
responsibility for making the determination of how to vote the shares to seek to maximize the value of that particular holding.
CSIM believes that its role as a
fiduciary is of utmost importance. In voting proxy ballots, CSIM’s ultimate objective is to maximize the value of our clients’ investments by protecting the long-term best interests of shareholders. CSIM believes that directors, as
shareholders’ elected representatives, are best positioned to oversee the management of companies in which CSIM’s clients invest, thereby promoting and protecting its clients’ long-term interests. Therefore, CSIM will generally
support a board of directors’ recommendations unless concerns arise, such as the board’s performance, accountability or management of conflicts of interests.
CSIM invests on behalf of its clients in
companies domiciled all over the world. Since corporate governance standards and best practices differ by country and jurisdiction, the market context is taken into account in the analysis of proposals. Furthermore, there are instances where CSIM
may determine that voting is not in the best interests of its clients (typically due to costs or to trading restrictions) and will refrain from submitting votes.
III.
|
PROXY VOTING GUIDELINES
|
The Proxy
Committee receives and reviews Glass Lewis’ written proxy voting policies and procedures (“Glass Lewis’ Proxy Policies”). Positions on proposals are evaluated by the Proxy Committee in the long-term best interests of
shareholders. Below is a description of CSIM’s guidelines on key proposals for votes on U.S. and Canadian companies. In other circumstances, CSIM generally will utilize the Glass Lewis’ Proxy Policies (which are posted on the
Funds’ website).
A.
|
DIRECTORS AND AUDITORS
|
As a starting point, CSIM expects the
board to be composed of a majority of independent directors and to be responsive to shareholders. CSIM also expects directors that serve on a company’s nominating, compensation or audit committee to be independent.
Factors that may result in a vote against
one or more directors:
• The board is not
majority independent
• Non-independent
directors serve on the nominating, compensation or audit committees
•
Director recently failed to attend at least 75% of meetings or serves on an excessive number of publically traded company boards
•
Directors approved executive compensation schemes that appear misaligned with shareholders’ interests
•
Director recently acted in a manner inconsistent with these Proxy Policies or failed to be responsive to concerns of a majority of shareholders
CSIM typically supports the ratification
of auditors unless CSIM believes that the auditors’ independence may have been compromised.
Factors that may result in a vote against
the ratification of auditors:
• Audit-related fees are
less than half of the total fees paid by the company to the audit firm
• A recent material
restatement of annual financial statements
CSIM generally defers to
management’s recommendation for classified board proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting a shareholder proposal to de-classify a board:
•
The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
•
The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
• The company had
material financial statement restatements
•
The company’s board adopted a shareholder rights plan (also known as a “Poison Pill”) during the past year and did not submit it to shareholders for approval
CSIM generally supports majority voting
proposals when they call for plurality voting standards in contested elections.
CSIM typically supports the concept of
voting rights being proportional to shareholders’ economic stake in the company. Therefore, CSIM will generally not support cumulative voting proposals unless the company has a controlling shareholder or shareholder group and has plurality
voting standards.
CSIM typically does not support proxy
access proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting proxy access:
•
The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
•
The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
• The company had
material financial statement restatements
•
The company’s board adopted a Poison Pill during the past year and did not submit it to shareholders for approval
CSIM believes that the board is typically
best positioned to determine its leadership structure. Therefore, CSIM will typically not support proposals requiring an independent chair unless CSIM has concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting a shareholder proposal requiring an independent chair:
•
The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
•
The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
• The company had
material financial statement restatements
•
The company’s board adopted a Poison Pill during the past year and did not submit it to shareholders for approval
i.
|
Advisory Vote on Executive Compensation and Frequency
|
CSIM generally supports advisory votes on
executive compensation (also known as “Say-On-Pay”) when the compensation scheme appears aligned with shareholder economic interests and lacks problematic features.
Factors that may result in a vote against
Say-On-Pay:
•
Executive compensation is out of line with industry peers considering the company’s performance over time
•
Executive compensation plan includes significant guaranteed bonuses or has a low amount of compensation at risk
•
Executive compensation plan offers excessive perquisites, tax-gross up provisions, or golden parachutes
CSIM typically supports annual advisory
votes on executive compensation.
ii.
|
Equity Compensation Plans
|
CSIM generally supports stock-based
compensation plans when they do not overly dilute shareholders by providing participants with excessive awards and lack problematic features.
Factors that may result in a vote against
Equity Compensation Plans:
• Plan’s total
potential dilution appears excessive
• Plan’s burn rate
appears excessive compared to industry peers
• Plan allows for the
re-pricing of options without shareholder approval
• Plan has an evergreen
feature
iii.
|
Employee Stock Purchase Plans
|
CSIM supports the concept of broad
employee participation in a company’s equity. Therefore, CSIM typically supports employee stock purchase plans when the shares can be purchased at 85% or more of the shares’ market value.
iv.
|
Re-price/Exchange Option Plans
|
CSIM generally only supports
management’s proposals to re-price options when the plan excludes senior management and directors, does not excessively dilute shareholders, and the company has not significantly underperformed its industry peers over time.
i.
|
Shareholder Rights Plans (“Poison Pills”)
|
Poison Pills constrain a potential
acquirer’s ability to buy shares in a company above a certain threshold without the approval of the company’s board of directors. While a Poison Pill may help a company in achieving a higher bid, it may also entrench the incumbent
management and board. CSIM believes that shareholders should have the right to approve a Poison Pill within a year of its adoption. CSIM generally votes against Poison Pills that do not have safeguards to protect shareholder interests.
Factors that may result in a vote against
Poison Pills:
•
Plan does not expire in a relatively short time horizon
•
Plan does not have a well-crafted permitted bid or qualified offer feature that mandates shareholder votes in certain situations
• Plan automatically
renews without shareholder approval
• Company’s
corporate governance profile
ii.
|
Right to Call Special Meeting
|
CSIM generally votes against the right of
shareholders to call a special meeting unless the threshold to call a special meeting is 25% or more of shares outstanding to avoid wasting corporate resources.
iii.
|
Right to Act by Written Consent
|
CSIM generally votes against the right of
shareholders to act by written consent if the company already offers shareholders the right the call special meetings. CSIM expects appropriate mechanisms for implementation, including that the threshold to call a special meeting is 25% or more of
shares outstanding.
CSIM generally supports the concept of
simple majority standards to pass proposals.
E.
|
CAPITAL STRUCTURE, MERGERS
AND ACQUISITIONS
|
i.
|
Increase in Authorized Common Shares
|
CSIM typically supports proposals to
increase the authorized shares unless the company does not sufficiently justify the need for the use of the proposed shares.
CSIM generally supports proposals to
create a class of preferred shares with specific voting, dividend, conversion and other rights.
iii.
|
Mergers and Acquisitions
|
CSIM generally supports transactions that
appear to maximize shareholder value. In assessing the proposals, CSIM considers the proposed transaction’s strategic rationale, the offer premium, the board’s oversight of the sales process, and other pertinent factors.
F.
|
ENVIRONMENTAL AND SOCIAL
PROPOSALS
|
Environmental and Social shareholder
proposals typically request companies to change their business practices or to enhance their disclosures. CSIM believes that in most instances, the board is best positioned to evaluate the impact of these proposals on the company’s business.
Therefore, CSIM generally defers to the board’s recommendation unless the proposal has successfully articulated a demonstrable tangible economic impact on shareholder value.
i.
|
Political Contribution Proposals
|
CSIM expects the board of directors to
have an oversight process for political contributions and lobbying proposals. CSIM generally votes against political contribution shareholder proposals unless there is no evidence of board oversight.
A.
|
CONFLICTS OF INTERESTS
|
With respect to
proxies of an underlying affiliated Fund, the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of such Fund (i.e., “echo vote”), unless otherwise required by law. When required by law or
applicable exemptive order, the Proxy Committee will also “echo vote” proxies of an unaffiliated mutual fund or exchange traded fund (“ETF”). For example, certain exemptive orders issued to the Funds by the Securities and
Exchange Commission and Section 12(d)(1)(F) of the Investment Company Act of 1940, as amended, require the Funds, under certain circumstances, to “echo vote” proxies of registered investment companies that serve as underlying investments
of the Funds.
In addition, with respect to holdings of
The Charles Schwab Corporation (“CSC”) (ticker symbol: SCHW), the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of CSC (i.e., “echo vote”), unless otherwise required by
law.
Other than proxies that will be
“echo voted”, proxy issues that present material conflicts of interest between CSIM, and/or any of its affiliates, and CSIM’s clients will be delegated to Glass Lewis to be voted in accordance with CSIM’s Proxy Voting
Guidelines.
B.
|
FOREIGN
SECURITIES/SHAREBLOCKING
|
CSIM has arrangements with Glass Lewis for
the execution of proxy votes. However, voting proxies with respect to shares of foreign securities may involve significantly greater effort and corresponding cost than voting proxies with respect to domestic securities, due to the variety of
regulatory schemes and corporate practices in foreign countries with respect to proxy voting. Problems voting foreign proxies may include the following:
• proxy statements and
ballots written in a foreign language;
• untimely and/or
inadequate notice of shareholder meetings;
• restrictions of
foreigner’s ability to exercise votes;
• requirements to vote
proxies in person;
• requirements to
provide local agents with power of attorney to facilitate CSIM’s voting instructions.
In consideration of the foregoing issues,
Glass Lewis uses its best efforts to vote foreign proxies. As part of its ongoing oversight, the Proxy Committee will monitor the voting of foreign proxies to determine whether all reasonable steps are taken to vote foreign proxies. If the Proxy
Committee determines that the cost associated with the attempt to vote outweighs the potential benefits clients may derive from voting, the Proxy Committee may decide not to attempt to vote. In addition, certain foreign countries impose restrictions
on the sale of securities for a period of time before and/or after the shareholder meeting. To avoid these trading restrictions, the Proxy Committee instructs Glass Lewis not to vote such foreign proxies.
Certain of the
Funds enter into securities lending arrangements with lending agents to generate additional revenue for their portfolios. In securities lending arrangements, any voting rights that accompany the loaned securities generally pass to the borrower of
the securities, but the lender retains the right to recall a security and may then exercise the security’s voting rights. In order to vote the proxies of securities out on loan, the securities must be recalled prior to the established record
date. CSIM will use its best efforts to recall a Fund’s securities on loan and vote such securities’ proxies if (a) the proxy relates to a special meeting of shareholders of the issuer (as opposed to the issuer's annual meeting of
shareholders), or (b) the Fund owns more than 5% of the outstanding shares of the issuer. Further, it is CSIM's policy to use its best efforts to recall securities on loan and vote such securities’ proxies if CSIM determines that the proxies
involve a material event affecting the loaned securities. CSIM may utilize third-party service providers to assist it in identifying and evaluating whether an event is material. CSIM may also recall securities on loan and vote such securities’
proxies in its discretion.
D.
|
SUB-ADVISORY RELATIONSHIPS
|
Where CSIM has
delegated day-to-day investment management responsibilities to an investment sub-adviser, CSIM may (but generally does not) delegate proxy voting responsibility to such investment sub-adviser. Each sub-adviser to whom proxy voting responsibility has
been delegated will be required to review all proxy solicitation material and to exercise the voting rights associated with the securities it has been allocated in the best interest of each investment company and its shareholders, or other client.
Prior to
delegating the proxy voting responsibility, CSIM will
review each sub-adviser’s proxy voting policy to determine whether it believes that each sub-adviser’s proxy voting policy is generally consistent with the maximization of the value of CSIM’s clients’ investments by
protecting the long-term best interest of shareholders.
E.
|
REPORTING AND RECORD
RETENTION
|
CSIM
will maintain, or cause Glass Lewis to maintain, records that identify the manner in which proxies have been voted (or not voted) on behalf of CSIM clients. CSIM will comply with all applicable rules and regulations regarding disclosure of its or
its clients’ proxy voting records and procedures.
CSIM will retain all proxy voting materials
and supporting documentation as required under the Investment Advisers Act of 1940 and the rules and regulations thereunder.
Statement Of Additional Information
SCHWAB CAPITAL TRUST
SCHWAB INVESTMENTS
Schwab
®
S&P 500 Index Fund (SWPPX)
|
Schwab
1000 Index
®
Fund (SNXFX)
|
Schwab
Small-Cap Index Fund
®
(SWSSX)
|
Schwab
Total Stock Market Index Fund
®
(SWTSX)
|
Schwab
International Index Fund
®
(SWISX)
|
February 25, 2016
The Statement of Additional Information (SAI) is
not a prospectus. It should be read in conjunction with the funds’ prospectus dated February 25, 2016 (as amended from time to time).
The funds’ audited financial statements and
the report of the independent registered public accounting firm thereon from the funds’ annual report for the fiscal year ended October 31, 2015, are incorporated by reference into this SAI.
For a free copy of these documents or to request
other information or ask questions about the funds, call Schwab Funds
®
at 1-800-435-4000. For TDD service call 1-800-345-2550. In addition, you may
visit Schwab Funds’ website at http://www.csimfunds.com/schwabfunds_prospectus for a free copy of a prospectus, SAI or an annual or semi-annual report.
Each fund, except for the Schwab 1000 Index Fund,
is a series of Schwab Capital Trust, and the Schwab 1000 Index Fund is a series of Schwab Investments (each, a trust, and collectively, the trusts). The funds are part of the Schwab complex of funds (Schwab Funds).
INVESTMENT OBJECTIVES
The
Schwab S&P 500 Index Fund
seeks to track the total return of the Standard & Poor’s 500 Composite Stock Price Index (S&P 500
®
Index).
The
Schwab 1000
Index Fund
seeks to match the total return of the Schwab 1000 Index
®
, an index created to represent performance of publicly traded equity
securities of the 1,000 largest U.S. companies.
The
Schwab
Small-Cap Index Fund
seeks to track the performance of a benchmark index that measures total return of small capitalization U.S. stocks.
The
Schwab Total Stock Market Index Fund
seeks to track the total return of the entire U.S. stock market, as measured by the Dow Jones U.S. Total Stock Market Index
SM
.
The
Schwab
International Index Fund
seeks to track the performance of a benchmark index that measures the total return of large, publicly traded non-U.S. companies from countries with developed equity markets outside of the United States.
Change of Investment Objective
The investment objective for each fund may be
changed only by vote of a majority of its outstanding voting shares. A majority of the outstanding voting shares of a fund means the affirmative vote of the lesser of: (a) 67% or more of the voting shares represented at the meeting, if more than 50%
of the outstanding voting shares of the fund are represented at the meeting or (b) more than 50% of the outstanding voting shares of a fund. There is no guarantee a fund will achieve its investment objective.
Change to Investment Policy of Certain Funds
The
Schwab S&P 500 Index Fund
will, under normal circumstances, invest at least 80% of its net assets in securities included in the S&P 500 Index. The fund will notify its shareholders at least 60 days before
changing this policy. For purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes.
The S&P 500 Index is a product of S&P Dow
Jones Indices LLC (SPDJI), and has been licensed for use by Charles Schwab Investment Management, Inc. (CSIM). Standard & Poor’s
®
, S&P
®
and S&P 500
®
are registered trademarks of
Standard & Poor’s Financial Services LLC (S&P); Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones);
and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by CSIM.
The S&P 500 Index is, generally, representative
of the performance of the U.S. stock market. The index consists of 500 stocks chosen for market size, liquidity and industry group representation. It is a market value weighted index (stock price times number of shares outstanding), with each
stock’s weight in the index proportionate to its market value. The S&P 500 Index does not contain the 500 largest stocks, as measured by market capitalization. Although many of the stocks in the index are among the largest, it also
includes some relatively small companies. Those companies, however, generally are established companies within their industry group. S&P identifies important industry groups within the U.S. economy and then allocates a representative sample of
stocks with each group to the S&P 500 Index. There are four major industry sectors within the index: industrials, utilities, financials and transportation. The fund may purchase securities of companies with which it is affiliated to the extent
these companies are represented in its index.
The Schwab S&P 500 Index Fund is not sponsored,
endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the shareholders of the Schwab S&P 500 Index Fund or any member of the public regarding the advisability of investing in securities
generally or in the funds particularly or the ability of the S&P 500 Index to track general stock market performance. S&P’s only relationship to the Schwab S&P 500 Index Fund is the licensing of certain trademarks and trade names
of S&P and of the S&P 500 Index, which is determined, composed and calculated by S&P without regard to the fund. S&P has no obligation to take the needs of the Schwab S&P 500 Index Fund or its shareholders into consideration in
determining, composing or calculating the S&P 500 Index. S&P is
not responsible for and has not participated in the determination
of the prices and amount of shares in the Schwab S&P 500 Index Fund or in the determination or calculation of the equation by which the fund’s shares are to be converted into cash. S&P has no obligation or liability in connection with
the administration, marketing or trading of the fund’s shares.
S&P does not guarantee the accuracy and/or the
completeness of the S&P 500 Index or any data included therein, and S&P shall have no liability for any errors, omissions or interruptions therein. S&P makes no warranty, express or implied, as to results to be obtained by the Schwab
S&P 500 Index Fund, its shareholders or any other person or entity from the use of the S&P 500 Index or any data therein. S&P makes no express or implied warranties and expressly disclaims all warranties of merchantability or fitness for
a particular purpose or use with respect to the S&P 500 Index or any data included therein. Without limiting any of the foregoing, in no event shall S&P have any liability for any special, punitive, indirect or consequential damages
(including lost profits), even if notified of the possibility of such damages.
The
Schwab 1000
Index Fund
will, under normal circumstances, invest at least 80% of its net assets in securities included in the Schwab 1000 Index. The fund will notify its shareholders at least 60 days before changing this policy. For purposes of this
policy, net assets mean net assets plus the amount of any borrowings for investment purposes.
To be included in the Schwab 1000
Index, a company must satisfy all of the following criteria: (1) it must be an “operating company” (i.e., not an investment company) or real estate investment trust incorporated in the United States, its territories or possessions; (2) a
liquid market for its common shares must exist on the New York Stock Exchange (NYSE), American Stock Exchange or the NASDAQ/NMS; and (3) its market value must place it among the top 1,000 such companies as measured by market capitalization (share
price times the number of shares outstanding). The fund may purchase securities of companies with which it is affiliated to the extent these companies are represented in its index.
As of December 31, 2015, the aggregate market
capitalization of the stocks included in the Schwab 1000 Index was approximately $22.4 trillion. This represents approximately 91% of the total market value of all publicly-traded U.S. companies, as represented by the Dow Jones U.S. Total Stock
Market Index.
The
Schwab Small-Cap Index Fund
will, under normal circumstances, invest at least 80% of its net assets in securities included in the Russell 2000
®
Index. The fund will notify its shareholders at least 60 days before changing this policy. For purposes of this policy, net assets mean net assets
plus the amount of any borrowings for investment purposes.
The Russell 2000 Index is an
established index that measures the performance of the small-cap sector of the U.S. equity market. The Russell 2000 Index is a subset of the Russell
3000
®
Index, representing approximately the 2,000 smallest issuers and, as of December 31, 2015, approximately 8% of the total market capitalization
of the Russell 3000 Index. The fund may purchase securities of companies with which it is affiliated to the extent these companies are represented in its index.
CSIM, the fund’s investment adviser, has entered into an
agreement with Russell Investment Group (Russell), pursuant to which, CSIM has been granted a license to certain of the Russell indexes and the Russell trademarks, which has in turn been sublicensed to the fund. Under the sublicensing agreement
between CSIM and the fund, the fund pays all applicable licensing fees.
The Schwab Small-Cap Index Fund is not promoted,
sponsored or endorsed by, nor in any way affiliated with Russell. Russell is not responsible for and has not reviewed the Schwab Small-Cap Index Fund nor any associated literature or publications and Russell makes no representation or warranty,
express or implied, as to their accuracy, or completeness, or otherwise.
Russell reserves the right, at any time and without
notice, to alter, amend, terminate or in any way change the Russell indexes. Russell has no obligation to take the needs of any particular fund or its participants or any other product or person into consideration in determining, composing or
calculating any of the Russell indexes.
Russell’s publication of the Russell indexes
in no way suggests or implies an opinion by Russell as to the attractiveness or appropriateness of investment in any or all securities upon which the Russell indexes are based. Russell makes no representation, warranty, or guarantee as to the
accuracy, completeness, reliability, or otherwise of the Russell indexes or any data included in the Russell indexes. Russell makes no representation, warranty or guarantee regarding the use, or the results of use, of the Russell indexes or any data
included therein, or any security (or combination thereof) comprising the Russell indexes. Russell makes no other express or implied warranty, and expressly disclaims any warranty, of any kind, including without limitation, any warranty of
merchantability or fitness for a particular purpose with respect to the Russell index(es) or any data or any security (or combination thereof) included therein.
The
Schwab Total
Stock Market Index Fund
will, under normal circumstances, invest at least 80% of its net assets in securities included in the benchmark index. The fund will notify its shareholders at least 60 days before changing this policy. For purposes of
this policy, net assets mean net assets plus the amount of any borrowings for investment purposes.
The Dow Jones U.S. Total Stock
Market Index includes all publicly traded stocks of companies headquartered in the United States for which pricing information is readily available
–
3,960 stocks, as
of December 31, 2015. The index is a float-adjusted market capitalization weighted index that reflects the shares of securities actually available to investors in the marketplace. The fund may purchase securities of companies with which it is
affiliated to the extent these companies are represented in its index.
Index ownership
–
“Standard & Poor’s
®
” and “S&P
®
” are registered trademarks of Standard & Poor’s Financial Services LLC, and “Dow Jones
®
” is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones) and have been licensed for use by S& P Dow Jones Indices LLC and
its affiliates and sublicensed for certain purposes by CSIM. The “Dow Jones U.S. Total Stock Market Index
SM
” is a product of S&P Dow
Jones Indices LLC or its affiliates, and has been licensed for use by CSIM. The Schwab Total Stock Market Index Fund is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P, or their respective affiliates,
and neither S&P Dow Jones Indices LLC, Dow Jones, S&P, nor their respective affiliates make any representation regarding the advisability of investing in the fund.
S&P Dow Jones Indices LLC, Dow Jones, S&P
and their affiliates (collectively, S&PDJI) makes no representation or warranty, express or implied, to the owners of the Schwab Total Stock Market Index Fund or any member of the public regarding the advisability of investing in securities
generally or in the Schwab Total Stock Market Index Fund particularly or the ability of the Dow Jones U.S. Total Stock Market Index (the Index) to track general market performance. S&P Dow Jones Indices’ only relationship to CSIM with
respect to the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The Index is determined, composed and calculated by S&P Dow Jones Indices without
regard to CSIM or the Schwab Total Stock Market Index Fund. S&PDJI have no obligation to take the needs of CSIM or the owners of the Schwab Total Stock Market Index Fund into consideration in determining, composing or calculating the Index.
S&PDJI are not responsible for and have not participated in the determination of the prices, and amount of the Schwab Total Stock Market Index Fund or the timing of the issuance or sale of the Schwab Total Stock Market Index Fund or in the
determination or calculation of the equation by which the Schwab Total Stock Market Index Fund is to be converted into cash, surrendered or redeemed, as the case may be. S&PDJI have no obligation or liability in connection with the
administration, marketing or trading of the Schwab Total Stock Market Index Fund. There is no assurance that investment products based on the Index will accurately track index performance or provide positive investment returns. S& P Dow Jones
Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&PDJI to buy, sell, or hold such security, nor is it considered to be investment advice.
S&PDJI do not guarantee the adequacy, accuracy,
timeliness and/or the completeness of the Index or any data related thereto or any communication, including, but not limited to, oral or written communication (including electronic communications) with respect thereto. S&PDJI shall not be
subject to any damages or liability for any errors, omissions or delays therein. S&PDJI make no express or implied warranties, and expressly disclaim all warranties, of merchantability or fitness for a particular purpose or use or as to the
results to be obtained by CSIM, owners of the Schwab Total Stock Market Index Fund or any other person or entity from the use of the Index or any data related
thereto. Without limiting any of the foregoing, in no event
whatsoever shall S&PDJI be liable for any indirect, special, incidental, punitive or consequential damages including, but not limited to, loss of profits, trading losses, lost time or goodwill, even if they have been advise of the possibility of
such damages, whether in contract, tort, strict liability or otherwise. There are no third party beneficiaries of any agreements or arrangements between S&P Dow Jones Indices, its affiliates and CSIM, other than to the licensors of
S&PDJI.
Because it would be too expensive
to buy all of the stocks included in the index, CSIM may use statistical sampling techniques in an attempt to replicate the total return of the U.S. stock market using a smaller number of securities. These techniques use a smaller number of index
securities than that included in the index, which, when taken together, are expected to perform similarly to the index. These techniques are based on a variety of factors, including capitalization, dividend yield, price/earnings ratio, and industry
factors.
The
Schwab International Index Fund
will, under normal circumstances, invest at least 80% of its net assets in securities included in the MSCI EAFE
®
Index. The fund will notify its shareholders at least 60 days before changing this policy. For purposes of this policy, net assets mean net assets
plus the amount of any borrowings for investment purposes.
The MSCI EAFE Index is an
industry-recognized index composed of MSCI country indices representing developed markets outside of North America
–
Europe, Australasia, and the Far East. The MSCI
EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US and Canada. As of December 31, 2015, the MSCI EAFE Index
consisted of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden,
Switzerland and the United Kingdom. The fund may purchase securities of companies with which it is affiliated to the extent these companies are represented in its index.
The Schwab International Index Fund is not
sponsored, endorsed, sold or promoted by MSCI Inc. (MSCI), any of its affiliates, any of its information providers or any other third party involved in, or related to, compiling, computing or creating any MSCI index (collectively, the MSCI Parties).
The MSCI indexes are the exclusive property of MSCI. MSCI and the MSCI index names are service mark(s) of MSCI or its affiliates and have been licensed for use for certain purposes by CSIM which has in turn been sublicensed to the fund. Under the
sublicensing agreement between CSIM and the fund, the fund pays all applicable licensing fees.
None of the MSCI Parties makes any representation
or warranty, express or implied, to the issuer or owners of the fund or any other person or entity regarding the advisability of investing in funds generally or in the fund particularly or the ability of any MSCI index to track corresponding stock
market performance. MSCI or its affiliates are the licensors of certain trademarks, service marks and trade names and of the MSCI indexes which are determined, composed and calculated by MSCI without regard to the fund or the issuer or owners of the
fund or any other person or entity. None of the MSCI Parties has any obligation to take the needs of the issuer or owners of the fund or any other person or entity into consideration in determining, composing or calculating the MSCI indexes. None of
the MSCI Parties is responsible for or has participated in the determination of the timing of, prices at, or quantities of the fund to be issued or in the determination or calculation of the equation by or the consideration into which the fund is
redeemable. Further, none of the MSCI Parties has any obligation or liability to the issuer or owners of the fund or any other person or entity in connection with the administration, marketing or offering of the fund.
Although MSCI shall obtain information for
inclusion in or for use in the calculation of the MSCI indexes from sources that MSCI considers reliable, none of the MSCI Parties warrants or guarantees the originality, accuracy and/or the completeness of any MSCI index or any data included
therein. None of the MSCI Parties makes any warranty, express or implied, as to results to be obtained by the issuer of the fund, owners of the fund, or any other person or entity, from the use of any MSCI index or any data included therein. None of
the MSCI Parties shall have any liability for any errors, omissions or interruptions of or in connection with any MSCI index or any data included therein. Further, none of the MSCI Parties makes any express or implied warranties of any kind, and the
MSCI Parties hereby expressly disclaim all warranties of merchantability and fitness for a particular purpose, with respect to each MSCI index and any data included therein. Without limiting any of the foregoing, in no event shall any of the MSCI
Parties
have any liability for any direct, indirect, special, punitive,
consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
Description of Schwab Index.
The Schwab 1000 Index was developed and is maintained by Charles Schwab & Co.,
Inc.
(Schwab or the funds’ distributor). Schwab
receives no compensation from the fund for maintaining the index. Schwab reviews and, as necessary, revises the list of companies whose securities are included in the index, usually annually. Companies known by Schwab to meet or no longer meet the
inclusion criteria may be added or deleted as appropriate. Schwab also will modify the index as necessary to account for corporate actions (e.g., new issues, repurchases, stock dividends/splits, tenders, mergers, stock swaps, spinoffs or bankruptcy
filings made because of a company’s inability to continue operating as a going concern).
Schwab may change the Schwab 1000 Index inclusion
criteria if it determines that doing so would cause the index to be more representative of the domestic equity market. The Board of Trustees (Board) may select another index for the Schwab 1000 Index Fund, subject to shareholder approval, should it
decides that taking such action would be in the best interest of the fund’s shareholders.
A particular stock’s weighting in the Schwab
1000 Index is based on its relative total market value (i.e., its market price per share times the number of shares outstanding), divided by the total market capitalization of the index.
Investment Strategies, Securities And
RISKS
The different types of investments that
the funds typically may invest in, the investment techniques they may use and the risks normally associated with these investments are discussed below. The following investment strategies, risks and limitations supplement those set forth in the
prospectus and may be changed without shareholder approval, unless otherwise noted. Also, policies and limitations that state a maximum percentage of assets that may be invested in a security or other asset, or that set forth a quality standard,
shall be measured immediately after and as a result of a fund’s acquisition of such security or asset unless otherwise noted. Thus, any subsequent change in values, net assets or other circumstances does not require a fund to sell an
investment if it could not then make the same investment. Not all investment securities or techniques discussed below are eligible investments for each fund.
Borrowing.
A fund
may borrow for temporary or emergency purposes; for example, a fund may borrow at times to meet redemption requests rather than sell portfolio securities to raise the necessary cash. A fund’s borrowings will be subject to interest costs.
Borrowing can also involve leveraging when securities are purchased with the borrowed money. Leveraging creates interest expenses that can exceed the income from the assets purchased with the borrowed money. In addition, leveraging may magnify
changes in the net asset value of a fund’s shares and in its portfolio yield. A fund will earmark or segregate assets to cover such borrowings in accordance with positions of the Securities and Exchange Commission (SEC). If assets used to
secure a borrowing decrease in value, a fund may be required to pledge additional collateral to avoid liquidation of those assets.
A fund may establish lines-of-credit (lines) with
certain banks by which it may borrow funds for temporary or emergency purposes. A borrowing is presumed to be for temporary or emergency purposes if it is repaid by a fund within 60 days and is not extended or renewed. Each fund may use the lines to
meet large or unexpected redemptions that would otherwise force a fund to liquidate securities under circumstances which are unfavorable to a fund’s remaining shareholders. Each fund will pay fees to the banks for using its lines.
Concentration
means
that substantial amounts of assets are invested in a particular industry or group of industries. Concentration increases investment exposure to industry risk. For example, the automobile industry may have a greater exposure to a single factor, such
as an increase in the price of oil, which may adversely affect the sale of automobiles and, as a result, the value of the industry’s securities. Each of the funds will not concentrate its investments in a particular industry or group of
industries, unless the index it is designed to track is so concentrated.
Debt Securities
are obligations issued by domestic and foreign entities, including governments and corporations, in order to raise money. They are basically “IOUs,” but are commonly referred to as bonds or money market
securities. These securities normally require the issuer to pay a fixed-, variable- or floating-rate of interest on the amount of money borrowed (the principal) until it is paid back upon maturity.
Debt securities experience price changes when
interest rates change. For example, when interest rates fall, the prices of debt securities generally rise. Conversely, when interest rates rise, the prices of debt securities generally fall. Certain debt securities have call features that allow
issuers to redeem their outstanding debts prior to final maturity. Depending on the call feature, an issuer may pre-pay its outstanding debts and issue new ones paying lower interest rates. This is especially true for bonds with sinking fund
provisions, which commit the issuer to set aside a certain amount of money to cover timely repayment of principal and typically allow the issuer to annually repurchase certain of its outstanding bonds from the open market or at a pre-set call price.
Prepayments are more likely to occur in a falling interest rate environment. In a rising interest rate environment, prepayment on outstanding debt securities is less likely to occur. This is known as extension risk and may cause the value of debt
securities to depreciate as a result of the higher market interest rates. Typically, longer-maturity securities react to interest rate changes more severely than shorter-term securities (all things being equal), but generally offer greater rates of
interest. If an issuer redeems the debt securities prior to final maturity, a fund may have to replace these securities with lower yielding securities, which could result in a lower return.
A change in the Federal
Reserve’s monetary policy (or that of other central banks) or improving economic conditions, among other things, may lead to an increase in interest rates, which could significantly impact the value of debt securities in which a fund invests.
Some debt securities, such as bonds with longer durations, are more sensitive to interest rate changes than others and may experience an immediate and considerable reduction in value if interest rates rise. Longer duration securities tend to be more
volatile than shorter duration securities. As the values of debt securities in a fund’s portfolio adjust to a rise in interest rates, a fund’s share price may fall. In the event that a fund holds a large portion of its portfolio in
longer duration securities when interest rates increase, the share price of the fund may fall significantly.
Debt securities also are subject to the risk that
the issuers will not make timely interest and/or principal payments or fail to make them at all. This is called credit risk. Corporate debt securities (bonds) tend to have higher credit risk generally than U.S. government debt securities. Debt
securities also may be subject to price volatility due to market perception of future interest rates, the creditworthiness of the issuer and general market liquidity (market risk). Investment-grade debt securities are considered medium- and/or
high-quality securities, although some still possess varying degrees of speculative characteristics and risks. Debt securities rated below investment-grade are riskier, but may offer higher yields. These securities are sometimes referred to as high
yield securities or “junk bonds.”
Corporate bonds are debt securities issued by
corporations. Although a higher return is expected from corporate bonds, these securities, while subject to the same general risks as U.S. government securities, are subject to greater credit risk than U.S. government securities. Their prices may be
affected by the perceived credit quality of their issuer.
Depositary Receipts
include American Depositary Receipts (ADRs) as well as other “hybrid” forms of ADRs, including European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs), and are certificates evidencing ownership of shares of a foreign
issuer. Depositary receipts may be sponsored or unsponsored. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian
bank or similar financial institution in the issuer’s home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to many of the risks associated with investing directly in
foreign securities.
Investments in the securities of
foreign issuers may subject a fund to investment risks that differ in some respects from those related to investments in securities of U.S. issuers. Such risks include future adverse political and economic developments; withholding taxes on income,
or possible imposition of withholding taxes on income; possible seizure, nationalization or expropriation of foreign deposits; possible establishment of exchange controls; or taxation at the source or greater fluctuation in value due to changes in
exchange rates. Foreign issuers of securities often engage in business practices different from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers. In addition, foreign issuers
are, generally speaking, subject to less government supervision and regulation and different accounting treatment than are those in the United States. Please see the section titled “Foreign Securities” for more detail.
Although the two types of depositary receipt
facilities (unsponsored or sponsored) are similar, there are differences regarding a holder’s rights and obligations and the practices of market participants. A depository may establish an unsponsored facility without participation by (or
acquiescence of) the underlying issuer; typically, however, the depository requests a letter of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of
the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions, and the performance of other
services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the
underlying securities.
Sponsored depositary
receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement
sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend
payment fees of the depository), although most sponsored depositary receipts holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting
instructions, and other shareholder communications and information to the depositary receipt holders at the underlying issuer’s request.
Derivative Instruments
are commonly defined to include securities or contracts whose values depend on (or “derive” from) the value of one or more other assets such as securities, currencies, or commodities. These “other
assets” are commonly referred to as “underlying assets.” The funds may use derivatives, principally futures contracts, primarily to seek returns on a fund’s otherwise uninvested cash assets.
A derivative instrument generally consists of, is
based upon, or exhibits characteristics similar to options or forward contracts. Options and forward contracts are considered to be the basic “building blocks” of derivatives. For example, forward-based derivatives include forward
contracts, as well as exchange-traded futures. Option-based derivatives include privately negotiated, over-the-counter (OTC) options (including caps, floors, collars, and options on forward and swap contracts) and exchange-traded options on futures.
Diverse types of derivatives may be created by combining options or forward contracts in different ways, and applying these structures to a wide range of underlying assets.
Risk management strategies include investment
techniques designed to facilitate the sale of portfolio securities, manage the average duration of the portfolio or create or alter exposure to certain asset classes, such as equity, other debt or foreign securities.
In addition to the derivative instruments and
strategies described in this SAI, the investment adviser expects to discover additional derivative instruments and other investment, hedging or risk management techniques. The investment adviser may utilize these new derivative instruments and
techniques to the extent that they are consistent with a fund’s investment objective and permitted by a fund’s investment limitations, operating policies, and applicable regulatory authorities.
The Commodity Futures
Trading Commission (CFTC) regulates the trading of commodity interests, including certain futures contracts, options, and swaps in which a fund may invest. A fund that invests in commodity interests is subject to certain CFTC regulatory
requirements, including certain limits on its trades in futures contracts, options and swaps to qualify for certain exclusions or exemptions from registration requirements. The trusts, on behalf of each fund, have filed a notice of eligibility for
exclusion from the definition of the term “commodity pool operator” (CPO) under the Commodity Exchange Act, as amended (CEA), with respect to each fund’s operation. Therefore, each fund and its investment adviser are not subject to
regulation as a commodity pool or CPO under the CEA and the investment adviser is not subject to registration as a CPO. If a fund were no longer able to claim the exclusion, the fund’s investment adviser may be required to register as a CPO
and the fund and its investment adviser would be subject to regulation as a commodity pool or CPO under the CEA. If a fund or its investment adviser is subject to CFTC regulation, it may incur additional expenses.
Futures Contracts
are instruments that represent an agreement between two parties that obligates one party to buy, and the other party to sell, specific instruments at an agreed-upon price on a stipulated future date. In the case of futures
contracts relating to an index or otherwise not calling for
physical delivery at the close of the transaction, the parties usually agree to deliver the final cash settlement price of the contract. A fund may purchase and sell futures contracts based on securities, securities indices and foreign currencies,
interest rates, or any other futures contracts traded on U.S. exchanges or boards of trade that the CFTC licenses and regulates on foreign exchanges. Although positions are usually marked to market on a daily basis with an intermediary (executing
broker), there remains a credit risk with the futures exchange.
A fund must maintain a small portion of its assets
in cash to process shareholder transactions and to pay its expenses. To reduce the effect this otherwise uninvested cash would have on its performance, a fund may purchase futures contracts. Such transactions allow a fund’s cash balance to
produce a return similar to that of the underlying security or index on which the futures contract is based. Also, a fund may purchase or sell futures contracts on a specified foreign currency to “fix” the price in U.S. dollars of the
foreign security it has acquired or sold or expects to acquire or sell. A fund may enter into futures contracts for other reasons as well.
When buying or selling futures contracts, a fund
must place a deposit with its broker equal to a fraction of the contract amount. This amount is known as “initial margin” and must be in the form of liquid debt instruments, including cash, cash-equivalents and U.S. government
securities. Subsequent payments to and from the broker, known as “variation margin” may be made daily, if necessary, as the value of the futures contracts fluctuate. This process is known as “marking-to-market.” The margin
amount will be returned to a fund upon termination of the futures contracts assuming all contractual obligations are satisfied. Because margin requirements are normally only a fraction of the amount of the futures contracts in a given transaction,
futures trading can involve a great deal of leverage. In order to avoid this, a fund will earmark or segregate assets for any outstanding futures contracts as may be required under the federal securities laws.
While a fund may purchase and sell futures
contracts in order to simulate full investment, there are risks associated with these transactions. Adverse market movements could cause a fund to experience substantial losses when buying and selling futures contracts. Of course, barring
significant market distortions, similar results would have been expected if a fund had instead transacted in the underlying securities directly. There also is the risk of losing any margin payments held by a broker in the event of its bankruptcy.
Additionally, a fund incurs transaction costs (e.g., brokerage fees) when engaging in futures trading. To the extent a fund also invests in futures in order to simulate full investment, these same risks apply.
When interest rates are rising or securities prices
are falling, a fund may seek, through the sale of futures contracts, to offset a decline in the value of its current portfolio securities. When rates are falling or prices are rising, a fund, through the purchase of futures contracts, may attempt to
secure better rates or prices than might later be available in the market when they effect anticipated purchases. Similarly, a fund may sell futures contracts on a specified currency to protect against a decline in the value of that currency and its
portfolio securities that are denominated in that currency. A fund may purchase futures contracts on a foreign currency to fix the price in U.S. dollars of a security denominated in that currency that a fund has acquired or expects to acquire.
Futures contracts normally require actual delivery
or acquisition of an underlying security or cash value of an index on the expiration date of the contract. In most cases, however, the contractual obligation is fulfilled before the date of the contract by buying or selling, as the case may be,
identical futures contracts. Such offsetting transactions terminate the original contracts and cancel the obligation to take or make delivery of the underlying securities or cash. There may not always be a liquid secondary market at the time a fund
seeks to close out a futures position. If a fund is unable to close out its position and prices move adversely, a fund would have to continue to make daily cash payments to maintain its margin requirements. If a fund had insufficient cash to meet
these requirements it may have to sell portfolio securities at a disadvantageous time or incur extra costs by borrowing the cash. Also, a fund may be required to make or take delivery and incur extra transaction costs buying or selling the
underlying securities. A fund seeks to reduce the risks associated with futures transactions by buying and selling futures contracts that are traded on national exchanges or for which there appears to be a liquid secondary market.
With respect to futures contracts that are not
legally required to “cash settle,” a fund may cover the open position by setting aside or earmarking liquid assets in an amount equal to the market value of the futures contracts. With respect
to futures contracts that are required to “cash
settle,” however, a fund is permitted to set aside or earmark liquid assets in an amount equal to the fund’s daily marked to market (net) obligation, if any, (in other words, the fund’s daily net liability, if any) rather than the
market value of the futures contracts. By setting aside assets or earmarking equal to only its net obligation under cash-settled futures, a fund will have the ability to employ leverage to a greater extent than if the fund were required to set aside
or earmark assets equal to the full market value of the futures contract.
Diversification
involves investing in a wide range of securities and thereby spreading and reducing the risks of investment. Each fund is a series of an open-end investment management company. Each fund is a diversified mutual fund.
Emerging or Developing Markets
exist in countries that are considered to be in the initial stages of industrialization. The risks of investing in these markets are similar to the risks of international investing in general, although the risks are
greater in emerging and developing markets. Countries with emerging or developing securities markets tend to have economic structures that are less stable than countries with developed securities markets. This is because their economies may be based
on only a few industries and their securities markets may trade a small number of securities. Prices on these exchanges tend to be volatile, and securities in these countries historically have offered greater potential for gain (as well as loss)
than securities of companies located in developed countries.
A fund’s investments in emerging markets can
be considered speculative, and therefore may offer higher potential for gains and losses than investments in developed markets of the world. With respect to an emerging country, there may be a greater potential for nationalization, expropriation or
confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or investments in such countries. The economies of developing
countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange or currency controls, managed adjustments in relative currency values and other
protectionist measures imposed or negotiated by the countries with which they trade.
In addition to the risks of investing in emerging
market country debt securities, a fund’s investment in government or government-related securities of emerging market countries and restructured debt instruments in emerging markets are subject to special risks, including the inability or
unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt, and requests to extend additional loan amounts. A fund may have limited recourse in the event of default on such debt instruments.
Equity Securities
represent ownership interests in a company, and are commonly called “stocks.” Equity securities historically have outperformed most other securities, although their prices can fluctuate based on changes
in a company’s financial condition, market conditions and political, economic or even company-specific news. When a stock’s price declines, its market value is lowered even though the intrinsic value of the company may not have changed.
Sometimes factors, such as economic conditions or political events, affect the value of stocks of companies of the same or similar industry or group of industries, and may affect the entire stock market.
Types of equity securities include common stocks,
preferred stocks, convertible securities, rights and warrants, depositary receipts, and interests in real estate investment trusts and business development companies. (For more information on depositary receipts, see the section entitled
“Depositary Receipts”).
Common
stocks
, which are probably the most recognized type of equity security, represent an equity or ownership interest in an issuer and usually entitle the owner to voting rights in the election of the corporation’s
directors and any other matters submitted to the corporation’s shareholders for voting, as well as to receive dividends on such stock. The market value of common stock can fluctuate widely, as it reflects increases and decreases in an
issuer’s earnings. In the event an issuer is liquidated or declares bankruptcy, the claims of bond owners, other debt holders and owners of preferred stock take precedence over the claims of common stock owners. Common stocks are typically
categorized by their market capitalization as large-, mid- or small-cap.
Small-cap stocks
include common stocks issued by operating companies with market capitalizations that place them at the lower end of the stock market, as well as the stocks of companies that are determined to be small based on several factors, including the
capitalization of the company and the amount of revenues. Historically, small-cap company
stocks have been riskier than stocks issued by large- or mid-cap
companies for a variety of reasons. Small-cap companies may have less certain growth prospects and are typically less diversified and less able to withstand changing economic conditions than larger capitalized companies. Small-cap companies also may
have more limited product lines, markets or financial resources than companies with larger capitalizations, and may be more dependent on a relatively small management group. In addition, small-cap companies may not be well known to the investing
public, may not have institutional ownership and may have only cyclical, static or moderate growth prospects. Most small-cap company stocks pay low or no dividends.
These factors and others may cause sharp changes in
the value of a small-cap company’s stock, and even cause some small-cap companies to fail. Additionally, small-cap stocks may not be as broadly traded as large- or mid-cap stocks, and a fund’s positions in securities of such companies
may be substantial in relation to the market for such securities. Accordingly, it may be difficult for a fund to dispose of securities of these small-cap companies at prevailing market prices in order to meet redemptions. This lower degree of
liquidity can adversely affect the value of these securities. For these reasons and others, the value of a fund’s investments in small-cap stocks is expected to be more volatile than other types of investments, including other types of stock
investments. While small-cap stocks are generally considered to offer greater growth opportunities for investors, they involve greater risks and the share price of a fund that invests in small-cap stocks may change sharply during the short term and
long term.
Convertible securities
are typically preferred stocks or bonds that are exchangeable for a specific number of another form of security (usually the issuer’s common stock) at a specified price or ratio. A convertible security generally
entitles the holder to receive interest paid or accrued on bonds or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. A corporation may issue a convertible security that is subject to
redemption after a specified date, and usually under certain circumstances. A holder of a convertible security that is called for redemption would be required to tender it for redemption to the issuer, convert it to the underlying common stock or
sell it to a third party. The convertible structure allows the holder of the convertible bond to participate in share price movements in the company’s common stock. The actual return on a convertible bond may exceed its stated yield if the
company’s common stock appreciates in value and the option to convert to common stocks becomes more valuable.
Convertible securities typically pay a lower
interest rate than nonconvertible bonds of the same quality and maturity because of the conversion feature. Convertible securities are also rated below investment grade (high yield) or are not rated, and are subject to credit risk.
Prior to conversion, convertible securities have
characteristics and risks similar to nonconvertible debt and equity securities. In addition, convertible securities are often concentrated in economic sectors, which, like the stock market in general, may experience unpredictable declines in value,
as well as periods of poor performance, which may last for several years. There may be a small trading market for a particular convertible security at any given time, which may adversely impact market price and a fund’s ability to liquidate a
particular security or respond to an economic event, including deterioration of an issuer’s creditworthiness.
Convertible preferred stocks are nonvoting equity
securities that pay a fixed dividend. These securities have a conversion feature similar to convertible bonds, but do not have a maturity date. Due to their fixed income features, convertible securities provide higher income potential than the
issuer’s common stock, but typically are more sensitive to interest rate changes than the underlying common stock. In the event of a company’s liquidation, bondholders have claims on company assets senior to those of shareholders;
preferred shareholders have claims senior to those of common shareholders.
Convertible securities typically trade at prices
above their conversion value, which is the current market value of the common stock received upon conversion, because of their higher yield potential than the underlying common stock. The difference between the conversion value and the price of a
convertible security will vary depending on the value of the underlying common stock and interest rates. When the underlying value of the common stocks declines, the price of the issuer’s convertible securities will tend not to fall as much
because the convertible security’s income potential will act as a price support. While the value of a convertible security also tends to rise when the underlying common stock value rises, it will not rise as much because its conversion value
is more narrow. The value of
convertible securities also is affected by changes in interest
rates. For example, when interest rates fall, the value of convertible securities may rise because of their fixed income component.
Preferred stocks
represent an equity or ownership interest in an issuer but do not ordinarily carry voting rights, though they may carry limited voting rights. Preferred stocks normally have preference over the corporation’s
assets and earnings, however. For example, preferred stocks have preference over common stock in the payment of dividends. Preferred stocks normally pay dividends at a specified rate. However, preferred stock may be purchased where the issuer has
omitted, or is in danger of omitting, payment of its dividend. Such investments would be made primarily for their capital appreciation potential. In the event an issuer is liquidated or declares bankruptcy, the claims of bond owners take precedence
over the claims of preferred and common stock owners. Certain classes of preferred stock are convertible into shares of common stock of the issuer. By holding convertible preferred stock, a fund can receive a steady stream of dividends and still
have the option to convert the preferred stock to common stock. Preferred stock is subject to many of the same risks as common stock and debt securities.
Real Estate Investment Trusts
(REITs)
are pooled investment vehicles, which invest primarily in income producing real estate or real estate related loans or interests and, in some cases, manage real estate. REITs are sometimes referred to as
equity REITs, mortgage REITs or hybrid REITs. An equity REIT invests primarily in properties and generates income from rental and lease properties and, in some cases, from the management of real estate. Equity REITs also offer the potential for
growth as a result of property appreciation and from the sale of appreciated property. Mortgage REITs invest primarily in real estate mortgages, which may secure construction, development or long-term loans, and derive income for the collection of
interest payments. Hybrid REITs may combine the features of equity REITs and mortgage REITs. REITs are generally organized as corporations or business trusts, but are not taxed as a corporation if they meet certain requirements of Subchapter M of
the Internal Revenue Code of 1986, as amended (Internal Revenue Code). To qualify, a REIT must, among other things, invest substantially all of its assets in interests in real estate (including other REITs), cash and government securities,
distribute at least 90% of its taxable income to its shareholders and receive at least 75% of that income from rents, mortgages and sales of property.
Like any investment in real estate, a REIT’s
performance depends on many factors, such as its ability to find tenants for its properties, to renew leases, and to finance property purchases and renovations. In general, REITs may be affected by changes in underlying real estate values, which may
have an exaggerated effect to the extent a REIT concentrates its investment in certain regions or property types. For example, rental income could decline because of extended vacancies, increased competition from nearby properties, tenants’
failure to pay rent, or incompetent management. Property values could decrease because of overbuilding, environmental liabilities, uninsured damages caused by natural disasters, a general decline in the neighborhood, losses due to casualty or
condemnation, increases in property taxes, or changes in zoning laws. Ultimately, a REIT’s performance depends on the types of properties it owns and how well the REIT manages its properties. Additionally, declines in the market value of a
REIT may reflect not only depressed real estate prices, but may also reflect the degree of leverage utilized by the REIT.
In general, during periods of rising interest
rates, REITs may lose some of their appeal for investors who may be able to obtain higher yields from other income-producing investments, such as long-term bonds. Higher interest rates also mean that financing for property purchases and improvements
is more costly and difficult to obtain. During periods of declining interest rates, certain mortgage REITs may hold mortgages that mortgagors elect to prepay, which can reduce the yield on securities issued by mortgage REITs. Mortgage REITs may be
affected by the ability of borrowers to repay debts to the REIT when due and equity REITs may be affected by the ability of tenants to pay rent.
Like small-cap stocks in general,
certain REITs have relatively small market capitalizations and their securities can be more volatile than
–
and at times will perform differently from
–
large-cap stocks. In addition, because small-cap stocks are typically less liquid than large-cap stocks, REIT stocks may sometimes experience greater share-price
fluctuations than the stocks of larger companies. Further, REITs are dependent upon specialized management skills, have limited diversification, and are therefore subject to risks inherent in operating and financing a limited number of projects. By
investing in REITs indirectly through a fund, a shareholder will bear indirectly a proportionate share of the REIT’s expenses in addition to their proportionate share of a fund’s expenses. Finally, REITs could possibly fail to qualify
for tax-free pass-through of income under the Internal Revenue Code or to maintain their exemptions from registration under the Investment Company Act of 1940, as amended (1940 Act) and CFTC regulations.
Rights and Warrants.
Rights and warrants are types of securities that entitle the holder to purchase a proportionate amount of common stock at a specified price for a specific period of time. Rights allow a shareholder to buy more shares
directly from the company, usually at a price somewhat lower than the current market price of the outstanding shares. Warrants are usually issued with bonds and preferred stock. Rights and warrants can trade on the market separately from the
company’s stock. The prices of rights and warrants do not necessarily move parallel to the prices of the underlying common stock. Rights usually expire within a few weeks of issuance, while warrants may not expire for several years. If a right
or warrant is not exercised within the specified time period, it will become worthless and a fund will lose the purchase price it paid for the right or warrant and the right to purchase the underlying security.
Initial Public Offering.
A fund may purchase shares issued as part of, or a short period after, a company's initial public offering (IPO), and may at times dispose of those shares shortly after their acquisition. A fund’s purchase of shares
issued in IPOs exposes it to the risks associated with companies that have little operating history as public companies, as well as to the risks inherent in those sectors of the market where these new issuers operate. The market for IPO issuers has
been volatile, and share prices of newly-public companies have fluctuated significantly over short periods of time.
Master Limited Partnerships
(MLPs). MLPs are limited partnerships in which the common units are publicly traded. MLP common units are freely traded on a securities exchange or in the over-the-counter market and are generally registered with the SEC.
MLPs often own several properties or businesses (or own interests) that are related to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects. MLPs generally have
two classes of owners, the general partner and limited partners. The general partner is typically owned by a major energy company, an investment fund, the direct management of the MLP or is an entity owned by one or more of such parties. The general
partner may be structured as a private or publicly traded corporation or other entity. The general partner typically controls the operations and management of the MLP through an up to 2% equity interest in the MLP plus, in many cases, ownership of
common units and subordinated units. Limited partners own the remainder of the partnership, through ownership of common units, and have a limited role, if any, in the partnership’s operations and management.
MLPs are typically structured such that common
units and general partner interests have first priority to receive quarterly cash distributions up to an established minimum amount (minimum quarterly distributions). Common and general partner interests also accrue arrearages in distributions to
the extent the minimum quarterly distribution is not paid. Once common and general partner interests have been paid, subordinated units receive distributions of up to the minimum quarterly distribution; however, subordinated units do not accrue
arrearages. Distributable cash in excess of the minimum quarterly distribution paid to both common and subordinated units is distributed to both common and subordinated units generally on a pro rata basis. The general partner is also eligible to
receive incentive distributions if the general partner operates the business in a manner which results in distributions paid per common unit surpassing specified target levels. As the general partner increases cash distributions to the limited
partners, the general partner receives an increasingly higher percentage of the incremental cash distributions. A common arrangement provides that the general partner can reach a tier where it receives 50% of every incremental dollar paid to common
and subordinated unit holders. These incentive distributions are intended to encourage the general partner to streamline costs, increase capital expenditures and acquire assets in order to increase the partnership’s cash flow and raise the
quarterly cash distribution in order to reach higher tiers. Such results are intended to benefit all security holders of the MLP, however, such incentive distribution payments give rise to potential conflicts of interest between the common unit
holders and the general partner.
MLP
common units represent a limited partnership interest in the MLP. Common units are listed and traded on U.S. securities exchanges or over-the-counter, with their value fluctuating predominantly based on prevailing market conditions and the success
of the MLP. The funds may purchase common units in market transactions as well as directly from the MLP or other parties in private placements. Unlike owners of common stock of a corporation, owners of common units have limited voting rights and
have no ability to annually elect directors. MLPs generally distribute all available cash flow (cash flow from operations less maintenance capital expenditures) in the form of quarterly distributions. Common units along with general partner units,
have first priority to receive quarterly cash distributions up to the minimum quarterly distribution and have arrearage rights. In the event of liquidation, common units have preference over subordinated units, but not debt or preferred units, to
the remaining assets of the MLP.
MLP subordinated units are typically issued by MLPs
to their original sponsors, such as their founders, corporate general partners of MLPs, entities that sell assets to the MLP, and investors. Subordinated units may be purchased directly from these persons as well as newly-issued subordinated units
from MLPs themselves. Subordinated units have similar voting rights as common units and are generally not publicly traded. Once the minimum quarterly distribution on the common units, including any arrearages, has been paid, subordinated units
receive cash distributions up to the minimum quarterly distribution prior to any incentive payments to the MLP’s general partner. Unlike common units, subordinated units do not have arrearage rights. In the event of liquidation, common units
and general partner interests have priority over subordinated units. Subordinated units are typically converted into common units on a one-to-one basis after certain time periods and/or performance targets have been satisfied. The purchase or sale
price of subordinated units is generally tied to the common unit price less a discount. The size of the discount varies depending on the likelihood of conversion, the length of time remaining to conversion, the size of the block purchased relative
to trading volumes, and other factors, including smaller capitalization partnerships or companies potentially having limited product lines, markets or financial resources, lacking management depth or experience, and being more vulnerable to adverse
general market or economic development than larger more established companies.
General partner interests of MLPs are typically
retained by an MLP’s original sponsors, such as its founders, corporate partners, entities that sell assets to the MLP and investors. A holder of general partner interests can be liable under certain circumstances for amounts greater than the
amount of the holder’s investment in the general partner interest. General partner interests often confer direct board participation rights and in many cases, operating control, over the MLP. These interests themselves are not publicly traded,
although they may be owned by publicly traded entities. General partner interests receive cash distributions, typically 2% of the MLP’s aggregate cash distributions, which are contractually defined in the partnership agreement. In addition,
holders of general partner interests typically hold incentive distribution rights, which provide them with a larger share of the aggregate MLP cash distributions as the distributions to limited partner unit holders are increased to prescribed
levels. General partner interests generally cannot be converted into common units. The general partner interest can be redeemed by the MLP if the MLP unitholders choose to remove the general partner, typically with a supermajority vote by limited
partner unitholders.
Additional risks
involved with investing in an MLP are risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries.
Certain MLPs are dependent on their parent
companies or sponsors for a majority of their revenues. Any failure by an MLP’s parents or sponsors to satisfy their payments or obligations would impact the MLP’s revenues and cash flows and ability to make distributions.
Exchange-Traded Funds
(ETFs) such as Standard and Poor’s Depositary Receipts (SPDRs) Trust, are investment companies that typically are registered under the 1940 Act as open-end funds or unit investment trusts (UITs). ETFs are actively
traded on national securities exchanges and are generally based on specific domestic and foreign market indices. Shares of an ETF may be bought and sold throughout the day at market prices, which may be higher or lower than the shares’ net
asset value. An “index-based ETF” seeks to track the performance of an index holding in its portfolio either the contents of the index or a representative sample of the securities in the index. Because ETFs are based on an underlying
basket of stocks or an index, they are subject to the same market fluctuations as these types of securities in volatile market swings. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. When a fund
invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses. As with any exchange listed security, ETF shares purchased in the secondary market are
subject to customary brokerage charges.
Pursuant to an exemptive order issued by the SEC
to iShares and procedures approved by the funds’ Board, each fund may invest in iShares beyond the limits set forth in Section 12(d)(1)(A) of the 1940 Act but not to exceed 25% of the fund’s total assets, provided that the fund has
described ETF investments in its prospectus and otherwise complies with the conditions of the exemptive order and other applicable investment limitations. Neither the iShares
®
Funds nor their investment adviser make any representations regarding the advisability of investing in a fund.
Business Development Companies
(BDCs)
are closed-end investment companies that have elected to be BDCs under the 1940 Act and are taxed as regulated investment companies (RICs) under the Internal Revenue Code. BDCs operate as venture capital
companies and typically invest in, lend capital to, and provide significant managerial assistance to
developing private companies or
thinly-traded public companies. Under the 1940 Act, BDCs are required to invest at least 70% of their total assets primarily in securities of privately-held U.S. companies or thinly-traded U.S. public companies, cash, cash equivalents, U.S.
government securities and high-quality debt investments that mature in one year or less. In addition, a BDC may only incur indebtedness in amounts such that the BDC’s coverage ratio of total assets to total senior securities equals at least
200% after such incurrence.
BDCs generally
invest in debt securities that are not rated by a credit rating agency and are considered below investment grade quality (junk bonds). Little public information generally exists for the type of companies in which a BDC may invest and, therefore,
there is a risk that investors may not be able to make a fully informed evaluation of the BDC and its portfolio of investments. In addition, investments made by BDCs are typically illiquid and are difficult to value for purposes of determining a
BDC’s net asset value (for more information on BDCs, see the section titled “Securities of Other Investment Companies”).
Foreign Currency Transactions.
A fund may invest in foreign currency-denominated securities, may purchase and sell foreign currency options and foreign currency futures contracts and related options and may engage in foreign currency transactions
either on a spot (cash) basis at the rate prevailing in the currency exchange market at the time or through forward currency contracts (forwards) with terms generally of less than one year. A fund may engage in these transactions in order to protect
against uncertainty in the level of future foreign exchange rates in the purchase and sale of securities.
A fund may also use foreign currency options and
foreign currency forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. A fund will earmark or segregate assets for any open positions in forwards used for
non-hedging purposes and mark to market daily as may be required under the federal securities laws.
A forward involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts may be bought or sold to protect a fund against a
possible loss resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar or to increase exposure to a particular foreign currency. Many foreign securities markets do not settle trades within a time frame that
would be considered customary in the U.S. stock market. Therefore, a fund may engage in forward foreign currency exchange contracts in order to secure exchange rates for fund securities purchased or sold, but awaiting settlement. These transactions
do not seek to eliminate any fluctuations in the underlying prices of the securities involved. Instead, the transactions simply establish a rate of exchange that can be expected when a fund settles its securities transactions in the future. Forwards
involve certain risks. For example, if the counterparties to the contracts are unable to meet the terms of the contracts or if the value of the foreign currency changes unfavorably, a fund could sustain a loss.
A fund may engage in forward foreign currency
exchange contracts to protect the value of specific portfolio positions, which is called “position hedging.” When engaging in position hedging, a fund may enter into forward foreign currency exchange transactions to protect against a
decline in the values of the foreign currencies in which portfolio securities are denominated (or against an increase in the value of currency for securities that a fund expects to purchase).
Buying and selling foreign currency exchange
contracts involves costs and may result in losses. The ability of a fund to engage in these transactions may be limited by tax considerations. Although these techniques tend to minimize the risk of loss due to declines in the value of the hedged
currency, they tend to limit any potential gain that might result from an increase in the value of such currency. Transactions in these contracts involve certain other risks. Unanticipated fluctuations in currency prices may result in a poorer
overall performance for a fund than if it had not engaged in any such transactions. Moreover, there may be imperfect correlation between a fund’s holdings of securities denominated in a particular currency and forward contracts into which a
fund enters. Such imperfect correlation may cause a fund to sustain losses, which will prevent it from achieving a complete hedge or expose it to risk of foreign exchange loss.
Suitable hedging transactions may not be available
in all circumstances and there can be no assurance that a fund will engage in such transactions at any given time or from time to time. Also, such transactions may not be successful and
may eliminate any chance for a fund to benefit from favorable
fluctuations in relevant foreign currencies.
Forwards will be used primarily to adjust the
foreign exchange exposure of a fund with a view to protecting the outlook, and a fund might be expected to enter into such contracts under the following circumstances:
Lock In
. When the
investment adviser desires to lock in the U.S. dollar price on the purchase or sale of a security denominated in a foreign currency.
Cross Hedge
. If a
particular currency is expected to decrease against another currency, a fund may sell the currency expected to decrease and purchase a currency which is expected to increase against the currency sold in an amount approximately equal to some or all
of a fund’s portfolio holdings denominated in the currency sold.
Direct Hedge
. If
the investment adviser wants to eliminate substantially all of the risk of owning a particular currency, and/or if the investment adviser thinks that a fund can benefit from price appreciation in a given country’s bonds but does not want to
hold the currency, it may employ a direct hedge back into the U.S. dollar. In either case, a fund would enter into a forward contract to sell the currency in which a portfolio security is denominated and purchase U.S. dollars at an exchange rate
established at the time it initiated the contract. The cost of the direct hedge transaction may offset most, if not all, of the yield advantage offered by the foreign security, but a fund would benefit from an increase in value of the
bond.
Proxy Hedge
. The investment adviser might choose to use a proxy hedge, which may be less costly than a direct hedge. In this case, a fund, having purchased a security, will sell a currency whose value is believed to be closely
linked to the currency in which the security is denominated. Interest rates prevailing in the country whose currency was sold would be expected to be closer to those in the U.S. and lower than those of securities denominated in the currency of the
original holding. This type of hedging entails greater risk than a direct hedge because it is dependent on a stable relationship between the two currencies paired as proxies and the relationships can be very unstable at times.
Costs of Hedging
.
When a fund purchases a foreign bond with a higher interest rate than is available on U.S. bonds of a similar maturity, the additional yield on the foreign bond could be substantially reduced or lost if a fund were to enter into a direct hedge by
selling the foreign currency and purchasing the U.S. dollar. This is what is known as the “cost” of hedging. Proxy hedging attempts to reduce this cost through an indirect hedge back to the U.S. dollar. It is important to note that
hedging costs are treated as capital transactions and are not, therefore, deducted from a fund’s dividend distribution and are not reflected in its yield. Instead such costs will, over time, be reflected in a fund’s net asset value per
share.
Tax Consequences of Hedging
. Under applicable tax law, a fund may be required to limit its gains from hedging in foreign currency forwards, futures, and options. Although a fund is expected to comply with such limits, the extent to which these
limits apply is subject to tax regulations as yet unissued. Hedging may also result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. Those provisions could result in an increase (or decrease) in the
amount of taxable dividends paid by a fund and could affect whether dividends paid by a fund are classified as capital gains or ordinary income.
Foreign Securities.
Investments in foreign securities involve additional risks, including foreign currency exchange rate risks, because they are issued by foreign entities, including foreign governments, banks and corporations or because they are traded principally
overseas. Foreign securities in which a fund may invest include those issued by foreign entities that are not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to
U.S. corporations. In addition, there may be less publicly available information about foreign entities. Foreign economic, political and legal developments, as well as fluctuating foreign currency exchange rates and withholding taxes, could have
more dramatic effects on the value of foreign securities. For example, conditions within and around foreign countries, such as the possibility of expropriation or confiscatory taxation, political or social instability, diplomatic developments, the
imposition of trade sanctions, change of government or war could affect the value of foreign investments. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.
Foreign securities typically have less volume and
are generally less liquid and more volatile than securities of U.S. companies. Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on U.S. exchanges, although a fund will endeavor to achieve the most
favorable overall results on portfolio transactions. There is generally less government supervision and regulation of foreign securities exchanges, brokers, dealers and listed companies than in the United States, thus increasing the risk of delayed
settlements of portfolio transactions or loss of certificates for portfolio securities. There may be difficulties in obtaining or enforcing judgments against foreign issuers as well. Bankruptcy laws in some foreign countries are sometimes biased to
the borrowers and against the creditors. Bankruptcy laws in some foreign countries are sometimes biased to the borrowers and against the creditors. These factors and others may increase the risks with respect to the liquidity of a fund, and its
ability to meet a large number of shareholder redemption requests.
In addition, a fund’s investments in foreign
securities may be subject to economic sanctions or other government restrictions. These restrictions may negatively impact the value or liquidity of a fund’s investments, and could impair a fund’s ability to meet its investment objective
or invest in accordance with its investment strategy. For example, a fund may be prohibited from investing in securities issued by companies subject to such restrictionswhich could interfere with the fund’s ability to invest primarily in the
securities of its index. In addition, these restrictions may require a fund to freeze its existing investments in certain foreign securities, which would prohibit the fund from buying, selling, receiving or delivering those securities or other
financial instruments. As a result, such restrictions may limit a fund’s ability to meet a large number of shareholder redemption requests.
Foreign markets also have different clearance and
settlement procedures and, in certain markets, there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Such delays in settlement could result
in temporary periods when a portion of the assets of a fund is uninvested and no return is earned thereon. The inability to make intended security purchases due to settlement problems could cause a fund to miss attractive investment opportunities.
Losses to a fund arising out of the inability to fulfill a contract to sell such securities also could result in potential liability for a fund.
Investments in the securities of
foreign issuers may be made and held in foreign currencies. In addition, a fund may hold cash investments in foreign currencies. These investments may be affected favorably or unfavorably by changes in currency rates and in exchange control
regulations, and may cause a fund to incur costs in connection with conversions between various currencies. The rate of exchange between the U.S. dollar and other currencies is determined by the forces of supply and demand in the foreign exchange
market as well as by political and economic factors. Changes in the foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities, and net investment income and gains,
if any, to be distributed to shareholders by a fund.
During the recent global financial crisis,
financial markets in Europe experienced significant volatility due, in part, to concerns about rising levels of government debt and the prevalence of increased budget deficits. As a result, many economies in the region suffered through prolonged
economic downturns. Although some European economies have shown signs of recovery, any recovery may be slow as the region continues to face difficult challenges including high unemployment rates, significant levels of government debt, continuing
trade deficits, significant austerity measures and lack of access to capital. Furthermore, due to the economic integration of the region, another economic downturn in one European country may have a negative impact on the economies of other European
countries. As a fund may hold investments in issuers that are located in Europe or that depend on revenues generated from operations in Europe, any material negative developments in Europe could have a negative impact on the value and liquidity of
these investments, which could harm a fund’s performance.
Foreign
Institutions
involve additional risks. The funds may invest in U.S. dollar-denominated securities issued by foreign institutions or securities that are subject to credit or liquidity enhancements provided by foreign
institutions. Foreign institutions may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements that are comparable to those applicable to U.S. corporations. In addition, there may be less publicly
available information about foreign entities. Foreign economic, political and legal developments could have effects on the value of securities issued or supported by foreign institutions. For example, conditions within and around foreign countries,
such as the possibility of expropriation or confiscatory taxation, political or social instability, diplomatic
developments, change of government or war could affect the value of
these securities. In addition, there may be difficulties in obtaining or enforcing judgments against foreign institutions that issue or support securities in which a fund may invest. These factors and others may increase the risks with respect to
the liquidity of a fund, and its ability to meet a large number of shareholder redemption requests.
Illiquid Securities
generally are any securities that cannot be disposed of promptly and in the ordinary course of business within seven days approximately the amount at which a fund has valued the instruments. The liquidity of a
fund’s investments is monitored under the supervision and direction of the Board. Investments currently not considered liquid, among others, include repurchase agreements not maturing within seven days that are not subject to a demand feature
of seven days or less and certain restricted securities. Any security may become illiquid at times of market dislocation.
Indexing Strategies
involve tracking the securities represented in, and therefore the performance of, an index. Each fund normally will invest primarily in the securities of its index. Moreover, each fund invests so that its portfolio performs similarly to that of its
index. Each fund tries to generally match its holdings in a particular security to its weight in the index. Each fund will seek a correlation between its performance and that of its index of 0.90 or better, over time. A perfect correlation of 1.0 is
unlikely as the index funds incur operating and trading expenses unlike their indices. Each fund may rebalance its holdings in order to track its index more closely. In the event its intended correlation is not achieved, the Board will consider
alternative arrangements for each fund.
There can be no guarantee that the performance of a
fund will achieve a high degree of correlation with that of its index. A number of factors may affect a fund’s ability to achieve a high correlation with its index, including the degree to which a fund utilizes a sampling technique. The
correlation between the performance of a fund and its index may also diverge due to transaction costs, asset valuations, corporate actions (such as mergers and spinoffs), timing variances, and differences between a fund’s portfolio and the
index resulting from legal restrictions such as diversification requirements) that apply to a fund but not to the index.
Interfund Borrowing and Lending.
The SEC has granted an exemption to the funds that permits the funds to borrow money from and/or lend money to other funds in the Fund Complex as defined under “Management of the Funds.” All loans are for
temporary or emergency purposes and the interest rates to be charged will be the average of the overnight repurchase agreement rate and the short term bank loan rate. All loans are subject to numerous conditions designed to ensure fair and equitable
treatment of all participating funds/portfolios. The interfund lending facility is subject to the oversight and periodic review of the Boards of Trustees.
Money Market Securities
are high-quality, short term debt securities that may be issued by entities such as the U.S. government, corporations and financial institutions (like banks). Money market securities include commercial paper,
certificates of deposit, bankers’ acceptances, notes and time deposits. Certificates of deposit and time deposits are issued against funds deposited in a banking institution for a specified period of time at a specified interest rate.
Bankers’ acceptances are credit instruments evidencing a bank’s obligation to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay the full amount of the instrument
upon maturity. Commercial paper consists of short term, unsecured promissory notes issued to finance short term credit needs.
Money market securities pay fixed,
variable or floating rates of interest and are generally subject to credit and interest rate risks. The maturity date or price of and financial assets collateralizing a security may be structured in order to make it qualify as or act like a money
market security. These securities may be subject to greater credit and interest rate risks than other money market securities because of their structure. Money market securities may be issued with puts or sold separately; these puts, which are
sometimes called demand features or guarantees, which are agreements that allow the buyer to sell a security at a specified price and time to the seller or “put provider.” When a fund buys a put, losses could occur as a result of the
costs of the put or if it exercises its rights under the put and the put provider does not perform as agreed. Standby commitments are types of puts.
A fund may keep a portion of its assets in cash for
business operations. A fund may invest in money market securities to reduce the effect this otherwise uninvested cash would have on its performance. A fund may also invest in money market securities to the extent it is consistent with its investment
objective.
Bankers’ Acceptances or Notes
are credit instruments evidencing a bank’s obligation to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay the full amount of the instrument
upon maturity. A fund will invest only in bankers’ acceptances of banks that have capital, surplus and undivided profits in excess of $100 million.
Certificates of Deposit or Time Deposits
are issued against funds deposited in a banking institution for a specified period of time at a specified interest rate. A fund will invest only in certificates of deposit of banks that have capital, surplus and undivided
profits, in aggregate, in excess of $100 million.
Commercial Paper
consists of short-term, promissory notes issued by banks, corporations and other institutions to finance short-term credit needs. These securities generally are discounted but sometimes may be interest bearing. Commercial paper, which also may be
unsecured, is subject to credit risk.
Repurchase Agreements
are instruments under which a buyer acquires ownership of certain securities (usually U.S. government securities) from a seller who agrees to repurchase the securities at a mutually agreed-upon time and price, thereby
determining the yield during the buyer’s holding period. Any repurchase agreements a fund enters into will involve a fund as the buyer and banks or broker-dealers as sellers. The period of repurchase agreements is usually short - from
overnight to one week, although the securities collateralizing a repurchase agreement may have longer maturity dates. Default by the seller might cause a fund to experience a loss or delay in the liquidation of the collateral securing the repurchase
agreement. A fund also may incur disposition costs in liquidating the collateral. In the event of a bankruptcy or other default of a repurchase agreement’s seller, a fund might incur expenses in enforcing its rights, and could experience
losses, including a decline in the value of the underlying securities and loss of income. A fund will make payment under a repurchase agreement only upon physical delivery or evidence of book entry transfer of the collateral to the account of its
custodian bank.
Non-Publicly Traded
Securities and Private Placements.
A fund may invest in securities that are neither listed on a stock exchange nor traded over-the-counter, including privately placed securities. Such unlisted securities may involve
a higher degree of business and financial risk that can result in substantial losses. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. Although these securities may
be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by a fund or less than what may be considered the fair value of such securities. Furthermore, companies whose securities
are not publicly traded may not be subject to the disclosure and other investor protection requirements which might be applicable if their securities were publicly traded. If such securities are required to be registered under the securities laws of
one or more jurisdictions before being sold, a fund may be required to bear the expenses of registration.
Restricted Securities
are securities that are subject to legal restrictions on their sale. Difficulty in selling restricted securities may result in a loss or be costly to a fund. Restricted securities generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration under the Securities Act of 1933, as amended (1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to
pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security. Certain restricted securities, such as Section 4(a)(2) commercial paper and Rule
144A securities under the 1933 Act, may be considered to be liquid if they meet the criteria for liquidity established by the Board. To the extent a fund invests in restricted securities that are deemed liquid, the general level of illiquidity in
the fund’s portfolio may be increased if such securities become illiquid.
Securities Lending
of portfolio securities is a common practice in the securities industry. A fund may engage in security lending arrangements. For example, a fund may receive cash collateral and may invest it in short-term, interest-bearing obligations, but will do
so only to the extent that it will not lose the tax treatment available to regulated investment companies. Lending portfolio securities involves risks that the borrower may fail to return the securities or provide additional collateral. Also, voting
rights with respect to the loaned securities may pass with the lending of the securities and efforts to call such securities promptly may be unsuccessful, especially for foreign
securities. Securities lending involves the risk of loss of rights
in the collateral, or delay in recovery of the collateral, if the borrower fails to return the security loaned or becomes insolvent. A fund will also bear the risk of any decline in value of securities acquired with cash collateral.
A fund may loan portfolio securities to qualified
broker-dealers or other institutional investors provided: (1) the loan is secured continuously by collateral consisting of U.S. government securities, letters of credit, cash or cash equivalents or other appropriate instruments maintained on a daily
marked-to-market basis in an amount at least equal to the current market value of the securities loaned; (2) a fund may at any time call the loan and obtain the return of the securities loaned; (3) a fund will receive any interest or dividends paid
on the loaned securities; and (4) the aggregate market value of securities loaned will not at any time exceed one-third of the total assets of a fund, including collateral received from the loan (at market value computed at the time of the
loan).
Although voting rights with
respect to loaned securities pass to the borrower, the lender retains the right to recall a security (or terminate a loan) for the purpose of exercising the security’s voting rights. Efforts to recall such securities promptly may be
unsuccessful, especially for foreign securities or thinly traded securities such as small-cap stocks. In addition, because recalling a security may involve expenses to a fund, it is expected that a fund will do so only where the items being voted
upon are, in the judgment of the investment adviser, either are material to the economic value of the security or threaten to materially impact the issuer’s corporate governance policies or structure.
To the extent a fund participates in securities
lending under the current securities lending agreements with the unaffiliated lending agents, costs and expenses, including agent fees, associated with securities lending activities under the securities lending program paid to the lending agent are
approximately 10% of the gross lending revenues (with the ability to reach further breakpoints). All remaining revenue is retained by the fund, as applicable. No portion of the lending revenue is paid to or retained by the investment adviser or its
affiliates.
Securities of Other Investment
Companies.
Investment companies generally offer investors the advantages of diversification and professional investment management, by combining shareholders’ money and investing it in securities such as
stocks, bonds and money market instruments. Investment companies include: (1) open-end funds (commonly called mutual funds) that issue and redeem their shares on a continuous basis; (2) business development companies that generally invest in, and
provide services to, privately-held companies or thinly-traded public companies (see the sub-section titled “Business Development Companies” under “Equity Securities” for more information); (3) closed-end funds that offer a
fixed number of shares, and are usually listed on an exchange; and (4) unit investment trusts that generally offer a fixed number of redeemable shares. Certain open-end funds, closed-end funds and unit investment trusts are traded on exchanges (see
the sub-section entitled “Exchange-Traded Funds” under “Equity Securities” for more information).
To the extent a fund invests, or has invested, in
shares of other investment companies, including BDCs, during its prior fiscal year, the fund, pursuant to SEC rules, must disclose any material fees and expenses indirectly incurred by the fund as a result of such investments. These indirect fees
and expenses, to the extent incurred, will appear in the fee table of the fund’s prospectus as a separate line item captioned “Acquired fund fees and expenses.” Unlike securities of other investment companies, BDCs may be included
in various indices by index providers. As a result, particularly to the extent a fund seeks to track the total return of its index by replicating the index (rather than employing statistical sampling techniques), a fund may hold securities of BDCs
and may be required to disclose acquired fund fees and expenses.
Investment companies may make investments and use
techniques designed to enhance their performance. These may include delayed-delivery and when-issued securities transactions; swap agreements; buying and selling futures contracts, illiquid, and/or restricted securities and repurchase agreements;
and borrowing or lending money and/or portfolio securities. The risks of investing in a particular investment company will generally reflect the risks of the securities in which it invests and the investment techniques it employs. Also, investment
companies charge fees and incur expenses.
The
funds may buy securities of other investment companies, including those of foreign issuers, in compliance with the requirements of federal law or any SEC exemptive order. A fund may invest in investment companies that are not registered with the SEC
or in privately placed securities of investment companies (which may or may not be
registered), such as hedge funds and offshore funds. Unregistered
funds are largely exempt from the regulatory requirements that apply to registered investment companies. As a result, unregistered funds may have a greater ability to make investments, or use investment techniques, that offer a higher potential
investment return (for example, leveraging), but which may carry high risk. Unregistered funds, while not regulated by the SEC like registered funds, may be indirectly supervised by the financial institutions (e.g., commercial and investment banks)
that may provide them with loans or other sources of capital. Investments in unregistered funds may be difficult to sell, which could cause a fund selling an interest in an unregistered fund to lose money. For example, many hedge funds require their
investors to hold their investments for at least one year.
Federal law restricts the ability of one registered
investment company to invest in another. As a result, the extent to which a fund may invest in another investment company may be limited. With respect to investments in other mutual funds, the SEC has granted the funds an exemption from the
limitations of the 1940 Act that restrict the amount of securities of underlying mutual funds a fund may hold, provided that certain conditions are met. The conditions requested by the SEC were designed to address certain abuses perceived to be
associated with funds of funds, including unnecessary costs (such as sales loads, advisory fees and administrative costs), and undue influence by a fund of funds over the underlying fund. The conditions apply only when a fund and its affiliates in
the aggregate own more than 3% of the outstanding shares of any one underlying fund.
Under the terms of the exemptive order, each fund
and its affiliates may not control a non-affiliated underlying fund. Under the 1940 Act, any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company is assumed to
control that company. This limitation is measured at the time the investment is made. The funds do not currently intend to take advantage of this exemptive order because the funds are not “funds of funds.”
Short Sales
may be
used by a fund as part of its overall portfolio management strategies or to offset (hedge) a potential decline in the value of a security. A fund may engage in short sales that are either “against the box” or “uncovered.” A
short sale is “against the box” if at all times during which the short position is open, a fund owns at least an equal amount of the securities or securities convertible into, or has the right to acquire, at no added cost, the securities
of the same issue as the securities that are sold short. A short sale against the box is a taxable transaction to a fund with respect to the securities that are sold short. “Uncovered” short sales are transactions under which a fund
sells a security it does not own. To complete such transaction, a fund may borrow the security through a broker to make delivery to the buyer and, in doing so, a fund becomes obligated to replace the security borrowed by purchasing the security at
the market price at the time of the replacement. A fund also may have to pay a fee to borrow particular securities, which would increase the cost of the security. In addition, a fund is often obligated to pay any accrued interest and dividends on
the securities until they are replaced. The proceeds of the short sale position will be retained by the broker until a fund replaces the borrowed securities.
A fund will incur a loss if the price of the
security sold short increases between the time of the short sale and the time the fund replaces the borrowed security and, conversely, the fund will realize a gain if the price declines. Any gain will be decreased, and any loss increased, by the
transaction costs described above. A short sale creates the risk of an unlimited loss, as the price of the underlying securities could theoretically increase without limit, thus increasing the cost of buying those securities to cover the short
position. If a fund sells securities short “against the box,” it may protect unrealized gains, but will lose the opportunity to profit on such securities if the price rises. The successful use of short selling as a hedging strategy may
be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.
A fund’s obligation to replace the securities
borrowed in connection with a short sale will be secured by collateral deposited with the broker that consists of cash or other liquid securities. In addition, a fund will earmark cash or liquid assets or place in a segregated account an amount of
cash or other liquid assets equal to the difference, if any, between (1) the market value of the securities sold short, marked-to-market daily, and (2) any cash or other liquid securities deposited as collateral with the broker in connection with
the short sale.
Stock Substitution Strategy
is a strategy, whereby each fund may, in certain circumstances, substitute a similar stock for a security in its index.
U.S. Government Securities
are issued by the U.S. Treasury or issued or guaranteed by the U.S. government or any of its agencies or instrumentalities. Not all U.S. government securities are backed by the full faith and credit of the U.S.
government. Some U.S. government securities, such as those issued by the Federal National Mortgage Association (Fannie Mae),
the Federal Home Loan Mortgage Corporation (Freddie Mac), the Student Loan
Marketing Association (Sallie Mae), and the Federal Home Loan Banks, are supported by a line of credit the issuing entity has with the U.S. Treasury. Securities issued by other issuers are supported solely by the credit of the issuing agency or
instrumentality such as obligations issued by the Federal Farm Credit Banks Funding Corporation. There can be no assurance that the U.S. government will provide financial support to U.S. government securities of its agencies and instrumentalities if
it is not obligated to do so under law. U.S. government securities, including U.S. Treasury securities, are among the safest securities, however, not unlike other debt securities, they are still sensitive to interest rate changes, which will cause
their yields and prices to fluctuate.
On September 7, 2008, the U.S. Treasury announced a
federal takeover of Fannie Mae and Freddie Mac, placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1 billion of senior preferred stock of each instrumentality and obtained warrants
for the purchase of common stock of each instrumentality. Under these Senior Preferred Stock Purchase Agreements (SPAs), the U.S. Treasury has pledged to provide up to $100 billion per instrumentality as needed, including the contribution of cash
capital to the instrumentalities in the event their liabilities exceed their assets. On May 6, 2009, the U.S. Treasury increased its maximum commitment to each instrumentality under the SPAs to $200 billion per instrumentality. On December 24, 2009,
the U.S. Treasury further amended the SPAs to allow the cap on the U.S. Treasury’s funding commitment to increase as necessary to accommodate any cumulative reduction in Fannie Mae’s and Freddie Mac’s net worth through the end of
2012. On August 17, 2012, the U.S. Treasury announced that it was again amending the SPAs to terminate the requirement that Fannie Mae and Freddie Mac each pay a 10% dividend annually on all amounts received under the funding commitment. Instead,
they will transfer to the U.S. Treasury on a quarterly basis all profits earned during a quarter that exceed a capital reserve amount of $3 billion. It is anticipated that the new amendment would put Fannie Mae and Freddie Mac in a better position
to service their debt. At the start of 2013, the unlimited support the U.S. Treasury extended to the two companies expired
–
Fannie Mae’s bailout is capped at
$125 billion and Freddie Mac has a limit of $149 billion.
The actions of the U.S. Treasury are intended to
ensure that Fannie Mae and Freddie Mac maintain a positive net worth and meet their financial obligations preventing mandatory triggering of receivership. No assurance can be given that the U.S. Treasury initiatives will be successful. In addition,
the future for Fannie Mae and Freddie Mac remains uncertain. The U.S. Congress has recently considered proposals to reduce the U.S. government’s role in the mortgage market and to wind down or restructure the operations of both Fannie Mae and
Freddie Mac. Should the federal government adopt any such proposal, the value of a fund’s investments in securities issued by Fannie Mae or Freddie Mac would be impacted.
Although the risk of default with the U.S.
government securities is considered unlikely, any default on the part of a portfolio investment could cause a fund’s share price or yield to fall.
INVESTMENT LIMITATIONS AND RESTRICTIONS
The following investment limitations may be changed
only by vote of a majority of each fund’s outstanding voting shares:
Each of the Schwab S&P 500
Index Fund, Schwab 1000 Index Fund, Schwab Small-Cap Index Fund and Schwab International Index Fund may not:
(1)
|
Borrow money,
except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(2)
|
Make
loans to other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(3)
|
Issue senior
securities, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(4)
|
Purchase
securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be
amended or interpreted from time to time.
|
(5)
|
Concentrate
investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from
time to time.
|
(6)
|
Purchase or sell
commodities or real estate, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(7)
|
Underwrite
securities issued by other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
In addition, each of the
Schwab S&P 500 Index Fund, Schwab Small-Cap Index Fund and Schwab International Index Fund may not:
(1)
|
Purchase
securities of other investment companies, except as permitted by the 1940 Act, including any exemptive relief granted by the SEC.
|
In addition, the Schwab S&P 500 Index Fund may
not:
(1)
|
Pledge, mortgage
or hypothecate any of its assets, except as permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
In addition, the Schwab 1000 Index Fund may
not:
(1)
|
Purchase
securities of other investment companies, except as permitted by the 1940 Act.
|
The Schwab Total Stock Market Index Fund may
not:
(1)
|
Purchase
securities of any issuer, except as consistent with the maintenance of its status as a diversified company under the 1940 Act.
|
(2)
|
Concentrate
investments in a particular industry or group of industries, except as permitted under the 1940 Act, or the rules or regulations thereunder.
|
(3)
|
(i)
Purchase or sell commodities, commodities contracts, futures or real estate; (ii) lend or borrow money; (iii) issue senior securities; (iv) underwrite securities; or (v) pledge, mortgage or hypothecate any of its assets, except as permitted by the
1940 Act, or the rules or regulations thereunder.
|
The following are non-fundamental
investment policies and restrictions, and may be changed by the Board.
Each fund may not:
(1)
|
Sell securities
short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative
instruments are not considered selling securities short).
|
(2)
|
Purchase
securities on margin, except such short-term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative
instruments shall not constitute purchasing securities on margin.
|
(3)
|
Borrow money
except that the fund may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided that
(i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days).
|
(4)
|
Lend any security
or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements).
|
(5)
|
Purchase
securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries
(except that each fund may purchase securities to the extent that its index is also so concentrated).
|
(6)
|
Purchase or sell
commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that each fund may (i) purchase securities of companies that deal in real estate or interests therein (including REITs); (ii) purchase
or sell futures contracts, options contracts, equity index participations and index participation contracts; and (iii) purchase securities of companies that deal in precious metals or interests therein.
|
(7)
|
Invest
more than 15% of its net assets in illiquid securities.
|
In addition, the Schwab Small-Cap Index Fund
(1)
|
Intends to achieve
its investment objective by tracking the price and dividend performance (total return) of the Russell 2000 Index.
|
In addition, the Schwab International Index
Fund
(1)
|
Intends to achieve
its investment objective by tracking the price and dividend performance (total return) of the MSCI EAFE Index.
|
In addition, the Schwab Total Stock Market Index Fund
may not:
(1)
|
Purchase
securities of other investment companies, except as permitted by the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
The following descriptions of the 1940 Act may
assist investors in understanding the above policies and restrictions.
Borrowing
.
The 1940 Act restricts an investment company from borrowing (including pledging, mortgaging or hypothecating assets) in excess of 33 1/3% of its total assets (not including temporary borrowings not in excess of 5% of its total assets). Transactions
that are fully collateralized in a manner that does not involve the prohibited issuance of a “senior security” within the meaning of Section 18(f) of the 1940 Act, shall not be regarded as borrowings for the purposes of a fund’s
investment restriction.
Concentration.
The SEC has defined concentration as investing 25% or more of an investment company’s total assets in an industry or group of industries, with certain exceptions.
Diversification.
Under the 1940 Act and the rules, regulations and interpretations thereunder, a “diversified company,” as to 75% of its total assets, may not purchase securities of any issuer (other than obligations of, or guaranteed by, the
U.S. government or its agencies, or instrumentalities or securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or more than 10% of the issuer’s voting
securities would be held by the fund.
Lending
. Under the 1940 Act, an investment company may only make loans if expressly permitted by its investment policies.
Real Estate.
The 1940 Act does not directly restrict an investment company’s ability to invest in real estate, but does require that every investment company have a fundamental investment policy
governing such investments. Each fund has adopted a fundamental policy that would permit direct investment in real estate. However, each fund has a non-fundamental investment limitation that prohibits it from investing directly in real estate. This
non-fundamental policy may be changed only by vote of a fund’s Board.
Senior
Securities.
Senior securities may include any obligation or instrument issued by an investment company evidencing indebtedness. The 1940 Act generally prohibits each fund from issuing senior securities, although it provides allowances for
certain borrowings and certain other investments, such as short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, when such investments are “covered” or with appropriate earmarking or segregation
of assets to cover such obligations.
Underwriting.
Under the 1940 Act, underwriting securities involves an investment company purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any
such activity either directly or indirectly. Under the 1940 Act, a diversified fund may not make any commitment as underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value of its investments in
securities of issuers (other than investment companies) of which it owns more than 10% of the outstanding voting securities, exceeds 25% of the value of its total assets. The foregoing restriction does not apply to non-diversified funds.
Policies and investment limitations that state a
maximum percentage of assets that may be invested in a security or other asset, or that set forth a quality standard shall be measured immediately after and as a result of a fund’s acquisition of such security or asset, unless otherwise noted.
Except with respect to limitations on borrowing and futures and option contracts, any subsequent change in total assets or net assets, as applicable, or other circumstances does not require a fund to sell an investment if it could not then make the
same investment. With respect to the limitation on illiquid securities, in the event that a subsequent change in net assets or other circumstances cause a fund to exceed its limitation, the fund will take steps to bring the aggregate amount of
illiquid instruments back within the limitations as soon as reasonably practicable.
Management of the FUNDS
The funds are overseen by a Board.
The trustees are responsible for protecting shareholder interests. The trustees regularly meet to review the investment activities, contractual arrangements and the investment performance of each fund. The trustees met 6 times during the most recent
fiscal year.
Certain trustees are
“interested persons.” A trustee is considered an interested person of a trust under the 1940 Act if he or she is an officer, director, or an employee of CSIM or, with respect to Schwab Funds (as defined below) only, Schwab. A trustee
also may be considered an interested person of a trust under the 1940 Act if he or she owns stock of The Charles Schwab Corporation, a publicly traded company and the parent company of the funds’ investment adviser and the Schwab Funds’
distributor.
As used herein, the terms
“Fund Complex” and “Family of Investment Companies” each refer collectively to The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios, Schwab Capital Trust, Schwab Strategic Trust and Laudus Trust
which, as of February 25, 2016, included 96 funds. As used herein, the term “Schwab Funds” refers collectively to The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios and Schwab Capital Trust; the term
“Laudus Funds” refers to collectively Laudus Trust and Laudus Institutional Trust; and the term “Schwab ETFs” refers to Schwab Strategic Trust.
Each of the officers and/or
trustees also serves in the same capacity, unless otherwise noted, for The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios, Schwab Capital Trust, Schwab Strategic Trust and Laudus Trust. Certain officers and/or trustees
also serve as officers and/or trustees of the Laudus Institutional Trust, which has no series. The tables below provide information about the trustees and officers for the trusts, which includes the funds in this SAI. The address of each individual
listed below is 211 Main Street, San Francisco, California 94105.
NAME,
YEAR OF BIRTH, AND POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND LENGTH OF TIME SERVED
1
)
|
PRINCIPAL
OCCUPATIONS DURING THE PAST FIVE YEARS
|
NUMBER
OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY THE TRUSTEE
|
OTHER
DIRECTORSHIPS DURING THE PAST FIVE YEARS
|
INDEPENDENT
TRUSTEES
|
Robert
W. Burns
1959
Trustee
(Trustee of Schwab Strategic Trust since 2009; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2016)
|
Retired/Private
Investor (Jan. 2009-present). Formerly, Managing Director, Pacific Investment Management Company, LLC (PIMCO) and President, PIMCO Funds.
|
96
|
Director,
PS Business Parks, Inc. (2005-2012)
|
John
F. Cogan
1947
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust and Laudus Institutional Trust since 2010; Schwab Strategic Trust
since 2016)
|
Senior
Fellow, The Hoover Institution at Stanford University (Oct. 1979-present); Senior Fellow, Stanford Institute for Economic Policy Research (2000-present); Professor of Public Policy, Stanford University (1994-2015).
|
96
|
Director,
Gilead Sciences, Inc. (2005-present)
|
Stephen
Timothy Kochis
1946
Trustee
(Trustee of Schwab Strategic Trust since 2012; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2016)
|
CEO
and Owner, Kochis Global (wealth management consulting) (May 2012-present); Chairman and CEO, Aspiriant, LLC (wealth management) (Jan. 2008-Apr. 2012).
|
96
|
None
|
David
L. Mahoney
1954
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2011; Schwab Strategic Trust since 2016)
|
Private
Investor.
|
96
|
Director,
Symantec Corporation (2003-present)
Director, Corcept Therapeutics
Incorporated (2004-present)
Director, Adamas Pharmaceuticals, Inc. (2009-present)
|
Kiran
M. Patel
1948
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2011; Schwab Strategic Trust since 2016)
|
Retired.
Executive Vice President and General Manager of Small Business Group, Intuit, Inc. (financial software and services firm for consumers and small businesses) (Dec. 2008-Sept. 2013).
|
96
|
Director,
KLA-Tencor Corporation (2008-present)
|
NAME,
YEAR OF BIRTH, AND POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND LENGTH OF TIME SERVED
1
)
|
PRINCIPAL
OCCUPATIONS DURING THE PAST FIVE YEARS
|
NUMBER
OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY THE TRUSTEE
|
OTHER
DIRECTORSHIPS DURING THE PAST FIVE YEARS
|
INDEPENDENT
TRUSTEES
|
Kimberly
S. Patmore
1956
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, and Laudus Trust since 2016)
|
Consultant,
Patmore Management Consulting (management consulting) (2008-present).
|
96
|
None
|
Charles
A. Ruffel
1956
Trustee
(Trustee of Schwab Strategic Trust since 2009; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2015)
|
Co-Chief
Executive Officer, Kudu Investment Management, LLC (financial services) (Jan. 2015-present); Partner, Kudu Advisors, LLC (financial services) (June 2008-Jan. 2015); Advisor, Asset International, Inc. (publisher of financial services information)
(Aug. 2008-Jan. 2015).
|
96
|
None
|
Gerald
B. Smith
1950
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2000; Laudus Trust and Laudus Institutional Trust since 2010; Schwab Strategic Trust
since 2016)
|
Chairman,
Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (Mar. 1990-present).
|
96
|
Director,
Eaton (2012-present)
Director and Chairman of the Audit Committee, Oneok Partners LP (2003-2013)
Director, Oneok, Inc. (2009-2013)
Lead Independent Director, Board of Cooper Industries (2002-2012)
|
Joseph
H. Wender
1944
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust and Laudus Institutional Trust since 2010; Schwab Strategic Trust
since 2016)
|
Senior
Consultant, Goldman Sachs & Co., Inc. (investment banking and securities firm) (Jan. 2008-present); Partner, Colgin Partners, LLC (vineyards) (Feb. 1998-present).
|
96
|
Board
Member and Chairman of the Audit Committee, Isis Pharmaceuticals (1994-present)
Lead Independent Director and Chair of Audit Committee, OUTFRONT Media Inc. (2014-present)
|
NAME,
YEAR OF BIRTH, AND POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND LENGTH OF TIME SERVED
1
)
|
PRINCIPAL
OCCUPATIONS DURING THE PAST FIVE YEARS
|
NUMBER
OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY THE TRUSTEE
|
OTHER
DIRECTORSHIPS DURING THE PAST FIVE YEARS
|
INTERESTED
TRUSTEES
|
Walter
W. Bettinger II
2
1960
Chairman and Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and
Schwab Annuity Portfolios since 2008; Schwab Strategic Trust since 2009; Laudus Trust and Laudus Institutional Trust since 2010)
|
Director,
President and Chief Executive Officer, The Charles Schwab Corporation (Oct. 2008-present); President and Chief Executive Officer (Oct. 2008-present), Director (May 2008-present), Charles Schwab & Co., Inc.; Director, Charles Schwab Bank (Apr.
2006-present); and Director, Schwab Holdings, Inc. (May 2008-present).
|
96
|
Director,
The Charles Schwab Corporation (2008-present)
|
Marie
A. Chandoha
2
1961
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust and Laudus Trust since 2016)
|
Director,
President and Chief Executive Officer (Dec. 2010-present), Chief Investment Officer (Sept. 2010-Oct. 2011), Charles Schwab Investment Management, Inc.; Trustee (Jan. 2016-present), President, Chief Executive Officer (Dec. 2010-present), and Chief
Investment Officer (Sept. 2010-Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited (Jan. 2011-present); Global Head of Fixed Income Business
Division, BlackRock, Inc. (formerly Barclays Global Investors) (Mar. 2007-Aug. 2010).
|
96
|
None
|
Joseph
R. Martinetto
2
1962
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust and Laudus Trust since 2016)
|
Senior
Executive Vice President and Chief Financial Officer, The Charles Schwab Corporation and Charles Schwab & Co., Inc. (July 2015-present); Executive Vice President and Chief Financial Officer of The Charles Schwab Corporation and Charles Schwab
& Co., Inc. (May 2007-July 2015); Director, Charles Schwab & Co., Inc. (May 2007-present); Director (Apr. 2010-present) and Chief Executive Officer (July 2013-Apr. 2015), Charles Schwab Bank; Director, Executive Vice President and Chief
Financial Officer, Schwab Holdings, Inc. (May 2007-present).
|
96
|
None
|
NAME,
YEAR OF BIRTH, AND POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND LENGTH OF TIME SERVED
3
)
|
PRINCIPAL
OCCUPATIONS DURING THE PAST FIVE YEARS
|
OFFICERS
|
Marie
A. Chandoha
1961
President and Chief Executive Officer
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional
Trust since 2010)
|
Director,
President and Chief Executive Officer (Dec. 2010-present), Chief Investment Officer (Sept. 2010-Oct. 2011), Charles Schwab Investment Management, Inc.; Trustee (Jan. 2016-present), President, Chief Executive Officer (Dec. 2010-present), and Chief
Investment Officer (Sept. 2010-Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited (Jan. 2011-present); Global Head of Fixed Income Business
Division, BlackRock, Inc. (formerly Barclays Global Investors) (Mar. 2007-Aug. 2010).
|
Mark
Fischer
1970
Treasurer and Chief Financial Officer
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust
since 2013)
|
Treasurer
and Chief Financial Officer, Schwab Funds, Laudus Funds and Schwab ETFs (Jan. 2016-present); Assistant Treasurer, Schwab Funds and Laudus Funds (Dec. 2013-Dec. 2015), Schwab ETFs (Nov. 2013-Dec. 2015); Vice President, Charles Schwab Investment
Management, Inc. (Oct. 2013-present); Executive Director, J.P. Morgan Investor Services (Apr. 2011-Sept. 2013); Assistant Treasurer, Massachusetts Financial Service Investment Management (May 2005-Mar. 2011).
|
George
Pereira
1964
Senior Vice President and Chief Operating Officer
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2004; Laudus Trust and Laudus Institutional
Trust since 2006; Schwab Strategic Trust since 2009)
|
Senior
Vice President and Chief Financial Officer (Nov. 2004-present), Chief Operating Officer (Jan. 2011-present), Charles Schwab Investment Management, Inc.; Senior Vice President and Chief Operating Officer (Jan. 2016-present), Treasurer and Chief
Financial Officer, Laudus Funds (June 2006-Dec. 2015); Treasurer and Principal Financial Officer, Schwab Funds (Nov. 2004-Dec. 2015) and Schwab ETFs (Oct. 2009-Dec. 2015); Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset
Management (Ireland) Limited (April 2005-present).
|
Omar
Aguilar
1970
Senior Vice President and Chief Investment Officer
–
Equities
(Officer of The Charles Schwab Family of Funds, Schwab Investments,
Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust since 2011)
|
Senior
Vice President and Chief Investment Officer
–
Equities, Charles Schwab Investment Management, Inc. (Apr. 2011-present); Senior Vice President and Chief
Investment Officer
–
Equities, Schwab Funds, Laudus Funds and Schwab ETFs (June 2011-present); Head of the Portfolio Management Group and Vice President of
Portfolio Management, Financial Engines, Inc. (May 2009-Apr. 2011); Head of Quantitative Equity, ING Investment Management (July 2004-Jan. 2009).
|
Brett
Wander
1961
Senior Vice President and Chief Investment Officer
–
Fixed Income
(Officer of The Charles Schwab Family of Funds, Schwab Investments,
Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust since 2011)
|
Senior
Vice President and Chief Investment Officer
–
Fixed Income, Charles Schwab Investment Management, Inc. (Apr. 2011-present); Senior Vice President and Chief
Investment Officer
–
Fixed Income, Schwab Funds, Laudus Funds and Schwab ETFs (June 2011-present); Senior Managing Director, Global Head of Active Fixed-Income
Strategies, State Street Global Advisors (Jan. 2008-Oct. 2010); Director of Alpha Strategies Loomis, Sayles & Company (Apr. 2006-Jan. 2008).
|
David
Lekich
1964
Chief Legal Officer and Secretary, Schwab Funds and Schwab ETFs
Vice President and Assistant Clerk, Laudus Funds
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust since 2011)
|
Senior
Vice President (Sept. 2011-present), Vice President (Mar. 2004-Sept. 2011), Charles Schwab & Co., Inc.; Senior Vice President and Chief Counsel (Sept. 2011-present), Vice President (Jan. 2011-Sept. 2011), Charles Schwab Investment Management,
Inc.; Secretary (Apr. 2011-present) and Chief Legal Officer (Dec. 2011-present), Schwab Funds; Vice President and Assistant Clerk, Laudus Funds (Apr. 2011-present); Secretary (May 2011-present) and Chief Legal Officer (Nov. 2011-present), Schwab
ETFs.
|
NAME,
YEAR OF BIRTH, AND POSITION(S) WITH THE TRUST
(TERM OF OFFICE AND LENGTH OF TIME SERVED
3
)
|
PRINCIPAL
OCCUPATIONS DURING THE PAST FIVE YEARS
|
OFFICERS
|
Catherine
MacGregor
1964
Vice President and Assistant Secretary, Schwab Funds and Schwab ETFs
Chief Legal Officer, Vice President and Clerk, Laudus Funds
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital
Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2005; Schwab Strategic Trust since 2009)
|
Vice
President, Charles Schwab & Co., Inc., Charles Schwab Investment Management, Inc. (July 2005-present); Vice President (Dec. 2005-present), Chief Legal Officer and Clerk (Mar. 2007-present), Laudus Funds; Vice President (Nov. 2005-present) and
Assistant Secretary (June 2007-present), Schwab Funds; Vice President and Assistant Secretary, Schwab ETFs (Oct. 2009-present).
|
1
|
Each Trustee shall
hold office until the election and qualification of his or her successor, or until he or she dies, resigns or is removed. The retirement policy requires that each independent trustee retire by December 31 of the year in which Trustee turns 74 or the
Trustee’s twentieth year of service as an independent trustee on any trust in the Fund Complex, whichever occurs first.
|
2
|
Mr. Bettinger, Ms.
Chandoha and Mr. Martinetto are Interested Trustees because they own stock of The Charles Schwab Corporation, the parent company of the investment adviser.
|
3
|
The
President, Treasurer and Secretary/Clerk hold office until their respective successors are chosen and qualified or until he or she sooner dies, resigns, is removed or becomes disqualified. Each of the other officers serves at the pleasure of the
Boards.
|
Board
Leadership Structure
The Chairman of the Board, Walter
W. Bettinger II, is Chief Executive Officer and a member of the Board of Directors of The Charles Schwab Corporation and an interested person of the trusts as that term is defined in the 1940 Act. The trusts do not have a single lead independent
trustee. The Board is comprised of a super-majority (75 percent) of trustees who are not interested persons of the trusts (i.e., independent trustees). There are three primary committees of the Board: the Audit, Compliance and Valuation Committee;
the Governance Committee; and the Investment Oversight Committee. Each of the Committees is chaired by an independent trustee, and each Committee is comprised solely of independent trustees. The Committee chairs preside at Committee meetings,
participate in formulating agendas for those meetings, and coordinate with management to serve as a liaison between the independent trustees and management on matters within the scope of the responsibilities of each Committee as set forth in its
Board-approved charter. The Board has determined that this leadership structure is appropriate given the specific characteristics and circumstances of the trusts. The Board made this determination in consideration of, among other things, the fact
that the independent trustees of the trusts constitute a super-majority of the Board, the fact that Committee chairs are independent trustees, the number of funds (and classes) overseen by the Board, and the total number of trustees on the
Board.
Board Oversight of Risk
Management
Like most investment companies,
fund management and its other service providers have responsibility for day-to-day risk management for the funds. The Board’s duties, as part of its risk oversight of the trusts, consist of monitoring risks identified during regular and
special reports to the Committees of the Board, as well as regular and special reports to the full Board. In addition to monitoring such risks, the Committees and the Board oversee efforts of fund management and service providers to manage risks to
which the funds of the trusts may be exposed. For example, the Investment Oversight Committee meets with portfolio managers and receives regular reports regarding investment risk and credit risk of a fund’s portfolio. The Audit, Compliance and
Valuation Committee meets with the funds’ Chief Compliance Officer and Chief Financial Officer and receives regular reports regarding compliance risks, operational risks and risks related to the valuation and liquidity of portfolio securities.
From its review of these reports and discussions with management, each Committee receives information about the material risks of the funds of the trusts and about how management and service providers mitigate those risks, enabling the independent
Committee chairs and other independent members of the Committees to discuss these risks with the full Board.
The Board recognizes that not all risks that may
affect the funds can be identified nor can processes and controls be developed to eliminate or mitigate the occurrence or effects of certain risks; some risks are simply beyond the reasonable control of the funds, their management, and service
providers. Although the risk oversight functions of the Board, and the risk management policies of fund management and fund service providers, are designed to be effective, there is no guarantee that they will eliminate or mitigate all risks. In
addition, it may be necessary to bear certain risks (such as investment-related risks) to achieve each fund’s investment objective. As a result of the foregoing and other factors, the funds’ ability to manage risk is subject to
significant limitations.
Individual Trustee
Qualifications
The Board has concluded that each
of the trustees should initially and continue to serve on the Board because of (i) his or her ability to review and understand information about the trusts provided to them by management, to identify and request other information they may deem
relevant to the performance of their duties, to question management regarding material factors bearing on the management of the trusts, and to exercise their business judgment in a manner that serves the best interests of the trusts’
shareholders and (ii) the trustee’s experience, qualifications, attributes or skills as described below.
The Board has concluded that Mr. Bettinger should
serve as trustee of the trusts because of the experience he gained as president and chief executive officer of The Charles Schwab Corporation, his knowledge of and experience in the financial services industry, and the experience he has gained
serving as trustee of the Schwab Funds since 2008, the Schwab ETFs since 2009, and the Laudus Funds since 2010.
The Board has concluded that Mr. Burns should serve
as trustee of the trusts because of the experience he gained as managing director of Pacific Investment Management Company, LLC (PIMCO) and president of PIMCO Funds as well as the experience he has gained serving as trustee of the Schwab ETFs since
2009, and his experience serving as chair of the Schwab ETFs’ Audit, Compliance and Valuation Committee until December 2015.
The Board has concluded that Ms. Chandoha should
serve as trustee of the trusts because of the experience she gained as president and chief executive officer of Charles Schwab Investment Management, Inc., the Schwab Funds, Schwab ETFs and Laudus Funds, as well as her knowledge of and experience of
financial and investment management services.
The Board has concluded that Mr. Cogan should serve
as trustee of the trusts because of the experience he has gained serving as a senior fellow and professor of public policy at a university and his former service in government, the experience he has gained serving as trustee of the Schwab Funds
since 2008 and Laudus Funds since 2010, and his service on other public company boards.
The Board has concluded that Mr. Kochis should
serve as trustee of the trusts because of the experience he gained serving as chair and chief executive officer of Aspiriant, LLC, an advisory firm, as well as his knowledge of and experience in wealth management consulting and the experience he has
gained serving as trustee of the Schwab ETFs since 2012.
The Board has concluded that Mr. Mahoney should
serve as trustee of the trusts because of the experience he gained serving as trustee of the Schwab Funds and Laudus Funds since 2011, as co-chief executive officer of a healthcare services company, and his service on other public company
boards.
The Board has concluded that Mr.
Martinetto should serve as trustee of the trusts because of his experience serving as senior executive vice president and chief financial officer of The Charles Schwab Corporation and Charles Schwab & Co., Inc.
The Board has concluded that Mr. Patel should serve
as trustee of the trusts because of the experience he gained serving as trustee of the Schwab Funds and Laudus Funds since 2011, as executive vice president, general manager and chief financial officer of a software company, his service on other
public company boards, and his experience serving as chair of the Schwab Funds and Laudus Funds’ Audit, Compliance and Valuation Committee.
The Board has concluded that Ms.
Patmore should serve as trustee of the trusts because of her experience serving as chief financial officer and executive vice president of First Data Payment Business and First Data Corporation, as well as her knowledge of and experience in
management consulting.
The Board has
concluded that Mr. Ruffel should serve as trustee of the trusts because of the experience he gained as the founder and former chief executive officer of a publisher and information services firm specializing in the retirement plan industry, his
experience in and knowledge of the financial services industry, and the experience he has gained serving as trustee of the Schwab ETFs since 2009, and his experience serving as chair of the Schwab ETFs’ Investment Oversight Committee until
December 2015.
The Board has concluded that
Mr. Smith should serve as trustee of the trusts because of the experience he has gained as managing partner of his own investment advisory firm, the experience he has gained serving as trustee of the Schwab Funds since 2000, as trustee of the Laudus
Funds since 2010, his service on other public company boards, and his experience serving as chair of the Schwab Funds’ and Laudus Funds’ Investment Oversight Committee.
The Board has concluded that Mr. Wender should
serve as trustee of the trusts because of the experience he gained serving as former partner and head of the financial institutions group of an investment bank, the experience he has gained serving as trustee of the Schwab Funds since 2008, as
trustee of the Laudus Funds since 2010, and his service on other public company boards.
Trustee Committees
The Board has established certain
committees and adopted Committee charters with respect to those committees, each as described below:
•The Audit, Compliance and
Valuation Committee reviews the integrity of the trusts’ financial reporting processes and compliance policies, procedures and processes, and the trusts’ overall system of internal controls. The Audit, Compliance and Valuation Committee
also reviews and evaluates the qualifications, independence and performance of the trusts’ independent auditors, and the implementation and operation of the trusts’ valuation policy and procedures. This Committee is comprised of at least
three independent trustees and currently has the following members: Kiran M. Patel (Chairman), Robert W. Burns, John F. Cogan and Kimberly S. Patmore. The Committee met 4 times during the most recent fiscal year.
•The Governance Committee
reviews and makes recommendations to the Board regarding trust governance-related matters, including but not limited to Board compensation practices, retirement policies and term limits, Board self-evaluations, the effectiveness and allocation of
assignments and functions by the Board, the composition of Committees of the Board, and the training of Trustees. The Governance Committee is responsible for selecting and nominating candidates to serve as Trustees. The Governance Committee does not
have a written policy with respect to consideration of candidates for Trustee submitted by shareholders. However, if the Governance Committee determined that it would be in the best interests of the trusts to fill a vacancy on the Board, and a
shareholder submitted a candidate for consideration by the Board to fill the vacancy, the Governance Committee would evaluate that candidate in the same manner as it evaluates nominees identified by the Governance Committee. Nominee recommendations
may be submitted to the Secretary of the trusts at the trusts’ principal business address. This Committee is comprised of at least three independent trustees and currently has the following members: John F. Cogan (Chairman), Stephen Timothy
Kochis, David L. Mahoney and Joseph H. Wender. The Committee met 4 times during the most recent fiscal year.
•The Investment Oversight
Committee reviews the investment activities of the trusts and the performance of the funds’ investment advisers. This Committee is comprised of at least three Trustees (at least two-thirds of whom shall be independent trustees) and currently
has the following members: Gerald B. Smith (Chairman), Stephen Timothy Kochis, David L. Mahoney, Charles A. Ruffel and Joseph H. Wender. The Committee met 5 times during the most recent fiscal year.
Trustee Compensation
The following table provides
trustee compensation for the fiscal year ended October 31, 2015.
Name
of Trustee
|
Aggregate
Compensation
from:
|
Pension
or
Retirement
Benefits
Accrued as Part
of Fund
Expenses
|
Total
Compensation from
Fund Complex
|
|
The
Funds that are a
series of Schwab
Capital Trust
|
The
Fund that is a
series of Schwab
Investments
|
|
|
Interested
Trustees
|
Walter
W. Bettinger II
|
$0
|
$0
|
N/A
|
$0
|
Marie
A. Chandoha
1
|
$0
|
$0
|
N/A
|
$0
|
Joseph
R. Martinetto
1
|
$0
|
$0
|
N/A
|
$0
|
Independent
Trustees
|
Robert
W. Burns
1
|
$0
|
$0
|
N/A
|
$134,000
|
Mariann
Byerwalter
2
|
$7,418
|
$2,343
|
N/A
|
$77,000
|
John
F. Cogan
|
$27,957
|
$9,136
|
N/A
|
$286,000
|
Stephen
Timothy Kochis
1
|
$0
|
$0
|
N/A
|
$124,000
|
David
L. Mahoney
|
$27,957
|
$9,136
|
N/A
|
$286,000
|
Kiran
M. Patel
|
$29,323
|
$9,580
|
N/A
|
$300,000
|
Kimberly
S. Patmore
1
|
$0
|
$0
|
N/A
|
$0
|
Charles
A. Ruffel
3
|
$25,320
|
$8,361
|
N/A
|
$389,959
|
Gerald
B. Smith
|
$29,323
|
$9,580
|
N/A
|
$300,000
|
Joseph
H. Wender
|
$27,957
|
$9,136
|
N/A
|
$286,000
|
1
|
Trustee joined the
Board effective January 1, 2016.
|
2
|
Ms. Byerwalter
resigned effective March 9, 2015.
|
3
|
Mr.
Ruffel joined the Board effective February 6, 2015.
|
Securities Beneficially Owned by Each Trustee
The following table provides each trustee’s
equity ownership of the funds and ownership of all registered investment companies overseen by each trustee in the Family of Investment Companies as of December 31, 2015.
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Interested
Trustees
|
Walter
W. Bettinger II
|
Schwab
S&P 500 Index Fund
$
1-$10,000
Schwab 1000 Index Fund
None
Schwab Small-Cap Index Fund
$1-$10,000
Schwab Total Stock Market Index Fund
None
Schwab International Index Fund
$1-$10,000
|
Over
$100,000
|
Marie
A. Chandoha
1
|
Schwab
S&P 500 Index Fund
$10,001-50,000
Schwab 1000 Index Fund
None
Schwab Small-Cap Index Fund
None
Schwab Total Stock Market Index Fund
None
Schwab International Index Fund
None
|
Over
$100,000
|
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Interested
Trustees
|
Joseph
R. Martinetto
1
|
Schwab
S&P 500 Index Fund
None
Schwab 1000 Index Fund
$10,001-50,000
Schwab Small-Cap Index Fund
None
Schwab Total Stock Market Index Fund
None
Schwab International Index Fund
None
|
Over
$100,000
|
Independent
Trustees
|
Robert
W. Burns
1
|
Schwab
S&P 500 Index Fund
None
Schwab 1000 Index Fund
None
Schwab Small-Cap Index
Fund
None
Schwab Total Stock Market Index Fund
None
Schwab International Index
Fund
None
|
Over
$100,000
|
John
F. Cogan
|
Schwab
S&P 500 Index Fund
None
Schwab 1000 Index Fund
None
Schwab Small-Cap Index
Fund
None
Schwab Total Stock Market Index Fund
Over
$100,000
Schwab International Index Fund
None
|
Over
$100,000
|
Stephen
Timothy Kochis
1
|
Schwab
S&P 500 Index Fund
None
Schwab 1000 Index Fund
None
Schwab Small-Cap Index
Fund
None
Schwab Total Stock Market Index Fund
None
Schwab International Index
Fund
None
|
Over
$100,000
|
David
L. Mahoney
|
Schwab
S&P 500 Index Fund
None
Schwab 1000 Index Fund
None
Schwab Small-Cap Index
Fund
None
Schwab Total Stock Market Index Fund
None
Schwab International Index
Fund
None
|
Over
$100,000
|
Kiran
M. Patel
|
Schwab
S&P 500 Index Fund
None
Schwab 1000 Index Fund
None
Schwab Small-Cap Index
Fund
None
Schwab Total Stock Market Index Fund
None
Schwab International Index
Fund
None
|
Over
$100,000
|
Kimberly
S. Patmore
1
|
Schwab
S&P 500 Index Fund
None
Schwab 1000 Index Fund
None
Schwab Small-Cap Index
Fund
None
Schwab Total Stock Market Index Fund
None
Schwab International Index
Fund
None
|
Over
$100,000
|
Charles
A. Ruffel
|
Schwab
S&P 500 Index Fund
None
Schwab 1000 Index Fund
None
Schwab Small-Cap Index
Fund
None
Schwab Total Stock Market Index Fund
None
Schwab International Index
Fund
None
|
Over
$100,000
|
Gerald
B. Smith
|
Schwab
S&P 500 Index Fund
None
Schwab 1000 Index Fund
None
Schwab Small-Cap Index
Fund
None
Schwab Total Stock Market Index Fund
None
Schwab International Index
Fund
None
|
Over
$100,000
|
Joseph
H. Wender
|
Schwab
S&P 500 Index Fund
None
Schwab 1000 Index Fund
None
Schwab Small-Cap Index
Fund
None
Schwab Total Stock Market Index Fund
None
Schwab International Index
Fund
None
|
Over
$100,000
|
1
|
Trustee joined the
Board effective January 1, 2016.
|
As of December 31, 2015, none of the Independent
Trustees or their immediate family members owned beneficially or of record any securities of CSIM or Schwab, or in a person (other than a registered investment company) directly or
indirectly controlling, controlled by or under common control with
CSIM or Schwab, except as follows: Kimberly S. Patmore may have been deemed to be a beneficial owner of securities issued by The Charles Schwab Corporation (CSC) as a result of beneficial ownership of common stock of CSC by an immediate family
member and an estate planning entity. As of December 31, 2015, the holdings of CSC common stock had a market value of $6,274.56 and represented substantially less than one percent of the common stock of CSC. The securities were disposed of after
December 31, 2015 and prior to the date of this SAI. CSC is the parent company of CSIM and Schwab.
Deferred Compensation Plan
Independent trustees may enter
into a fee deferral plan. Under this plan, deferred fees will be credited to an account established by a trust as of the date that such fees would have been paid to the trustee. The value of this account will equal the value that the account would
have if the fees credited to the account had been invested in the shares of Schwab Funds selected by the trustee. Currently, none of the Independent Trustees has elected to participate in this plan.
Code of Ethics
The funds, the investment adviser and Schwab have
adopted a Code of Ethics as required under the 1940 Act. Subject to certain conditions or restrictions, the Code of Ethics permits the trustees, directors, officers or advisory representatives of the funds or the investment adviser or the directors
or officers of Schwab to buy or sell directly or indirectly securities for their own accounts. This includes securities that may be purchased or held by the funds. Securities transactions by some of these individuals may be subject to prior approval
of the investment adviser’s Chief Compliance Officer or alternate. Most securities transactions are subject to quarterly reporting and review requirements.
Control Persons And Principal Holders Of
Securities
As of January 29, 2016, the
officers and trustees of the trusts, as a group, owned of record directly or beneficially, less than 1% of the outstanding voting securities of each of the funds.
Persons who owned of record or beneficially more
than 25% of a fund’s outstanding shares may be deemed to control the fund within the meaning of the 1940 Act. Shareholders controlling the fund could have the ability to vote a majority of the shares of the fund on any matter requiring the
approval of shareholders of the fund.
As of February 1, 2016, Appendix
–
Principal Holders of Securities, lists persons or entities that owned, of record or beneficially, more than 5% of the outstanding voting securities of the funds.
Investment Advisory and Other
Services
Investment Adviser
CSIM, a wholly owned subsidiary of
The Charles Schwab Corporation, 211 Main Street, San Francisco, CA 94105, serves as the funds’ investment adviser and administrator pursuant to an Investment Advisory and Administration Agreement (Advisory Agreement) between it and the trusts.
Schwab is an affiliate of the investment adviser and is the trusts’s distributor. Charles R. Schwab is the founder, Chairman and Director of The Charles Schwab Corporation. As a result of his ownership of and interests in The Charles Schwab
Corporation, Mr. Schwab may be deemed to be a controlling person of the investment adviser and Schwab.
Advisory Agreement
The continuation of a fund’s
Advisory Agreement must be specifically approved at least annually (1) by the vote of the trustees or by a vote of the shareholders of the fund, and (2) by the vote of a majority of the trustees who are not parties to the investment advisory
agreement or “interested persons” of any party (independent trustees), cast in person at a meeting called for the purpose of voting on such approval.
Each year, the Board calls and
holds a meeting to decide whether to renew the Advisory Agreement between the trusts and CSIM with respect to existing funds in the trusts. In preparation for the meeting, the Board requests and reviews a wide variety of materials provided by the
funds’ investment adviser, as well as extensive data provided by third parties, and the Independent Trustees receive advice from counsel to the Independent Trustees.
As described below, the investment adviser is
entitled to receive from each fund an annual fee, payable monthly, for its advisory and administrative services to each fund.
The table below sets forth the
advisory fees paid by the funds to the investment adviser for the past three fiscal years or, if shorter, the period of the fund’s operations. The figures in the “net fees paid” row represent the actual amounts paid to the
investment adviser, which include the effect of any reductions due to the application of a fund’s expense limitation (expense cap). The figures in the “gross fees reduced by” row represent the amount, if any, the advisory fees
payable to the investment adviser were reduced due to the application of a fund’s expense cap.
The expense cap is not intended to cover all fund
expenses, and a fund’s expenses may exceed the expense cap. For example, the expense cap does not cover investment-related expenses, such as brokerage commissions, interest, taxes and the fees and expenses of pooled investment vehicles, such
as ETFs, REITs, and other investment companies, that are held by the funds, nor does it cover extraordinary or non-routine expenses, such as shareholder meeting costs.
Fund
and Advisory Fee Schedule
|
|
2015
|
2014
|
2013
|
Expense Cap
|
Schwab
S&P 500 Index Fund
0.06% of the fund’s average daily net assets
|
Net
fees paid:
|
$12,725,323
|
$11,240,245
|
$8,610,499
|
0.09%
|
Gross
fees
reduced by:
|
$24,898
|
$38,492
|
$268,898
|
|
Schwab
1000 Index Fund
0.30% of the fund’s average daily net assets not in excess of $500 million, 0.22% of such net assets over $500 million but not in excess of $5 billion, 0.20% of such net assets
over $5 billion but not in excess of $10 billion and 0.18% of such net assets over $10 billion.
|
Net
fees paid:
|
$11,944,591
|
$11,303,807
|
$9,543,783
|
0.29%
|
Gross
fees
reduced by:
|
$2,678,956
|
$2,558,260
|
$2,483,335
|
|
Schwab
Small-Cap Index Fund
0.15% of the fund’s average daily net assets
|
Net
fees paid:
|
$3,159,536
|
$2,943,857
|
$2,376,853
|
0.17%
|
Gross
fees
reduced by:
|
$812,108
|
$810,721
|
$609,547
|
|
Schwab
Total Stock Market Index Fund
0.06% of the fund’s average daily net assets
|
Net
fees paid:
|
$1,671,593
|
$2,003,320
|
$1,371,848
|
0.09%
|
Gross
fees
reduced by:
|
$952,626
|
$168,626
|
$204,765
|
|
Schwab
International Index Fund
0.15% of the fund’s average daily net assets
|
Net
fees paid:
|
$3,179,864
|
$2,856,596
|
$2,027,623
|
0.19%
|
Gross
fees
reduced by:
|
$937,856
|
$837,489
|
$599,104
|
|
Distributor
Pursuant to separate Second
Amended and Restated Distribution Agreements between Schwab and each trust, Schwab, located at 211 Main Street, San Francisco, California 94105, is the principal underwriter for shares of the funds and is the trusts’ agent for the purpose of
the continuous offering of the funds’ shares. The funds pay for prospectuses and shareholder reports to be prepared and delivered to existing shareholders. Schwab pays such costs when the described materials are used in connection with the
offering of shares to prospective investors and for supplemental sales literature and advertising. Schwab receives no fee under the Distribution Agreements.
Shareholder Servicing Plan
Each trust’s Board has
adopted a Shareholder Servicing Plan (the Plan) on behalf of the funds. The Plan enables these funds to bear expenses relating to the provision by financial intermediaries, including Schwab (together, service providers), of certain shareholder
services to the current shareholders of the funds. Pursuant to the Plan, each fund is subject to an annual shareholder servicing fee, up to the amount set forth below:
Fund
|
Shareholder
Servicing Fee
|
Schwab
S&P 500 Index Fund
|
0.02%
|
Schwab
1000 Index Fund
|
0.10%
|
Schwab
Small-Cap Index Fund
|
0.02%
|
Schwab
Total Stock Market Index Fund
|
0.02%
|
Schwab
International Index Fund
|
0.02%
|
Pursuant to the Plan, the funds
may pay service providers (including Schwab) that, pursuant to written agreements with Schwab or the trusts, provide certain account maintenance, customer liaison and shareholder services to fund shareholders. The service providers may provide fund
shareholders with the following shareholder services, among other shareholder services: (i) maintaining records for shareholders that hold shares of a fund; (ii) communicating with shareholders, including the mailing of regular statements and
confirmation statements, distributing fund-related materials, mailing prospectuses and reports to shareholders, and responding to shareholder inquiries; (iii) communicating and processing shareholder purchase, redemption and exchange orders; (iv)
communicating mergers, splits or other reorganization activities to fund shareholders; and (v) preparing and filing tax information, returns and reports.
The shareholder servicing fee paid to a particular
service provider is calculated at the annual rate set forth in the chart above and is based on the average daily net asset value of the fund shares owned by shareholders holding shares through such service provider. Payments under the Plan are made
as described above without regard to whether the fee is more or less than the service provider’s actual cost of providing the services, and if more, such excess may be retained as profit by the service provider.
The Plan shall continue in effect for a fund for so
long as its continuance is specifically approved at least annually by a vote of the majority of both (i) the Board of the trusts and (ii) the Trustees of the trusts who are not interested persons of the trusts and who have no direct or indirect
financial interest in the operation of the Plan or any agreements related to it (the Qualified Trustees). The Plan requires that Schwab or any person authorized to direct the disposition of monies paid or payable by the funds pursuant to the Plan
furnish quarterly written reports of amounts spent under the Plan and the purposes of such expenditures to the Board of the trusts for review. All material amendments to the Plan must be approved by votes of the majority of both (i) the Board and
(ii) the Qualified Trustees.
Transfer Agent
Boston Financial Data Services,
Inc. (BFDS), 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953, serves as the funds’ transfer agent. As part of these services, the firm maintains records pertaining to the sale, redemption and transfer of the funds’
shares.
Custodians and Fund
Accountant
Brown Brothers Harriman & Co.
(BBH), 50 Post Office Square, Boston, Massachusetts, 02110 serves as custodian for the following funds:
Schwab
S&P 500 Index Fund
Schwab Small-Cap Index Fund
Schwab Total Stock Market Index Fund
Schwab International Index Fund
|
State Street Bank and Trust
Company (State Street), One Lincoln Street, Boston, Massachusetts, 02111, serves as custodian for the following fund:
State
Street also serves as fund accountant for each of the funds.
The custodians are responsible for the daily
safekeeping of securities and cash held or sold by the funds. The fund accountant maintains all books and records related to the funds’ transactions.
Independent Registered Public Accounting Firm
The funds’ independent
registered public accounting firm, PricewaterhouseCoopers LLP (PwC), Three Embarcadero Center, San Francisco, CA 94111-4004, audits and reports on the annual financial statements of the funds and reviews certain regulatory reports and each
fund’s federal income tax return. PwC also performs other professional, accounting, auditing, tax and advisory services when engaged to do so by the trusts.
PORTFOLIO MANAGERS
Other Accounts.
In addition to the funds, each portfolio manager (collectively referred to as the Portfolio Managers) is responsible for the day-to-day management of
certain other accounts, as listed below. The accounts listed below are not subject to a performance-based advisory fee. The information below is provided as of October 31, 2015.
Name
|
Registered
Investment
Companies
(this amount does not include the
funds in this SAI)
|
Other
Pooled
Investment Vehicles
|
Other
Accounts
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Agnes
Hong
|
24
|
$41,738,091,797
|
0
|
$0
|
0
|
$0
|
Ferian
Juwono
|
18
|
$38,741,409,382
|
0
|
$0
|
0
|
$0
|
David
Rios
|
1
|
$242,135,689
|
0
|
$0
|
0
|
$0
|
Conflicts of Interest.
A Portfolio Manager’s management of other accounts may give rise to potential conflicts of interest in connection with his or her management of a fund’s investments, on the one hand, and the
investments of the other accounts, on the other. The other accounts include separate accounts and other mutual funds advised by CSIM (collectively, the Other Managed Accounts). The Other Managed Accounts might have similar investment objectives as a
fund, track the same index a fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased, or sold by a fund. While the Portfolio Managers’ management of Other Managed Accounts may give rise to the
potential conflicts of interest listed below, CSIM does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, CSIM believes it has adopted policies and procedures that are designed to manage those
conflicts in an appropriate way.
Knowledge of the Timing and Size of Fund Trades.
A potential conflict of interest may arise as a result of the Portfolio Managers’ day-to-day management of the funds. Because of their positions with the funds, the Portfolio Managers know the size, timing, and
possible market impact of fund trades. It is theoretically possible that the Portfolio Managers could use this information to the advantage of the Other Managed Accounts they manage and to the possible detriment of a fund. However, CSIM has adopted
policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time. Moreover, with respect to index funds, which seek to track their respective benchmark indexes, much of this information is
publicly available. When it is determined to be in the best interest of both accounts, the Portfolio Managers may aggregate trade orders for the Other Managed Accounts, excluding separate accounts, with those of a fund. All aggregated orders are
subject to CSIM’s aggregation and allocation policy and procedures, which provide, among other things, that (i) a Portfolio Manager will not aggregate
orders unless he or she believes such aggregation is consistent
with his or her duty to seek best execution; (ii) no account will be favored over any other account; (iii) each account that participates in an aggregated order will participate at the average security price with all transaction costs shared on a
pro-rata basis; and (iv) if the aggregated order cannot be executed in full, the partial execution is allocated pro-rata among the participating accounts in accordance with the size of each account’s order.
Investment Opportunities.
A potential conflict of interest may arise as a result of the Portfolio Managers’ management of a fund and Other Managed Accounts which, in theory, may allow them to allocate investment opportunities in a way that
favors the Other Managed Accounts over a fund, which conflict of interest may be exacerbated to the extent that CSIM or the Portfolio Managers receive, or expect to receive, greater compensation from their management of the Other Managed Accounts
than the fund. Notwithstanding this theoretical conflict of interest, it is CSIM’s policy to manage each account based on its investment objectives and related restrictions and, as discussed above, CSIM has adopted policies and procedures
reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account’s investment objectives and related restrictions. For example, while the Portfolio Managers may buy
for an Other Managed Account securities that differ in identity or quantity from securities bought for a fund or refrain from purchasing securities for an Other Managed Account that they are otherwise buying for a fund in an effort to outperform its
specific benchmark, such an approach might not be suitable for a fund given its investment objectives and related restrictions.
Compensation.
During the most recent fiscal year, each Portfolio Manager’s compensation consisted of a fixed annual (base) salary and a discretionary bonus. The base
salary is determined considering compensation payable for a similar position across the investment management industry and an evaluation of the individual Portfolio Manager’s overall performance such as the Portfolio Manager’s
contribution to the investment process, good corporate citizenship, risk management and mitigation, and functioning as an active contributor to the firm’s success. The discretionary bonus is determined in accordance with the CSIM Equity and
Fixed Income Portfolio Manager Incentive Plan (the Plan) as follows:
There are two independent funding components for
the Plan:
•75% of
the funding is based on equal weighting of Investment Fund Performance and Risk Management and Mitigation
•25% of the funding is
based on Corporate results
Investment Fund
Performance and Risk Management and Mitigation (75% weight)
Investment
Fund Performance:
At the close of the
year, each fund's performance will be determined by its 1-year, 1 and 2-year, or 1 and 3-year percentile standing (based on pre-tax return before expenses) within its designated benchmark, peer group, or category, depending on the strategy of the
fund (i.e., whether the fund is passively or actively managed) using standard statistical methods approved by CSIM senior management. Investment Fund Performance measurements may be changed or modified at the discretion of the CSIM President and
CSIM Chief Operating Officer. As each participant may manage and/or support a number of funds, there may be several funds considered in arriving at the incentive compensation funding.
Risk
Management and Mitigation:
Risk
Management and Mitigation will be rated by CSIM’s Chief Investment Officer, CSIM’s Head of Investment Risk, CSIM’s Chief Legal Officer, CSIM’s Chief Compliance Officer and CSIM’s Head of Operations Risk (or individuals
with comparable responsibilities). Factors they will consider will include, but are not limited to:
•Balancing safety of fund
principal with appropriate limits that provide investment flexibility given existing market conditions
•Making timely sell
recommendations to avoid significant deterioration of value resulting from the weakening condition of the issuer
•Escalating operating
events and errors for prompt resolution
•Identifying largest risks
and actively discussing with management
•Accurately validating
fund information disseminated to the public (e.g., Annual and Semi-Annual reports, fund fact sheets, fund prospectus)
•Executing transactions
timely and without material trade errors that result in losses to the funds
•Ensuring ongoing
compliance with prospectus and investment policy guidelines
•Minimizing fund
compliance exceptions
•Actively following up and
resolving compliance exceptions
Corporate
Performance (25% weight)
The Corporate Bonus Plan is an
annual bonus plan that provides discretionary awards based on the financial performance of CSC during the annual performance period. Quarterly advances may be paid for the first three quarters. Allocations are discretionary and aligned with CSC and
individual performance. Funding for the Plan is determined at the conclusion of the calendar year. Funding will be capped at 200% of target.
At year-end, the full-year funding for both
components of the Plan will be pooled together. The total pool is allocated to Plan participants by CSIM senior management based on their assessment of a variety of performance factors.
Factors considered in CSIM senior
management’s allocation process will include objective and subjective factors that will take into consideration total performance and will include, but are not limited to:
•Fund performance relative
to performance measure
•Risk management and
mitigation
•Individual performance
against key objectives
•Contribution to overall
group results
•Functioning as an active
contributor to the firm’s success
•Team work
•Collaboration between
Analysts and Portfolio Managers
•Regulatory/Compliance
management.
The Portfolio Managers’
compensation is not based on the value of the assets held in a fund’s portfolio.
Ownership of Fund Shares.
The following table shows the dollar amount range of the Portfolio Managers’ “beneficial ownership” of shares of the funds they
manage as of October 31, 2015. Dollar amount ranges disclosed are established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (1934
Act).
Portfolio
Manager
|
Fund
|
Dollar
Range
|
Agnes
Hong
|
Schwab
S&P 500 Index Fund
|
None
|
Schwab
1000 Index Fund
|
None
|
Schwab
Small-Cap Index Fund
|
None
|
Schwab
Total Stock Market Index Fund
|
None
|
Schwab
International Index Fund
|
$1-$10,000
|
Ferian
Juwono
|
Schwab
S&P 500 Index Fund
|
None
|
Schwab
1000 Index Fund
|
None
|
Schwab
Small-Cap Index Fund
|
None
|
Schwab
Total Stock Market Index Fund
|
None
|
Schwab
International Index Fund
|
None
|
David
Rios
|
Schwab
S&P 500 Index Fund
|
$1-$10,000
|
Schwab
1000 Index Fund
|
None
|
Schwab
Small-Cap Index Fund
|
$1-$10,000
|
Brokerage Allocation And Other Practices
Portfolio Turnover
For reporting purposes, a
fund’s portfolio turnover rate is calculated by dividing the value of purchases or sales of portfolio securities for the fiscal year, whichever is less, by the monthly average value of portfolio securities the fund owned during the fiscal
year. When making the calculation, all securities whose maturities at the time of acquisition were one year or less (short-term securities) are excluded.
A 100% portfolio turnover rate would occur, for
example, if all portfolio securities (aside from short-term securities) were sold and either repurchased or replaced once during the fiscal year.
Typically, funds with high turnover (such as 100%
or more) tend to generate higher capital gains and transaction costs, such as brokerage commissions.
Variations in turnover rate may be due to a
fluctuating volume of shareholder purchase and redemption orders, market conditions, and/or changes in the investment adviser’s investment outlook.
The portfolio turnover rate for each of the funds
for the past two fiscal years is as follows.
Fund
|
2015
|
2014
|
Schwab
S&P 500 Index Fund
|
2%
|
2%
|
Schwab
1000 Index Fund
|
4%
|
4%
|
Schwab
Small-Cap Index Fund
|
17%
|
12%
|
Schwab
Total Stock Market Index Fund
|
2%
|
1%
|
Schwab
International Index Fund
|
7%
|
2%
|
Portfolio
Holdings Disclosure
The trusts’ Board has approved policies and
procedures that govern the timing and circumstances regarding the disclosure of fund portfolio holdings information to shareholders and third parties. These policies and procedures are designed to ensure that disclosure of information regarding the
funds’ portfolio securities is in the best interests of fund shareholders, and include procedures to address conflicts between the interests of the funds’ shareholders, on the one hand, and those of the funds’ investment adviser,
principal underwriter or any affiliated person of a fund, its investment adviser or its principal underwriter, on the other. Pursuant to such procedures, the Board has authorized the President of the trusts to authorize the release of the
funds’ portfolio holdings prior to regular public disclosure (as outlined in the prospectus) or regular public filings, as necessary, in conformity with the foregoing principles.
The Board exercises on-going
oversight of the disclosure of fund portfolio holdings by overseeing the implementation and enforcement of the funds’ policies and procedures by the Chief Compliance Officer and by considering reports and recommendations by the Chief
Compliance Officer concerning any material compliance matters. The Board will receive periodic updates, at least annually, regarding entities which were authorized to be provided “early disclosure” of the funds’ portfolio holdings
information and will periodically review any agreements that the trusts have entered into to selectively disclose portfolio holdings.
A complete list of a fund’s portfolio
holdings is published on the fund’s website at www.csimfunds.com/schwabfunds_prospectus, under “Portfolio Holdings”, as discussed in the fund’s prospectus, generally 15-20 days from the calendar quarter end for bond and
equity funds. In addition, a list of the funds’ portfolio holdings as included in their semi-annual report filings is published on the website at www.csimfunds.com/schwabfunds_prospectus, under “Prospectuses & Reports”,
typically 60-80 days after the end of a fund’s fiscal quarter. On the website, the funds also provide on a monthly or quarterly basis information regarding certain attributes of a fund’s portfolio, such as a fund’s top ten
holdings, sector weightings, composition, credit quality and duration and maturity, as applicable. This information is generally updated within 5-25 days after the end of the period. This information on the website is publicly available to all
categories of persons.
Each fund may disclose
portfolio holdings information to certain persons and entities prior to and more frequently than the public disclosure of such information (early disclosure). The President of the trusts may authorize early disclosure of portfolio holdings
information to such parties at differing times and/or with different lag times provided that (a) the President of the trusts determines that the disclosure is in the best interests of the funds and that there are no conflicts of interest between the
funds’ shareholders and funds’ adviser and distributor; and (b) the recipient is, either by contractual agreement or otherwise by law, required to maintain the confidentiality of the information.
Portfolio holdings may be made available on a
selective basis to ratings agencies, certain industry organizations, consultants and other qualified financial professionals when the President of the trusts determines such disclosure meets the requirements noted above and serves a legitimate
business purpose. Agreements entered into with such entities will describe the permitted use of portfolio holdings and provide that, among other customary confidentiality provisions: (i) the portfolio holdings will be kept confidential; (ii) the
person will not trade on the basis of any material non-public information; and (iii) the information will be used only for the purpose described in the agreement.
The funds’ service providers
including, without limitation, the investment adviser, the distributor, the custodian, fund accountant, transfer agent, counsel, auditor, proxy voting service provider, pricing information vendors, trade execution measurement vendors, securities
lending agents, publisher, printer and mailing agent may receive disclosure of portfolio holdings information as frequently as daily in connection with the services they perform for the funds. The names of those service providers to whom the funds
selectively disclose portfolio holdings information will be disclosed in this SAI. CSIM, Glass, Lewis & Co., LLC, State Street and/or BBH, as service providers to the funds, are currently receiving this information on a daily basis. RR
Donnelley, as a service provider to the funds, is currently receiving this information on a quarterly basis. PwC, BFDS and Schwab, as service providers to the funds, receive this information on an as-needed basis. Service providers are subject to a
duty of confidentiality with respect to any portfolio holdings information they receive whether imposed by the confidentiality provisions of the service providers’ agreements with the trusts or by the nature of its relationship with the
trusts. Although certain of the service providers are not under formal confidentiality obligations in connection with disclosure of portfolio holdings, a fund will not continue to conduct business with a service provider who the fund believes is
misusing the disclosed information.
To the extent that a fund invests in an ETF, the
trusts will, in accordance with exemptive orders issued by the SEC to ETF sponsors and the procedures adopted by the Board, promptly notify the ETF in writing of any purchase or acquisition of shares of the ETF that causes the fund to hold (i) 5% or
more of such ETF’s total outstanding voting securities, and (ii) 10% or more of such ETF’s total outstanding voting securities. In addition, CSIM will, upon causing a fund to acquire more than 3% of an open-end ETF’s outstanding
shares, notify the open-end ETF of the investment.
The funds’ policies and
procedures prohibit the funds, the funds’ investment adviser or any related party from receiving any compensation or other consideration in connection with the disclosure of portfolio holdings information.
The funds may disclose non-material information
including commentary and aggregate information about the characteristics of a fund in connection with or relating to a fund or its portfolio securities to any person if such disclosure is for a legitimate business purpose, such disclosure does not
effectively result in the disclosure of the complete portfolio securities of any fund (which can only be disclosed in accordance with the above requirements), and such information does not constitute material non-public information. Such disclosure
does not fall within the portfolio securities disclosure requirements outlined above.
Whether the information constitutes material
non-public information will be made on a good faith determination, which involves an assessment of the particular facts and circumstances. In most cases, commentary or analysis would be immaterial and would not convey any advantage to a recipient in
making a decision concerning a fund. Commentary and analysis include, but are not limited to, the allocation of a fund’s portfolio securities and other investments among various asset classes, sectors, industries and countries, the
characteristics of the stock components and other investments of a fund, the attribution of fund returns by asset class, sector, industry and country, and the volatility characteristics of a fund.
Portfolio Transactions
The investment adviser makes decisions with respect
to the purchase and sale of portfolio securities on behalf of the funds. The investment adviser is responsible for implementing these decisions, including the negotiation of commissions and the allocation of principal business and portfolio
brokerage. Purchases and sales of securities on a stock exchange or certain riskless principal transactions placed on NASDAQ are typically effected through brokers who charge a commission for their services. Purchases and sales of fixed income
securities may be transacted with the issuer, the issuer’s underwriter, or a dealer. The funds do not usually pay brokerage commissions on purchases and sales of fixed income securities, although the price of the securities generally includes
compensation, in the form of a spread or a mark-up or mark-down, which is not disclosed separately. The prices the funds pay to underwriters of newly-issued securities usually include a commission paid by the issuer to the underwriter. Transactions
placed through dealers who are serving as primary market makers reflect the spread between the bid and asked prices. The money market securities in which the funds may invest are traded primarily in the over-the-counter market on a net basis and do
not normally involve either brokerage commissions or transfer taxes. It is expected that the cost of executing portfolio securities transactions of the funds will primarily consist of dealer spreads and brokerage commissions.
The investment adviser seeks to
obtain the best execution for the funds’ portfolio transactions. The investment adviser may take a number of factors into account in selecting brokers or dealers to execute these transactions. Such factors may include, without limitation, the
following: execution price; brokerage commission or dealer spread; size or type of the transaction; nature or character of the markets; clearance or settlement capability; reputation; financial strength and stability of the broker or dealer;
efficiency of execution and error resolution; block trading capabilities; willingness to execute related or unrelated difficult transactions in the future; order of call; ability to facilitate short selling; provision of additional brokerage or
research services or products; whether a broker guarantees that a fund will receive, on aggregate, prices at least as favorable as the closing prices on a given day when adherence to “market-on-close” pricing aligns with fund objectives;
or whether a broker guarantees that a fund will receive the volume-weighted average price (VWAP) for a security for a given trading day (or portion thereof) when the investment adviser believes that VWAP execution is in a fund’s best interest.
In addition, the investment adviser may have incentive sharing arrangements with certain unaffiliated brokers who guarantee market-on-close pricing: on a day when such a broker executes transactions at prices better, on aggregate, than
market-on-close prices, that broker may receive, in addition to his or her standard commission, a portion of the net difference between the actual execution prices and corresponding market-on-close prices for that day.
The investment adviser may cause a fund to pay a
higher commission than otherwise obtainable from other brokers or dealers in return for brokerage or research services or products if the investment adviser believes that such commission is reasonable in relation to the services provided. In
addition to agency transactions, the investment adviser may receive brokerage and research services or products in connection with certain riskless principal transactions, in accordance with applicable SEC and other regulatory guidelines. In both
instances, these services or products may include: company financial data and economic data (e.g., unemployment, inflation rates and GDP figures), stock quotes, last sale prices and trading volumes, research reports analyzing the performance of a
particular company or stock, narrowly distributed trade magazines or technical journals covering specific industries, products, or issuers,
seminars or conferences registration fees which provide substantive
content relating to eligible research, quantitative analytical software and software that provides analyses of securities portfolios, trading strategies and pre/post trade analytics, discussions with research analysts or meetings with corporate
executives which provide a means of obtaining oral advice on securities, markets or particular issuers, short-term custody related to effecting particular transactions and clearance and settlement of those trades, lines between the broker-dealer and
order management systems operated by a third party vendor, dedicated lines between the broker-dealer and the investment adviser’s order management system, dedicated lines providing direct dial-up service between the investment adviser and the
trading desk at the broker-dealer, message services used to transmit orders to broker-dealers for execution, electronic communication of allocation instructions between institutions and broker-dealers, comparison services required by the SEC or
another regulator (e.g., use of electronic confirmation and affirmation of institutional trades), exchange of messages among broker-dealers, custodians, and institutions related to a trade, post-trade matching of trade information, routing
settlement instructions to custodian banks and broker-dealers’ clearing agents, software that provides algorithmic trading strategies, and trading software operated by a broker-dealer to route orders to market centers or direct market access
systems. The investment adviser may use research services furnished by brokers or dealers in servicing all client accounts, and not all services may necessarily be used in connection with the account that paid commissions or spreads to the broker or
dealer providing such services.
The
investment adviser may receive a service from a broker or dealer that has both a “research” and a “non-research” use. When this occurs, the investment adviser will make a good faith allocation, under all the circumstances,
between the research and non-research uses of the service. The percentage of the service that is used for research purposes may be paid for with client commissions or spreads, while the investment adviser will use its own funds to pay for the
percentage of the service that is used for non-research purposes. In making this good faith allocation, the investment adviser faces a potential conflict of interest, but the investment adviser believes that the costs of such services may be
appropriately allocated to their anticipated research and non-research uses.
The investment adviser may purchase for the funds,
new issues of securities in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the investment adviser with research services, in accordance with
applicable rules and regulations permitting these types of arrangements. Generally, the seller will provide research “credits” in these situations at a rate that is higher than that which is available for typical secondary market
transactions. These arrangements may not fall within the safe harbor of Section 28(e) of the 1934 Act.
The investment adviser may place orders directly
with electronic communications networks or other alternative trading systems. Placing orders with electronic communications networks or other alternative trading systems may enable funds to trade directly with other institutional holders. At times,
this may allow funds to trade larger blocks than would be possible trading through a single market maker.
The investment adviser may aggregate securities
sales or purchases among two or more funds. The investment adviser will not aggregate transactions unless it believes such aggregation is consistent with its duty to seek best execution for each affected fund and is consistent with the terms of the
investment advisory agreement for such fund. In any single transaction in which purchases and/or sales of securities of any issuer for the account of a fund are aggregated with other accounts managed by the investment adviser, the actual prices
applicable to the transaction will be averaged among the accounts for which the transaction is effected, including the account of the fund.
In determining when and to what
extent to use Schwab or any other affiliated broker-dealer as its broker for executing orders for the funds on securities exchanges, the investment adviser follows procedures, adopted by the funds’ Board, that are designed to ensure that
affiliated brokerage commissions (if relevant) are reasonable and fair in comparison to unaffiliated brokerage commissions for comparable transactions. The Board reviews the procedures annually and approves and reviews transactions involving
affiliated brokers quarterly.
PROXY VOTING
The Board has delegated the
responsibility for voting proxies to CSIM. The trustees have adopted CSIM’s Proxy Voting Policy and Procedures with respect to proxies voted on behalf of the various Schwab Funds portfolios. A description of CSIM’s Proxy Voting Policy
and Procedures is included in Appendix
–
Proxy Voting Policy and Procedures.
The trusts are required to disclose annually a
fund’s complete proxy voting record on Form N-PX. A fund’s proxy voting record for the most recent 12 month period ended June 30th is available by visiting the Schwab website at www.csimfunds.com/schwabfunds_prospectus. A fund’s
Form N-PX will also be available on the SEC’s website at www.sec.gov.
Brokerage Commissions
For each of the last three fiscal years, the funds
paid the following brokerage commissions. Variances in brokerage commissions paid by a fund from year to year are due to increases and decreases in portfolio turnover in response to asset flows.
Funds
|
2015
|
2014
|
2013
|
Schwab
S&P 500 Index Fund
|
$263,106
|
$143,968
|
$320,077
|
Schwab
1000 Index Fund
|
$114,727
|
$100,144
|
$143,778
|
Schwab
Small-Cap Index Fund
|
$206,030
|
$111,326
|
$116,295
|
Schwab
Total Stock Market Index Fund
|
$115,269
|
$109,955
|
$130,345
|
Schwab
International Index Fund
|
$212,961
|
$172,649
|
$135,367
|
Regular
Broker-Dealers
A fund’s regular
broker-dealers during its most recent fiscal year are: (1) the ten broker-dealers that received the greatest dollar amount of brokerage commissions from the fund; (2) the ten broker-dealers that engaged as principal in the largest dollar amount of
portfolio transactions; and (3) the ten broker-dealers that sold the largest dollar amount of the fund’s shares. During the fiscal year ended October 31, 2015, certain of the funds held securities issued by their respective regular
broker-dealers, as indicated below (as of October 31, 2015).
Fund
|
Regular
Broker-Dealer
|
Value
of Holdings
|
Schwab
S&P 500 Index Fund
|
J.P.
Morgan Securities LLC
|
$399,070,654
|
Wells
Fargo Securities, LLC
|
$295,252,977
|
Merrill
Lynch, Pierce, Fenner & Smith, Inc.
|
$205,182,669
|
Bank
of New York Mellon Corp.
|
$53,639,910
|
Charles
Schwab & Co., Inc.
|
$42,803,720
|
State
Street Bank & Trust Co.
|
$32,914,794
|
Schwab
1000 Index Fund
|
Wells
Fargo Securities, LLC
|
$79,423,163
|
Merrill
Lynch, Pierce, Fenner & Smith, Inc.
|
$54,992,104
|
Goldman
Sachs & Co.
|
$23,706,000
|
Charles
Schwab & Co., Inc.
|
$11,453,088
|
Schwab
Small-Cap Index Fund
|
Sumitomo
Mitsui Banking Corp.
|
$10,766,144
|
Investment
Technology Group, Inc.
|
$884,793
|
KCG
Americas, LLC
|
$664,231
|
Fund
|
Regular
Broker-Dealer
|
Value
of Holdings
|
Schwab
Total Stock Market Index Fund
|
Wells
Fargo Securities, LLC
|
$71,963,291
|
J.P.
Morgan Securities LLC
|
$46,745,923
|
Australia
& New Zealand Banking Group Ltd.
|
$44,948,979
|
Merrill
Lynch, Pierce, Fenner & Smith, Inc.
|
$34,434,255
|
Charles
Schwab & Co., Inc.
|
$7,328,646
|
State
Street Bank & Trust Co.
|
$5,448,240
|
Stifel
Nicolaus & Co., Inc.
|
$523,608
|
Investment
Technology Group, Inc.
|
$128,881
|
Schwab
International Index Fund
|
HSBC
Securities (USA), Inc.
|
$34,023,230
|
Mitsubishi
UFJ Securities (USA), Inc.
|
$18,855,142
|
Banco
Santander
|
$17,860,836
|
UBS
Securities LLC
|
$16,282,261
|
BNP
Paribas Securities Corp.
|
$14,308,271
|
Sumitomo
Mitsui Banking Corp.
|
$14,194,432
|
Barclays
Capital, Inc.
|
$13,318,521
|
ING
Capital Markets LLC
|
$12,571,503
|
Australia
& New Zealand Banking Group Ltd.
|
$11,970,769
|
Credit
Suisse Securities (USA) LLC
|
$8,885,657
|
SG
Americas Securities, LLC
|
$7,457,478
|
DNB
Markets, Inc.
|
$6,614,885
|
DBS
Group Holdings Ltd.
|
$4,858,339
|
Macquarie
Capital (USA) Inc.
|
$4,102,063
|
Skandinaviska
Enskilda Banken
|
$3,614,715
|
RBS
Securities, Inc.
|
$3,587,712
|
Description Of The TRUSTS
Each fund, except the Schwab 1000 Index
Fund, is a series of Schwab Capital Trust, an open-end management investment company organized as a Massachusetts business trust on May 7, 1993. The Schwab 1000 Index Fund is a series of Schwab Investments, an
open-end investment management company organized as a Massachusetts business trust on October 26, 1990.
The funds may hold special shareholder meetings,
which may cause the funds to incur non-routine expenses. These meetings may be called for purposes such as electing trustees, changing fundamental policies and amending management contracts. Shareholders are entitled to one vote for each share owned
and may vote by proxy or in person. Proxy materials will be mailed to shareholders prior to any meetings, and will include a voting card and information explaining the matters to be voted upon.
The bylaws of each trust provide that a majority of
shares entitled to vote shall be a quorum for the transaction of business at a shareholders’ meeting, except that where any provision of law, or of the Declaration of Trust or of the bylaws permits or requires that (1) holders of any series
shall vote as a series, then a majority of the aggregate number of shares of that series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that
series, or (2) holders of any
class shall vote as a class, then a majority of the aggregate number of shares of that class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that class. Any lesser number shall be sufficient for
adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Each Declaration of Trust specifically authorizes the Board to terminate the
trust (or any of its funds) by notice to the shareholders without shareholder approval.
Under Massachusetts law, shareholders of a
Massachusetts business trust could, under certain circumstances, be held personally liable for the trust’s obligations. Each Declaration of Trust, however, disclaims shareholder liability for the trust’s acts or obligations and requires
that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the trust or the trustees. In addition, each Declaration of Trust provides for indemnification out of the property of an investment
portfolio in which a shareholder owns or owned shares for all losses and expenses of such shareholder or former shareholder if he or she is held personally liable for the obligations of the trust solely by reason of being or having been a
shareholder. Moreover, each trust will be covered by insurance, which the trustees consider adequate to cover foreseeable tort claims. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered remote,
because it is limited to circumstances in which a disclaimer is inoperative and the trust itself is unable to meet its obligations. There is a remote possibility that a fund could become liable for a misstatement in the prospectus or SAI about
another fund.
As more fully described in each
Declaration of Trust, the trustees may each year, or more frequently, distribute to the shareholders of each series accrued income less accrued expenses and any net realized capital gains less accrued expenses. Distributions of each year’s
income of each series shall be distributed pro rata to shareholders in proportion to the number of shares of each series held by each of them. Distributions will be paid in cash or shares or a combination thereof as determined by the trustees.
Distributions paid in shares will be paid at the net asset value as determined in accordance with the bylaws.
Any series of a trust may reorganize or merge with
one or more other series of the trusts or of another investment company. Any such reorganization or merger shall be pursuant to the terms and conditions specified in an agreement and plan of reorganization authorized and approved by the trustees and
entered into by the relevant series in connection therewith. In addition, such reorganization or merger may be authorized by vote of a majority of the trustees then in office and, to the extent permitted by applicable law and the applicable
Declaration of Trust, without the approval of shareholders of any series.
PURCHASE, REDEMPTION, DELIVERY OF
SHAREHOLDER
DOCUMENTS AND PRICING OF SHARES
Purchasing and Redeeming Shares of the Funds
The funds are open each day that
the NYSE is open. The NYSE’s trading session is normally conducted from 9:30 a.m. until 4:00 p.m. Eastern time, Monday through Friday, although some days, such as in advance of and following holidays, the NYSE’s trading session closes
early. The following holiday closings are currently scheduled for 2016-2017: New Year’s Day (observed), Martin Luther King Jr.’s Birthday, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day (observed). Only orders that are received in good order by a fund’s transfer agent no later than the time specified by the trust will be executed that day at the fund’s share price calculated that day. On any day that
the NYSE closes early, the funds reserve the right to advance the time by which purchase, redemption and exchange orders must be received by the funds’ transfer agent that day in order to be executed that day at that day’s share price.
If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the funds reserve the right to treat such day
as a business day and accept purchase and redemption orders and calculate their share price as of the normally scheduled close of regular trading on the NYSE for that day.
The funds have authorized one or more brokers to
accept on their behalf purchase and redemption orders. Such brokers have also been authorized to designate other intermediaries to accept purchase and redemption orders on the funds’ behalf. The funds will be deemed to have received a purchase
or redemption order when an authorized broker
or, if applicable, a broker’s authorized designee, receives
such order. Such orders will be priced at the respective fund’s net asset value per share next determined after such orders are received by an authorized broker or the broker’s authorized designee.
As long as the funds or Schwab
follow reasonable procedures to confirm that an investor’s telephone or internet order is genuine, they will not be liable for any losses the investor may experience due to unauthorized or fraudulent instructions. These procedures may include
requiring a form of personal identification or other confirmation before acting upon any telephone or internet order, providing written confirmation of telephone or internet orders and tape recording all telephone orders.
Share certificates will not be issued in order to
avoid additional administrative costs, however, share ownership records are maintained by Schwab, other authorized financial intermediaries or, for direct shareholders, by the funds’ transfer agent.
Each trust’s Declaration of Trust provides
that shares may be automatically redeemed if held by a shareholder in an amount less than the minimum required by each fund. Each fund’s minimum initial investments and minimum balance requirements, if any, are set forth in the prospectus. The
minimums may be changed without prior notice.
As explained in more detail in the funds’
prospectus, each fund that charges a redemption fee reserves the right to waive its early redemption fee for certain tax-advantaged retirement plans or charitable giving funds, certain fee-based or wrap programs, or in other circumstances when the
funds’ officers determine that such a waiver is in the best interest of a fund and its shareholders.
Each of the funds has made an
election with the SEC to pay in cash all redemptions requested by any shareholder of record limited in amount during any 90-day period to the lesser of $250,000 or 1% of its net assets at the beginning of such period. This election is irrevocable
without the SEC’s prior approval. Redemption requests in excess of these limits may be paid, in whole or in part, in investment securities or in cash, as the Board may deem advisable. Payment will be made wholly in cash unless the Board
believes that economic or market conditions exist that would make such payment a detriment to the best interests of a fund. If redemption proceeds are paid in investment securities, such securities will be valued as set forth in “Pricing of
Shares.” A redeeming shareholder would normally incur transaction costs if he or she were to convert the securities to cash.
Each fund is designed for long-term investing.
Because short-term trading activities can disrupt the smooth management of a fund and increase its expenses, each fund reserves the right, in its sole discretion, to refuse any purchase or exchange order, or large purchase or exchange orders,
including any purchase or exchange order which appears to be associated with short-term trading activities or “market timing.” Because market timing decisions to buy and sell securities typically are based on an individual
investor’s market outlook, including such factors as the perceived strength of the economy or the anticipated direction of interest rates, it is difficult for a fund to determine in advance what purchase or exchange orders may be deemed to be
associated with market timing or short-term trading activities. The funds and Schwab reserve the right to refuse any purchase or exchange order, including large orders that may negatively impact their operations. More information regarding the
funds’ policies regarding “market timing” is included in the funds’ prospectus.
In certain circumstances, shares of a fund may be
purchased “in kind” (i.e., in exchange for securities, rather than for cash). The securities tendered as part of an in-kind purchase must be liquid securities that are not restricted as to transfer and have a value that is readily
ascertainable as evidenced by a listing on the American Stock Exchange, the NYSE, or NASDAQ. Securities accepted by the fund will be valued, as set forth in the fund’s prospectus, as of the time of the next determination of net asset value
after such acceptance. The shares of the fund that are issued to the shareholder in exchange for the securities will be determined as of the same time. All dividend, subscription, or other rights that are reflected in the market price of accepted
securities at the time of valuation become the property of the fund and must be delivered to the fund by the investor upon receipt from the issuer. A fund will not accept securities in exchange for its shares unless such securities are, at the time
of the exchange, eligible to be held by the fund and satisfy such other conditions as may be imposed by the fund’s investment adviser.
Exchanging Shares of the Funds
Methods to purchase and redeem shares of a fund are
set forth in the funds’ prospectus. An exchange order involves the redemption of all or a portion of the shares of one Schwab Fund or Laudus MarketMasters Fund and the simultaneous purchase of shares of another Schwab Fund or Laudus
MarketMasters Fund. Exchange orders must meet the minimum investment and any other requirements of the fund or class purchased. Exchange orders may not be executed between shares of Sweep Investments
®
and shares of non-Sweep Investments. Shares of Sweep Investments may be bought and sold automatically pursuant to the terms and conditions of your
Schwab account agreement or by direct order as long as you meet the minimums for direct investments. In addition, different exchange policies may apply to Schwab Funds
®
that are bought and sold through third-party investment providers and the exchange privilege between Schwab Funds may not be available through
third-party investment providers.
The funds
and Schwab reserve certain rights with regard to exchanging shares of the funds. These rights include the right to: (i) refuse any purchase or exchange order that may negatively impact a fund’s operations; (ii) refuse orders that appear to be
associated with short-term trading activities; and (iii) materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders.
Delivery of Shareholder Documents
Typically once a year, an updated
prospectus will be mailed to shareholders describing each fund’s investment strategies, risks and shareholder policies. Twice a year, financial reports will be mailed to shareholders describing each fund’s performance and investment
holdings. To eliminate duplicate mailings of shareholder documents, each household may receive one copy of these documents, under certain conditions. This practice is commonly called “householding.” If you want to receive multiple
copies, you may write or call your fund at the address or telephone number on the front of this SAI or contact the financial intermediary through which you hold fund shares. Your instructions will be effective within 30 days of receipt by a fund or
other date as communicated by the financial intermediary.
Pricing of Shares
Each business day, the funds
calculate their share price, net asset value per share or NAV, as of the close of the NYSE (generally 4:00 p.m. Eastern time). This means that NAVs are calculated using the values of a fund’s portfolio securities as of the close of the NYSE.
Such values are required to be determined in one of two ways: securities for which market quotations are readily available are required to be valued at current market value; and securities for which market quotations are not readily available or the
investment adviser deems to be unreliable are required to be valued at fair value using procedures approved by the Board. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or
the NYSE has an unscheduled early closing on a day it has opened for business, the funds reserve the right to treat such day as a business day and accept purchase and redemption orders and calculate their share price as of the normally scheduled
close of regular trading on the NYSE for that day.
Shareholders of funds that invest in foreign
securities should be aware that because foreign markets are often open on weekends and other days when the funds are closed, the value of some of a fund’s securities may change on days when it is not possible to buy or sell shares of the fund.
The funds use approved pricing sources to provide values for their portfolio securities. Current market values are generally determined by the approved pricing sources as follows: generally securities traded on exchanges, excluding the NASDAQ
National Market System, are valued at the last-quoted sales price on the exchange on which such securities are primarily traded, or, lacking any sales, at the mean between the bid and ask prices; generally securities traded in the over-the-counter
market are valued at the last reported sales price that day, or, if no sales are reported, at the mean between the bid and ask prices. Generally securities listed on the NASDAQ National Market System are valued in accordance with the NASDAQ Official
Closing Price. In addition, securities that are primarily traded on foreign exchanges are generally valued at the official closing price or last sales price on the exchange where the securities are principally traded with these values then
translated into U.S. dollars at the current exchange rate. Fixed income securities normally are valued based on valuations provided by approved pricing sources. Securities may be fair valued pursuant to procedures approved by the funds’ Board
when a security is de-listed or its trading is halted or suspended; when a security’s primary pricing
source is unable or unwilling to
provide a price; when a security’s primary trading market is closed during regular market hours; when a security’s value is materially affected by events occurring after the close of the security’s primary trading market; or a
furnished price appears manifestly incorrect. The Board regularly reviews fair value determinations made by the funds pursuant to the procedures.
Taxation
This discussion of U.S. federal income tax
consequences is based on the Internal Revenue Code and the regulations issued thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed
herein, and may have a retroactive effect with respect to the transactions contemplated herein.
Federal Tax Information for the
Funds
It is each fund’s policy to
qualify for taxation as a “regulated investment company” (RIC) by meeting the requirements of Subchapter M of the Internal Revenue Code. By qualifying as a RIC, each fund expects to eliminate or reduce to a nominal amount the federal
income tax to which it is subject. If a fund does not qualify as a RIC under the Internal Revenue Code, it will be subject to federal income tax on its net investment income and any net realized capital gains. In addition, each fund could be
required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before requalifying as a RIC.
Each fund is treated as a separate entity for
federal income tax purposes and is not combined with the trusts’ other funds. Each fund intends to qualify as a RIC so that it will be relieved of federal income tax on that part of its income that is distributed to shareholders. In order to
qualify for treatment as a RIC, a fund must, among other requirements, distribute annually to its shareholders an amount at least equal to the sum of 90% of its investment company taxable income (generally, net investment income plus the excess, if
any, of net short-term capital gain over net long-term capital losses) and 90% of its net tax-exempt income. Among these requirements are the following: (i) at least 90% of a fund’s gross income each taxable year must be derived from
dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such stock or securities or
currencies and net income derived from an interest in a qualified publicly traded partnership; (ii) at the close of each quarter of a fund’s taxable year, at least 50% of the value of its total assets must be represented by cash and cash
items, U.S. government securities, securities of other RICs and other securities, with such other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of a fund’s assets and that does not
represent more than 10% of the outstanding voting securities of such issuer; and (iii) at the close of each quarter of a fund’s taxable year, not more than 25% of the value of its assets may be invested in securities (other than U.S.
government securities or the securities of other RICs) of any one issuer or of two or more issuers and which are engaged in the same, similar, or related trades or businesses if the fund owns at least 20% of the voting power of such issuers, or the
securities of one or more qualified publicly traded partnerships.
Certain master limited partnerships may qualify as
“qualified publicly traded partnerships” for purposes of the Subchapter M diversification rules described above. In order to do so, the master limited partnership must satisfy two requirements during the taxable year. First, the
interests of such partnership either must be traded on an established securities market or must be readily tradable on a secondary market (or the substantial equivalent thereof). Second, less than 90% of the partnership’s gross income can
consist of dividends, interest, payments with respect to securities loans, or gains from the sale or other disposition of stock or securities or foreign currencies, or other income derived with respect to its business of investing in such stock
securities or currencies.
The Internal
Revenue Code imposes a non-deductible excise tax on RICs that do not distribute in a calendar year (regardless of whether they otherwise have a non-calendar taxable year) an amount equal to 98% of their “ordinary income” (as defined in
the Internal Revenue Code) for the calendar year plus 98.2% of their net capital gain for the one-year period ending on October 31 of such calendar year, plus any undistributed amounts from prior years. The non-deductible excise tax is equal to 4%
of the deficiency. For the foregoing purposes, a fund is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year and certain amounts with respect to which estimated taxes are
paid in such calendar year. A fund may in certain
circumstances be required to liquidate fund investments to make
sufficient distributions to avoid federal excise tax liability at a time when the investment adviser might not otherwise have chosen to do so, and liquidation of investments in such circumstances may affect the ability of a fund to satisfy the
requirements for qualification as a RIC.
A
fund’s transactions in futures contracts, forward contracts, foreign currency exchange transactions, options and certain other investment and hedging activities may be restricted by the Internal Revenue Code and are subject to special tax
rules. In a given case, these rules may accelerate income to a fund, defer its losses, cause adjustments in the holding periods of a fund’s assets, convert short-term capital losses into long-term capital losses or otherwise affect the
character of a fund’s income. These rules could therefore affect the amount, timing and character of distributions to shareholders. Each fund will endeavor to make any available elections pertaining to these transactions in a manner believed
to be in the best interest of a fund and its shareholders.
Each fund is required for federal income tax
purposes to mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and
options contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. Each fund may be
required to defer the recognition of losses on futures contracts, options contracts and swaps to the extent of any unrecognized gains on offsetting positions held by the fund. It is anticipated that any net gain realized from the closing out of
futures or options contracts will be considered gain from the sale of securities and therefore will be qualifying income for purposes of the 90% requirement described above. Each fund distributes to shareholders at least annually any net capital
gains which have been recognized for federal income tax purposes, including unrealized gains at the end of the fund’s fiscal year on futures or options transactions. Such distributions are combined with distributions of capital gains realized
on the fund’s other investments and shareholders are advised on the nature of the distributions.
With respect to investments in
zero coupon or other securities which are sold at original issue discount and thus do not make periodic cash interest payments, a fund will be required to include as part of its current income the imputed interest on such obligations even though the
fund has not received any corresponding interest payments on such obligations during that period. Because each fund distributes all of its net investment income to its shareholders, a fund may have to sell fund securities to distribute such imputed
income which may occur at a time when the adviser would not have chosen to sell such securities and which may result in taxable gain or loss.
Federal Income Tax Information for
Shareholders
The discussion of federal income
taxation presented below supplements the discussion in each fund’s prospectus and only summarizes some of the important federal tax considerations generally affecting shareholders of the funds. Accordingly, prospective investors (particularly
those not residing or domiciled in the United States) should consult their own tax advisors regarding the consequences of investing in the funds.
Any dividends declared by a fund in October,
November or December and paid the following January are treated, for tax purposes, as if they were received by shareholders on December 31 of the year in which they were declared. In general, distributions by a fund of investment company taxable
income (including net short-term capital gains), if any, whether received in cash or additional shares, will be taxable to you as ordinary income. A portion of these distributions may be treated as qualified dividend income (eligible for the reduced
rates to individuals as described below) to the extent that a fund receives qualified dividend income. Qualified dividend income is, in general, dividend income from taxable domestic corporations and certain foreign corporations (e.g., foreign
corporations incorporated in a possession of the United States or in certain countries with a comprehensive tax treaty with the United States, or the stock of which is readily tradable on an established securities market in the United States). A
dividend will not be treated as qualified dividend income to the extent that (i) the shareholder has not held the shares of the fund on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is 60
days before the date on which the shares of the fund become ex-dividend with respect to such dividend (and the fund must also satisfy those holding period requirements with respect to the securities it holds that paid the dividends distributed to
the shareholder), (ii) the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to substantially similar or related property, or (iii) the shareholder elects to treat such
dividend as investment income under section 163(d)(4)(B) of the
Internal Revenue Code. Dividends received by each fund from a REIT or another RIC may be treated as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend income received by such REIT or RIC.
It is expected that dividends received by a fund from a REIT and distributed to a shareholder generally will be taxable to the shareholder as ordinary income.
Distributions from net capital gain (if any) that
are reported as capital gains dividends are taxable as long-term capital gains without regard to the length of time the shareholder has held shares of a fund. However, if you receive a capital gains dividend with respect to fund shares held for six
months or less, any loss on the sale or exchange of those shares shall, to the extent of the capital gains dividend, be treated as a long-term capital loss. The maximum individual rate applicable to “qualified dividend income” and
long-term capital gains is generally either 15% or 20%, depending on whether the taxpayer’s income exceeds certain threshold amounts.
Under the Regulated Investment
Company Modernization Act of 2010, net capital losses incurred by a fund in the taxable years after the effective enactment date, December 22, 2010, will not expire. However, such losses must be utilized prior to the losses incurred in the year
preceding enactment. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Post-enactment capital losses arise in fiscal years beginning after the enactment date exclude any elective
post-October capital losses deferred during the period from November 1 to the end of a fund’s fiscal year. In addition, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term losses
rather than short-term as under previous law.
An additional 3.8% Medicare tax is imposed on
certain net investment income (including ordinary dividends and capital gain distributions received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of U.S. individuals, estates and trusts to the extent that
such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.
A fund will inform you of the amount of your
ordinary income dividends and capital gain distributions, if any, at the time they are paid and will advise you of their tax status for federal income tax purposes, including what portion of the distributions will be qualified dividend income,
shortly after the close of each calendar year. For corporate investors in a fund, dividend distributions the fund reports as dividends received from qualifying domestic corporations will be eligible for the 70% corporate dividends-received deduction
to the extent they would qualify if the fund were a regular corporation. Distributions by a fund also may be subject to state, local and foreign taxes, and their treatment under applicable tax laws may differ from the federal income tax
treatment.
A fund will be required in certain
cases to withhold at the applicable withholding rate and remit to the U.S. Treasury the withheld amount of taxable dividends and redemption proceeds paid to any shareholder who (1) fails to provide a correct taxpayer identification number certified
under penalty of perjury; (2) is subject to withholding by the Internal Revenue Service for failure to properly report all payments of interest or dividends; (3) fails to provide a certified statement that he or she is not subject to “backup
withholding;” or (4) fails to provide a certified statement that he or she is a U.S. person (including a U.S. resident alien). Backup withholding is not an additional tax and any amounts withheld may be credited against the shareholder’s
ultimate U.S. tax liability.
Foreign shareholders (i.e.,
nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from net investment income and
short-term capital gains; provided, however, that U.S. source interest related dividends and short-term capital gain dividends generally are not subject to U.S. withholding taxes if a fund elects to make reports with respect to such dividends.
Distributions to foreign shareholders of such short-term capital gain dividends and long-term capital gains, and any gains from the sale or other disposition of shares of a fund, generally are not subject to U.S. taxation, unless the recipient is an
individual who either (1) meets the Internal Revenue Code’s definition of “resident alien” or (2) is physically present in the U.S. for 183 days or more per year. Foreign shareholders may also be subject to U.S. estate taxes with
respect to shares in a fund. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a
tax treaty may be different than those described above. Notwithstanding the foregoing, income, if any, derived by a fund from investments in REITs that hold residual interests in real estate
mortgage investment conduits
(REMICs) may be classified as “excess inclusion income.” With respect to foreign shareholders, no exemption or reduction in withholding tax will apply to such excess inclusion income.
The funds are required to withhold U.S. tax (at a
30% rate) on payments of dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividend made to certain non-U.S. entities that fail to comply with extensive new reporting and withholding requirements designed to
inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the funds to enable the funds to determine whether withholding is required.
Certain tax-exempt shareholders, including
qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k)s, and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income (UBTI).
Under current law, each fund generally serves to block UBTI from being realized by their tax-exempt shareholders. However, notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by virtue of its investment in a fund where, for
example, (i) the fund invests in REITs that hold residual interests in REMICs or (ii) shares in the fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of section 514(b) of the Internal Revenue Code.
Charitable remainder trusts are subject to special rules and should consult their tax advisors. There are no restrictions preventing a fund from holding investments in REITs that hold residual interests in REMICs, and a fund may do so. The Internal
Revenue Service has issued recent guidance with respect to these issues and prospective shareholders, especially charitable remainder trusts, are strongly encouraged to consult with their tax advisors regarding these issues.
Income that the Schwab International Index Fund
receives from sources within various foreign countries may be subject to foreign income taxes withheld at the source. If a fund has more than 50% of its assets invested in foreign securities at the end of its taxable year, it may elect to
“pass through” to its shareholders the ability to take either the foreign tax credit or the deduction for foreign taxes. Pursuant to this election, U.S. shareholders must include in gross income, even though not actually received, their
respective pro rata share of foreign taxes, and may either deduct their pro rata share of foreign taxes (but not for alternative minimum tax purposes) or credit the tax against U.S. income taxes, subject to certain limitations described in Internal
Revenue Code sections 901 and 904. A shareholder who does not itemize deductions may not claim a deduction for foreign taxes. It is expected that the Schwab International Index Fund will have more than 50% of the value of its total assets at the
close of its taxable year invested in foreign securities, and that it will make this election.
The Schwab International Index Fund may invest in a
non-U.S. corporations, one or more of which could be treated as a passive foreign investment company (PFIC) or become a PFIC under the Internal Revenue Code. This could result in adverse tax consequences upon the disposition of, or the receipt of
“excess distributions” with respect to, such equity investments. To the extent a fund does invest in a PFIC, it may be eligible to elect to treat the PFIC as a “qualified electing fund” or mark-to-market its investments in
PFICs annually. In either case, the fund may be required to distribute amounts in excess of realized income and gains. To the extent a fund does invest in foreign securities which are determined to be PFIC securities and is required to pay a tax on
such investments, a credit for this tax would not be allowed to be passed through to the funds’ shareholders. Therefore, the payment of this tax would reduce a fund’s economic return from its PFIC shares, and excess distributions
received with respect to such shares are treated as ordinary income rather than capital gains.
Section 988 of the Internal Revenue Code contains
special tax rules applicable to certain foreign currency transactions and instruments that may affect the amount, timing and character of income, gain or loss recognized by a fund. Under these rules, foreign exchange gain or loss realized by a fund
with respect to foreign currencies and certain futures and options thereon, foreign currency-denominated debt instruments, foreign currency forward contracts, and foreign currency-denominated payables and receivables will generally be treated as
ordinary income or loss, although in some cases elections may be available that would alter this treatment. Foreign currency losses could result in distributions of ordinary income being reclassified as a return of capital for tax purposes.
Under U.S. Treasury regulations, if a shareholder
recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of
portfolio securities are in many cases excepted from this
reporting requirement, but under current guidance, shareholders of
a RIC such as the fund are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal
determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Shareholders are urged to consult their tax
advisors as to the state and local tax rules affecting investments in the funds.
APPENDIX
–
PRINCIPAL HOLDERS OF SECURITIES
Fund
|
Customer
|
Percent
owned
|
Schwab
S&P 500 Index Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
93.72%
|
Charles
Schwab Bank
Omnibus Account
FBO Same Day Exchange FSI2
211 Main Street
San Francisco, CA 94105
|
24.02%
1
|
Schwab
1000 Index Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
95.94%
|
Schwab
Small-Cap Index Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
93.59%
|
Charles
Schwab Bank
Omnibus Account
FBO Same Day Exchange FSI2
211 Main Street
San Francisco, CA 94105
|
12.85%
1
|
Schwab
Total Stock Market Index Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
94.87%
|
Schwab
Charitable Fund
211 Main Street
San Francisco CA 94105
|
7.83%
1
|
Schwab
International Index Fund
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn: Schwab Funds Team N
211 Main Street
San Francisco, CA 94105-1905
|
93.17%
|
Charles
Schwab Bank
Omnibus Account
FBO Same Day Exchange FSI2
211 Main Street
San Francisco, CA 94105
|
19.04%
1
|
1
|
These shares are
held within the Charles Schwab & Co., Inc. account listed elsewhere in the table.
|
Charles Schwab Investment
Management, Inc.
The Charles Schwab Family of Funds
Schwab Investments
Schwab Capital Trust
Schwab Annuity Portfolios
Laudus Trust
Schwab Strategic Trust
PROXY VOTING POLICY AND PROCEDURES
AS OF MARCH, 2016
Charles Schwab
Investment Management, Inc. (“CSIM”), as an investment adviser, is generally responsible for voting proxies with respect to the securities held in accounts of investment companies and other clients for which it provides discretionary
investment management services. CSIM’s Proxy Committee exercises and documents CSIM’s responsibility with regard to voting of client proxies (the “Proxy Committee”). The Proxy Committee is composed of representatives of
CSIM’s Fund Administration, Portfolio Management, and Legal Departments, and chaired by CSIM’s Chief Investment Officer, Equities or his/her delegate. The Proxy Committee reviews and may amend periodically these policies. The policies
stated in these Proxy Voting Policy and Procedures (the “Proxy Policies”) pertain to all of CSIM’s clients.
The Boards of Trustees (the
“Board”) of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, and Schwab Annuity Portfolios (“Schwab Funds”), Laudus Trust (“Laudus Funds”) and Schwab Strategic Trust (“Schwab
ETFs”; collectively with the Schwab Funds and Laudus Funds, the “Funds”) have delegated the responsibility for voting proxies to CSIM through their respective investment advisory agreements. The Board has adopted these Proxy
Policies with respect to proxies voted on behalf of the various series of the Schwab Funds, Laudus Funds, and Schwab ETFs. CSIM will present amendments to the Board for approval. However, there may be circumstances where the Proxy Committee deems it
advisable to amend these Proxy Policies between regular Schwab Funds, Laudus Funds and Schwab ETFs Board meetings. In such cases, the Board will be asked to ratify any changes at the next regular meeting of the Board.
To assist CSIM in its responsibility for
voting proxies and the overall proxy voting process, CSIM has retained Glass Lewis & Co. (“Glass Lewis”) as an expert in the proxy voting and corporate governance area. The services provided by Glass Lewis include in-depth research,
global issuer analysis, and voting recommendations as well as vote execution, reporting and record keeping. CSIM may also retain additional experts in the proxy voting and corporate governance area.
The Proxy Committee has the ultimate
responsibility for making the determination of how to vote the shares to seek to maximize the value of that particular holding.
CSIM believes that its role as a
fiduciary is of utmost importance. In voting proxy ballots, CSIM’s ultimate objective is to maximize the value of our clients’ investments by protecting the long-term best interests of shareholders. CSIM believes that directors, as
shareholders’ elected representatives, are best positioned to oversee the management of companies in which CSIM’s clients invest, thereby promoting and protecting its clients’ long-term interests. Therefore, CSIM will generally
support a board of directors’ recommendations unless concerns arise, such as the board’s performance, accountability or management of conflicts of interests.
CSIM invests on behalf of its clients in
companies domiciled all over the world. Since corporate governance standards and best practices differ by country and jurisdiction, the market context is taken into account in the analysis of proposals. Furthermore, there are instances where CSIM
may determine that voting is not in the best interests of its clients (typically due to costs or to trading restrictions) and will refrain from submitting votes.
III.
|
PROXY VOTING GUIDELINES
|
The Proxy
Committee receives and reviews Glass Lewis’ written proxy voting policies and procedures (“Glass Lewis’ Proxy Policies”). Positions on proposals are evaluated by the Proxy Committee in the long-term best interests of
shareholders. Below is a description of CSIM’s guidelines on key proposals for votes on U.S. and Canadian companies. In other circumstances, CSIM generally will utilize the Glass Lewis’ Proxy Policies (which are posted on the
Funds’ website).
A.
|
DIRECTORS AND AUDITORS
|
As a starting point, CSIM expects the
board to be composed of a majority of independent directors and to be responsive to shareholders. CSIM also expects directors that serve on a company’s nominating, compensation or audit committee to be independent.
Factors that may result in a vote against
one or more directors:
• The board is not
majority independent
• Non-independent
directors serve on the nominating, compensation or audit committees
•
Director recently failed to attend at least 75% of meetings or serves on an excessive number of publically traded company boards
•
Directors approved executive compensation schemes that appear misaligned with shareholders’ interests
•
Director recently acted in a manner inconsistent with these Proxy Policies or failed to be responsive to concerns of a majority of shareholders
CSIM typically supports the ratification
of auditors unless CSIM believes that the auditors’ independence may have been compromised.
Factors that may result in a vote against
the ratification of auditors:
• Audit-related fees are
less than half of the total fees paid by the company to the audit firm
• A recent material
restatement of annual financial statements
CSIM generally defers to
management’s recommendation for classified board proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting a shareholder proposal to de-classify a board:
•
The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
•
The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
• The company had
material financial statement restatements
•
The company’s board adopted a shareholder rights plan (also known as a “Poison Pill”) during the past year and did not submit it to shareholders for approval
CSIM generally supports majority voting
proposals when they call for plurality voting standards in contested elections.
CSIM typically supports the concept of
voting rights being proportional to shareholders’ economic stake in the company. Therefore, CSIM will generally not support cumulative voting proposals unless the company has a controlling shareholder or shareholder group and has plurality
voting standards.
CSIM typically does not support proxy
access proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting proxy access:
•
The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
•
The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
• The company had
material financial statement restatements
•
The company’s board adopted a Poison Pill during the past year and did not submit it to shareholders for approval
CSIM believes that the board is typically
best positioned to determine its leadership structure. Therefore, CSIM will typically not support proposals requiring an independent chair unless CSIM has concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting a shareholder proposal requiring an independent chair:
•
The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
•
The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
• The company had
material financial statement restatements
•
The company’s board adopted a Poison Pill during the past year and did not submit it to shareholders for approval
i.
|
Advisory Vote on Executive Compensation and Frequency
|
CSIM generally supports advisory votes on
executive compensation (also known as “Say-On-Pay”) when the compensation scheme appears aligned with shareholder economic interests and lacks problematic features.
Factors that may result in a vote against
Say-On-Pay:
•
Executive compensation is out of line with industry peers considering the company’s performance over time
•
Executive compensation plan includes significant guaranteed bonuses or has a low amount of compensation at risk
•
Executive compensation plan offers excessive perquisites, tax-gross up provisions, or golden parachutes
CSIM typically supports annual advisory
votes on executive compensation.
ii.
|
Equity Compensation Plans
|
CSIM generally supports stock-based
compensation plans when they do not overly dilute shareholders by providing participants with excessive awards and lack problematic features.
Factors that may result in a vote against
Equity Compensation Plans:
• Plan’s total
potential dilution appears excessive
• Plan’s burn rate
appears excessive compared to industry peers
• Plan allows for the
re-pricing of options without shareholder approval
• Plan has an evergreen
feature
iii.
|
Employee Stock Purchase Plans
|
CSIM supports the concept of broad
employee participation in a company’s equity. Therefore, CSIM typically supports employee stock purchase plans when the shares can be purchased at 85% or more of the shares’ market value.
iv.
|
Re-price/Exchange Option Plans
|
CSIM generally only supports
management’s proposals to re-price options when the plan excludes senior management and directors, does not excessively dilute shareholders, and the company has not significantly underperformed its industry peers over time.
i.
|
Shareholder Rights Plans (“Poison Pills”)
|
Poison Pills constrain a potential
acquirer’s ability to buy shares in a company above a certain threshold without the approval of the company’s board of directors. While a Poison Pill may help a company in achieving a higher bid, it may also entrench the incumbent
management and board. CSIM believes that shareholders should have the right to approve a Poison Pill within a year of its adoption. CSIM generally votes against Poison Pills that do not have safeguards to protect shareholder interests.
Factors that may result in a vote against
Poison Pills:
•
Plan does not expire in a relatively short time horizon
•
Plan does not have a well-crafted permitted bid or qualified offer feature that mandates shareholder votes in certain situations
• Plan automatically
renews without shareholder approval
• Company’s
corporate governance profile
ii.
|
Right to Call Special Meeting
|
CSIM generally votes against the right of
shareholders to call a special meeting unless the threshold to call a special meeting is 25% or more of shares outstanding to avoid wasting corporate resources.
iii.
|
Right to Act by Written Consent
|
CSIM generally votes against the right of
shareholders to act by written consent if the company already offers shareholders the right the call special meetings. CSIM expects appropriate mechanisms for implementation, including that the threshold to call a special meeting is 25% or more of
shares outstanding.
CSIM generally supports the concept of
simple majority standards to pass proposals.
E.
|
CAPITAL STRUCTURE, MERGERS
AND ACQUISITIONS
|
i.
|
Increase in Authorized Common Shares
|
CSIM typically supports proposals to
increase the authorized shares unless the company does not sufficiently justify the need for the use of the proposed shares.
CSIM generally supports proposals to
create a class of preferred shares with specific voting, dividend, conversion and other rights.
iii.
|
Mergers and Acquisitions
|
CSIM generally supports transactions that
appear to maximize shareholder value. In assessing the proposals, CSIM considers the proposed transaction’s strategic rationale, the offer premium, the board’s oversight of the sales process, and other pertinent factors.
F.
|
ENVIRONMENTAL AND SOCIAL
PROPOSALS
|
Environmental and Social shareholder
proposals typically request companies to change their business practices or to enhance their disclosures. CSIM believes that in most instances, the board is best positioned to evaluate the impact of these proposals on the company’s business.
Therefore, CSIM generally defers to the board’s recommendation unless the proposal has successfully articulated a demonstrable tangible economic impact on shareholder value.
i.
|
Political Contribution Proposals
|
CSIM expects the board of directors to
have an oversight process for political contributions and lobbying proposals. CSIM generally votes against political contribution shareholder proposals unless there is no evidence of board oversight.
A.
|
CONFLICTS OF INTERESTS
|
With respect to
proxies of an underlying affiliated Fund, the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of such Fund (i.e., “echo vote”), unless otherwise required by law. When required by law or
applicable exemptive order, the Proxy Committee will also “echo vote” proxies of an unaffiliated mutual fund or exchange traded fund (“ETF”). For example, certain exemptive orders issued to the Funds by the Securities and
Exchange Commission and Section 12(d)(1)(F) of the Investment Company Act of 1940, as amended, require the Funds, under certain circumstances, to “echo vote” proxies of registered investment companies that serve as underlying investments
of the Funds.
In addition, with respect to holdings of
The Charles Schwab Corporation (“CSC”) (ticker symbol: SCHW), the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of CSC (i.e., “echo vote”), unless otherwise required by
law.
Other than proxies that will be
“echo voted”, proxy issues that present material conflicts of interest between CSIM, and/or any of its affiliates, and CSIM’s clients will be delegated to Glass Lewis to be voted in accordance with CSIM’s Proxy Voting
Guidelines.
B.
|
FOREIGN
SECURITIES/SHAREBLOCKING
|
CSIM has arrangements with Glass Lewis for
the execution of proxy votes. However, voting proxies with respect to shares of foreign securities may involve significantly greater effort and corresponding cost than voting proxies with respect to domestic securities, due to the variety of
regulatory schemes and corporate practices in foreign countries with respect to proxy voting. Problems voting foreign proxies may include the following:
• proxy statements and
ballots written in a foreign language;
• untimely and/or
inadequate notice of shareholder meetings;
• restrictions of
foreigner’s ability to exercise votes;
• requirements to vote
proxies in person;
• requirements to
provide local agents with power of attorney to facilitate CSIM’s voting instructions.
In consideration of the foregoing issues,
Glass Lewis uses its best efforts to vote foreign proxies. As part of its ongoing oversight, the Proxy Committee will monitor the voting of foreign proxies to determine whether all reasonable steps are taken to vote foreign proxies. If the Proxy
Committee determines that the cost associated with the attempt to vote outweighs the potential benefits clients may derive from voting, the Proxy Committee may decide not to attempt to vote. In addition, certain foreign countries impose restrictions
on the sale of securities for a period of time before and/or after the shareholder meeting. To avoid these trading restrictions, the Proxy Committee instructs Glass Lewis not to vote such foreign proxies.
Certain of the
Funds enter into securities lending arrangements with lending agents to generate additional revenue for their portfolios. In securities lending arrangements, any voting rights that accompany the loaned securities generally pass to the borrower of
the securities, but the lender retains the right to recall a security and may then exercise the security’s voting rights. In order to vote the proxies of securities out on loan, the securities must be recalled prior to the established record
date. CSIM will use its best efforts to recall a Fund’s securities on loan and vote such securities’ proxies if (a) the proxy relates to a special meeting of shareholders of the issuer (as opposed to the issuer's annual meeting of
shareholders), or (b) the Fund owns more than 5% of the outstanding shares of the issuer. Further, it is CSIM's policy to use its best efforts to recall securities on loan and vote such securities’ proxies if CSIM determines that the proxies
involve a material event affecting the loaned securities. CSIM may utilize third-party service providers to assist it in identifying and evaluating whether an event is material. CSIM may also recall securities on loan and vote such securities’
proxies in its discretion.
D.
|
SUB-ADVISORY RELATIONSHIPS
|
Where CSIM has
delegated day-to-day investment management responsibilities to an investment sub-adviser, CSIM may (but generally does not) delegate proxy voting responsibility to such investment sub-adviser. Each sub-adviser to whom proxy voting responsibility has
been delegated will be required to review all proxy solicitation material and to exercise the voting rights associated with the securities it has been allocated in the best interest of each investment company and its shareholders, or other client.
Prior to
delegating the proxy voting responsibility, CSIM will
review each sub-adviser’s proxy voting policy to determine whether it believes that each sub-adviser’s proxy voting policy is generally consistent with the maximization of the value of CSIM’s clients’ investments by
protecting the long-term best interest of shareholders.
E.
|
REPORTING AND RECORD
RETENTION
|
CSIM
will maintain, or cause Glass Lewis to maintain, records that identify the manner in which proxies have been voted (or not voted) on behalf of CSIM clients. CSIM will comply with all applicable rules and regulations regarding disclosure of its or
its clients’ proxy voting records and procedures.
CSIM will retain all proxy voting materials
and supporting documentation as required under the Investment Advisers Act of 1940 and the rules and regulations thereunder.
Statement Of Additional Information
Schwab Capital Trust
LAUDUS
MARKETMASTERS FUNDS
®
|
Laudus
Small-Cap MarketMasters Fund™
|
Investor
Shares: SWOSX
|
Select
Shares
®
: SWMSX
|
Laudus
International MarketMasters Fund™
|
Investor
Shares: SWOIX
|
Select
Shares
®
: SWMIX
|
February 25, 2016
This Statement of Additional Information (SAI) is
not a prospectus. It should be read in conjunction with the funds' prospectus dated February 25, 2016.
The funds' audited financial statements and the
report of the independent registered public accounting firm thereon from the funds’ annual report for the fiscal year ended October 31, 2015, are incorporated by reference into this SAI.
For a free copy of any of these documents or to
request other information or ask questions about the funds, please contact Schwab at 1-800-435-4000. For TDD service, call 1-800-345-2550. In addition, you may visit the Laudus Funds’ web site at www.csimfunds.com/laudusfunds_prospectus for a
free copy of a prospectus, SAI or an annual or semi-annual report.
Each fund is a series of Schwab Capital Trust (the
trust).
INVESTMENT OBJECTIVES
Laudus Small-Cap MarketMasters Fund seeks long-term
capital appreciation.
Laudus International
MarketMasters Fund seeks long-term capital appreciation.
Change of Investment Objective
Each fund’s investment objective may be
changed only by vote of a majority of its outstanding voting shares. A majority of the outstanding voting shares of a fund means the affirmative vote of the lesser of: (a) 67% or more of the voting shares represented at the meeting, if more than 50%
of the outstanding voting shares of a fund are represented at the meeting or (b) more than 50% of the outstanding voting shares of a fund.
There is no guarantee the funds will achieve their
objectives.
Investment Policies of the
Funds
It is the Laudus Small-Cap
MarketMasters Fund’s policy that, under normal circumstances, it will invest at least 80% of its net assets in equity securities of companies with small market capitalizations or investments with similar economic characteristics, such as
futures. The fund will notify its shareholders at least 60 days before changing this policy. For purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes. Companies with small market
capitalizations generally are those with market capitalizations of $2.5 billion or less, at the time of the fund’s investment, but may include companies with market capitalizations of up to $5 billion, so long as the purchase of those
securities would not cause the average weighted market capitalization of the fund to exceed $3 billion at the time of the fund’s investment.
It is the Laudus International MarketMasters
Fund’s policy that, under normal circumstances, it will invest a substantial amount of its assets in equity securities of companies outside the United States. The fund expects to invest in companies across all market capitalization ranges. The
fund typically focuses on developed markets, but may invest in companies from emerging markets as well.
Investment Strategies, Securities And
RISKS
The funds’ investment
adviser, Charles Schwab Investment Management, Inc. (CSIM), acts as “manager of managers” for the funds. In this role, CSIM, subject to approval by the funds’ Board of Trustees, hires sub-advisers (investment managers or
sub-advisers) to manage portions of the funds’ assets.
The different types of investments that the funds
typically may invest in, the investment techniques they may use and the risks normally associated with these investments are discussed below. The following investment policies, securities, strategies, risks and limitations supplement those set forth
in the funds’ prospectus and may be changed without shareholder approval, unless otherwise noted. Also, policies and limitations that state a maximum percentage of assets that may be invested in a security or other asset, or that set forth a
quality standard, shall be measured immediately after and as a result of a fund’s acquisition of such security or asset, unless otherwise noted. Thus, any subsequent change in values, net assets or other circumstances does not require a fund
to sell an investment if it could not then make the same investment.
Not all investment securities or techniques
discussed below are eligible investments for each fund. A fund will make investments that are intended to help achieve its investment objective.
Bankers'
Acceptances
or notes are credit instruments evidencing a bank’s obligation to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay
the full amount of the instrument upon maturity. A fund will invest only in bankers’ acceptances of banks that have capital, surplus and undivided profits in excess of $100 million.
Borrowing.
A fund
may borrow for temporary or emergency purposes; for example, a fund may borrow at times to meet redemption requests rather than sell portfolio securities to raise the necessary cash. A fund’s borrowings will be subject to interest costs.
Borrowing can also involve leveraging when securities are purchased with the borrowed
money. Leveraging creates interest
expenses that can exceed the income from the assets purchased with the borrowed money. In addition, leveraging may magnify changes in the net asset value of a fund’s shares and in its portfolio yield. A fund can avoid leverage by not
purchasing securities while borrowings are outstanding. A fund will earmark or segregate assets to cover such borrowings in accordance with positions of the Securities and Exchange Commission (SEC). If assets used to secure a borrowing decrease in
value, a fund may be required to pledge additional collateral to avoid liquidation of those assets.
Each fund may establish lines-of-credit (lines)
with certain banks by which it may borrow funds for temporary or emergency purposes. A borrowing is presumed to be for temporary or emergency purposes if it is repaid by a fund within 60 days and is not extended or renewed. Each fund may use the
lines to meet large or unexpected redemptions that would otherwise force a fund to liquidate securities under circumstances which are unfavorable to the fund’s remaining shareholders. Each fund will pay a fee to the bank for using the
lines.
Concentration
means that substantial amounts of assets are invested in a particular industry or group of industries. Concentration increases investment exposure to industry risk. For example, the automobile industry may have a
greater exposure to a single factor, such as an increase in the price of oil, which may adversely affect the sale of automobiles and, as a result, the value of the industry’s securities.
Debt Securities
are obligations issued by domestic and foreign entities, including governments and corporations, in order to raise money. They are basically “IOUs,” but are commonly referred to as bonds or money market
securities. These securities normally require the issuer to pay a fixed, variable or floating rate of interest on the amount of money borrowed (principal) until it is paid back upon maturity.
Debt securities experience price changes when
interest rates change. For example, when interest rates fall, the prices of debt securities generally rise. Conversely, when interest rates rise, the prices of debt securities generally fall. Certain debt securities have call features that allow
issuers to redeem their outstanding debts prior to final maturity. Depending on the call feature, an issuer may pre-pay its outstanding debts and issue new ones paying lower interest rates. This is more likely to occur in a falling interest rate
environment. In a rising interest rate environment, prepayment on outstanding debt securities is less likely to occur. This is known as extension risk and may cause the value of debt securities to depreciate as a result of the higher market interest
rates. Typically, longer-maturity securities react to interest rate changes more severely than shorter-term securities (all things being equal), but generally offer greater rates of interest. If an issuer redeems its debt securities prior to final
maturity, a fund may have to replace these securities with lower yielding securities, which could result in a lower return.
A change in the Federal
Reserve’s monetary policy (or that of other central banks) or improving economic conditions, among other things, may lead to an increase in interest rates, which could significantly impact the value of debt securities in which a fund invests.
A sharp rise in interest rates could cause a fund’s share price to fall. Some debt securities, such as bonds with longer durations, are more sensitive to interest rate changes than others and may experience an immediate and considerable
reduction in value if interest rates rise. Longer duration securities tend to be more volatile than shorter duration securities. As the values of debt securities in a fund’s portfolio adjust to a rise in interest rates, the fund’s share
price may fall. In the event that a fund holds a large portion of its portfolio in longer duration securities when interest rates increase, the share price of the fund may fall significantly.
Debt securities also are subject to the risk that
the issuers will not make timely interest and/or principal payments or fail to make them at all. This is called credit risk. Corporate debt securities (bonds) tend to have higher credit risk generally than U.S. government debt securities. Debt
securities also may be subject to price volatility due to market perception of future interest rates, the creditworthiness of the issuer and general market liquidity (market risk). Investment-grade debt securities are considered medium- and/or
high-quality securities, although some still possess varying degrees of speculative characteristics and risks. Debt securities rated below investment-grade are riskier, but may offer higher yields. These securities are sometimes referred to as high
yield securities or “junk bonds.”
Corporate bonds are debt securities issued by
corporations. Although a higher return is expected from corporate bonds, these securities, while subject to the same general risks as U.S. government securities, are subject to greater credit risk than U.S. government securities. Their prices may be
affected by the perceived credit quality of their issuer.
Depositary Receipts
include American Depositary Receipts (ADRs) as well as other “hybrid” forms of ADRs, including European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs), and are certificates evidencing ownership of shares of a foreign
issuer. Depositary receipts may be sponsored or unsponsored. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian
bank or similar financial institution in the issuer’s home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to many of the risks associated with investing directly in
foreign securities.
Investments in the securities of
foreign issuers may subject the funds to investment risks that differ in some respects from those related to investments in securities of U.S. issuers. Such risks include future adverse political and economic developments, possible imposition of
withholding taxes on income, possible seizure, nationalization or expropriation of foreign deposits, possible establishment of exchange controls or taxation at the source or greater fluctuation in value due to changes in exchange rates. Foreign
issuers of securities often engage in business practices different from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers. In addition, foreign issuers are, generally
speaking, subject to less government supervision and regulation and different accounting treatment than are those in the United States. Please see the section titled “Foreign Securities” for more detail.
Although the two types of depositary receipt
facilities (unsponsored or sponsored) are similar, there are differences regarding a holder’s rights and obligations and the practices of market participants. A depository may establish an unsponsored facility without participation by (or
acquiescence of) the underlying issuer; typically, however, the depository requests a letter of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of
the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions, and the performance of other
services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the
underlying securities.
Sponsored depositary
receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement
sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend
payment fees of the depository), although most sponsored depositary receipts holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting
instructions, and other shareholder communications and information to the depositary receipt holders at the underlying issuer’s request.
Derivative Instruments
are commonly defined to include securities or contracts whose values depend on (or “derive” from) the value of one or more other assets such as securities, currencies, or commodities. These “other
assets” are commonly referred to as “underlying assets.” The funds may use derivatives, principally futures contracts, primarily to seek returns on a fund’s otherwise uninvested cash assets.
A derivative instrument generally consists of, is
based upon, or exhibits characteristics similar to options or forward contracts. Options and forward contracts are considered to be the basic “building blocks” of derivatives. For example, forward-based derivatives include forward
contracts, as well as exchange-traded futures. Option-based derivatives include privately negotiated, over-the-counter (OTC) options (including caps, floors, collars, and options on forward and swap contracts) and exchange-traded options on futures.
Diverse types of derivatives may be created by combining options or forward contracts in different ways, and applying these structures to a wide range of underlying assets.
Risk management strategies include investment
techniques designed to facilitate the sale of portfolio securities, manage the average duration of the portfolio or create or alter exposure to certain asset classes, such as equity, other debt or foreign securities.
In addition to the derivative instruments and
strategies described in this SAI, the investment adviser or sub-adviser expects to discover additional derivative instruments and other investment, hedging or risk management techniques. The investment adviser or sub-adviser may utilize these new
derivative instruments and techniques to the extent that they are consistent with a fund’s investment objective and permitted by a fund’s investment limitations, operating policies, and applicable regulatory authorities.
The Commodity Futures Trading
Commission (CFTC) regulates the trading of commodity interests, including certain futures contracts, options, and swaps in which a fund may invest. A fund that invests in commodity interests is subject to certain CFTC regulatory requirements,
including certain limits on its trades in futures contracts, options and swaps to qualify for certain exclusions or exemptions from registration requirements. The trust, on behalf of each fund, has filed a notice of eligibility for exclusion from
the definition of the term “commodity pool operator” (CPO) under the Commodity Exchange Act, as amended (CEA), with respect to each fund’s operation. Therefore, each fund and its investment adviser are not subject to regulation as
a commodity pool or CPO under the CEA and the investment adviser is not subject to registration as a CPO. If a fund were no longer able to claim the exclusion, the fund’s investment adviser may be required to register as a CPO and the fund and
its investment adviser would be subject to regulation as a commodity pool or CPO under the CEA. If a fund or its investment adviser is subject to CFTC regulation, it may incur additional expenses.
Options Contracts
generally provide the right to buy or sell a security, commodity, futures contract or foreign currency in exchange for an agreed upon price. If the right is not exercised after a specified period, the option expires and the option buyer forfeits the
money paid to the option seller.
A
call option gives the buyer the right to buy a specified number of shares of a security at a fixed price on or before a specified date in the future. For this right, the call option buyer pays the call option seller, commonly called the call option
writer, a fee called a premium. Call option buyers are usually anticipating that the price of the underlying security will rise above the price fixed with the call writer, thereby allowing them to profit. If the price of the underlying security does
not rise, the call option buyer’s losses are limited to the premium paid to the call option writer. For call option writers, a rise in the price of the underlying security will be offset, in part, by the premium received from the call option
buyer. If the call option writer does not own the underlying security, however, the losses that may ensue if the price rises could be potentially unlimited. If the call option writer owns the underlying security or commodity, this is called writing
a covered call. All call and put options written by a fund will be covered, which means that a fund will own the securities subject to the option so long as the option is outstanding or the fund will earmark or segregate assets for any outstanding
option contracts.
A put option is the opposite of a
call option. It gives the buyer the right to sell a specified number of shares of a security at a fixed price on or before a specified date in the future. Put option buyers are usually anticipating a decline in the price of the underlying security,
and wish to offset those losses when selling the security at a later date. All put options the funds write will be covered, which means that the fund will earmark or segregate cash, U.S. government securities or other liquid securities with a value
at least equal to the exercise price of the put option, or will otherwise “cover” its position as required by the Investment Company Act of 1940, as amended (1940 Act) (e.g., the fund will hold a put option on the same underlying
security with the same or higher strike price). The purpose of writing such options is to generate additional income for the funds. However, in return for the option premium, the funds accept the risk that they may be required to purchase the
underlying securities at a price in excess of the securities’ market value at the time of purchase.
A fund may purchase and write put and call options
on any securities in which it may invest or any securities index or basket of securities based on securities in which it may invest. In addition, the funds may purchase and sell foreign currency options and foreign currency futures contracts and
related options. The funds may purchase and write such options on securities that are listed on domestic or foreign securities exchanges or traded in the over-the-counter market. Like futures contracts, option contracts are rarely exercised. Option
buyers usually sell the option before it expires. Option writers may terminate their obligations under a written call or put option by purchasing an option identical to the one it has written. Such purchases are referred to as “closing
purchase transactions.” A fund may enter into closing sale transactions in order to realize gains or minimize losses on options it has purchased or written.
An exchange-traded currency option position may be
closed out only on an options exchange that provides a secondary market for an option of the same series. Although the funds generally will purchase or write only those options for which there appears to be an active secondary market, there is no
assurance that a liquid secondary market will exist for any particular option or at any particular time. If a fund is unable to effect a closing purchase transaction with respect to options it has written, it will not be able to sell the underlying
securities or dispose of assets earmarked or held in a segregated account until the options expire or are exercised. Similarly, if a fund is unable to effect a closing sale transaction with respect to options it has purchased, it would have to
exercise the options in order to realize any profit and will incur transaction costs upon the purchase or sale of underlying securities.
Reasons for the absence of a
liquid secondary market on an exchange include the following: (1) there may be insufficient trading interest in certain options; (2) an exchange may impose restrictions on opening transactions or closing transactions or both; (3) trading halts,
suspensions or other restrictions may be imposed with respect to particular classes or series of options; (4) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (5) the facilities of an exchange or the Options
Clearing Corporation (OCC) may not at all times be adequate to handle current trading volume; or (6) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a
particular class or series of options), although outstanding options on that exchange that had been issued by the OCC as a result of trades on that exchange would continue to be exercisable in accordance with their terms.
The ability to terminate over-the-counter options
is more limited than with exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their obligations. Until such time as the staff of the SEC changes its position, the funds will treat
purchased over-the-counter options and all assets used to cover written over-the-counter options as illiquid securities, except that with respect to options written with primary dealers in U.S. government securities pursuant to an agreement
requiring a closing purchase transaction at a formula price, the amount of illiquid securities may be calculated with reference to a formula the staff of the SEC approves.
Additional risks are involved with options trading
because of the low margin deposits required and the extremely high degree of leverage that may be involved in options trading. There may be imperfect correlation between the change in market value of the securities held by a fund and the prices of
the options, possible lack of a liquid secondary market, and the resulting inability to close such positions prior to their maturity dates.
A fund may write or purchase an option only when
the market value of that option, when aggregated with the market value of all other options transactions made on behalf of the fund, does not exceed 5% of its net assets.
Puts
are
agreements that allow the buyer to sell a security at a specified price and time to the seller or “put provider.” When a fund buys a security with a put feature, losses could occur if the put provider does not perform as agreed. If a put
provider fails to honor its commitment upon a fund’s attempt to exercise the put, a fund may have to treat the security’s final maturity as its effective maturity. If that occurs, the security’s price may be negatively impacted,
and its sensitivity to interest rate changes may be increased, possibly contributing to increased share price volatility for a fund. This also could lengthen a fund’s overall average effective maturity. Standby commitments are types of
puts.
Swap Agreements
are contracts between two parties that involve an exchange of payment streams calculated in relation to a rate, index, instrument or certain securities (referred to as the “underlying”) and a predetermined
amount (referred to as the “notional amount”). The underlying for a swap may be an interest rate (fixed or floating), a currency exchange rate, a commodity price index, a security, group of securities or a securities index, a combination
of any of these, or various other rates, assets or indices. Swap agreements generally do not involve the delivery of the underlying or principal, and a party’s obligations generally are equal to only the net amount to be paid or received under
the agreement based on the relative values of the positions held by each party to the swap agreement.
Swap agreements can be structured to increase or
decrease a fund’s exposure to long or short term interest rates, corporate borrowing rates and other conditions, such as changing security prices and inflation rates. They also can be structured to increase or decrease a fund’s exposure
to specific issuers or specific sectors of the bond market such as mortgage securities. For example, if a fund agreed to pay a longer-term fixed rate in exchange for a shorter-term floating rate while holding longer-term fixed rate bonds, the swap
would tend to decrease a fund’s exposure to longer-term interest rates. Swap agreements tend to increase or decrease the overall volatility of a fund’s investments
and its share price and yield. Changes in interest rates, or other
factors determining the amount of payments due to and from a fund, can be the most significant factors in the performance of a swap agreement. If a swap agreement calls for payments from a fund, a fund must be prepared to make such payments when
they are due. In order to help minimize risks, a fund will earmark or segregate appropriate assets for any accrued but unpaid net amounts owed under the terms of a swap agreement entered into on a net basis. All other swap agreements will require a
fund to earmark or segregate assets in the amount of the accrued amounts owed under the swap. A fund could sustain losses if a counterparty does not perform as agreed under the terms of the swap. A fund will enter into swap agreements with
counterparties deemed creditworthy by the investment adviser.
In addition, the funds may invest in swaptions,
which are privately-negotiated option-based derivative products. Swaptions give the holder the right to enter into a swap. A fund may use a swaption in addition to or in lieu of a swap involving a similar rate or index.
As a result of the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010 and related regulatory developments, certain standardized swaps are now subject to mandatory central clearing and trade execution requirements. Unlike uncleared swaps, which are negotiated
bilaterally and traded over-the-counter, cleared swaps must trade through a futures commission merchant and be cleared through a clearinghouse that serves as the central counterparty to the transaction. Mandatory clearing and trade execution
requirements have occurred on a phased-in basis based on a number of factors. Currently, the CFTC has designated the most basic types of swaps (e.g., credit default index swaps and interest rate swaps) as subject to mandatory central clearing, and
certain public trading facilities have made those types of swaps available for trading. It is expected that additional types of swaps will become subject to central clearing and exchange-trading requirements in the future. While the new central
clearing and trade execution requirements are intended to reduce counterparty and credit risk, they do not eliminate these types of risks from a transaction. Any type of swap agreement poses a risk for the funds and may cause them to lose
money.
For purposes of applying the
funds’ investment policies and restrictions (as stated in the prospectus and this SAI) swap agreements are generally valued by the funds at market value. In the case of a credit default swap sold by a fund (i.e., where the fund is selling
credit default protection), however, the fund will generally value the swap at its notional amount. The manner in which certain securities or other instruments are valued by the funds for purposes of applying investment policies and restrictions may
differ from the manner in which those investments are valued by other types of investors.
Diversification
involves investing in a wide range of securities and thereby spreading and reducing the risks of investment. Each fund is a series of an open-end investment management company. Each fund is a diversified mutual fund.
Emerging or Developing Markets
exist in countries that are considered to be in the initial stages of industrialization. The risks of investing in these markets are similar to the risks of international investing in general, although the risks are
greater in emerging and developing markets. Countries with emerging or developing securities markets tend to have economic structures that are less stable than countries with developed securities markets. This is because their economies may be based
on only a few industries and their securities markets may trade a small number of securities. Prices on these exchanges tend to be volatile, and securities in these countries historically have offered greater potential for gain (as well as loss)
than securities of companies located in developed countries. There are no strict definitions of what is emerging or developing versus what is considered developed and certain countries are considered emerging or developing in some indices yet
developed in others.
A fund’s
investments in emerging markets can be considered speculative, and therefore may offer higher potential for gains and losses than investments in developed markets of the world. With respect to an emerging country, there may be a greater potential
for nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or investments in such
countries. The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange or currency controls, managed adjustments in
relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.
In addition to the risks of investing in emerging
market country debt securities, a fund’s investment in government or government-related securities of emerging market countries and restructured debt instruments in emerging markets are subject to special risks, including the inability or
unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt, and requests to extend additional loan amounts. A fund may have limited recourse in the event of default on such debt instruments.
Equity Securities
represent ownership interests in a company, and are commonly called “stocks.” Equity securities historically have outperformed most other securities, although their prices can fluctuate based on changes in a company’s financial
condition, market conditions and political, economic or even company-specific news. When a stock’s price declines, its market value is lowered even though the intrinsic value of the company may not have changed. Sometimes factors, such as
economic conditions or political events, affect the value of stocks of companies of the same or similar industry or group of industries, and may affect the entire stock market.
Types of equity securities include
common stocks, preferred stocks, convertible securities, rights and warrants, depositary receipts (ADRs, EDRs and GDRs), and interests in real estate investment trusts and interests in business development companies. (For more information on real
estate investment trusts (REITs), see the section entitled “Real Estate Investment Trusts,” for more information on depositary receipts, see the section entitled “Depositary Receipts,” and for more information on business
development companies, see the section titled “Business Development Companies”).
Common stocks
,
which are probably the most recognized type of equity security, represent an equity or ownership interest in an issuer and usually entitle the owner to voting rights in the election of the corporation’s directors and any other matters
submitted to the corporation’s shareholders for voting, as well as to receive dividends on such stock. The market value of common stock can fluctuate widely, as it reflects increases and decreases in an issuer’s earnings. In the event an
issuer is liquidated or declares bankruptcy, the claims of bond owners, other debt holders and owners of preferred stock take precedence over the claims of common stock owners. Common stocks are typically categorized by their market capitalization
as large-, mid- or small-cap.
Small-cap
stocks
include common stocks issued by operating companies with market capitalizations that place them at the lower end of the stock market, as well as the stocks of companies that are determined to be small
based on several factors, including the capitalization of the company and the amount of revenues. Historically, small-cap company stocks have been riskier than stocks issued by large- or mid-cap companies for a variety of reasons. Small-cap
companies may have less certain growth prospects and are typically less diversified and less able to withstand changing economic conditions than larger capitalized companies. Small-cap companies also may have more limited product lines, markets or
financial resources than companies with larger capitalizations, and may be more dependent on a relatively small management group. In addition, small-cap companies may not be well known to the investing public, may not have institutional ownership
and may have only cyclical, static or moderate growth prospects. Most small-cap company stocks pay low or no dividends.
These factors and others may cause sharp changes in
the value of a small-cap company’s stock, and even cause some small-cap companies to fail. Additionally, small-cap stocks may not be as broadly traded as large- or mid-cap stocks, and a fund’s positions in securities of such companies
may be substantial in relation to the market for such securities. Accordingly, it may be difficult for a fund to dispose of securities of these small-cap companies at prevailing market prices in order to meet redemptions. This lower degree of
liquidity can adversely affect the value of these securities. For these reasons and others, the value of a fund’s investments in small-cap stocks is expected to be more volatile than other types of investments, including other types of stock
investments. While small-cap stocks are generally considered to offer greater growth opportunities for investors, they involve greater risks and the share price of a fund that invests in small-cap stocks may change sharply during the short term and
long term.
Convertible securities
are typically preferred stocks or bonds that are exchangeable for a specific number of another form of security (usually the issuer’s common stock) at a specified price or ratio. A convertible security generally
entitles the holder to receive interest paid or accrued on bonds or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. A corporation may issue a convertible security that is subject to
redemption after a specified date, and usually under certain circumstances. A holder of a convertible
security that is called for redemption would be required to tender
it for redemption to the issuer, convert it to the underlying common stock or sell it to a third party. The convertible structure allows the holder of the convertible bond to participate in share price movements in the company’s common stock.
The actual return on a convertible bond may exceed its stated yield if the company’s common stock appreciates in value and the option to convert to common stocks becomes more valuable.
Convertible securities typically pay a lower
interest rate than nonconvertible bonds of the same quality and maturity because of the conversion feature. Convertible securities are also rated below investment grade (high yield) or are not rated, and are subject to credit risk.
Prior to conversion, convertible securities have
characteristics and risks similar to nonconvertible debt and equity securities. In addition, convertible securities are often concentrated in economic sectors, which, like the stock market in general, may experience unpredictable declines in value,
as well as periods of poor performance, which may last for several years. There may be a small trading market for a particular convertible security at any given time, which may adversely impact market price and a fund's ability to liquidate a
particular security or respond to an economic event, including deterioration of an issuer’s creditworthiness.
Convertible preferred stocks are
nonvoting equity securities that pay a fixed dividend. These securities have a conversion feature similar to convertible bonds, but do not have a maturity date. Due to their fixed income features, convertible securities provide higher income
potential than the issuer’s common stock, but typically are more sensitive to interest rate changes than the underlying common stock. In the event of a company’s liquidation, bondholders have claims on company assets senior to those of
shareholders; preferred shareholders have claims senior to those of common shareholders.
Convertible securities typically trade at prices
above their conversion value, which is the current market value of the common stock received upon conversion, because of their higher yield potential than the underlying common stock. The difference between the conversion value and the price of a
convertible security will vary depending on the value of the underlying common stock and interest rates. When the underlying value of the common stocks declines, the price of the issuer’s convertible securities will tend not to fall as much
because the convertible security’s income potential will act as a price support. While the value of a convertible security also tends to rise when the underlying common stock value rises, it will not rise as much because its conversion value
is more narrow. The value of convertible securities also is affected by changes in interest rates. For example, when interest rates fall, the value of convertible securities may rise because of their fixed income component.
Preferred stocks
represent an equity or ownership interest in an issuer but do not ordinarily carry voting rights, though they may carry limited voting rights. Preferred stocks normally have preference over the corporation’s
assets and earnings, however. For example, preferred stocks have preference over common stock in the payment of dividends. Preferred stocks normally pay dividends at a specified rate. However, preferred stock may be purchased where the issuer has
omitted, or is in danger of omitting, payment of its dividend. Such investments would be made primarily for their capital appreciation potential. In the event an issuer is liquidated or declares bankruptcy, the claims of bond owners take precedence
over the claims of preferred and common stock owners. Certain classes of preferred stock are convertible into shares of common stock of the issuer. By holding convertible preferred stock, a fund can receive a steady stream of dividends and still
have the option to convert the preferred stock to common stock. Preferred stock is subject to many of the same risks as common stock and debt securities.
Real Estate Investment Trusts
(REITs)
are pooled investment vehicles, which invest primarily in income producing real estate or real estate related loans or interests and, in some cases, manage real estate. REITs are sometimes referred to as
equity REITs, mortgage REITs or hybrid REITs. An equity REIT invests primarily in properties and generates income from rental and lease properties and, in some cases, from the management of real estate. Equity REITs also offer the potential for
growth as a result of property appreciation and from the sale of appreciated property. Mortgage REITs invest primarily in real estate mortgages, which may secure construction, development or long term loans, and derive income for the collection of
interest payments. Hybrid REITs may combine the features of equity REITs and mortgage REITs. REITs are generally organized as corporations or business trusts, but are not taxed as a corporation if they meet certain requirements of Subchapter M of
the Internal Revenue Code of 1986, as amended (Internal Revenue Code). To qualify, a REIT must, among other things, invest substantially all of its assets in interests in real estate
(including other REITs), cash and government securities, distribute
at least 90% of its taxable income to its shareholders and receive at least 75% of that income from rents, mortgages and sales of property.
Like any investment in real estate, a REIT’s
performance depends on many factors, such as its ability to find tenants for its properties, to renew leases, and to finance property purchases and renovations. In general, REITs may be affected by changes in underlying real estate values, which may
have an exaggerated effect to the extent a REIT concentrates its investment in certain regions or property types. For example, rental income could decline because of extended vacancies, increased competition from nearby properties, tenants’
failure to pay rent, or incompetent management. Property values could decrease because of overbuilding, environmental liabilities, uninsured damages caused by natural disasters, a general decline in the neighborhood, losses due to casualty or
condemnation, increases in property taxes, or changes in zoning laws. Ultimately, a REIT’s performance depends on the types of properties it owns and how well the REIT manages its properties. Additionally, declines in the market value of a
REIT may reflect not only depressed real estate prices, but may also reflect the degree of leverage utilized by the REIT.
In general, during periods of rising interest
rates, REITs may lose some of their appeal for investors who may be able to obtain higher yields from other income-producing investments, such as long-term bonds. Higher interest rates also mean that financing for property purchases and improvements
is more costly and difficult to obtain. During periods of declining interest rates, certain mortgage REITs may hold mortgages that mortgagors elect to prepay, which can reduce the yield on securities issued by mortgage REITs. Mortgage REITs may be
affected by the ability of borrowers to repay debts to the REIT when due and equity REITs may be affected by the ability of tenants to pay rent.
Like small-cap stocks in general, certain REITs
have relatively small market capitalizations and their securities can be more volatile than
—
and at times will perform differently
from
—
large-cap stocks. In addition, because small-cap stocks are typically less liquid than large-cap stocks, REIT stocks may sometimes experience greater share-price
fluctuations than the stocks of larger companies. Further, REITs are dependent upon specialized management skills, have limited diversification, and are therefore subject to risks inherent in operating and financing a limited number of projects. By
investing in REITs indirectly through a fund, a shareholder will bear indirectly a proportionate share of the REIT’s expenses in addition to their proportionate share of a fund’s expenses. Finally, REITs could possibly fail to qualify
for tax-free pass-through of income under the Internal Revenue Code or to maintain their exemptions from registration under the 1940 Act and CFTC regulations.
Rights and Warrants.
Rights and warrants are types of securities that entitle the holder to purchase a proportionate amount of common stock at a specified price for a specific period of time. Rights allow a shareholder to buy more shares
directly from the company, usually at a price somewhat lower than the current market price of the outstanding shares. Warrants are usually issued with bonds and preferred stock. Rights and warrants can trade on the market separately from the
company’s stock. The prices of rights and warrants do not necessarily move parallel to the prices of the underlying common stock. Rights usually expire within a few weeks of issuance, while warrants may not expire for several years. If a right
or warrant is not exercised within the specified time period, it will become worthless and a fund will lose the purchase price it paid for the right or warrant and the right to purchase the underlying security.
Initial Public Offering.
The funds may purchase shares issued as part of, or a short period after, a company's initial public offering (IPOs), and may at times dispose of those shares shortly after their acquisition. A fund’s purchase of
shares issued in IPOs exposes it to the risks associated with companies that have little operating history as public companies, as well as to the risks inherent in those sectors of the market where these new issuers operate. The market for IPO
issuers has been volatile, and share prices of newly-public companies have fluctuated significantly over short periods of time.
Master Limited Partnerships (MLPs).
MLPs are limited partnerships in which the common units are publicly traded. MLP common units are freely traded on a securities exchange or in the over-the-counter market and are generally registered with the SEC. MLPs
often own several properties or businesses (or own interests) that are related to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects. MLPs generally have two
classes of owners, the general partner and limited partners. The general partner is typically owned by a major energy company, an investment fund, the direct management of the MLP or is an entity owned by one or more of such parties. The general
partner may be structured as a private or publicly traded
corporation or other entity. The general partner typically controls
the operations and management of the MLP through an up to 2% equity interest in the MLP plus, in many cases, ownership of common units and subordinated units. Limited partners own the remainder of the partnership, through ownership of common units,
and have a limited role, if any, in the partnership’s operations and management.
MLPs are typically structured such
that common units and general partner interests have first priority to receive quarterly cash distributions up to an established minimum amount (minimum quarterly distributions). Common and general partner interests also accrue arrearages in
distributions to the extent the minimum quarterly distribution is not paid. Once common and general partner interests have been paid, subordinated units receive distributions of up to the minimum quarterly distribution; however, subordinated units
do not accrue arrearages. Distributable cash in excess of the minimum quarterly distribution paid to both common and subordinated units is distributed to both common and subordinated units generally on a pro rata basis. The general partner is also
eligible to receive incentive distributions if the general partner operates the business in a manner which results in distributions paid per common unit surpassing specified target levels. As the general partner increases cash distributions to the
limited partners, the general partner receives an increasingly higher percentage of the incremental cash distributions. A common arrangement provides that the general partner can reach a tier where it receives 50% of every incremental dollar paid to
common and subordinated unit holders. These incentive distributions are intended to encourage the general partner to streamline costs, increase capital expenditures and acquire assets in order to increase the partnership’s cash flow and raise
the quarterly cash distribution in order to reach higher tiers. Such results are intended to benefit all security holders of the MLP, however, such incentive distribution payments give rise to potential conflicts of interest between the common unit
holders and the general partner.
MLP
common units represent a limited partnership interest in the MLP. Common units are listed and traded on U.S. securities exchanges or over-the-counter, with their value fluctuating predominantly based on prevailing market conditions and the success
of the MLP. The funds may purchase common units in market transactions as well as directly from the MLP or other parties in private placements. Unlike owners of common stock of a corporation, owners of common units have limited voting rights and
have no ability to annually elect directors. MLPs generally distribute all available cash flow (cash flow from operations less maintenance capital expenditures) in the form of quarterly distributions. Common units along with general partner units,
have first priority to receive quarterly cash distributions up to the minimum quarterly distribution and have arrearage rights. In the event of liquidation, common units have preference over subordinated units, but not debt or preferred units, to
the remaining assets of the MLP.
MLP
subordinated units are typically issued by MLPs to their original sponsors, such as their founders, corporate general partners of MLPs, entities that sell assets to the MLP, and investors. Subordinated units may be purchased directly from these
persons as well as newly-issued subordinated units from MLPs themselves. Subordinated units have similar voting rights as common units and are generally not publicly traded. Once the minimum quarterly distribution on the common units, including any
arrearages, has been paid, subordinated units receive cash distributions up to the minimum quarterly distribution prior to any incentive payments to the MLP’s general partner. Unlike common units, subordinated units do not have arrearage
rights. In the event of liquidation, common units and general partner interests have priority over subordinated units. Subordinated units are typically converted into common units on a one-to-one basis after certain time periods and/or performance
targets have been satisfied. The purchase or sale price of subordinated units is generally tied to the common unit price less a discount. The size of the discount varies depending on the likelihood of conversion, the length of time remaining to
conversion, the size of the block purchased relative to trading volumes, and other factors, including smaller capitalization partnerships or companies potentially having limited product lines, markets or financial resources, lacking management depth
or experience, and being more vulnerable to adverse general market or economic development than larger more established companies.
General partner interests of MLPs are typically
retained by an MLP’s original sponsors, such as its founders, corporate partners, entities that sell assets to the MLP and investors. A holder of general partner interests can be liable under certain circumstances for amounts greater than the
amount of the holder’s investment in the general partner interest. General partner interests often confer direct board participation rights and in many cases, operating control, over the MLP. These interests themselves are not publicly traded,
although they may be owned by publicly traded entities. General partner interests receive cash distributions, typically 2% of the MLP’s aggregate cash distributions, which are contractually defined in the partnership agreement. In addition,
holders of general partner interests typically hold
incentive distribution rights, which provide them with a larger
share of the aggregate MLP cash distributions as the distributions to limited partner unit holders are increased to prescribed levels. General partner interests generally cannot be converted into common units. The general partner interest can be
redeemed by the MLP if the MLP unitholders choose to remove the general partner, typically with a supermajority vote by limited partner unitholders.
Additional risks involved with investing in a MLP
are risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries.
Certain MLPs are dependent on their parent
companies or sponsors for a majority of their revenues. Any failure by a MLP’s parents or sponsors to satisfy their payments or obligations would impact the MLP’s revenues and cash flows and ability to make distributions.
Exchange Traded Funds (ETFs)
such as Standard and Poor’s Depositary Receipts (SPDRs) Trust, are investment companies that typically are registered under the 1940 Act as open-end funds or unit investment trusts (UITs). ETFs are actively traded
on national securities exchanges and are generally based on specific domestic and foreign market indices. Shares of an ETF may be bought and sold throughout the day at market prices, which may be higher or lower than the shares’ net asset
value. An “index-based ETF” seeks to track the performance of an index by holding in its portfolio either the contents of the index or a representative sample of the securities in the index. Because ETFs are based on an underlying basket
of stocks or an index, they are subject to the same market fluctuations as these types of securities in volatile market swings. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. When a fund invests in
an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses. As with any exchange listed security, ETF shares purchased in the secondary market are subject to
customary brokerage charges.
Pursuant to an exemptive order issued by the SEC to
iShares and certain additional ETFs (together, the “Permitted ETFs”) and procedures approved by the funds’ Board of Trustees, each fund may invest in the Permitted ETFs beyond the limits set forth in Section 12(d)(1)(A) of the 1940
Act, but not to exceed 25% of the fund’s total assets, provided that the fund has described ETF investments in its prospectus and otherwise complies with the conditions of the exemptive order and other applicable investment limitations.
Neither the Permitted ETFs Funds nor their investment advisers make representations regarding the advisability of investing in a fund.
Foreign Currency Transactions.
All funds that may invest in foreign currency-denominated securities also may purchase and sell foreign currency options and foreign currency futures contracts and related options and may engage in foreign currency
transactions either on a spot (cash) basis at the rate prevailing in the currency exchange market at the time or through forward currency contracts (forwards) with terms generally of less than one year. The funds may engage in these transactions in
order to protect against uncertainty in the level of future foreign exchange rates in the purchase and sale of securities.
The funds may also use foreign currency options
and foreign currency forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. Each fund will earmark or segregate assets for any open positions in forwards used
for non-hedging purposes and mark to market daily as may be required under the federal securities laws.
A forward involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts may be bought or sold to protect a fund against a
possible loss resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar or to increase exposure to a particular foreign currency. Many foreign securities markets do not settle trades within a time frame that
would be considered customary in the U.S. stock market. Therefore, a fund may engage in forward foreign currency exchange contracts in order to secure exchange rates for fund securities purchased or sold, but awaiting settlement. These transactions
do not seek to eliminate any fluctuations in the underlying prices of the securities involved. Instead, the transactions simply establish a rate of exchange that can be expected when the fund settles its securities transactions in the future.
Forwards involve certain risks. For example, if the counterparties to the contracts are unable to meet the terms of the contracts or if the value of the foreign currency changes unfavorably, the fund could sustain a loss.
Funds also may engage in forward foreign currency
exchange contracts to protect the value of specific portfolio positions, which is called “position hedging.” When engaging in position hedging, a fund may enter into forward foreign currency exchange transactions to protect against a
decline in the values of the foreign currencies in which portfolio securities are denominated (or against an increase in the value of currency for securities that the fund expects to purchase).
Buying and selling foreign currency exchange
contracts involves costs and may result in losses. The ability of a fund to engage in these transactions may be limited by tax considerations. Although these techniques tend to minimize the risk of loss due to declines in the value of the hedged
currency, they tend to limit any potential gain that might result from an increase in the value of such currency. Transactions in these contracts involve certain other risks. Unanticipated fluctuations in currency prices may result in a poorer
overall performance for the funds than if they had not engaged in any such transactions. Moreover, there may be imperfect correlation between the fund’s holdings of securities denominated in a particular currency and forward contracts into
which the fund enters. Such imperfect correlation may cause a fund to sustain losses, which will prevent it from achieving a complete hedge or expose it to risk of foreign exchange loss. A fund’s transactions in foreign currency exchange
contracts may cause a portion of the fund’s distributions to constitute returns of capital for tax purposes.
Suitable hedging transactions may not be available
in all circumstances and there can be no assurance that a fund will engage in such transactions at any given time or from time to time. Also, such transactions may not be successful and may eliminate any chance for a fund to benefit from favorable
fluctuations in relevant foreign currencies.
Forwards will be used primarily to adjust the
foreign exchange exposure of each fund with a view to protecting the outlook, and the funds might be expected to enter into such contracts under the following circumstances:
Lock In
. When the
investment adviser or sub-adviser desires to lock in the U.S. dollar price on the purchase or sale of a security denominated in a foreign currency.
Cross Hedge
. If a
particular currency is expected to decrease against another currency, a fund may sell the currency expected to decrease and purchase a currency which is expected to increase against the currency sold in an amount approximately equal to some or all
of the fund’s portfolio holdings denominated in the currency sold.
Direct Hedge
. If
the investment adviser or sub-adviser wants to eliminate substantially all of the risk of owning a particular currency, and/or if the investment adviser or sub-adviser thinks that a fund can benefit from price appreciation in a given country’s
bonds but does not want to hold the currency, it may employ a direct hedge back into the U.S. dollar. In either case, a fund would enter into a forward contract to sell the currency in which a portfolio security is denominated and purchase U.S.
dollars at an exchange rate established at the time it initiated the contract. The cost of the direct hedge transaction may offset most, if not all, of the yield advantage offered by the foreign security, but a fund would benefit from an increase in
value of the bond.
Proxy Hedge
. The investment adviser or sub-adviser might choose to use a proxy hedge, which may be less costly than a direct hedge. In this case, a fund, having purchased a security, will sell a currency whose value is believed to
be closely linked to the currency in which the security is denominated. Interest rates prevailing in the country whose currency was sold would be expected to be closer to those in the U.S. and lower than those of securities denominated in the
currency of the original holding. This type of hedging entails greater risk than a direct hedge because it is dependent on a stable relationship between the two currencies paired as proxies and the relationships can be very unstable at
times.
Costs of Hedging
. When a fund purchases a foreign bond with a higher interest rate than is available on U.S. bonds of a similar maturity, the additional yield on the foreign bond could be substantially reduced or lost if the fund were to
enter into a direct hedge by selling the foreign currency and purchasing the U.S. dollar. This is what is known as the “cost” of hedging. Proxy hedging attempts to reduce this cost through an indirect hedge back to the U.S. dollar. It is
important to note that hedging costs are treated as capital transactions and are not, therefore, deducted from a fund’s dividend distribution and are not reflected in its yield. Instead such costs will, over time, be reflected in a
fund’s net asset value per share.
Tax Consequences of Hedging
. Under applicable tax law, the funds may be required to limit their gains from hedging in foreign currency forwards, futures, and options. Although the funds are expected to comply with such limits, the extent to which
these limits apply is subject to tax regulations as yet unissued. Hedging may also result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. Those provisions could result in an increase (or decrease) in
the amount of taxable dividends paid by the funds and could affect whether dividends paid by the funds are classified as capital gains or ordinary income.
Foreign Securities.
Investments in foreign securities involve additional risks, including foreign currency exchange rate risks, because they are issued by foreign entities, including foreign governments, banks and corporations or because
they are traded principally overseas. Foreign securities in which the funds may invest include those issued by foreign entities that are not subject to uniform accounting, auditing and financial reporting standards, practices and requirements
comparable to those applicable to U.S. corporations. In addition, there may be less publicly available information about foreign entities. Foreign economic, political and legal developments, as well as fluctuating foreign currency exchange rates and
withholding taxes, could have more dramatic effects on the value of foreign securities. For example, conditions within and around foreign countries, such as the possibility of expropriation or confiscatory taxation, political or social instability,
diplomatic developments, the imposition of trade sanctions, change of government or war could affect the value of foreign investments. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects
as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.
Foreign securities typically have less volume and
are generally less liquid and more volatile than securities of U.S. companies. Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on U.S. exchanges, although the funds will endeavor to achieve the most
favorable overall results on portfolio transactions. There is generally less government supervision and regulation of foreign securities exchanges, brokers, dealers and listed companies than in the United States, thus increasing the risk of delayed
settlements of portfolio transactions or loss of certificates for portfolio securities. There may be difficulties in obtaining or enforcing judgments against foreign issuers as well. Bankruptcy laws in some foreign countries are sometimes biased to
borrowers and against the creditors. These factors and others may increase the risks with respect to the liquidity of a fund, and its ability to meet a large number of shareholder redemption requests.
In addition, a fund’s investments in foreign
securities may be subject to economic sanctions or other government restrictions. These restrictions may negatively impact the value or liquidity of a fund’s investments, and could impair a fund’s ability to meet its investment objective
or invest in accordance with its investment strategy. For example, a fund may be prohibited from investing in securities issued by companies subject to such restrictions. In addition, these restrictions may require a fund to freeze its existing
investments in certain foreign securities, which would prohibit the fund from buying, selling, receiving or delivering those securities or other financial instruments. As a result, such restrictions may limit a fund’s ability to meet a large
number of shareholder redemption requests.
Foreign markets also have different clearance and
settlement procedures and, in certain markets, there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Such delays in settlement could result
in temporary periods when a portion of the assets of a fund is uninvested and no return is earned thereon. The inability to make intended security purchases due to settlement problems could cause a fund to miss attractive investment opportunities.
Losses to a fund arising out of the inability to fulfill a contract to sell such securities also could result in potential liability for a fund.
Investments in the securities of
foreign issuers may be made and held in foreign currencies. In addition, the funds may hold cash investments in foreign currencies. These investments may be affected favorably or unfavorably by changes in currency rates and in exchange control
regulations, and may cause a fund to incur costs in connection with conversions between various currencies. The rate of exchange between the U.S. dollar and other currencies is determined by the forces of supply and demand in the foreign exchange
market as well as by political and economic factors. Changes in the foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities, and net investment income and gains,
if any, to be distributed to shareholders by a fund.
During the recent global financial
crisis, financial markets in Europe experienced significant volatility due, in part, to concerns about rising levels of government debt and the prevalence of increased budget deficits. As a result, many economies in the region suffered through
prolonged economic downturns. Although some European economies have shown signs of recovery, any recovery may be slow as the region continues to face difficult challenges including high unemployment rates, significant levels of government debt,
continuing trade deficits, significant austerity measures and lack of access to capital. Furthermore, due to economic integration of the region, another economic downturn in one European country may have a negative impact on the economies of other
European countries.
As the fund may
hold investments in issuers that are located in Europe or that depend on revenues generated from operations in Europe, any material negative developments in Europe could have a negative impact on the value and liquidity of these investments, which
could harm the fund’s performance.
Forward Contracts
are sales contracts between a buyer (holding the “long” position), and the seller (holding the “short” position) for an asset with delivery deferred to a future date. The buyer agrees to pay
a fixed price at the agreed future date and the seller agrees to deliver the asset. The seller hopes that the market price on the delivery date is less than the agreed upon price, while the buyer hopes for the contrary. The change in value of a
forward-based derivative generally is roughly proportional to the change in value of the underlying asset.
Futures Contracts
are instruments that represent an agreement between two parties that obligates one party to buy, and the other party to sell, specific instruments at an agreed-upon price on a stipulated future date. In the case of
futures contracts relating to an index or otherwise not calling for physical delivery at the close of the transaction, the parties usually agree to deliver the final cash settlement price of the contract. A fund may purchase and sell futures
contracts based on securities, securities indices and foreign currencies, interest rates, or any other futures contracts traded on U.S. exchanges or boards of trade that the CFTC licenses and regulates on foreign exchanges. Although positions are
usually marked to market on a daily basis with an intermediary (executing broker), there remains a credit risk with the futures exchange.
Each fund must maintain a small portion of its
assets in cash to process shareholder transactions in and out of the fund and to pay its expenses. In order to reduce the effect this otherwise uninvested cash would have on its performance, a fund may purchase futures contracts. Such transactions
allow the fund’s cash balance to produce a return similar to that of the underlying security or index on which the futures contract is based. Also, a fund may purchase or sell futures contracts on a specified foreign currency to
“fix” the price in U.S. dollars of the foreign security it has acquired or sold or expects to acquire or sell. A fund may enter into futures contracts for other reasons as well.
When buying or selling futures contracts, a fund
must place a deposit with its broker equal to a fraction of the contract amount. This amount is known as “initial margin” and must be in the form of liquid debt instruments, including cash, cash-equivalents and U.S. government
securities. Subsequent payments to and from the broker, known as “variation margin” may be made daily, if necessary, as the value of the futures contracts fluctuates. This process is known as “marking-to-market.” The margin
amount will be returned to the fund upon termination of the futures contracts assuming all contractual obligations are satisfied. Because margin requirements are normally only a fraction of the amount of the futures contracts in a given transaction,
futures trading can involve a great deal of leverage. In order to avoid this, each fund will earmark or segregate assets for any outstanding futures contracts as may be required under the federal securities laws.
While a fund may purchase and sell futures
contracts in order to simulate full investment, there are risks associated with these transactions. Adverse market movements could cause a fund to experience substantial losses when buying and selling futures contracts. Of course, barring
significant market distortions, similar results would have been expected if a fund had instead transacted in the underlying securities directly. There also is the risk of losing any margin payments held by a broker in the event of its bankruptcy.
Additionally, a fund incurs transaction costs (e.g., brokerage fees) when engaging in futures trading. To the extent a fund also invests in futures in order to simulate full investment, these same risks apply.
When interest rates are rising or securities prices
are falling, a fund may seek, through the sale of futures contracts, to offset a decline in the value of their current portfolio securities. When rates are falling or prices are rising, a fund, through the purchase of futures contracts, may attempt
to secure better rates or prices than might later be available in
the market when they effect anticipated purchases. Similarly, a
fund may sell futures contracts on a specified currency to protect against a decline in the value of that currency and its portfolio securities that are denominated in that currency. A fund may purchase futures contracts on a foreign currency to fix
the price in U.S. dollars of a security denominated in that currency that a fund have acquired or expect to acquire.
Futures contracts normally require actual delivery
or acquisition of an underlying security or cash value of an index on the expiration date of the contract. In most cases, however, the contractual obligation is fulfilled before the date of the contract by buying or selling, as the case may be,
identical futures contracts. Such offsetting transactions terminate the original contracts and cancel the obligation to take or make delivery of the underlying securities or cash. There may not always be a liquid secondary market at the time a fund
seeks to close out a futures position. If a fund is unable to close out its position and prices move adversely, the fund would have to continue to make daily cash payments to maintain its margin requirements. If a fund had insufficient cash to meet
these requirements it may have to sell portfolio securities at a disadvantageous time or incur extra costs by borrowing the cash. Also, a fund may be required to make or take delivery and incur extra transaction costs buying or selling the
underlying securities. A fund seeks to reduce the risks associated with futures transactions by buying and selling futures contracts that are traded on national exchanges or for which there appears to be a liquid secondary market.
With respect to futures contracts that are not
legally required to “cash settle,” a fund may cover the open position by setting aside or earmarking liquid assets in an amount equal to the market value of the futures contracts. With respect to futures contracts that are required to
“cash settle,” however, a fund is permitted to set aside or earmark liquid assets in an amount equal to the fund’s daily marked to market (net) obligation, if any, (in other words, the fund’s daily net liability, if any)
rather than the market value of the futures contracts. By setting aside assets or earmarking equal to only its net obligation under cash-settled futures, a fund will have the ability to employ leverage to a greater extent than if the fund were
required to set aside or earmark assets equal to the full market value of the futures contract.
Illiquid Securities
generally are any securities that cannot be disposed of in the ordinary course of business within seven days at approximately the amount at which a fund has valued the instruments. The liquidity of a fund’s
investments is monitored under the supervision and direction of the Board of Trustees. Investments currently not considered liquid include repurchase agreements not maturing within seven days and that are not subject to a demand feature of seven
days or less and certain restricted securities.
Interfund Borrowing and Lending.
The SEC has granted an exemption to the funds that permits the funds to borrow money from and/or lend money to other funds in the Fund Complex as defined under “Management of the Funds”. All loans are for
temporary or emergency purposes and the interest rates to be charged will be the average of the overnight repurchase agreement rate and the short term bank loan rate. All loans are subject to numerous conditions designed to ensure fair and equitable
treatment of all participating funds/portfolios. The interfund lending facility is subject to the oversight and periodic review of the Board of Trustees.
Money Market Securities
are high-quality, short term debt securities that may be issued by entities such as the U.S. government, corporations and financial institutions (like banks). Money market securities include commercial paper,
certificates of deposit, bankers’ acceptances, notes and time deposits. Certificates of deposit and time deposits are issued against funds deposited in a banking institution for a specified period of time at a specified interest rate.
Bankers’ acceptances are credit instruments evidencing a bank’s obligation to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay the full amount of the instrument
upon maturity. Commercial paper consists of short term, unsecured promissory notes issued to finance short term credit needs.
Money market securities pay fixed,
variable or floating rates of interest and are generally subject to credit and interest rate risks. The maturity date or price of and financial assets collateralizing a security may be structured in order to make it qualify as or act like a money
market security. These securities may be subject to greater credit and interest rate risks than other money market securities because of their structure. Money market securities may be issued with puts or sold separately; these puts, which are
sometimes called demand features or guarantees, which are agreements that allow the buyer to sell a security at a specified price and time to the seller or “put provider.” When a fund buys a
put, losses could occur as a result of the costs of the put or if
it exercises its rights under the put and the put provider does not perform as agreed. Standby commitments are types of puts.
Each fund may keep a portion of
its assets in cash for business operations. A fund may invest in money market securities to reduce the effect this otherwise uninvested cash would have on its performance. Each fund may also invest in money market securities to the extent it is
consistent with its investment objective.
Certificates of Deposit or Time Deposits
are issued against funds deposited in a banking institution for a specified period of time at a specified interest rate. A fund will invest only in certificates of deposit of banks that have capital, surplus and undivided
profits, in the aggregate, in excess of $100 million.
Commercial Paper
consists of short term, promissory notes issued by banks, corporations and other institutions to finance short term credit needs. These securities generally are discounted but sometimes may be interest bearing. Commercial paper, which also may be
unsecured, is subject to credit risk.
Fixed Time Deposits
are bank obligations payable at a stated maturity date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties, which vary
depending upon market conditions and the remaining maturity of the obligation. There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although there is no market for such
deposits. A Fund will not invest in fixed time deposits, which (1) are not subject to prepayment or (2) provide for withdrawal penalties upon prepayment (other than overnight deposits) if, in the aggregate, more than 15% of its net assets would be
invested in such deposits, repurchase agreements maturing in more than seven days and other illiquid assets.
Promissory Notes
are written agreements committing the maker or issuer to pay the payee a specified amount either on demand or at a fixed date in the future, with or without interest. These are sometimes called negotiable notes or
instruments and are subject to credit risk. Bank notes are notes used to represent obligations issued by banks in large denominations.
Repurchase Agreements
are instruments under which a buyer acquires ownership of certain securities (usually U.S. government securities) from a seller who agrees to repurchase the securities at a mutually agreed-upon time and price, thereby
determining the yield during the buyer’s holding period. Any repurchase agreements the fund enters into will involve the fund as the buyer and banks or broker-dealers as sellers. The period of repurchase agreements is usually short - from
overnight to one week, although the securities collateralizing a repurchase agreement may have longer maturity dates. Default by the seller might cause the fund to experience a loss or delay in the liquidation of the collateral securing the
repurchase agreement. The fund also may incur disposition costs in liquidating the collateral. In the event of a bankruptcy or other default of a repurchase agreement’s seller, the fund might incur expenses in enforcing its rights, and could
experience losses, including a decline in the value of the underlying securities and loss of income. The fund will make payment under a repurchase agreement only upon physical delivery or evidence of book entry transfer of the collateral to the
account of its custodian bank.
Non-Publicly Traded Securities and Private
Placements.
A fund may invest in securities that are neither listed on a stock exchange nor traded over-the-counter, including privately placed securities. Such unlisted securities may involve a higher degree of
business and financial risk that can result in substantial losses. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. Although these securities may be resold in
privately negotiated transactions, the prices realized from these sales could be less than those originally paid by the fund or less than what may be considered the fair value of such securities. Furthermore, companies whose securities are not
publicly traded may not be subject to the disclosure and other investor protection requirements which might be applicable if their securities were publicly traded. If such securities are required to be registered under the securities laws of one or
more jurisdictions before being sold, a fund may be required to bear the expenses of registration.
Restricted Securities
are securities that are subject to legal restrictions on their sale. Difficulty in selling restricted securities may result in a loss or be costly to a fund. Restricted securities generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration under the Securities Act of 1933,
as amended (the 1933 Act),
or in a registered public offering. Where registration is required,
the holder of a registered security may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an
effective registration statement. If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security. Certain restricted securities,
such as Section 4(a)(2) commercial paper and Rule 144A securities under the 1933 Act, may be considered to be liquid if they meet the criteria for liquidity established by the Board. To the extent a fund invests in restricted securities that are
deemed liquid, the general level of illiquidity in the fund’s portfolio may be increased if such securities become illiquid.
Securities Lending
of portfolio securities is a common practice in the securities industry. A fund may engage in security lending arrangements. For example, a fund may receive cash collateral and may invest it in short-term,
interest-bearing obligations, but will do so only to the extent that it will not lose the tax treatment available to RICs. Lending portfolio securities involves risks that the borrower may fail to return the securities or provide additional
collateral. Also, voting rights with respect to the loaned securities may pass with the lending of the securities and efforts to re-call such securities promptly may be unsuccessful, especially for foreign securities. Securities lending involves the
risk of loss of rights in the collateral, or delay in recovery of the collateral, if the borrower fails to return the security loaned or becomes insolvent. A fund will also bear the risk of any decline in value of securities acquired with cash
collateral.
A fund may loan
portfolio securities to qualified broker-dealers or other institutional investors provided: (1) the loan is secured continuously by collateral consisting of U.S. government securities, letters of credit, cash or cash equivalents or other appropriate
instruments maintained on a daily marked-to-market basis in an amount at least equal to the current market value of the securities loaned; (2) the fund may at any time call the loan and obtain the return of the securities loaned; (3) the fund will
receive any interest or dividends paid on the loaned securities; and (4) the aggregate market value of securities loaned will not at any time exceed one-third of the total assets of the fund, including collateral received from the loan (at market
value computed at the time of the loan).
Although voting rights with
respect to loaned securities pass to the borrower, the lender retains the right to recall a security (or terminate a loan) for the purpose of exercising the security’s voting rights. Efforts to recall such securities promptly may be
unsuccessful, especially for foreign securities or thinly traded securities such as small-cap stocks. In addition, because recalling a security may involve expenses to a fund, it is expected that a fund will do so only where the items being voted
upon are, in the judgment of the investment adviser, either are material to the economic value of the security or threaten to materially impact the issuer’s corporate governance policies or structure.
To the extent any fund participates in securities
lending under the current securities lending agreements with the unaffiliated lending agents, costs and expenses, including agent fees, associated with securities lending activities under the securities lending program paid to the lending agent are
approximately 10% of the gross lending revenues (with the ability to reach further breakpoints). All remaining revenue is retained by a fund, as applicable. No portion of the lending revenue is paid to or retained by CSIM or any affiliate of
CSIM.
Securities of Other Investment Companies.
Investment companies generally offer investors the advantages of diversification and professional investment management, by combining shareholders’ money and investing it in securities such as stocks, bonds and
money market instruments. Investment companies include: (1) open-end funds (commonly called mutual funds) that issue and redeem their shares on a continuous basis; (2) BDCs that generally invest in, and provide services to, privately-held companies
or thinly-traded public companies (see the sub-section titled “Business Development Companies” for more information); (3) closed-end funds that offer a fixed number of shares, and are usually listed on an exchange; and (4) unit
investment trusts that generally offer a fixed number of redeemable shares. Certain open-end funds, closed-end funds and unit investment trusts are traded on exchanges (see the section titled “Exchange Traded Funds” for more
information).
To the extent a
fund invests, or has invested, in shares of other investment companies, including BDCs, during its prior fiscal year, the fund, pursuant to SEC rules, must disclose any material fees and expenses indirectly incurred by the fund as a result of such
investments. These indirect fees and expenses, to the extent incurred, will appear in the fee table of the fund’s prospectus as a separate line item captioned “Acquired fund fees and expenses.”
Investment companies may make
investments and use techniques designed to enhance their performance. These may include delayed-delivery and when-issued securities transactions; swap agreements; buying and selling futures contracts, illiquid, and/or restricted securities and
repurchase agreements; and borrowing or lending money and/or portfolio securities. The risks of investing in a particular investment company will generally reflect the risks of the securities in which it invests and the investment techniques it
employs. Also, investment companies charge fees and incur expenses.
Federal law restricts the ability of one registered
investment company to invest in another. As a result, the extent to which a fund may invest in another investment company may be limited. The funds are prohibited from acquiring any securities of registered open-end investment companies or
registered unit investment trusts in reliance on Section 12(d)(1)(G) or Section 12(d)(1)(F) of the 1940 Act.
The funds may buy securities of other investment
companies, including those of foreign issuers, in compliance with the requirements of federal law or any SEC exemptive order. A fund may invest in investment companies that are not registered with the SEC or in privately placed securities of
investment companies (which may or may not be registered), such as hedge funds and offshore funds. Unregistered funds are largely exempt from the regulatory requirements that apply to registered investment companies. As a result, unregistered funds
may have a greater ability to make investments, or use investment techniques, that offer a higher potential investment return (for example, leveraging), but which may carry high risk. Unregistered funds, while not regulated by the SEC like
registered funds, may be indirectly supervised by the financial institutions (e.g., commercial and investment banks) that may provide them with loans or other sources of capital. Investments in unregistered funds may be difficult to sell, which
could cause a fund selling an interest in an unregistered fund to lose money. For example, many hedge funds require their investors to hold their investments for at least one year.
Business Development Companies
(BDCs)
are closed-end investment companies that have elected to be BDCs under the 1940 Act and are taxed as regulated investment companies (RICs) under the Internal Revenue Code. BDCs operate as venture capital
companies and typically invest in, lend capital to, and provide significant managerial assistance to developing private companies or thinly-traded public companies. Under the 1940 Act, BDCs are required to invest at least 70% of their total assets
primarily in securities of privately-held U.S. companies or thinly-traded U.S. public companies, cash, cash equivalents, U.S. government securities and high quality debt investments that mature in one year or less. In addition, a BDC may only incur
indebtedness in amounts such that the BDC’s coverage ratio of total assets to total senior securities equals at least 200% after such incurrence.
BDCs generally invest in debt securities that are
not rated by a credit rating agency and are considered below investment grade quality (junk bonds). Little public information generally exists for the type of companies in which a BDC may invest and, therefore, there is a risk that investors may not
be able to make a fully informed evaluation of the BDC and its portfolio of investments. In addition, investments made by BDCs are typically illiquid and are difficult to value for purposes of determining a BDC’s net asset value.
Short Sales
may be used by a fund as part of its overall portfolio management strategies or to offset (hedge) a potential decline in the value of a security. A fund may engage in short sales that are either “against the
box” or “uncovered.” A short sale is “against the box” if at all times during which the short position is open, a fund owns at least an equal amount of the securities or securities convertible into, or has the right to
acquire, at no added cost, the securities of the same issue as the securities that are sold short. A short sale against the box is a taxable transaction to a fund with respect to the securities that are sold short. “Uncovered” short
sales are transactions under which a fund sells a security it does not own. To complete such transaction, a fund may borrow the security through a broker to make delivery to the buyer and, in doing so, the fund becomes obligated to replace the
security borrowed by purchasing the security at the market price at the time of the replacement. A fund also may have to pay a fee to borrow particular securities, which would increase the cost of the security. In addition, a fund is often obligated
to pay any accrued interest and dividends on the securities until they are replaced. The proceeds of the short sale position will be retained by the broker until a fund replaces the borrowed securities.
A fund will incur a loss if the price of the
security sold short increases between the time of the short sale and the time the fund replaces the borrowed security and, conversely, the fund will realize a gain if the price declines. Any gain
will be decreased, and any loss increased, by the transaction costs
described above. A short sale creates the risk of an unlimited loss, as the price of the underlying securities could theoretically increase without limit, thus increasing the cost of buying those securities to cover the short position. If a fund
sells securities short “against the box,” it may protect unrealized gains, but will lose the opportunity to profit on such securities if the price rises. The successful use of short selling as a hedging strategy may be adversely affected
by imperfect correlation between movements in the price of the security sold short and the securities being hedged.
A fund’s obligation to replace the securities
borrowed in connection with a short sale will be secured by collateral deposited with the broker that consists of cash or other liquid securities. In addition, a fund will earmark cash or liquid assets or place in a segregated account an amount of
cash or other liquid assets equal to the difference, if any, between (1) the market value of the securities sold short, marked-to-market daily, and (2) any cash or other liquid securities deposited as collateral with the broker in connection with
the short sale.
Temporary Defensive Strategies.
During unusual economic or market conditions or for temporary defensive or liquidity purposes, each fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term
obligations that would not ordinarily be consistent with the funds’ objectives. A fund will do so only if the investment adviser or sub-advisers believe that the risk of loss outweighs the opportunity for capital gains or higher income. When a
fund engages in such activities, it may not achieve its investment objective.
U.S. Government Securities
are issued by the U.S. Treasury or issued or guaranteed by the U.S. government or any of its agencies or instrumentalities. Not all U.S. government securities are backed by the full faith and credit of the U.S.
government. Some U.S. government securities, such as those issued by the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), the Student Loan Marketing Association (Sallie Mae), and the
Federal Home Loan Banks, are supported by a line of credit the issuing entity has with the U.S. Treasury. Securities issued by other issuers are supported solely by the credit of the issuing agency or instrumentality such as obligations issued by
the Federal Farm Credit Banks Funding Corporation. There can be no assurance that the U.S. government will provide financial support to U.S. government securities of its agencies and instrumentalities if it is not obligated to do so under law. U.S.
government securities, including U.S. Treasury securities, are among the safest securities, however, not unlike other debt securities, they are still sensitive to interest rate changes, which will cause their yields and prices to
fluctuate.
On September 7, 2008, the
U.S. Treasury announced a federal takeover of Fannie Mae and Freddie Mac, placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1 billion of senior preferred stock of each
instrumentality and obtained warrants for the purchase of common stock of each instrumentality. Under these Senior Preferred Stock Purchase Agreements (SPAs), the U.S. Treasury has pledged to provide up to $100 billion per instrumentality as needed,
including the contribution of cash capital to the instrumentalities in the event their liabilities exceed their assets. On May 6, 2009, the U.S. Treasury increased its maximum commitment to each instrumentality under the SPAs to $200 billion per
instrumentality. On December 24, 2009, the U.S. Treasury further amended the SPAs to allow the cap on the U.S. Treasury’s funding commitment to increase as necessary to accommodate any cumulative reduction in Fannie Mae’s and Freddie
Mac’s net worth through the end of 2012. On August 17, 2012, the U.S. Treasury announced that it was again amending the SPAs to terminate the requirement that Fannie Mae and Freddie Mac each pay a 10% dividend annually on all amounts received
under the funding commitment. Instead, they will transfer to the U.S. Treasury on a quarterly basis all profits earned during a quarter that exceed a capital reserve amount of $3 billion. It is anticipated that the new amendment would put Fannie Mae
and Freddie Mac in a better position to service their debt. At the start of 2013, the unlimited support the U.S. Treasury extended to the two companies expired
–
Fannie Mae’s bailout is capped at $125 billion and Freddie Mac has a limit of $149 billion.
The actions of the U.S. Treasury are intended to
ensure that Fannie Mae and Freddie Mac maintain a positive net worth and meet their financial obligations preventing mandatory triggering of receivership. No assurance can be given that the U.S. Treasury initiatives will be successful. In addition,
the future for Fannie Mae and Freddie Mac remains uncertain. The U.S. Congress has recently considered proposals to reduce the U.S. government’s role in the mortgage market and to wind down or restructure the operations of both Fannie Mae and
Freddie Mac. Should the federal
government adopt any such proposal, the value of a fund’s
investments in securities issued by Fannie Mae or Freddie Mac would be impacted.
Although the risk of default with U.S. government
securities is considered unlikely, any default on the part of a portfolio investment could cause a fund's share price or yield to fall.
INVESTMENT LIMITATIONS AND RESTRICTIONS
The following investment limitations may be changed
only by vote of a majority of each fund’s outstanding shares.
The Laudus Small-Cap MarketMasters
Fund may not:
(1)
|
Purchase
securities of any issuer unless consistent with the maintenance of its status as a diversified company under the 1940 Act.
|
(2)
|
Concentrate
investments in a particular industry or group of industries as concentration is defined under the 1940 Act, or the rules or regulations thereunder.
|
(3)
|
Purchase
or sell commodities, commodities contracts or real estate, lend or borrow money, issue senior securities, underwrite securities, or pledge, mortgage or hypothecate any of its assets, except as permitted by the 1940 Act or the rules or regulations
thereunder.
|
The Laudus International
MarketMasters Fund may not:
(1)
|
Purchase
securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be
amended or interpreted from time to time.
|
(2)
|
Concentrate
investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from
time to time.
|
(3)
|
Purchase or sell
commodities or real estate, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(4)
|
Make loans to
other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(5)
|
Borrow money,
except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(6)
|
Issue senior
securities, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(7)
|
Underwrite
securities issued by other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
The following descriptions
of the 1940 Act may assist investors in understanding the above policies and restrictions.
Borrowing
.
The 1940 Act restricts an investment company from borrowing (including pledging, mortgaging or hypothecating assets) in excess of 33 1/3% of its total assets (not including temporary borrowings not in excess of 5% of its total assets). Transactions
that are fully collateralized in a manner that does not involve the prohibited issuance of a “senior security” within the meaning of Section 18(f) of the 1940 Act, shall not be regarded as borrowings for the purposes of a fund’s
investment restriction.
Concentration.
The SEC has defined concentration as investing 25% or more of an investment company’s total assets in an industry or group of industries, with certain exceptions.
Diversification.
Under the 1940 Act and the rules, regulations and interpretations thereunder, a “diversified company,” as to 75% of its total assets, may not purchase securities of any issuer (other than obligations of, or guaranteed by, the
U.S. government or its agencies, or instrumentalities or securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or more than 10% of the issuer’s voting
securities would be held by the fund.
Lending
. Under the 1940 Act, an investment company may only make loans if expressly permitted by its investment policies.
Real
Estate.
The 1940 Act does not directly restrict an investment company’s ability to invest in real estate, but does require that every investment company have a fundamental investment policy
governing such investments. Each fund has adopted a fundamental policy that would permit direct investment in real estate. However, each fund has a non-fundamental investment limitation that prohibits it from investing directly in real estate. This
non-fundamental policy may be changed only by vote of a fund’s Board of Trustees.
Senior
Securities.
Senior securities may include any obligation or instrument issued by an investment company evidencing indebtedness. The 1940 Act generally prohibits each fund from issuing senior securities,
although it provides allowances for certain borrowings and certain other investments, such as short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, when such investments are “covered” or with
appropriate earmarking or segregation of assets to cover such obligations.
Underwriting.
Under the 1940 Act, underwriting securities involves an investment company purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any such activity either directly or indirectly.
Under the 1940 Act, a diversified fund may not make any commitment as underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value of its investments in securities of issuers (other than investment
companies) of which it owns more than 10% of the outstanding voting securities, exceeds 25% of the value of its total assets.
The following are non-fundamental investment policies
and restrictions, and may be changed by the Board of Trustees.
Each Fund may not:
(1)
|
Invest more than
15% of its net assets in illiquid securities.
|
(2)
|
Purchase
securities of other investment companies, except as permitted by the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
(3)
|
Sell securities
short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative
instruments are not considered selling securities short).
|
(4)
|
Purchase
securities on margin, except such short term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative
instruments shall not constitute purchasing securities on margin.
|
(5)
|
Borrow money
except that the fund may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided that
(i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days).
|
(6)
|
Lend any security
or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements).
|
(7)
|
Purchase
securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of
industries.
|
(8)
|
Purchase
or sell commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that the fund may (i) purchase securities of companies that deal in real estate or interests therein (including REITs), (ii)
purchase or sell futures contracts, options contracts, equity index participations and index participation contracts, and (iii) purchase securities of companies that deal in precious metals or interests therein.
|
Policies and investment limitations that state a
maximum percentage of assets that may be invested in a security or other asset, or that set forth a quality standard shall be measured immediately after and as a result of a fund’s acquisition of such security or asset, unless otherwise noted.
Except with respect to limitations on borrowing and futures and option contracts, any subsequent change in total assets or net assets, as applicable, or other circumstances does not require a fund to sell an investment if it could not then make the
same investment. With respect to the limitation on illiquid securities, in the event that a subsequent change in net assets or other circumstances cause a fund to exceed its limitation, the fund will take steps to bring the aggregate amount of
illiquid instruments back within the limitations as soon as reasonably practicable.
Management of the FUNDS
The funds are overseen by a Board of Trustees. The
trustees are responsible for protecting shareholder interests. The trustees regularly meet to review the investment activities, contractual arrangements and the investment performance of each fund. The trustees met 6 times during the most recent
fiscal year.
Certain trustees are
“interested persons.” A trustee is considered an interested person of a trust under the 1940 Act if he or she is an officer, director or an employee of CSIM or Charles Schwab & Co., Inc. (Schwab). A trustee also may be considered an
interested person of the trust under the 1940 Act if he or she owns stock of The Charles Schwab Corporation, a publicly traded company and the parent company of CSIM and Schwab.
As used herein, the terms “Fund
Complex” and “Family of Investment Companies” each refer collectively to The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios, Schwab Capital Trust, Schwab Strategic Trust and Laudus Trust which, as of
February 25, 2016, included 96 funds. As used herein, the term “Schwab Funds” refers collectively to The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios and Schwab Capital Trust; the term “Laudus
Funds” refers to collectively Laudus Trust and Laudus Institutional Trust; and the term “Schwab ETFs” refers to Schwab Strategic Trust.
Each of the officers and/or trustees also serves in
the same capacity, unless otherwise noted, for The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios, Schwab Capital Trust, Schwab Strategic Trust and Laudus Trust. Certain officers and/or trustees also serve as officers
and/or trustees of the Laudus Institutional Trust, which has no series. The tables below provide information about the trustees and officers for the trust, which includes funds in this SAI. The address of each individual listed below is 211 Main
Street, San Francisco, California 94105.
NAME,
YEAR OF BIRTH, AND
POSITION(S) WITH THE TRUST;
(TERM OF OFFICE AND
LENGTH OF TIME SERVED
1
)
|
PRINCIPAL
OCCUPATIONS
DURING THE PAST FIVE YEARS
|
NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
BY THE
TRUSTEE
|
OTHER
DIRECTORSHIPS
DURING THE
PAST FIVE
YEARS
|
INDEPENDENT
TRUSTEES
|
Robert
W. Burns
1959
Trustee
(Trustee of Schwab Strategic Trust since 2009; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2016)
|
Retired/Private
Investor (Jan. 2009-present). Formerly, Managing Director, Pacific Investment Management Company, LLC (PIMCO) and President, PIMCO Funds.
|
96
|
Director,
PS Business Parks, Inc. (2005-2012)
|
John
F. Cogan
1947
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust and Laudus Institutional Trust since 2010; Schwab Strategic Trust
since 2016)
|
Senior
Fellow, The Hoover Institution at Stanford University (Oct. 1979-present); Senior Fellow, Stanford Institute for Economic Policy Research (2000-present); Professor of Public Policy, Stanford University (1994-2015).
|
96
|
Director,
Gilead Sciences, Inc. (2005-present)
|
Stephen
Timothy Kochis
1946
Trustee
(Trustee of Schwab Strategic Trust since 2012; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2016)
|
CEO
and Owner, Kochis Global (wealth management consulting) (May 2012-present); Chairman and CEO, Aspiriant, LLC (wealth management) (Jan. 2008-Apr. 2012).
|
96
|
None
|
David
L. Mahoney
1954
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2011; Schwab Strategic Trust since 2016)
|
Private
Investor.
|
96
|
Director,
Symantec Corporation (2003-present)
Director, Corcept Therapeutics
Incorporated (2004-present)
Director, Adamas Pharmaceuticals, Inc. (2009-present)
|
Kiran
M. Patel
1948
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2011; Schwab Strategic Trust since 2016)
|
Retired.
Executive Vice President and General Manager of Small Business Group, Intuit, Inc. (financial software and services firm for consumers and small businesses) (Dec. 2008-Sept. 2013).
|
96
|
Director,
KLA-Tencor Corporation (2008-present)
|
NAME,
YEAR OF BIRTH, AND
POSITION(S) WITH THE TRUST;
(TERM OF OFFICE AND
LENGTH OF TIME SERVED
1
)
|
PRINCIPAL
OCCUPATIONS
DURING THE PAST FIVE YEARS
|
NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
BY THE
TRUSTEE
|
OTHER
DIRECTORSHIPS
DURING THE
PAST FIVE
YEARS
|
INDEPENDENT
TRUSTEES
|
Kimberly
S. Patmore
1956
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, and Laudus Trust since 2016)
|
Consultant,
Patmore Management Consulting (management consulting) (2008-present).
|
96
|
None
|
Charles
A. Ruffel
1956
Trustee
(Trustee of Schwab Strategic Trust since 2009; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2015)
|
Co-Chief
Executive Officer, Kudu Investment Management, LLC (financial services) (Jan. 2015-present); Partner, Kudu Advisors, LLC (financial services) (June 2008-Jan. 2015); Advisor, Asset International, Inc. (publisher of financial services information)
(Aug. 2008-Jan. 2015).
|
96
|
None
|
Gerald
B. Smith
1950
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2000; Laudus Trust and Laudus Institutional Trust since 2010; Schwab Strategic Trust
since 2016)
|
Chairman,
Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (Mar. 1990-present).
|
96
|
Director,
Eaton (2012-present)
Director and Chairman of the Audit Committee, Oneok Partners LP (2003-2013)
Director, Oneok, Inc. (2009-2013)
Lead Independent Director, Board of Cooper Industries (2002-2012)
|
Joseph
H. Wender
1944
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust and Laudus Institutional Trust since 2010; Schwab Strategic Trust
since 2016)
|
Senior
Consultant, Goldman Sachs & Co., Inc. (investment banking and securities firm) (Jan. 2008-present); Partner, Colgin Partners, LLC (vineyards) (Feb. 1998-present).
|
96
|
Board
Member and Chairman of the Audit Committee, Isis Pharmaceuticals (1994-present)
Lead Independent Director and Chair of Audit Committee, OUTFRONT Media Inc. (2014-present)
|
NAME,
YEAR OF BIRTH, AND
POSITION(S) WITH THE TRUST;
(TERM OF OFFICE AND
LENGTH OF TIME SERVED
1
)
|
PRINCIPAL
OCCUPATIONS
DURING THE PAST FIVE YEARS
|
NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
BY THE
TRUSTEE
|
OTHER
DIRECTORSHIPS
DURING THE
PAST FIVE
YEARS
|
INTERESTED
TRUSTEES
|
Walter
W. Bettinger II
2
1960
Chairman and Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and
Schwab Annuity Portfolios since 2008; Schwab Strategic Trust since 2009; Laudus Trust and Laudus Institutional Trust since 2010)
|
Director,
President and Chief Executive Officer, The Charles Schwab Corporation (Oct. 2008-present); President and Chief Executive Officer (Oct. 2008-present), Director (May 2008-present), Charles Schwab & Co., Inc.; Director, Charles Schwab Bank (Apr.
2006-present); and Director, Schwab Holdings, Inc. (May 2008-present).
|
96
|
Director,
The Charles Schwab Corporation (2008-present)
|
Marie
A. Chandoha
2
1961
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust and Laudus Trust since 2016)
|
Director,
President and Chief Executive Officer (Dec. 2010-present), Chief Investment Officer (Sept. 2010-Oct. 2011), Charles Schwab Investment Management, Inc.; Trustee (Jan. 2016-present), President, Chief Executive Officer (Dec. 2010-present), and Chief
Investment Officer (Sept. 2010-Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited (Jan. 2011-present); Global Head of Fixed Income Business
Division, BlackRock, Inc. (formerly Barclays Global Investors) (Mar. 2007-Aug. 2010).
|
96
|
None
|
Joseph
R. Martinetto
2
1962
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust and Laudus Trust since 2016)
|
Senior
Executive Vice President and Chief Financial Officer, The Charles Schwab Corporation and Charles Schwab & Co., Inc. (July 2015-present); Executive Vice President and Chief Financial Officer of The Charles Schwab Corporation and Charles Schwab
& Co., Inc. (May 2007-July 2015); Director, Charles Schwab & Co., Inc. (May 2007-present); Director (Apr. 2010-present) and Chief Executive Officer (July 2013-Apr. 2015), Charles Schwab Bank; Director, Executive Vice President and Chief
Financial Officer, Schwab Holdings, Inc. (May 2007-present).
|
96
|
None
|
NAME,
YEAR OF BIRTH, AND
POSITION(S) WITH THE TRUST;
(TERM OF OFFICE AND LENGTH OF TIME
SERVED
3
)
|
PRINCIPAL
OCCUPATIONS DURING THE PAST
FIVE YEARS
|
OFFICERS
|
Marie
A. Chandoha
1961
President and Chief Executive Officer
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional
Trust since 2010)
|
Director,
President and Chief Executive Officer (Dec. 2010-present), Chief Investment Officer (Sept. 2010-Oct. 2011), Charles Schwab Investment Management, Inc.; Trustee (Jan. 2016-present), President, Chief Executive Officer (Dec. 2010-present), and Chief
Investment Officer (Sept. 2010-Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited (Jan. 2011-present); Global Head of Fixed Income Business
Division, BlackRock, Inc. (formerly Barclays Global Investors) (Mar. 2007-Aug. 2010).
|
Mark
Fischer
1970
Treasurer and Chief Financial Officer
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust
since 2013)
|
Treasurer
and Chief Financial Officer, Schwab Funds, Laudus Funds and Schwab ETFs (Jan. 2016-present); Assistant Treasurer, Schwab Funds and Laudus Funds (Dec. 2013-Dec. 2015), Schwab ETFs (Nov. 2013-Dec. 2015); Vice President, Charles Schwab Investment
Management, Inc. (Oct. 2013-present); Executive Director, J.P. Morgan Investor Services (Apr. 2011-Sept. 2013); Assistant Treasurer, Massachusetts Financial Service Investment Management (May 2005-Mar. 2011).
|
George
Pereira
1964
Senior Vice President and Chief Operating Officer
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2004; Laudus Trust and Laudus Institutional
Trust since 2006; Schwab Strategic Trust since 2009)
|
Senior
Vice President and Chief Financial Officer (Nov. 2004-present), Chief Operating Officer (Jan. 2011-present), Charles Schwab Investment Management, Inc.; Senior Vice President and Chief Operating Officer (Jan. 2016-present), Treasurer and Chief
Financial Officer, Laudus Funds (June 2006-Dec. 2015); Treasurer and Principal Financial Officer, Schwab Funds (Nov. 2004-Dec. 2015) and Schwab ETFs (Oct. 2009-Dec. 2015); Director, Charles Schwab Worldwide Funds plc and Charles Schwab Asset
Management (Ireland) Limited (April 2005-present).
|
Omar
Aguilar
1970
Senior Vice President and Chief Investment Officer
–
Equities
(Officer of The Charles Schwab Family of Funds, Schwab Investments,
Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust since 2011)
|
Senior
Vice President and Chief Investment Officer
–
Equities, Charles Schwab Investment Management, Inc. (Apr. 2011-present); Senior Vice President and Chief
Investment Officer
–
Equities, Schwab Funds, Laudus Funds and Schwab ETFs (June 2011-present); Head of the Portfolio Management Group and Vice President of
Portfolio Management, Financial Engines, Inc. (May 2009-Apr. 2011); Head of Quantitative Equity, ING Investment Management (July 2004-Jan. 2009).
|
Brett
Wander
1961
Senior Vice President and Chief Investment Officer
–
Fixed Income
(Officer of The Charles Schwab Family of Funds, Schwab Investments,
Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust since 2011)
|
Senior
Vice President and Chief Investment Officer
–
Fixed Income, Charles Schwab Investment Management, Inc. (Apr. 2011-present); Senior Vice President and Chief
Investment Officer
–
Fixed Income, Schwab Funds, Laudus Funds and Schwab ETFs (June 2011-present); Senior Managing Director, Global Head of Active Fixed-Income
Strategies, State Street Global Advisors (Jan. 2008-Oct. 2010); Director of Alpha Strategies Loomis, Sayles & Company (Apr. 2006-Jan. 2008).
|
David
Lekich
1964
Chief Legal Officer and Secretary, Schwab Funds and Schwab ETFs
Vice President and Assistant Clerk, Laudus Funds
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity
Portfolios, Schwab Strategic Trust, Laudus Trust and Laudus Institutional Trust since 2011)
|
Senior
Vice President (Sept. 2011-present), Vice President (Mar. 2004-Sept. 2011), Charles Schwab & Co., Inc.; Senior Vice President and Chief Counsel (Sept. 2011-present), Vice President (Jan. 2011-Sept. 2011), Charles Schwab Investment Management,
Inc.; Secretary (Apr. 2011-present) and Chief Legal Officer (Dec. 2011-present), Schwab Funds; Vice President and Assistant Clerk, Laudus Funds (Apr. 2011-present); Secretary (May 2011-present) and Chief Legal Officer (Nov. 2011-present), Schwab
ETFs.
|
NAME,
YEAR OF BIRTH, AND
POSITION(S) WITH THE TRUST;
(TERM OF OFFICE AND LENGTH OF TIME
SERVED
3
)
|
PRINCIPAL
OCCUPATIONS DURING THE PAST
FIVE YEARS
|
OFFICERS
|
Catherine
MacGregor
1964
Vice President and Assistant Secretary, Schwab Funds and Schwab ETFs
Chief Legal Officer, Vice President and Clerk, Laudus Funds
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital
Trust, Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2005; Schwab Strategic Trust since 2009)
|
Vice
President, Charles Schwab & Co., Inc., Charles Schwab Investment Management, Inc. (July 2005-present); Vice President (Dec. 2005-present), Chief Legal Officer and Clerk (Mar. 2007-present), Laudus Funds; Vice President (Nov. 2005-present) and
Assistant Secretary (June 2007-present), Schwab Funds; Vice President and Assistant Secretary, Schwab ETFs (Oct. 2009-present).
|
1
|
Each Trustee shall
hold office until the election and qualification of his or her successor, or until he or she dies, resigns or is removed. The retirement policy requires that each independent trustee retire by December 31 of the year in which Trustee turns 74 or the
Trustee’s twentieth year of service as an independent trustee on any trust in the Fund Complex, whichever occurs first.
|
2
|
Mr. Bettinger, Ms.
Chandoha and Mr. Martinetto are Interested Trustees because they own stock of The Charles Schwab Corporation, the parent company of the investment adviser.
|
3
|
The
President, Treasurer and Secretary/Clerk hold office until their respective successors are chosen and qualified or until he or she sooner dies, resigns, is removed or becomes disqualified. Each of the other officers serves at the pleasure of the
Boards.
|
Board
Leadership Structure
The Chairman of the Board, Walter
W. Bettinger II, is Chief Executive Officer and a member of the Board of Directors of The Charles Schwab Corporation and an interested person of the trust as that term is defined in the Investment Company Act of 1940 Act. The trust does not have a
single lead independent trustee. The Board is comprised of a super-majority (75 percent) of trustees who are not interested persons of the trust (i.e., “independent trustees”). There are three primary committees of the Board: the Audit,
Compliance and Valuation Committee; the Governance Committee; and the Investment Oversight Committee. Each of the Committees is chaired by an independent trustee, and each Committee is comprised solely of independent trustees. The Committee chairs
preside at Committee meetings, participate in formulating agendas for those meetings, and coordinate with management to serve as a liaison between the independent trustees and management on matters within the scope of the responsibilities of each
Committee as set forth in its Board-approved charter. The Board has determined that this leadership structure is appropriate given the specific characteristics and circumstances of the trust. The Board made this determination in consideration of,
among other things, the fact that the independent trustees of the trust constitute a super-majority of the Board, the fact that Committee chairs are independent trustees, the number of funds (and classes) overseen by the Board, and the total number
of trustees on the Board.
Board
Oversight of Risk Management
Like most investment companies,
fund management and its other service providers have responsibility for day-to-day risk management for the funds. The Board’s duties, as part of its risk oversight of the trust, consist of monitoring risks identified during regular and special
reports to the Committees of the Board, as well as regular and special reports to the full Board. In addition to monitoring such risks, the Committees and the Board oversee efforts of fund management and service providers to manage risks to which
the funds of the trust may be exposed. For example, the Investment Oversight Committee meets with portfolio managers and receives regular reports regarding investment risk and credit risk of a fund’s portfolio. The Audit, Compliance and
Valuation Committee meets with the funds’ Chief Compliance Officer and Chief Financial Officer and receives regular reports regarding compliance risks, operational risks and risks related to the valuation and liquidity of portfolio securities.
From its review of these reports and discussions with management, each Committee receives information about the material risks of the funds of the trust and about how management and service providers mitigate those risks, enabling the independent
Committee chairs and other independent members of the Committees to discuss these risks with the full Board.
The Board recognizes that not all risks that may
affect the funds can be identified nor can processes and controls be developed to eliminate or mitigate the occurrence or effects of certain risks; some risks are simply beyond the reasonable control of the funds, their management, and service
providers. Although the risk oversight functions of the Board, and the risk management policies of fund management and fund service providers, are designed to be effective, there is no guarantee that they will eliminate or mitigate all risks. In
addition, it may be necessary to bear certain risks (such as investment-related risks) to achieve each fund’s investment objective. As a result of the foregoing and other factors, the funds’ ability to manage risk is subject to
significant limitations.
Individual Trustee
Qualifications
The Board has concluded that
each of the trustees should initially and continue to serve on the Board because of (i) his or her ability to review and understand information about the trust provided to them by management, to identify and request other information they may deem
relevant to the performance of their duties, to question management regarding material factors bearing on the management of the trust, and to exercise their business judgment in a manner that serves the best interests of the trust's shareholders and
(ii) the trustee’s experience, qualifications, attributes or skills as described below.
The Board has concluded that Mr.
Bettinger should serve as trustee of the trust because of the experience he gained as president and chief executive officer of The Charles Schwab Corporation, his knowledge of and experience in the financial services industry, and the experience he
has gained serving as trustee of the Schwab Funds since 2008, the Schwab ETFs since 2009, and the Laudus Funds since 2010.
The Board has concluded that Mr. Burns should serve
as trustee of the trust because of the experience he gained as managing director of Pacific Investment Management Company, LLC (PIMCO) and president of PIMCO Funds as well as the experience he has gained serving as trustee of the Schwab ETFs since
2009, and his experience serving as chair of the Schwab ETFs’ Audit, Compliance and Valuation Committee until December 2015.
The Board has concluded that Ms. Chandoha should
serve as trustee of the trust because of the experience she gained as president and chief executive officer of Charles Schwab Investment Management, Inc., the Schwab Funds, Schwab ETFs and Laudus Funds, as well as her knowledge of and experience of
financial and investment management services.
The Board has concluded that Mr. Cogan should serve
as trustee of the trust because of the experience he has gained serving as a senior fellow and professor of public policy at a university and his former service in government, the experience he has gained serving as trustee of the Schwab Funds since
2008 and Laudus Funds since 2010, and his service on other public company boards.
The Board has concluded that Mr. Kochis should
serve as trustee of the trust because of the experience he gained serving as chair and chief executive officer of Aspiriant, LLC, an advisory firm, as well as his knowledge of and experience in wealth management consulting and the experience he has
gained serving as trustee of the Schwab ETFs since 2012.
The Board has concluded that Mr. Mahoney should
serve as trustee of the trust because of the experience he gained serving as trustee of the Schwab Funds and Laudus Funds since 2011, as co-chief executive officer of a healthcare services company, and his service on other public company
boards.
The Board has concluded that Mr.
Martinetto should serve as trustee of the trust because of his experience serving as senior executive vice president and chief financial officer of The Charles Schwab Corporation and Charles Schwab & Co., Inc.
The Board has concluded that Mr. Patel should serve
as trustee of the trust because of the experience he gained serving as trustee of the Schwab Funds and Laudus Funds since 2011, as executive vice president, general manager and chief financial officer of a software company, his service on other
public company boards, and his experience serving as chair of the Schwab Funds and Laudus Funds’ Audit, Compliance and Valuation Committee.
The Board has concluded that Ms.
Patmore should serve as trustee of the trust because of her experience serving as chief financial officer and executive vice president of First Data Payment Business and First Data Corporation, as well as her knowledge of and experience in
management consulting.
The Board has
concluded that Mr. Ruffel should serve as trustee of the trust because of the experience he gained as the founder and former chief executive officer of a publisher and information services firm specializing in the retirement plan industry, his
experience in and knowledge of the financial services industry, and the experience he has gained serving as trustee of the Schwab ETFs since 2009, and his experience serving as chair of the Schwab ETFs’ Investment Oversight Committee until
December 2015.
The Board has concluded that
Mr. Smith should serve as trustee of the trust because of the experience he has gained as managing partner of his own investment advisory firm, the experience he has gained serving as trustee of the Schwab Funds since 2000, as trustee of the Laudus
Funds since 2010, his service on other public company boards, and his experience serving as chair of the Schwab Funds’ and Laudus Funds’ Investment Oversight Committee.
The Board has concluded that Mr. Wender should
serve as trustee of the trust because of the experience he gained serving as former partner and head of the financial institutions group of an investment bank, the experience he has gained serving as trustee of the Schwab Funds since 2008, as
trustee of the Laudus Funds since 2010, and his service on other public company boards.
Trustee Committees
The Board of Trustees has established certain
committees and adopted Committee charters with respect to those committees, each as described below:
•The
Audit, Compliance and Valuation Committee reviews the integrity of the trust’s financial reporting processes and compliance policies, procedures and processes, and the trust’s overall system of internal controls. The Audit, Compliance
and Valuation Committee also reviews and evaluates the qualifications, independence and performance of the trust’s independent auditors; and the implementation and operation of the trust's valuation policy and procedures. This Committee is
comprised of at least three independent trustees and currently has the following members: Kiran M. Patel (Chairman), Robert W. Burns, John F. Cogan and Kimberly S. Patmore. The Committee met 4 times during the most recent fiscal year.
•The Governance Committee
reviews and makes recommendations to the Board regarding trust governance-related matters, including but not limited to Board compensation practices, retirement policies and term limits, Board self-evaluations, the effectiveness and allocation of
assignments and functions by the Board, the composition of Committees of the Board, and the training of Trustees. The Governance Committee is responsible for selecting and nominating candidates to serve as Trustees. The Governance Committee does not
have a written policy with respect to consideration of candidates for Trustee submitted by shareholders. However, if the Governance Committee determined that it would be in the best interests of the trust to fill a vacancy on the Board of Trustees,
and a shareholder submitted a candidate for consideration by the Board of Trustees to fill the vacancy, the Governance Committee would evaluate that candidate in the same manner as it evaluates nominees identified by the Governance Committee.
Nominee recommendations may be submitted to the Secretary of the trust at the trust’s principal business address. This Committee is comprised of at least three independent trustees and currently has the following members: John F. Cogan
(Chairman), Stephen Timothy Kochis, David L. Mahoney and Joseph H. Wender. The Committee met 4 times during the most recent fiscal year.
•The Investment Oversight
Committee reviews the investment activities of the trust and the performance of the funds’ investment advisers. This Committee is comprised of at least three Trustees (at least two-thirds of whom shall be independent trustees) and currently
has the following members: Gerald B. Smith (Chairman), Stephen Timothy Kochis, David L. Mahoney, Charles A. Ruffel and Joseph H. Wender. The Committee met 5 times during the most recent fiscal year.
Trustee Compensation
The following table provides
trustee compensation for the fiscal year ended October 31, 2015.
Name
of Trustee
|
Aggregate
Compensation
From the Funds:
|
Pension
or Retirement Benefits
Accrued as Part of Fund
Expenses
|
Total
Compensation from
Fund Complex
|
Interested
Trustees
|
Walter
W. Bettinger II
|
None
|
N/A
|
None
|
Marie
A. Chandoha
1
|
None
|
N/A
|
None
|
Joseph
R. Martinetto
1
|
None
|
N/A
|
None
|
Independent
Trustees
|
Robert
W. Burns
1
|
None
|
N/A
|
$134,000
|
Mariann
Byerwalter
2
|
$1,072
|
N/A
|
$77,000
|
John
F. Cogan
|
$3,953
|
N/A
|
$286,000
|
Stephen
Timothy Kochis
1
|
None
|
N/A
|
$124,000
|
David
L. Mahoney
|
$3,953
|
N/A
|
$286,000
|
Kiran
M. Patel
|
$4,147
|
N/A
|
$300,000
|
Kimberly
S. Patmore
1
|
None
|
N/A
|
None
|
Charles
A. Ruffel
3
|
$3,563
|
N/A
|
$389,959
|
Gerald
B. Smith
|
$4,147
|
N/A
|
$300,000
|
Joseph
H. Wender
|
$3,953
|
N/A
|
$286,000
|
1
|
Trustee joined the
Board effective January 1, 2016.
|
2
|
Ms. Byerwalter
resigned effective March 9, 2015.
|
3
|
Mr.
Ruffel joined the Board effective February 6, 2015.
|
Securities Beneficially Owned By Each Trustee
The following table provides each
trustee’s equity ownership of the funds and ownership of all registered investment companies overseen by each trustee in the Family of Investment Companies as of December 31, 2015:
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Interested
Trustees
|
Walter
W. Bettinger II
|
Laudus
Small-Cap MarketMasters Fund
None
Laudus International MarketMasters Fund
None
|
Over
$100,000
|
Marie
A. Chandoha
1
|
Laudus
Small-Cap MarketMasters Fund
None
Laudus International MarketMasters Fund
$50,001-$100,00
|
Over
$100,000
|
Joseph
R. Martinetto
1
|
Laudus
Small-Cap MarketMasters Fund
None
Laudus International MarketMasters Fund
None
|
Over
$100,000
|
Independent
Trustees
|
Robert
W. Burns
1
|
Laudus
Small-Cap MarketMasters Fund
None
Laudus International MarketMasters Fund
None
|
Over
$100,000
|
John
F. Cogan
|
Laudus
Small-Cap MarketMasters Fund
None
Laudus International MarketMasters Fund
None
|
Over
$100,000
|
Stephen
Timothy Kochis
1
|
Laudus
Small-Cap MarketMasters Fund
None
Laudus International MarketMasters Fund
None
|
Over
$100,000
|
David
L. Mahoney
|
Laudus
Small-Cap MarketMasters Fund
None
Laudus International MarketMasters Fund
None
|
Over
$100,000
|
Kiran
M. Patel
|
Laudus
Small-Cap MarketMasters Fund
None
Laudus International MarketMasters Fund
Over $100,000
|
Over
$100,000
|
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Independent
Trustees
|
Kimberly
S. Patmore
1
|
Laudus
Small-Cap MarketMasters Fund
None
Laudus International MarketMasters Fund
None
|
Over
$100,000
|
Charles
A. Ruffel
|
Laudus
Small-Cap MarketMasters Fund
None
Laudus International MarketMasters Fund
None
|
Over
$100,000
|
Gerald
B. Smith
|
Laudus
Small-Cap MarketMasters Fund
None
Laudus International MarketMasters Fund
$50,001-$100,000
|
Over
$100,000
|
Joseph
H. Wender
|
Laudus
Small-Cap MarketMasters Fund
None
Laudus International MarketMasters Fund
None
|
Over
$100,000
|
1
|
Trustee joined the
Board effective January 1, 2016.
|
As of December 31, 2015, none of the Independent
Trustees or their immediate family members owned beneficially or of record any securities of CSIM or Schwab, or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with
CSIM or Schwab, except as follows: Kimberly S. Patmore may have been deemed to be a beneficial owner of securities issued by The Charles Schwab Corporation (CSC) as a result of beneficial ownership of common stock of CSC by an immediate family
member and an estate planning entity. As of December 31, 2015, the holdings of CSC common stock had a market value of $6,274.56 and represented substantially less than one percent of the common stock of CSC. The securities were disposed of after
December 31, 2015 and prior to the date of this SAI. CSC is the parent company of CSIM and Schwab.
In addition as of December 31, 2015, Kimberly S.
Patmore may have been deemed to be a beneficial owner of securities issued by The Bank of New York Mellon Corporation (“BNY Mellon”) as a result of beneficial ownership of common stock of BNY Mellon by an immediate family member. As of
December 31, 2015, the holdings of BNY Mellon common stock had a market value of $31,668.39 and represented substantially less than one percent of the common stock of BNY Mellon. The securities were disposed of after December 31, 2015 and prior to
the date of this SAI. BNY Mellon is a controlling person of Mellon Capital Management Corporation, a sub-adviser to Laudus Small-Cap MarketMasters Fund and Laudus International MarketMasters Fund.
Deferred Compensation Plan
Independent Trustees may enter into a fee deferral
plan. Under this plan, deferred fees will be credited to an account established by the trust as of the date that such fees would have been paid to the trustee. The value of this account will equal the value that the account would have if the fees
credited to the account had been invested in the shares of Schwab Funds
®
selected by the trustee. Currently, none of the Independent Trustees has
elected to participate in this plan.
Code of
Ethics
The funds, the investment adviser and
Schwab have adopted a Code of Ethics as required under the 1940 Act. Subject to certain conditions or restrictions, the Code of Ethics permits the trustees, directors, officers or advisory representatives of the funds or the investment adviser or
the directors or officers of Schwab to buy or sell directly or indirectly securities for their own accounts. This includes securities that may be purchased or held by the funds. Securities transactions by some of these individuals may be subject to
prior approval of the investment adviser’s Chief Compliance Officer or alternate. Most securities transactions are subject to quarterly reporting and review requirements.
In addition, each sub-adviser has adopted a Code of
Ethics and, subject to certain conditions, each sub-adviser’s Code of Ethics permits directors or officers of the sub-adviser to buy or sell securities for their own account, including securities that may be purchased or held by the funds.
Securities transactions by some of these individuals may be subject to prior approval of the sub-adviser’s chief compliance officer or alternate. Most securities transactions are subject to quarterly reporting and review requirements.
Control Persons And Principal Holders Of
Securities
As of January 29, 2016, the
officers and trustees of the trust, as a group, owned, of record or beneficially, less than 1% of the outstanding voting securities of the funds.
Persons who owned of record or beneficially more
than 25% of a fund’s outstanding shares may be deemed to control the fund within the meaning of the 1940 Act. Shareholders controlling the fund could have the ability to vote a majority of the shares of the fund on any matter requiring the
approval of shareholders of the fund.
As of February 1, 2016, Appendix
–
Principal Holders of Securities lists persons or entities that owned, of record or beneficially, more than 5% of the outstanding voting securities of any class of the
funds.
Investment Advisory and
Other Services
Investment Adviser and
Sub-Advisers
CSIM, a wholly owned subsidiary of
The Charles Schwab Corporation, 211 Main Street, San Francisco, CA 94105, serves as the funds’ investment adviser and administrator pursuant to an Investment Advisory and Administration Agreement (Advisory Agreement) between it and the trust.
Schwab is an affiliate of the investment adviser and is the trust’s distributor. Charles R. Schwab is the founder, Chairman and Director of The Charles Schwab Corporation. As a result of his ownership of and interests in The Charles Schwab
Corporation, Mr. Schwab may be deemed to be a controlling person of the investment adviser and Schwab.
Advisory Agreement
The continuation of a fund’s
Advisory Agreement must be specifically approved at least annually (1) by the vote of the trustees or by a vote of the shareholders of the fund, and (2) by the vote of a majority of the trustees who are not parties to the investment advisory
agreement or “interested persons” of any party (independent trustees), cast in person at a meeting called for the purpose of voting on such approval.
Each year, the Board of Trustees calls and holds a
meeting to decide whether to renew the Advisory Agreement between the trust and CSIM with respect to existing funds in the trust. In preparation for the meeting, the Board requests and reviews a wide variety of materials provided by the funds’
investment adviser, as well as extensive data provided by third parties, and the Independent Trustees receive advice from counsel to the Independent Trustees.
Each of the funds is actively managed by a team of
dedicated investment professionals, led by the investment adviser, who serves as the “manager of managers,” and a team of sub-advisers, each of which manages a portion of the assets of each fund. The investment adviser oversees the
advisory services provided to the funds. The investment adviser also manages a portion of the funds’ assets including each fund’s cash position. Pursuant to separate sub-advisory agreements, and under the supervision of the investment
adviser and the funds’ Board of Trustees, a number of sub-advisers are responsible for the day-to-day investment management of a discrete portion of the assets of the funds. The sub-advisers also are responsible for managing their employees
who provide services to the funds. Subject to Board review, the investment adviser allocates and, when appropriate, reallocates the funds’ assets among sub-advisers, monitors and evaluates sub-adviser performance, and oversees sub-adviser
compliance with the funds’ investment objectives, policies and restrictions.
The following are the sub-advisers for the
funds.
American Century Investment
Management, Inc. (American Century)
serves as sub-adviser to the Laudus International MarketMasters Fund. American Century has been managing mutual funds since 1958. American Century’s principal office is
located at 4500 Main Street, Kansas City, MO 64111.
American Century is a wholly owned, direct
subsidiary of American Century Companies, Inc. The Stowers Institute for Medical Research (SIMR) controls American Century Companies, Inc. by virtue of its beneficial ownership of more than 25% of the voting securities of American Century Companies,
Inc. SIMR is part of a not-for-profit biomedical research organization dedicated to finding the keys to the causes, treatments and prevention of disease.
BMO Asset Management Corp. (BMO AM)
serves as sub-adviser to the Laudus Small-Cap MarketMasters Fund. BMO AM is a registered investment adviser and a wholly-owned subsidiary of BMO Financial Corp., a financial services company headquartered in Chicago,
Illinois, and an indirect wholly-owned subsidiary of the Bank of Montreal, a Canadian bank holding company. BMO AM has managed investments for individuals and institutions since 1989. Its principal address is located at 115 South LaSalle Street,
Chicago, IL 60603.
Harris Associates
L.P. (Harris Associates)
serves as sub-adviser to the Laudus International MarketMasters Fund. Harris Associates is a limited partnership managed by its general partner, Harris Associates, Inc. (HAI). Harris
Associates and HAI are wholly-owned subsidiaries of Natixis Global Asset Management, L.P., which is an indirect subsidiary of Natixis Global Asset Management (S.A.) (NGAM), an international asset management group based in Paris, France. NGAM is
owned by Natixis, a French investment banking and financial services firm that is principally owned by BPCE, France’s second largest banking group. Together with its predecessor firms, Harris Associates has advised and managed mutual funds
since 1970. The principal office of Harris Associates is located at 111 S. Wacker Drive, Suite 4600, Chicago, IL, 60606.
Mellon Capital Management Corp. (Mellon Capital)
serves as a sub-adviser to the Laudus International MarketMasters Fund and the Laudus Small-Cap MarketMasters Fund. Mellon Capital was established in 1983, and is a wholly-owned, indirect subsidiary of The Bank of New
York Mellon Corporation, a publicly traded financial holding company. Mellon Capital’s principal office is located at 50 Fremont Street, Suite 3900, San Francisco, CA 94105.
Mondrian Investment Partners Limited (Mondrian)
serves as a sub-adviser to the Laudus International MarketMasters Fund. Mondrian Investment Partners Limited was established as a limited company organized under the laws of England and Wales in 1990 under the name
Delaware International Advisers Limited, an indirect, wholly owned subsidiary of Delaware Holdings, Inc. In 2004, a senior management team, together with private equity funds sponsored by Hellman & Friedman, LLC (H&F), acquired Delaware
International Advisers Limited and changed its name to Mondrian Investment Partners Limited. Following the acquisition and immediately prior to July 12, 2011, Mondrian was 73% owned by approximately 80 of its senior employees, including the majority
of investment professionals, senior client service officers, and senior operations personnel through Atlantic Value Investment Partnership LP, and 27% owned by private equity funds sponsored by H&F. On July 12, 2011, Mondrian’s partnership
of senior management purchased the 27% stake in Mondrian owned by the H&F sponsored private equity funds. Since July 12, 2011, Mondrian has been 100% employee owned by its senior employees through Atlantic Value Investment Partnership LP. The
principal office of Mondrian Investment Partners Limited is located at 10 Gresham Street, Fifth Floor, London, United Kingdom, EC2V 7JD.
Wellington Management Company LLP (Wellington
Management)
serves as sub-adviser to the Laudus Small-Cap MarketMasters Fund. Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, MA 02210.
Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations and other institutions. Wellington Management and its predecessor
organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of October 31, 2015, Wellington
Management has investment management authority with respect to approximately $893 billion in assets.
William Blair Investment Management, LLC (formerly,
William Blair & Company, LLC) (William Blair)
serves as a sub-adviser to the Laudus International MarketMasters Fund. William Blair was established in 2014 and is registered as an investment adviser with the
SEC. William Blair is affiliated with William Blair & Company, LLC, a firm founded in 1935 and registered with the SEC as both an investment adviser and securities broker-dealer. William Blair and William Blair & Company, LLC (each of which
is a privately held company)
are each a wholly owned subsidiary of WBC Holdings, L.P.
WBC Holdings, L.P. is wholly owned by current William Blair and William Blair
& Company, LLC employees. William Blair’s principal office is located at 222 West Adams St., Chicago, IL 60606.
As described below, the investment adviser is
entitled to receive from each fund a graduated annual fee, payable monthly, for its advisory and administrative services to each fund. The table below sets forth the advisory fees paid by the funds to the investment adviser for the past three fiscal
years ended October 31, or, if shorter, the period of the
fund’s operations. The
figures in the “net fees paid” row represent the actual amounts paid to the investment adviser, which include the effect of any reductions due to the application of a fund’s expense limitation (expense cap). The figures in the
“gross fees reduced by” row represent the amount, if any, the advisory fees payable to the investment adviser were reduced due to the application of a fund’s expense cap.
The expense cap is not intended to cover all fund
expenses, and a fund’s expenses may exceed the expense cap. For example, the expense cap does not cover investment-related expenses, such as brokerage commissions, interest, taxes and the fees and expenses of pooled investment vehicles, such
as ETFs, REITs, and other investment companies, that are held by the funds, nor does it cover extraordinary or non-routine expenses, such as shareholder meeting costs.
The investment adviser pays the sub-advisers their
fees out of the amount it receives from the funds.
Fund and
Advisory Fee
Schedule
|
|
2013
(In dollars and as a
percent of
the fund’s
average net
assets)
|
2014
(In dollars and as a
percent of
the fund’s
average net
assets)
|
2015
(In dollars and as a
percent of
the fund’s
average net
assets)
|
Expense
Limitation
*
|
Laudus
Small-Cap
MarketMasters Fund
1.17% of the fund’s average
daily net assets not in excess of $500 million,
1.13% of such net assets in
excess of $500 million and less than $1
billion,
and 1.07% of such net assets over $1 billion.
|
Net
fees paid
to the Adviser:
|
$1,652,804
|
$1,835,886
|
$1,862,300
|
Investor
Shares: 1.35%
Select Shares:
1.20%
|
Gross
fees
reduced by:
|
$367,668
|
$340,874
|
$331,144
|
|
Fees
paid to
the sub-
advisers by the
investment
adviser:
|
$1,009,850
0.58%
|
$1,070,157
0.58%
|
$1,069,128
0.57%
|
|
Laudus
International
MarketMasters Fund
1.29% of the fund’s average
daily net assets not in excess of $500 million,
1.275% of such net assets in
excess of $500 million and less than
$1 billion,
and 1.25% of such net assets over $1 billion.
|
Net
fees paid
to the Adviser:
|
$20,925,027
|
$24,903,327
|
$22,927,273
|
Investor
Shares: 1.40%
Select Shares:
1.25%
|
Gross
fees
reduced by:
|
$3,473,100
|
$4,097,344
|
$3,855,852
|
|
Fees
paid to
the sub-
advisers by the
investment
adviser:
|
$9,762,450
0.51%
|
$11,607,396
0.51%
|
$11,236,332
0.53%
|
|
*
|
The investment
adviser and its affiliates have agreed to limit the total annual operating expenses (excluding interest, taxes, and certain non-routine expenses) of each fund to the percentage shown in this column for so long as the investment adviser serves as the
adviser to the fund. This agreement is limited to each fund’s direct operating expenses and does not apply to any applicable acquired fund fees and expenses (AFFE). The agreement may only be amended or terminated with approval of the
funds’ Board of Trustees.
|
Distributor
Pursuant to a Second Amended and
Restated Distribution Agreement between Schwab and the trust, Schwab, located at 211 Main Street, San Francisco, California 94105, is the principal underwriter for shares of the funds and is the trust’s agent for the purpose of the continuous
offering of the funds' shares. The funds pay for prospectuses and shareholder reports to be prepared and delivered to existing shareholders. Schwab pays such costs when the described materials are used in connection with the offering of shares to
prospective investors and for supplemental sales literature and advertising. Schwab receives no fee under the Distribution Agreement.
Shareholder Servicing Plan
The trust's Board has adopted a
Shareholder Servicing Plan (the Plan) on behalf of the funds. The Plan enables these funds to bear expenses relating to the provision by financial intermediaries, including Schwab (together, service providers), of certain shareholder services to the
current shareholders of the funds (or classes of such funds). Pursuant to the Plan, each fund is subject to an annual shareholder servicing fee, up to the amount set forth below:
Fund
|
Shareholder
Servicing Fee
|
Laudus
Small-Cap MarketMasters Fund - Investor Shares
|
0.25%
|
Laudus
Small-Cap MarketMasters Fund - Select Shares
|
0.20%
|
Laudus
International MarketMasters Fund
–
Investor Shares
|
0.25%
|
Laudus
International MarketMasters Fund
–
Select Shares
|
0.20%
|
Pursuant to the Plan, the funds
may pay service providers (including Schwab) that, pursuant to written agreements with Schwab or the trust, provide certain account maintenance, customer liaison and shareholder services to fund shareholders. The service providers may provide fund
shareholders with the following shareholder services, among other shareholder services: (i) maintaining records for shareholders that hold shares of a fund; (ii) communicating with shareholders, including the mailing of regular statements and
confirmation statements, distributing fund-related materials, mailing prospectuses and reports to shareholders, and responding to shareholder inquiries; (iii) communicating and processing shareholder purchase, redemption and exchange orders; (iv)
communicating mergers, splits or other reorganization activities to fund shareholders; and (v) preparing and filing tax information, returns and reports.
The shareholder servicing fee paid to a particular
service provider is calculated at the annual rate set forth in the chart above and is based on the average daily net asset value of the fund (or class) shares owned by shareholders holding shares through such service provider. Payments under the
Plan are made as described above, without regard to whether the fee is more or less than the service provider’s actual cost of providing the services, and if more, such excess may be retained as profit by the service provider.
The Plan shall continue in effect for a fund for so
long as its continuance is specifically approved at least annually by a vote of the majority of both (i) the Board of the trust and (ii) the Trustees of the trust who are not interested persons of the trust and who have no direct or indirect
financial interest in the operation of the Plan or any agreements related to it (the Qualified Trustees). The Plan requires that Schwab or any person authorized to direct the disposition of monies paid or payable by the funds pursuant to the Plan
furnish quarterly written reports of amounts spent under the Plan and the purposes of such expenditures to the Board of the trust for review. All material amendments to the Plan must be approved by votes of the majority of both (i) the Board and
(ii) the Qualified Trustees.
Transfer Agent
Boston Financial Data Services,
Inc. (BFDS), , 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953, serves as the funds’ transfer agent. As part of these services, the firm maintains records pertaining to the sale, redemption and transfer of the funds’
shares.
Custodian and Fund Accountant
State Street Bank & Trust
Company (State Street), One Lincoln Street, Boston, Massachusetts 02111, serves as the funds’ custodian and fund accountant. The custodian is responsible for the daily safekeeping of securities and cash held or sold by the funds. The fund
accountant maintains all books and records related to each fund’s transactions.
Independent Registered Public Accounting Firm
The funds’ independent
registered public accounting firm, PricewaterhouseCoopers LLP (PwC), Three Embarcadero Center, San Francisco, CA 94111-4004, audits and reports on the annual financial statements of the funds and reviews certain regulatory reports and each
fund’s federal income tax return. PwC also performs other professional, accounting, auditing, tax and advisory services when engaged by the trust to do so.
Portfolio Managers
CSIM is
responsible for monitoring and coordinating the overall management of each of the funds.
Other Accounts.
In addition to the funds, the portfolio manager (Portfolio Manager) is responsible for the day-to-day management of certain other accounts, as listed below.
The accounts listed below are not subject to a performance-based advisory fee. The information below is provided as of October 31, 2015.
Name
|
Other
Registered Investment
Companies
|
Other
Pooled Investment
Vehicles
|
Other
Accounts
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Omar
Aguilar
|
0
|
$0
|
0
|
$0
|
0
|
$0
|
Conflicts of Interest.
A portfolio manager’s management of other accounts may give rise to potential conflicts of interest in connection with its management of a
fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts include separate accounts and other mutual funds advised by CSIM (collectively, the “Other Managed Accounts”). The
Other Managed Accounts might have similar investment objectives as a fund, track the same index a fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased, or sold by a fund. While the Portfolio
Manager’s management of Other Managed Accounts may give rise to the potential conflicts of interest listed below, CSIM does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, CSIM believes
it has adopted policies and procedures that are designed to manage those conflicts in an appropriate way.
Knowledge of the Timing and Size
of Fund Trades
. A potential conflict of interest may arise as a result of the Portfolio Manager’s day-to-day management of the funds. Because of his positions with the funds, the Portfolio Manager knows the
size, timing, and possible market impact of fund trades. It is theoretically possible that the Portfolio Manager could use this information to the advantage of the Other Managed Accounts they manages and to the possible detriment of a fund. However,
CSIM has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time. Moreover, with respect to index funds, which seek to track their respective benchmark indexes, much of this
information is publicly available. When it is determined to be in the best interest of both accounts, the Portfolio Manager may aggregate trade orders for the Other Managed Accounts, excluding separate accounts, with those of a fund. All aggregated
orders are subject to CSIM’s aggregation and allocation policy and procedures, which provide, among other things, that (i) a Portfolio Manager will not aggregate orders unless he or she believes such aggregation is consistent with his or her
duty to seek best execution; (ii) no account will be favored over any other account; (iii) each account that participates in an aggregated order will participate at the average security price with all transaction costs shared on a pro-rata basis;
and (iv) if the aggregated order cannot be executed in full, the partial execution is allocated pro-rata among the participating accounts in accordance with the size of each account’s order.
Investment Opportunities.
A potential conflict of interest may arise as a result of the Portfolio Manager’s management of a fund and Other Managed Accounts which, in theory, may allow him to allocate investment opportunities in a
way
that favors the Other Managed Accounts over a fund, which conflict
of interest may be exacerbated to the extent that CSIM or the Portfolio Manager receives, or expects to receive, greater compensation from his management of the Other Managed Accounts than the fund. Notwithstanding this theoretical conflict of
interest, it is CSIM’s policy to manage each account based on its investment objectives and related restrictions and, as discussed above, CSIM has adopted policies and procedures reasonably designed to allocate investment opportunities on a
fair and equitable basis over time and in a manner consistent with each account’s investment objectives and related restrictions. For example, while the Portfolio Manager may buy for an Other Managed Account securities that differ in identity
or quantity from securities bought for a fund or refrain from purchasing securities for an Other Managed Account that he is otherwise buying for a fund in an effort to outperform its specific benchmark, such an approach might not be suitable for a
fund given its investment objective and related restrictions.
Compensation.
During the most recent fiscal year, the Portfolio Manager’s compensation consisted of a fixed annual (base) salary and a discretionary bonus. The base
salary is determined considering compensation payable for a similar position across the investment management industry and an evaluation of the individual Portfolio Manager’s overall performance such as the Portfolio Manager’s
contribution to the investment process, good corporate citizenship, risk management and mitigation, and functioning as an active contributor to the firm’s success. The discretionary bonus is determined in accordance with the CSIM Equity and
Fixed Income Portfolio Manager Incentive Plan (the Plan) as follows:
There are two independent funding components for
the Plan:
•75% of
the funding is based on equal weighting of Investment Fund Performance and Risk Management and Mitigation
•25% of the funding is
based on Corporate results
Investment Fund
Performance and Risk Management and Mitigation (75% weight)
Investment
Fund Performance:
At the close of the
year, each fund's performance will be determined by its 1-year, 1- and 2-year, or 1- and 3-year percentile standing (based on pre-tax return before expenses) within its designated benchmark, peer group, or category, depending on the strategy of the
fund (i.e., whether the fund is passively or actively managed) using standard statistical methods approved by CSIM senior management. Investment Fund Performance measurements may be changed or modified at the discretion of the CSIM President and
CSIM Chief Operating Officer. As each participant may manage and/or support a number of funds, there may be several funds considered in arriving at the incentive compensation funding.
Risk
Management and Mitigation:
Risk
Management and Mitigation will be rated by CSIM’s Chief Investment Officer, CSIM’s Head of Investment Risk, CSIM’s Chief Legal Officer, CSIM’s Chief Compliance Officer and CSIM’s Head of Operations Risk (or individuals
with comparable responsibilities). Factors they will consider will include, but are not limited to:
•Balancing safety of fund
principal with appropriate limits that provide investment flexibility given existing market conditions
•Making timely sell
recommendations to avoid significant deterioration of value resulting from the weakening condition of the issuer
•Escalating operating
events and errors for prompt resolution
•Identifying largest risks
and actively discussing with management
•Accurately validating
fund information disseminated to the public (e.g., Annual and Semi-Annual reports, fund fact sheets, fund prospectus)
•Executing transactions
timely and without material trade errors that result in losses to the funds
•Ensuring ongoing
compliance with prospectus and investment policy guidelines
•Minimizing fund
compliance exceptions
•Actively following up and
resolving compliance exceptions
Corporate
Performance (25% weight)
The Corporate Bonus Plan is an
annual bonus plan that provides discretionary awards based on the financial performance of The Charles Schwab Corporation (CSC) during the annual performance period. Quarterly advances may be paid for the first three quarters. Allocations are
discretionary and aligned with CSC and individual performance. Funding for the Plan is determined at the conclusion of the calendar year. Funding will be capped at 200% of target.
At year-end, the full-year funding for both
components of the Plan will be pooled together. The total pool is allocated to Plan participants by CSIM senior management based on their assessment of a variety of performance factors.
Factors considered in CSIM senior
management’s allocation process will include objective and subjective factors that will take into consideration total performance and will include, but are not limited to:
•Fund performance relative
to performance measure
•Risk management and
mitigation
•Individual performance
against key objectives
•Contribution to overall
group results
•Functioning as an active
contributor to the firm’s success
•Team work
•Collaboration between
Analysts and Portfolio Managers
•Regulatory/Compliance
management.
The Portfolio Manager's
compensation is not based on the value of the assets held in a fund’s portfolio.
Ownership of Fund Shares.
The following table shows the dollar amount range of the Portfolio Manager’s “beneficial ownership” of shares of the funds
managed, as of October 31, 2015. Dollar amount ranges disclosed are established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the “1934
Act”).
Portfolio
Manager
|
Fund
|
Dollar
Range of Fund Shares
|
Omar
Aguilar
|
Laudus
International MarketMasters Fund
|
$50,001-$100,000
|
|
Laudus
Small-Cap MarketMasters Fund
|
None
|
Sub-Adviser Portfolio Manager Disclosure
American
Century sub-advises the Laudus International MarketMasters Fund (the “Fund”).
Other Accounts.
In addition to the Fund, the portfolio managers are also responsible for the day-to-day management of certain other accounts, as indicated in the following
table. These accounts do not have an advisory fee based on the performance of the account. The information below is provided as of October 31, 2015.
Name
|
Registered
Investment
Companies
|
Other
Pooled Investment
Vehicles
|
Other
Accounts
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Trevor
Gurwich
|
1
|
$155.2
million
|
2
|
$44.7
million
|
3
|
$93.3
million
|
Federico
Laffan
|
1
|
$155.2
million
|
2
|
$44.7
million
|
3
|
$93.3
million
|
Conflicts of Interest.
Certain conflicts of interest may arise in connection with the management of multiple portfolios. Potential conflicts include, for example, conflicts
among investment strategies, such as one portfolio buying or selling a security while another portfolio has a differing, potentially opposite position in such security. This may include one portfolio taking a short position in the security of an
issuer that is held long in another portfolio (or vice versa). Other potential conflicts may arise with respect to the allocation of investment opportunities, which are discussed in more detail below. American Century has adopted policies and
procedures that are designed to minimize the effects of these conflicts.
Responsibility for managing American Century client
portfolios is organized according to investment discipline. Investment disciplines include, for example, disciplined equity, U.S. growth mid- and small- cap, U.S. growth large-cap, value, global and non-U.S., fixed income, and asset allocation.
Within each discipline are one or more portfolio teams responsible for managing specific client portfolios. Generally, client portfolios with similar strategies are managed by the same team using the same objective, approach, and philosophy.
Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which minimizes the potential for conflicts of interest. In addition, American Century Investments maintains an ethical
wall around each of its equity investment disciplines (U.S. growth large-cap, U.S. growth mid- and small-cap, value, disciplined equity and global and non-U.S.), meaning that access to information regarding any portfolio’s transaction
activities is only available to team members of the investment discipline that manages such portfolio. The ethical wall is intended to aid in preventing the misuse of portfolio holdings information and trading activity in the other
disciplines.
For each investment strategy,
one portfolio is generally designated as the “policy portfolio.” Other portfolios with similar investment objectives, guidelines and restrictions are referred to as “tracking portfolios.” When managing policy and tracking
portfolios, a portfolio team typically purchases and sells securities across all portfolios that the team manages. American Century’s trading systems include various order entry programs that assist in the management of multiple portfolios,
such as the ability to purchase or sell the same relative amount of one security across several funds. In some cases a tracking portfolio may have additional restrictions or limitations that cause it to be managed separately from the policy
portfolio. The portfolio manager makes purchase and sale decisions for such portfolios alongside the policy portfolio to the extent the overlap is appropriate, and separately, if the overlap is not.
American Century may aggregate orders to purchase
or sell the same security for multiple portfolios when it believes such aggregation is consistent with its duty to seek best execution on behalf of its clients. Orders of certain client portfolios may, by investment restriction or otherwise, be
determined not available for aggregation. American Century has adopted policies and procedures to minimize the risk that a client portfolio could be systematically advantaged or disadvantaged in connection with the aggregation of orders. To the
extent equity trades are aggregated, shares purchased or sold are generally allocated to the participating portfolios pro rata based on order size. Because initial public offerings (IPOs) are usually available in limited supply and in amounts too
small to permit across-the-board pro rata allocations, American Century has adopted special procedures designed to promote a fair and equitable allocation of IPO securities among clients over time. Fixed income securities transactions are not
executed through a centralized trading desk. Instead, portfolio teams are responsible for executing trades with broker/dealers in a predominantly dealer
marketplace. Trade allocation decisions are made by the portfolio
manager at the time of trade execution and orders entered on the fixed income order management system.
Finally, investment of American Century’s
corporate assets in proprietary accounts may raise additional conflicts of interest. To mitigate these potential conflicts of interest, American Century has adopted policies and procedures intended to provide that trading in proprietary accounts is
performed in a manner that does not give improper advantage to American Century to the detriment of client portfolios.
Compensation.
American Century portfolio manager compensation is structured to align the interest of the portfolio manager with those of the shareholders whose assets they
manage. As of October 31, 2015, the compensation includes the components described below, each of which is determined with reference to a number of factors such as overall performance, market competition, and internal equity.
Base Salary.
Each
portfolio manager receives base pay in the form of a fixed annual salary.
Bonus.
A
significant portion of portfolio manager compensation takes the form of an annual incentive bonus tied to performance. Bonus payments are determined by a combination of factors. One factor is fund investment performance. For most American Century
mutual funds, investment performance is measured by a combination of one-, three- and five-year pre-tax performance relative to various benchmarks and/or internally-customized peer groups. The performance comparison periods may be adjusted based on
a fund’s inception date or a portfolio manager’s tenure on the fund. Custom peer groups are constructed using all the funds in the indicated categories as a starting point. Funds are then eliminated from the peer group based on a
standardized methodology designed to result in a final peer group that is both more stable over the long term (i.e., has less peer turnover) and that more closely represents the fund’s true peers based on internal investment
mandates.
Portfolio managers may have
responsibility for multiple American Century mutual funds. In such cases, the performance of each is assigned a percentage weight appropriate for the portfolio manager’s relative levels of responsibility.
Portfolio managers also may have
responsibility for portfolios that are managed in a fashion similar to that of other American Century mutual funds. This is the case for the Laudus International MarketMasters Fund. If the performance of a similarly managed account is considered for
purposes of compensation, it is measured in the same way as a comparable American Century mutual fund (i.e., relative to the performance of a benchmark and/or peer group). Performance of the Laudus International MarketMasters Fund is not separately
considered in determining portfolio manager compensation.
A second factor in the bonus calculation relates to
the performance of a number of American Century funds managed according to one of the following investment disciplines: U.S. growth, U.S. value, global and non-U.S., disciplined equity, fixed-income, and asset allocation. Performance is measured for
each product individually as described above and then combined to create an overall composite for the product group. These composites may measure one-year performance (equal weighted) or a combination of one-, three- and five- year performance
(equal or asset weighted) depending on the portfolio manager’s responsibilities and products managed. This feature is designed to encourage effective teamwork among portfolio management teams in achieving long-term investment success for
similarly styled portfolios.
A
portion of each portfolio manager’s bonus may be tied to individual performance goals, such as research projects and the development of new products.
Restricted Stock Plans.
Portfolio managers are eligible for grants of restricted stock of American Century Companies, Inc. These grants are discretionary, and eligibility and availability can vary from year to year. The size of an individual's
grant is determined by individual and product performance as well as other product-specific considerations such as profitability. Grants can appreciate/depreciate in value based on the performance of the American Century Companies, Inc. stock during
the restriction period (generally three to four years).
Deferred Compensation Plans.
Portfolio managers are eligible for grants of deferred compensation. These grants are used in limited situations, primarily for retention purposes. Grants are fixed and can appreciate/depreciate in value based on the
performance of the American Century mutual funds in which the portfolio manager chooses to invest them.
Ownership of Fund Shares.
As of October 31, 2015, Trevor Gurwich did not own any shares of the Fund. However, as of October 31, 2015, Federico Laffan beneficially owned
shares of the Fund in the dollar range of $1-$10,000.
BMO AM
sub-advises the Laudus Small-Cap MarketMasters Fund (the “Fund”)
Other Accounts.
In addition to the Fund, the portfolio managers are also responsible for the day-to-day management of certain other accounts, as indicated in the following
table. The information below is provided as of October 31, 2015. There are no accounts with respect to which the advisory fee is based on the performance of the account as of that date.
Name
|
Registered
Investment
Companies
|
Other
Pooled Investment
Vehicles
|
Other
Accounts
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Patrick
M. Gundlach
|
2
|
$779,975,465
|
2
|
$290,571,771
|
96
|
$418,338,272
|
Kenneth
S. Salmon
|
2
|
$779,975,465
|
2
|
$290,571,771
|
96
|
$418,338,272
|
Material Conflicts of Interest
.
A conflict of interest may arise as a result of a portfolio manager being responsible for multiple accounts, including the Fund, which may
have different investment guidelines and objectives. In addition to the Fund, these accounts may include other mutual funds managed on an advisory or sub-advisory basis, separate accounts, and collective trust accounts. An investment opportunity may
be suitable for the Fund as well as for any of the other managed accounts. However, the investment may not be available in sufficient quantity for all of the accounts to participate fully. In addition, there may be limited opportunity to sell an
investment held by the Fund and the other accounts. The other accounts may have similar investment objectives or strategies as the Fund, they may track the same benchmarks or indexes as the Fund tracks, and they may sell securities that are eligible
to be held, sold or purchased by the Fund. A portfolio manager may be responsible for accounts that have different advisory fee schedules, which may create the incentive for the portfolio manager to favor one account over another in terms of access
to investment opportunities. A portfolio manager also may manage accounts whose investment objectives and policies differ from those of the Fund, which may cause the portfolio manager to effect trading in one account that may have an adverse effect
on the value of the holdings within another account, including the Fund.
To address and manage these potential conflicts of
interest, BMO AM has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of its clients is treated on a fair and equitable basis. Such policies and procedures include, but are not limited to, trade
allocation and trade aggregation policies, cross trading policies, portfolio manager assignment practices, and oversight by investment management, and/or compliance departments.
Compensation
. Compensation for BMO AM’s portfolio managers consists of base salary, which is monitored to ensure competitiveness in the external marketplace. In addition to base salary, portfolio managers have a portion
of their compensation tied to the investment performance of client accounts. The formula for each professional varies according to their level of portfolio responsibility and seniority. Investment professionals may also receive bonuses of restricted
share units or other units linked to the performance of BMO Financial Group.
Ownership of Fund Shares.
As of October 31, 2015, neither portfolio manager owned any shares of the Fund.
Harris Associates
sub-advises the Laudus International MarketMasters Fund (the “Fund”).
Other Accounts.
In addition to the Fund, the portfolio managers are responsible for the day-to-day management of certain other accounts, as listed below, as of October 31,
2015. Harris is manager to one account whose advisory fees are partially based on performance metrics.
Name
|
Registered
Investment
Companies
|
Other
Pooled Investment
Vehicles
|
Other
Accounts
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
David
G. Herro
|
11
|
$40,226,876,186
|
21
|
$5,151,414,793
|
40
|
$12,895,987,768
|
Robert
A. Taylor
|
6
|
$37,222,692,254
|
12
|
$5,307,122,760
|
26
|
$7,503,195,878
|
Accounts where
compensation is based on account performance.
Name
|
Registered
Investment
Companies
|
Other
Pooled Investment
Vehicles
|
Other
Accounts
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
David
G. Herro
|
0
|
0
|
0
|
0
|
1
|
$396,253,573
|
Robert
A. Taylor
|
0
|
0
|
0
|
0
|
0
|
0
|
Material Conflicts of Interest
.
Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among the Fund and the
other accounts managed by the portfolio managers. A portfolio manager potentially could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that have a different advisory fee arrangement
(including any accounts that pay performance-based fees), accounts of affiliated companies, or accounts in which the portfolio manager has a personal investment. With respect to the allocation of investment opportunities, Harris Associates makes
decisions to recommend, purchase, sell or hold securities for all of its client accounts, including the Fund, based on the specific investment objectives, guidelines, restrictions and circumstances of each account. It is Harris Associates’
policy to allocate investment opportunities to each account, including the Fund, over a period of time on a fair and equitable basis relative to its other accounts. With respect to the allocation of aggregated orders, each account that participates
in the aggregated order will participate at the average share price, and where the order has not been completely filled, each institutional account, including the Fund, will generally participate on a pro rata basis.
Harris Associates has compliance policies and
procedures in place that it believes are reasonably designed to mitigate these conflicts. However, there is no guarantee that such procedures will detect each and every situation in which an actual or potential conflict may arise.
Compensation.
Each of
Harris Associates’
portfolio managers are compensated solely
by Harris Associates, the sub-adviser. Compensation for each of the portfolio managers is based on Harris Associates’ assessment of the individual’s long-term contribution to the investment success of Harris Associates. Each portfolio
manager receives a base salary and participates in a discretionary bonus pool. In addition, most portfolio managers also participate in a long-term compensation plan that provides current compensation to certain key employees of Harris Associates
and deferred compensation to both current and former key employees. The compensation plan consists of bonus units awarded to participants that vest and are paid out over a period of time.
The determination of the amount of each portfolio
manager’s base salary and discretionary bonus pool participation and, where applicable, participation in the long-term compensation plan is based on a variety of qualitative and quantitative factors. The factor given the most significant
weight is the subjective assessment of the individual’s contribution to the overall investment results of Harris Associates’ domestic or international investment group, whether as a portfolio manager, a research analyst, or both.
The quantitative factors considered in evaluating
the contribution of portfolio managers include the performance of the portfolios managed by that individual relative to benchmarks, peers and other portfolio managers, as well as the assets under management in the accounts managed by the portfolio
manager. The portfolio managers’ compensation is not based solely on an evaluation of the performance of the accounts or the amount of assets under management. Performance is measured in a number of ways, including by accounts and by strategy,
and is compared to one or more of the following benchmarks: S&P 500, Russell Mid-Cap Value, Russell 1000 Value, Lipper Balanced, 60/40 S&P/Barclays (60% S&P 500 and 40% Barclays Bond Index), MSCI World Index, MSCI World ex U.S. Index,
MSCI World ex-U.S. Small Cap Index and Harris Associates’ approved lists of stocks, depending on whether the portfolio manager manages accounts in the particular strategy to which these benchmarks would be applicable. Performance is measured
over shorter and longer-term periods, including one year, three years, five years, ten years, since an account’s inception or since the portfolio manager has been managing the account, as applicable. Performance is measured on a pre-tax and
after-tax basis to the extent such information is available.
If a portfolio manager also serves as a research
analyst, then his compensation is also based on the contribution made to Harris Associates in that role. Mr. Herro and Mr. Taylor also serve as research analysts. The specific quantitative and qualitative factors considered in evaluating a research
analyst’s contributions include, among other things, new investment ideas, the performance of investment ideas covered by the analyst during the current year as well as over longer-term periods, the portfolio impact of the analyst’s
investment ideas, other contributions to the research process, and an assessment of the quality of analytical work. In addition, an individual’s other contributions to Harris Associates, such as a role in investment thought leadership and
management, are taken into account in the overall compensation process.
Ownership of Fund Shares.
As of October 31, 2015, no portfolio manager beneficially owned any of the Fund’s shares.
Mellon
Capital sub-advises the Laudus International MarketMasters Fund and the Laudus Small-Cap MarketMasters Fund (the “Funds”).
Other accounts
. In addition to the Funds, the portfolio managers are responsible for the day-to-day management of certain other accounts, as listed below, as of October 31, 2015. There are no accounts with respect to which the
advisory fee is based on the performance of the account.
Name
|
Registered
Investment
Companies
|
Other
Pooled Investment
Vehicles
|
Other
Accounts
(separate accounts)
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Karen
Q. Wong, CFA
|
120
|
$116,391M
|
97
|
$81,833M
|
81
|
$98,397M
|
Richard
A. Brown, CFA
|
120
|
$116,391M
|
97
|
$81,833M
|
81
|
$98,397M
|
Thomas
J. Durante, CFA
|
120
|
$116,391M
|
97
|
$81,833M
|
81
|
$98,397M
|
Conflicts of Interest -
Mellon Capital manages numerous accounts with a variety of interests. This necessarily creates potential conflicts of interest for us. For example, we or an affiliate may cause multiple accounts to invest in the same
investment. Such accounts may have conflicting interests and objectives in connection with such investment, including differing views on the operations or activities of the portfolio company, the targeted returns for the transaction, and the
timeframe for and method of exiting the investment. Conflicts may also arise in cases where multiple Firm and/or affiliate client accounts are invested in different parts of an issuer’s capital structure. For example, one of our client
accounts could acquire debt obligations of a company while an affiliate’s client account acquires an equity investment. In negotiating the terms and conditions of any such investments, we may find that the interests of the debt-holding client
accounts and the equity-holding client accounts may conflict. If that issuer encounters financial problems, decisions over the terms of the workout could raise conflicts of interest (including, for example, conflicts over
proposed waivers and amendments to debt covenants). For example,
debt holding accounts may be better served by a liquidation of an issuer in which it could be paid in full, while equity holding accounts might prefer a reorganization of the issuer that would have the potential to retain value for the equity
holders. As another example, holders of an issuer’s senior securities may be able to act to direct cash flows away from junior security holders, and both the junior and senior security holders may be Firm client accounts. Any of the foregoing
conflicts of interest will be discussed and resolved on a case-by-case basis. Any such discussions will factor in the interests of the relevant parties and applicable laws.
We have a fiduciary duty to manage
all client accounts in a fair and equitable manner. To accomplish this, the Firm has adopted various policies and procedures including, but not limited to, policies relating to trading operations, best execution, trade order aggregation and
allocation, short sales, cross-trading, code of conduct, personal securities trading, and purchases of securities from affiliated underwriters. These procedures are intended to help employees identify and mitigate potential side-by-side conflicts of
interest such as those described above. We have also developed a conflicts matrix listing potential side-by-side conflicts, the compliance policies and procedures reasonably designed to mitigate such potential conflicts of interest, and the
corresponding compliance testing program established with the goal of confirming the Firm’s adherence to such policies and procedures.
The primary objectives of the Mellon Capital compensation plans are
to:
•Motivate and
reward superior investment and business performance
•Motivate and reward
continued growth and profitability
•Attract and retain
high-performing individuals critical to the on-going success of Mellon Capital
•Create an ownership
mentality for all plan participants
Cash compensation is comprised
primarily of a market-based base salary and variable incentives (cash and deferred). Base salary is determined by the employees' experience and performance in the role, taking into account ongoing compensation benchmark analyses. Base salary is
generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or when a market adjustment of the position occurs. Funding for the Mellon Capital Annual and Long Term Incentive Plan is through a
pre-determined fixed percentage of overall Mellon Capital profitability. Therefore, all bonus awards are based initially on Mellon Capital's financial performance. The performance period under which annual incentive opportunities are earned covers
the January 1 through December 31st calendar year. The compensation for each individual is evaluated on a total compensation basis, in which combined salaries and incentives are reviewed against competitive market data (benchmarks) for each position
annually. Awards are 100% discretionary. Factors considered in awards include individual performance, team performance, investment performance of the associated portfolio(s) (including both short and long term returns) and qualitative behavioral
factors. Other factors considered in determining the award are the asset size and revenue growth/retention of the products managed (if applicable). Awards are paid partially in cash with the balance deferred through the Long Term Incentive
Plan.
Participants in the Long Term
Incentive Plan have a high level of accountability and a large impact on the success of the business due to the position's scope and overall responsibility. This plan provides for an annual award, payable in cash after a three-year cliff vesting
period as well as a grant of BNY Mellon Restricted Stock for senior level roles.
Mellon Capital's Portfolio Managers responsible for
managing mutual funds are paid by Mellon Capital and not by the mutual funds. The same methodology described above is used to determine Portfolio Manager compensation with respect to the management of mutual funds and other accounts. Mutual fund
Portfolio Managers are also eligible for the standard retirement benefits and health and welfare benefits available to all Mellon Capital employees. Certain Portfolio Managers may be eligible for additional retirement benefits under several
supplemental retirement plans that Mellon Capital provides to restore dollar-for-dollar the benefits of management employees that had been cut back solely as a result of certain limits due to the tax laws. These plans are structured to provide the
same retirement benefits as the standard retirement benefits. In addition, mutual fund Portfolio Managers whose compensation exceeds
certain limits may elect to defer a portion of their salary and/or
bonus under The Bank of New York Mellon Corporation Deferred Compensation Plan for Employees.
Ownership of Fund Shares
. As of October 31, 2015, the portfolio managers did not beneficially own any of the Funds’ shares.
Mondrian
sub-advises the Laudus International MarketMasters Fund (the “Fund”).
Other Accounts
.
In addition to the Fund, the portfolio manager is responsible for the day-to-day management of certain other accounts, as listed below, as of October 31,
2015. There are no accounts with respect to which the advisory fee is based on the performance of the account as of that date.
Name
|
Registered
Investment
Companies
|
Other
Pooled Investment
Vehicles
|
Other
Accounts
(separate accounts)
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Ormala
Krishnan
|
3
|
$1,159M
|
3
|
$3,328M
|
24
|
$3,851M
|
Frances
Cuthbert
|
0
|
$0
|
1
|
$2,381M
|
5
|
$1,078M
|
Aidan
Nicholson
|
0
|
$0
|
0
|
$0
|
12
|
$1,841M
|
Conflicts of Interest.
Mondrian does not foresee any
material conflicts of interest that may arise in the management of the Fund and any other accounts managed with similar investment guidelines. Mondrian acts solely as an investment manager and does not engage in any other business activities. The
following is a list of some potential conflicts of interest that can arise in the course of normal investment management business activities. Mondrian maintains and operates various policies and procedures which are designed to prevent or manage any
of the conflicts identified below so that the interests of its clients are put ahead of Mondrian’s own interests or those of its employees and directors:
Access to non-public information
Allocation of aggregated trades
Allocation of investment opportunities
Allocation of new issue opportunities
Broker/dealer selection and allocation
“Cherry picking” (inappropriate
attempts to improve the appearance of portfolio performance)
Client order priority
–
trading across mandates
Client order priority
–
directed and restricted brokers
Dealing in investments as agent for more than one
party
Dealing in investments as principal in
connection with the provision of seed capital for Mondrian sponsored Limited Partnerships and other Mondrian Funds
Directorships and external business
arrangements
Dual agency (cross trades)
Employee remuneration
Employee personal account dealing
Employee personal charitable giving
Employee personal political giving
Error resolution
Gifts and entertainment
Investment in shares issued by companies who are
clients of Mondrian
Management of investment
capacity
Marketing materials
Most favored nation fee arrangements
Performance fees
Personal conflicts of interest
Placement agents and pay to play
Portfolio holdings disclosure
Portfolio pumping (price manipulation to improve
portfolio performance)
Pricing and
valuation
Product allocation
Proxy voting
Relationships with consultants
Soft dollar arrangements (research and execution
services)
“Step out trades”
(where a broker shares commission with a third-party)
Transactions with affiliated brokers (Mondrian does
not have any affiliated brokers)
“Window dressing” (inappropriate
attempts to improve the appearance of portfolio performance)
Monitoring of Compliance with Conflicts of Interest
Procedures.
Mondrian’s Compliance Monitoring Program
incorporates periodic reviews of areas where the above listed conflicts of interest might arise. Compliance with Mondrian’s policies and procedures is monitored using exception reporting, as well as regular review, testing, and evaluation of
the appropriateness of the procedures.
Any
apparent violations of the above procedures will be investigated and reported to the Chief Compliance Officer, who will determine any action necessary.
Any material findings would be
reported to senior management and the Mondrian Compliance & Risk Committee (a sub-committee of the Company’s Board) and, where required, any relevant Regulator.
Compensation.
Mondrian’s compensation
program is designed to enable it to retain and motivate a team of high quality employees with both attractive shorter term remuneration and long-term equity incentives that are appropriately competitive, well-structured and which help align the
aspirations of individuals with those of clients and the company. Compensation is not based on the performance of specific funds or accounts managed. Mondrian’s compensation program includes:
Competitive Salary
—
All investment professionals are remunerated with a competitive base
salary.
Profit Sharing Bonus Pool
—
All Mondrian staff, including portfolio managers and
senior officers, qualify for participation in an annual profit sharing pool determined by the company's profitability (approximately 30% of profits).
Equity Ownership
—
Mondrian is employee owned. A high proportion of senior
Mondrian staff (investment professionals and other support functions) are shareholders in the business. Equity value is built up over many years with long vesting periods and the value of any individual’s equity is normally paid out in
instalments over a number of years post an agreed retirement from the firm. This is a (very) long term incentive plan directly tied to the long term equity value of the firm.
Incentives (Bonus and Equity Programs) therefore
focus on the key areas of a) research quality, b) long-term and short-term investment performance of securities that are brought or sold in the groups of portfolios for which the investment professional has research responsibility, c) teamwork, d)
client service and e) marketing. As an individual’s ability to influence these factors depends on that individual’s position and seniority within the firm, so the allocation to these factors and of participation in these programs will
reflect this.
At Mondrian, the
investment management of particular portfolios is not “star manager” based but uses a team system. This means that Mondrian’s investment professionals are primarily assessed on their contribution to the team’s effort and
results, though with an important element of their assessment being focused on the quality of their individual research contribution.
Remuneration Committee:
In determining the amount of bonus and equity awarded, Mondrian’s Board of Directors consults with the company’s Remuneration Committee, who will make recommendations
based on a number of factors including investment research, investment performance contribution, organization management, team work, client servicing and marketing.
Ownership of
Fund Shares.
As of October 31, 2015, the portfolio managers did not beneficially own any of the Fund’s shares.
Wellington Management
sub-advises the Laudus Small-Cap MarketMasters Fund (the “Fund”).
Other Accounts.
In addition to the Fund, each portfolio manager (collectively referred to as the “Portfolio Managers”) is responsible for the day-to-day
management of certain other accounts, as listed below. Mr. McCormack is manager to one account that is subject to a performance-based fee and Mr. Pederson manages two accounts that are subject to a performance-based fee. The information in the
following tables is provided as of October 31, 2015.
Name
|
Registered
Investment
Companies
|
Other
Pooled Investment
Vehicles
|
Other
Accounts
(separate accounts)
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Timothy
J. McCormack
|
9
|
$2,067,474,881
|
6
|
$1,591,729,485
|
24
|
$1,793,040,086
|
Shaun
F. Pederson
|
9
|
$2,067,474,881
|
8
|
$1,726,414,775
|
27
|
$2,408,720,461
|
Accounts where
compensation is based on account performance.
Name
|
Registered
Investment
Companies
|
Other
Pooled Investment
Vehicles
|
Other
Accounts
(separate accounts)
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Timothy
J. McCormack
|
0
|
$0
|
1
|
$217,463,200
|
0
|
$0
|
Shaun
F. Pederson
|
0
|
$0
|
2
|
$255,941,070
|
0
|
$0
|
Material Conflicts of Interest.
Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include
mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge
funds. The Fund’s managers listed in the prospectus who are primarily responsible for the day-to-day management of the Fund (Investment Professionals) generally manage accounts in several different investment styles. These accounts may have
investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the Fund. The Investment Professionals make investment decisions for each account, including the Fund, based on the investment
objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that account. Consequently, the Investment Professionals may purchase or sell securities, including IPOs, for one account and not
another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the Fund and thus the
accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the Fund.
An Investment Professional or other investment
professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the Fund, or make investment decisions that are similar to those made for
the Fund, both of which have the potential to adversely impact the Fund, depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another
account. Similarly, an Investment Professional may purchase the same security for the Fund and one or more other accounts at or about the same time. In those instances the other accounts will have access to their respective holdings prior to the
public disclosure of the Fund’s holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington
Management receives for managing the Fund. Messrs. McCormack and Pedersen also manage accounts which pay performance allocations to Wellington Management or its affiliates. Because incentive payments paid by Wellington Management to the Investment
Professionals are tied to revenues earned by Wellington Management, and, where noted, to the performance achieved
by the manager in each account, the incentives associated with any
given account may be significantly higher or lower than those associated with other accounts managed by a given Investment Professional. Finally, the Investment Professionals may hold shares or investments in the other pooled investment vehicles
and/or other accounts identified above. Wellington Management’s goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management has adopted and
implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management
monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics, and places additional investment restrictions on investment professionals who manage
hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management’s investment professionals. Although Wellington Management does
not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professional’s
various client mandates.
Compensation.
Wellington Management receives a fee based on the assets under management of the Fund as set forth in the Investment Sub-Advisory Agreement between Wellington
Management and CSIM on behalf of the Fund. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to the Fund. The following information is as of October 31,
2015.
Wellington Management’s
compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Management’s compensation of the Fund’s managers
listed in the prospectus who are primarily responsible for the day-to-day management of the Fund (Investment Professionals) includes a base salary and incentive components. The base salary for each Investment Professional who is a partner (a
“Partner”) of Wellington Management Group LLP, the ultimate holding company of Wellington Management, is generally a fixed amount that is determined by the managing partners of Wellington Management Group LLP. Each Investment
Professional is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Fund managed by the Investment Professional and generally each other account managed by such Investment Professional. Each
Investment Professional’s incentive payment relating to the Fund is linked to the gross pre-tax performance of the portion of the Fund managed by the Investment Professional compared to the benchmark index and/or peer group identified below
over one and three year periods, with an emphasis on three year results. In 2012, Wellington Management began placing increased emphasis on long-term performance and is phasing in a five-year performance comparison period, which will be fully
implemented by December 31, 2016. Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods and rates may differ) to other accounts managed by these Investment Professionals,
including accounts with performance fees.
Portfolio-based incentives across all accounts
managed by an investment professional can, and typically do, represent a significant portion of an investment professional’s overall compensation; incentive compensation varies significantly by individual and can vary significantly from year
to year. The Investment Professionals may also be eligible for bonus payments based on their overall contribution to Wellington Management’s business operations. Senior management at Wellington Management may reward individuals as it deems
appropriate based on factors other than account performance. Each Partner is eligible to participate in a Partner-funded tax qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Messrs. McCormack and
Pedersen are Partners.
Fund
|
|
Benchmark
Index and/or Peer Group for Incentive Period
|
Laudus
Small-Cap MarketMasters Fund
|
|
Russell
2000 Value
|
Ownership of Fund Shares.
As of October 31, 2015, the portfolio managers did not beneficially own any shares of the fund.
William Blair sub-advises
the Laudus International MarketMasters Fund (the “Fund”).
Other Accounts.
In addition to the Fund, the portfolio managers are also responsible for the day-to-day management of certain other accounts, as listed below, as of October
31, 2015. There are no accounts with respect to which the advisory fee is based on the performance of the account as of that date.
Name
|
Registered
Investment
Companies
|
Other
Pooled Investment
Vehicles
|
All
Other Accounts
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Number
of
Accounts
|
Total
Assets
|
Jeffrey
A. Urbina
|
11
|
$9,794,691,971
|
18
|
$3,291,574,739
|
63
|
$15,001,223,813
|
Simon
Fennell
|
12
|
$9,632,718,630
|
12
|
$1,777,573,598
|
39
|
$8,121,676,622
|
Stephanie
G. Braming
|
6
|
$8,292,324,932
|
5
|
$874,763,325
|
42
|
$9,436,051,427
|
Material Conflicts of Interest.
Since each portfolio manager manages other accounts in addition to the Fund, conflicts of interest may arise in connection with the
portfolio manager’s management of the Fund’s investments on the one hand and the investments of such other accounts on the other hand. However, William Blair has adopted policies and procedures designed to address such conflicts,
including, among others, policies and procedures relating to allocation of investment opportunities, soft dollars and aggregation of trades.
Compensation.
The compensation of the portfolio managers is based on the William Blair’s mission: “to achieve success for its clients.” The
portfolio managers are partners of William Blair, and as of October 31, 2015, their compensation consisted of a fixed base salary, a share of the firm’s profits and, in some instances, a discretionary bonus. The
discretionary bonus as well as any potential changes to the partners’ ownership stakes is determined by the head of the firm’s Investment Management Department, subject to the approval of the firm’s Executive Committee and is based
entirely on a qualitative assessment rather than a formula. The discretionary bonus rewards the specific accomplishments in the prior year, including short-term and long-term investment performance, quality of research ideas, and other contributions
to the firm and its clients. Changes in ownership stakes are based on an individual’s sustained, multi-year contribution to long-term investment performance, and to the firm’s revenue, profitability, intellectual capital and brand
reputation. The compensation process is a subjective one that takes into account the factors described above. Portfolio managers do not receive any direct compensation based upon the performance of any individual client account and no indices are
used to measure performance. In addition, there is no particular weighting or formula for evaluating the factors.
Ownership of
Fund Shares.
As of October 31, 2015, the portfolio managers did not beneficially own any shares of the Fund.
Brokerage Allocation And Other Practices
Portfolio Turnover
For reporting purposes, each
fund’s portfolio turnover rate is calculated by dividing the value of purchases or sales of portfolio securities for the fiscal year, whichever is less, by the monthly average value of portfolio securities the fund owned during the fiscal
year. When making the calculation, all securities whose maturities at the time of acquisition were one year or less (short term securities) are excluded.
A 100% portfolio turnover rate would occur, for
example, if all portfolio securities (aside from short term securities) were sold and either repurchased or replaced once during the fiscal year.
Typically, funds with high turnover (such as 100%
or more) tend to generate higher capital gains and transaction costs, such as brokerage commissions.
Variations in turnover rate may be due to a
fluctuating volume of shareholder purchase and redemption orders, market conditions, and/or changes in the investment adviser’s investment outlook.
Following are the portfolio turnover rates for the
past two fiscal years ended October 31 for each of the funds.
Fund
|
2015
|
2014
|
Laudus
Small-Cap MarketMasters Fund™
|
51%
|
79%
|
Laudus
International MarketMasters Fund™
|
72%
|
74%
|
Portfolio
Holdings Disclosure
The trust’s Board of Trustees (the
“Board”) has approved policies and procedures that govern the timing and circumstances regarding the disclosure of fund portfolio holdings information to shareholders and third parties. These policies and procedures are designed to
ensure that disclosure of information regarding the funds’ portfolio securities is in the best interests of fund shareholders, and include procedures to address conflicts between the interests of the funds’ shareholders, on the one hand,
and those of the funds’ investment adviser, principal underwriter or any affiliated person of a fund, its investment adviser or its principal underwriter, on the other. Pursuant to such procedures, the Board has authorized the President of the
trust to authorize the release of the funds’ portfolio holdings prior to regular public disclosure (as outlined in the prospectus) or regular public filings, as necessary, in conformity with the foregoing principles.
The Board exercises on-going oversight of the
disclosure of fund portfolio holdings by overseeing the implementation and enforcement of the funds’ policies and procedures by the Chief Compliance Officer and by considering reports and recommendations by the Chief Compliance Officer
concerning any material compliance matters. The Board will receive periodic updates, at least annually, regarding entities which were authorized to be provided “early disclosure” of the funds’ portfolio holdings information and
will periodically review any agreements that the trust has entered into to selectively disclose portfolio holdings.
A complete list of a fund’s
portfolio holdings is published on the funds’ website at www.csimfunds.com/laudusfunds_prospectus, under “Portfolio Holdings”, as discussed in the fund’s prospectus, generally 15-20 days from the calendar quarter end for bond
and equity funds. In addition, a list of the funds’ portfolio holdings as included in its semi-annual report filings is published on the website at www.csimfunds.com/laudusfunds_prospectus, under “Prospectuses & Reports”,
typically 60-80 days after the end of a fund’s fiscal quarter. On the website, the funds also provide on a monthly or quarterly basis information regarding certain attributes of a fund’s portfolio, such as a fund’s top ten
holdings, sector weightings, composition, credit quality and duration and maturity, as applicable. This information is generally updated within 5-25 days after the end of the period. This information on the website is publicly available to all
categories of persons.
Each fund may disclose
portfolio holdings information to certain persons and entities prior to and more frequently than the public disclosure of such information (early disclosure). The President of the trust may authorize early disclosure of portfolio holdings
information to such parties at differing times and/or with different lag times provided that (a) the President of the trust determines that the disclosure is in the best interests of the funds and that there are no conflicts of interest between the
funds’ shareholders and funds’ adviser and distributor; and (b) the recipient is, either by contractual agreement or otherwise by law, required to maintain the confidentiality of the information.
Portfolio holdings may be made available on a
selective basis to ratings agencies, certain industry organizations, consultants and other qualified financial professionals when the President of the trust determines such disclosure meets the requirements noted above and serves a legitimate
business purpose. Agreements entered into with such entities will describe the permitted use of portfolio holdings and provide that, among other customary confidentiality provisions: (i) the portfolio holdings will be kept confidential; (ii) the
person will not trade on the basis of any material non-public information; and (iii) the information will be used only for the purpose described in the agreement.
The funds’ service providers
including, without limitation, the investment adviser, the investment sub-advisers, the distributor, the custodian, fund accountant, transfer agent, counsel, auditor, proxy voting service provider, pricing
information vendors, trade
execution measurement vendors, securities lending agents, publisher, printer and mailing agent may receive disclosure of portfolio holdings information as frequently as daily in connection with the services they perform for the funds. The names of
those service providers to whom the funds selectively disclose portfolio holdings information will be disclosed in this SAI. CSIM, Glass Lewis, State Street and/or Brown Brothers Harriman, as service providers to the funds, are currently receiving
this information on a daily basis. RR Donnelley, as a service provider to the funds, is currently receiving this information on a quarterly basis. PwC, BFDS and Schwab, as service providers to the funds, receive this information on an as-needed
basis. Service providers are subject to a duty of confidentiality with respect to any portfolio holdings information they receive whether imposed by the confidentiality provisions of the service providers’ agreements with the trust or by the
nature of its relationship with the trust. Although certain of the service providers are not under formal confidentiality obligations in connection with disclosure of portfolio holdings, a fund will not continue to conduct business with a service
provider who the fund believes is misusing the disclosed information.
To the extent that a fund invests in an ETF, the
trust will, in accordance with exemptive orders issued by the SEC to ETF sponsors and the procedures adopted by the Board, promptly notify the ETF in writing of any purchase or acquisition of shares of the ETF that causes the fund to hold (i) 5% or
more of such ETF’s total outstanding voting securities, and (ii) 10% or more of such ETF’s total outstanding voting securities. In addition, CSIM will, upon causing a fund to acquire more than 3% of an open-end ETF’s outstanding
shares, notify the open-end ETF of the investment.
The funds’ policies and procedures prohibit
the funds, the funds’ investment adviser or any related party from receiving any compensation or other consideration in connection with the disclosure of portfolio holdings information.
The funds may disclose non-material information
including commentary and aggregate information about the characteristics of a fund in connection with or relating to a fund or its portfolio securities to any person if such disclosure is for a legitimate business purpose, such disclosure does not
effectively result in the disclosure of the complete portfolio securities of any fund (which can only be disclosed in accordance with the above requirements), and such information does not constitute material non-public information. Such disclosure
does not fall within the portfolio securities disclosure requirements outlined above.
Whether the information constitutes material
non-public information will be made on a good faith determination, which involves an assessment of the particular facts and circumstances. In most cases, commentary or analysis would be immaterial and would not convey any advantage to a recipient in
making a decision concerning a fund. Commentary and analysis include, but are not limited to, the allocation of a fund’s portfolio securities and other investments among various asset classes, sectors, industries, and countries, the
characteristics of the stock components and other investments of a fund, the attribution of fund returns by asset class, sector, industry and country, and the volatility characteristics of a fund.
Portfolio Transactions
The investment adviser and sub-advisers make
decisions with respect to the purchase and sale of portfolio securities on behalf of the funds. The investment adviser and sub-advisers are responsible for implementing these decisions, including the negotiation of commissions and the allocation of
principal business and portfolio brokerage. Purchases and sales of securities on a stock exchange or certain riskless principal transactions placed on NASDAQ are typically effected through brokers who charge a commission for their services.
Purchases and sales of fixed income securities may be transacted with the issuer, the issuer’s underwriter, or a dealer. The funds do not usually pay brokerage commissions on purchases and sales of fixed income securities, although the price
of the securities generally includes compensation, in the form of a spread or a mark-up or mark-down, which is not disclosed separately. The prices the funds pay to underwriters of newly-issued securities usually include a commission paid by the
issuer to the underwriter. Transactions placed through dealers who are serving as primary market makers reflect the spread between the bid and asked prices. The money market securities in which certain of the funds invest are traded primarily in the
OTC market on a net basis and do not normally involve either brokerage commissions or transfer taxes. It is expected that the cost of executing portfolio securities transactions of the funds will primarily consist of dealer spreads and brokerage
commissions.
The investment adviser and sub-advisers seek to
obtain the best execution for the funds’ portfolio transactions. The investment adviser or the sub-advisers may take a number of factors into account in selecting brokers or dealers to execute these transactions. Such factors may include,
without limitation, the following: execution price; brokerage commission or dealer spread; size or type of the transaction; nature or character of the markets; clearance or settlement capability; reputation; financial strength and stability of the
broker or dealer; efficiency of execution and error resolution; block trading capabilities; willingness to execute related or unrelated difficult transactions in the future; order of call; ability to facilitate short selling; provision of additional
brokerage or research services or products; whether a broker guarantees that a fund will receive, on aggregate, prices at least as favorable as the closing prices on a given day when adherence to “market-on-close” pricing aligns with
fund objectives; or whether a broker guarantees that a fund will receive the volume-weighted average price (VWAP) for a security for a given trading day (or portion thereof) when the investment adviser or the sub-advisers believe that VWAP execution
is in a fund’s best interest. In addition, the investment adviser and the sub-advisers have incentive sharing arrangements with certain unaffiliated brokers who guarantee market-on-close pricing: on a day when such a broker executes
transactions at prices better, on aggregate, than market-on-close prices, that broker may receive, in addition to his or her standard commission, a portion of the net difference between the actual execution prices and corresponding market-on-close
prices for that day.
The investment adviser
and sub-advisers may cause a fund to pay a higher commission than otherwise obtainable from other brokers or dealers in return for brokerage or research services or products if the investment adviser or a sub-adviser believes that such commission is
reasonable in relation to the services provided. In addition to agency transactions, the investment adviser and sub-adviser may receive brokerage and research services or products in connection with certain riskless principal transactions, in
accordance with applicable SEC and other regulatory guidelines. In both instances, these services or products may include: company financial data and economic data (e.g., unemployment, inflation rates and GDP figures), stock quotes, last sale prices
and trading volumes, research reports analyzing the performance of a particular company or stock, narrowly distributed trade magazines or technical journals covering specific industries, products, or issuers, seminars or conferences registration
fees which provide substantive content relating to eligible research, quantitative analytical software and software that provides analyses of securities portfolios, trading strategies and pre/post trade analytics, discussions with research analysts
or meetings with corporate executives which provide a means of obtaining oral advice on securities, markets or particular issuers, short-term custody related to effecting particular transactions and clearance and settlement of those trades, lines
between the broker-dealer and order management systems operated by a third party vendor, dedicated lines between the broker-dealer and the investment adviser’s order management system, dedicated lines providing direct dial-up service between
the investment adviser and the trading desk at the broker-dealer, message services used to transmit orders to broker-dealers for execution, electronic communication of allocation instructions between institutions and broker-dealers, comparison
services required by the SEC or another regulator (e.g., use of electronic confirmation and affirmation of institutional trades), exchange of messages among broker-dealers, custodians, and institutions related to a trade, post-trade matching of
trade information, routing settlement instructions to custodian banks and broker-dealers’ clearing agents, software that provides algorithmic trading strategies, and trading software operated by a broker-dealer to route orders to market
centers or direct market access systems. The investment adviser or the sub-advisers may use research services furnished by brokers or dealers in servicing all client accounts, and not all services may necessarily be used in connection with the
account that paid commissions or spreads to the broker or dealer providing such services.
The investment adviser or sub-adviser may receive a
service from a broker or dealer that has both a “research” and a “non-research” use. When this occurs, the investment adviser or sub-adviser will make a good faith allocation, under all the circumstances, between the research
and non-research uses of the service. The percentage of the service that is used for research purposes may be paid for with client commissions or spreads, while the investment adviser or a sub-adviser will use its own funds to pay for the percentage
of the service that is used for non-research purposes. In making this good faith allocation, the investment adviser or a sub-adviser faces a potential conflict of interest, but the investment adviser and sub-advisers believe that the costs of such
services may be appropriately allocated to their anticipated research and non-research uses.
The investment adviser and sub-advisers may
purchase for the funds, new issues of securities in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the investment adviser or sub-advisers with
research services, in accordance with applicable rules and regulations
permitting these types of arrangements. Generally, the seller will
provide research “credits” in these situations at a rate that is higher than that which is available for typical secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e) of the 1934
Act.
The investment adviser and sub-advisers
may place orders directly with electronic communications networks or other alternative trading systems. Placing orders with electronic communications networks or other alternative trading systems may enable funds to trade directly with other
institutional holders. At times, this may allow funds to trade larger blocks than would be possible trading through a single market maker.
The investment adviser and sub-advisers may
aggregate securities sales or purchases among two or more funds. The investment adviser and sub-advisers will not aggregate transactions unless it believes such aggregation is consistent with its duty to seek best execution for each affected fund
and is consistent with the terms of the investment advisory agreement for such fund. In any single transaction in which purchases and/or sales of securities of any issuer for the account of a fund are aggregated with other accounts managed by the
investment adviser and sub-advisers, the actual prices applicable to the transaction will be averaged among the accounts for which the transaction is effected, including the account of the fund.
In determining when and to what extent to use
Schwab or any other affiliated broker-dealer (including affiliates of the sub-advisers) as its broker for executing orders for the funds on securities exchanges, the investment adviser and the sub-advisers follow procedures, adopted by the
funds’ Board of Trustees, that are designed to ensure that affiliated brokerage commissions (if relevant) are reasonable and fair in comparison to unaffiliated brokerage commissions for comparable transactions. The Board reviews the procedures
annually and approves and reviews transactions involving affiliated brokers quarterly.
PROXY VOTING
The Board of Trustees of the trust
has delegated the responsibility for voting proxies to CSIM. The trustees have adopted CSIM’s Proxy Voting Policy and Procedures with respect to proxies voted on behalf of the various Schwab Funds portfolios. A description of CSIM’s
Proxy Voting Policy and Procedures is included in Appendix
—
Proxy Voting Policy and Procedures.
The trust is required to disclose annually a
fund’s complete proxy voting record on Form N-PX. Each fund’s proxy voting record for the most recent 12 month period ended June 30 is available by visiting the funds’ website at www.csimfunds.com/laudusfunds_prospectus. Each
fund’s Form N-PX will also be available on the SEC’s website at www.sec.gov.
Brokerage Commissions
For each of the last three fiscal years ended
October 31, the funds paid the following brokerage commissions:. Variances in brokerage commissions paid by a fund from year to year are due to increases and decreases in portfolio turnover in response to asset flows.
Fund
|
2013
|
2014
|
2015
|
Laudus
Small-Cap MarketMasters Fund™
|
$293,144
|
$286,365
|
$223,517
|
Laudus
International MarketMasters Fund™
|
$2,744,371
|
$3,231,393
|
$3,247,802
|
Regular Broker-Dealers
A fund’s regular
broker-dealers during its most recent fiscal year are: (1) the ten broker-dealers that received the greatest dollar amount of brokerage commissions from the fund; (2) the ten broker-dealers that engaged as principal in the largest dollar amount of
portfolio transactions; and (3) the ten broker-dealers that sold the largest dollar amount of the fund’s shares. During the fiscal year ended October 31, 2015, certain of the funds held securities issued by their respective regular
broker-dealers, as indicated below (as of October 31, 2015).
Fund
|
Regular
Broker-Dealer
|
Value
of
Holdings
|
Laudus
Small-Cap MarketMasters Fund™
|
Investment
Technology Group, Inc.
|
$5,780
|
Laudus
International MarketMasters Fund™
|
Credit
Suisse Securities (USA) LLC
|
$19,625,048
|
UBS
Securities LLC
|
$1,182,607
|
Deutsche
Bank Securities, Inc.
|
$314,006
|
Macquarie
Capital (USA) Inc.
|
$3,618,702
|
RBS
Securities, INC.
|
$128,807
|
HSBC
Securities (USA), Inc.
|
$1,236,136
|
Description Of The TRUST
Each fund is a series of Schwab Capital Trust, an
open-end management investment company organized as a Massachusetts business trust on May 7, 1993.
The funds may hold special shareholder meetings,
which may cause the funds to incur non-routine expenses. These meetings may be called for purposes such as electing trustees, changing fundamental policies and amending management contracts. Shareholders are entitled to one vote for each share owned
and may vote by proxy or in person. Proxy materials will be mailed to shareholders prior to any meetings, and will include a voting card and information explaining the matters to be voted upon.
The bylaws of the trust provide that a majority of
shares entitled to vote shall be a quorum for the transaction of business at a shareholders’ meeting, except that where any provision of law, or of the Declaration of Trust or of the bylaws permits or requires that (1) holders of any series
shall vote as a series, then a majority of the aggregate number of shares of that series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series, or (2) holders of any class shall vote as a class,
then a majority of the aggregate number of shares of that class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that class. Any lesser number shall be sufficient for adjournments. Any adjourned session
or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. The Declaration of Trust specifically authorizes the Board of Trustees to terminate the trust (or any of its
funds) by notice to the shareholders without shareholder approval.
Under Massachusetts law, shareholders of a
Massachusetts business trust could, under certain circumstances, be held personally liable for the trust’s obligations. The Declaration of Trust, however, disclaims shareholder liability for the trust’s acts or obligations and requires
that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the trust or the trustees. In addition, the Declaration of Trust provides for indemnification out of the property of an investment
portfolio in which a shareholder owns or owned shares for all losses and expenses of such shareholder or former shareholder if he or she is held personally liable for the obligations of the trust solely by reason of being or having been a
shareholder. Moreover, the trust will be covered by insurance, which the trustees consider adequate to cover foreseeable tort claims. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered remote,
because it is limited to circumstances in which a disclaimer is inoperative and the trust itself is unable to meet its obligations. There is a remote possibility that a fund could become liable for a misstatement in the prospectus or SAI about
another fund.
As more fully described in the Declaration of
Trust, the trustees may each year, or more frequently, distribute to the shareholders of each series accrued income less accrued expenses and any net realized capital gains less accrued expenses. Distributions of each year’s income of each
series shall be distributed pro rata to shareholders in proportion to the number of shares of each series held by each of them. Distributions will be paid in cash or shares or a combination thereof as determined by the trustees. Distributions paid
in shares will be paid at the net asset value as determined in accordance with the bylaws.
Any series of the trust may reorganize or merge
with one or more other series of the trust or of another investment company. Any such reorganization or merger shall be pursuant to the terms and conditions specified in an agreement and plan of reorganization authorized and approved by the trustees
and entered into by the relevant series in connection therewith. In addition, such reorganization or merger may be authorized by vote of a majority of the trustees then in office and, to the extent permitted by applicable law and the Declaration of
Trust, without the approval of shareholders of any series.
PURCHASE, REDEMPTION, DELIVERY OF SHAREHOLDER
DOCUMENTS AND PRICING OF
SHARES
Purchasing and Redeeming Shares of the Funds
The funds are open each day that
the New York Stock Exchange (NYSE) is open. The NYSE’s trading session is normally conducted from 9:30 a.m. until 4:00 p.m. Eastern time, Monday through Friday; although some days, such as in advance of, and following, holidays, the
NYSE’s trading session closes early. The following holiday closings are currently scheduled for 2016-2017: New Year’s Day (observed), Martin Luther King Jr.’s Birthday, Presidents’ Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day (observed). Orders that are received in good order by the funds’ transfer agent no later than the time specified by the trust will be executed that day at the funds’ (or class’)
share price calculated that day. On any day that the NYSE closes early, the funds reserve the right to advance the time by which purchase, redemption and exchange orders must be received by the funds’ transfer agent that day in order to be
executed that day at that day’s share price. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened for
business, the funds reserve the right to treat such day as a business day and accept purchase and redemption orders and calculate their share price as of the normally scheduled close of regular trading on the NYSE for that day.
The funds have authorized one or more brokers to
accept on their behalf purchase and redemption orders. Such brokers have also been authorized to designate other intermediaries to accept purchase and redemption orders on the funds’ behalf. The funds will be deemed to have received a purchase
or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, receives such order. Such orders will be priced at the respective fund’s net asset value per share next determined after such orders are
received by an authorized broker or the broker’s authorized designee.
As long as the funds or Schwab
follow reasonable procedures to confirm that an investor’s telephone or internet order is genuine, they will not be liable for any losses the investor may experience due to unauthorized or fraudulent instructions. These procedures may include
requiring a form of personal identification or other confirmation before acting upon any telephone or internet order, providing written confirmation of telephone or internet orders and tape recording all telephone orders.
Share certificates will not be issued in order to
avoid additional administrative costs, however, share ownership records are maintained by Schwab, other authorized financial intermediaries or, for direct shareholders, by the funds’ transfer agent.
The trust’s Declaration of Trust provides
that shares may be automatically redeemed if held by a shareholder in an amount less than the minimum required by each fund or share class. Each fund’s minimum initial investments and minimum balance requirements, if any, are set forth in the
fund’s prospectus. The minimums may be changed without prior notice.
Certain investment managers may aggregate
the investments of their underlying customer accounts for purposes of meeting the Select Shares initial minimum investment and minimum balance requirements. In order to aggregate investments for these purposes, investment managers must purchase
shares through a financial institution, such as a broker, that has been approved by the fund or its distributor and that has the capability to process purchase and redemption orders and to monitor the balances of the managers’ underlying
customer accounts on an aggregated basis.
Each of the funds has made an
election with the SEC to pay in cash all redemptions requested by any shareholder of record limited in amount during any 90-day period to the lesser of $250,000 or 1% of its net assets at the beginning of such period. This election is irrevocable
without the SEC’s prior approval. Redemption requests in excess of these limits may be paid, in whole or in part, in investment securities or in cash, as the Board may deem advisable. Payment will be made wholly in cash unless the Board
believes that economic or market conditions exist that would make such payment a detriment to the best interests of a fund. If redemption proceeds are paid in investment securities, such securities will be valued as set forth in “Pricing of
Shares.” A redeeming shareholder would normally incur transaction costs if he or she were to convert the securities to cash.
Each fund is designed for long-term investing.
Because short-term trading activities can disrupt the smooth management of a fund and increase its expenses, each fund reserves the right, in its sole discretion, to refuse any purchase or exchange order, or large purchase or exchange orders,
including any purchase or exchange order which appears to be associated with short-term trading activities or “market timing.” Because market timing decisions to buy and sell securities typically are based on an individual
investor’s market outlook, including such factors as the perceived strength of the economy or the anticipated direction of interest rates, it is difficult for a fund to determine in advance what purchase or exchange orders may be deemed to be
associated with market timing or short-term trading activities. The funds and Schwab reserve the right to refuse any purchase or exchange order, including large orders that may negatively impact their operations. More information regarding the
funds’ policies regarding “market timing” is included in the funds’ prospectuses.
In certain circumstances, shares of a fund may be
purchased “in kind” (i.e., in exchange for securities, rather than for cash). The securities tendered as part of an in-kind purchase must be liquid securities that are not restricted as to transfer and have a value that is readily
ascertainable as evidenced by a listing on the American Stock Exchange, the NYSE, or NASDAQ. Securities accepted by the fund will be valued, as set forth in the fund’s prospectus, as of the time of the next determination of net asset value
after such acceptance. The shares of the fund that are issued to the shareholder in exchange for the securities will be determined as of the same time. All dividend, subscription, or other rights that are reflected in the market price of accepted
securities at the time of valuation become the property of the fund and must be delivered to the fund by the investor upon receipt from the issuer. A fund will not accept securities in exchange for its shares unless such securities are, at the time
of the exchange, eligible to be held by the fund and satisfy such other conditions as may be imposed by the fund’s investment adviser.
Exchanging Shares of the Funds
Methods to purchase and redeem shares of a fund are
set forth in the funds’ prospectus. An exchange order involves the redemption of all or a portion of the shares of one Schwab Fund, including Laudus MarketMasters Funds
®
, and the simultaneous purchase of shares of another Schwab Fund, including another Laudus MarketMasters Fund. Exchange orders must meet the minimum
investment and any other requirements of the fund or class purchased. Exchange orders may not be executed between shares of Sweep Investments
®
and
shares of non-Sweep Investments. Shares of Sweep Investments may be bought and sold automatically pursuant to the terms and conditions of your Schwab account agreement or by direct order as long as you meet the minimums for direct investments. In
addition, different exchange policies may apply to Schwab Funds
®
that are bought and sold through third-party investment providers and the exchange
privilege between Schwab Funds may not be available through third-party investment providers.
The funds and Schwab reserve certain rights with
regard to exchanging shares of the funds. These rights include the right to: (i) refuse any purchase or exchange order that may negatively impact a fund’s operations; (ii) refuse orders that appear to be associated with short-term trading
activities; and (iii) materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders.
Delivery of Shareholder Documents
Typically once a year, an updated
prospectus will be mailed to shareholders describing each fund’s investment strategies, risks and shareholder policies. Twice a year, financial reports will be mailed to shareholders describing each fund’s performance and investment
holdings. To eliminate duplicate mailings of shareholder documents, each household may receive one copy of these documents, under certain conditions. This practice is commonly called “householding.” If you want to receive multiple
copies, you may write or call your fund at the address or telephone number on the front of this SAI or contact the financial intermediary through which you hold fund shares. Your instructions will be effective within 30 days of receipt by a fund or
other date as communicated by the financial intermediary.
Pricing of Shares
Each business day, each fund or
share class of a fund calculates its share price, net asset value per share or NAV, as of the close of the NYSE (generally 4:00 p.m. Eastern time). This means that NAVs are calculated using the values of a fund’s portfolio securities as of the
close of the NYSE. Such values are required to be determined in one of two ways: securities for which market quotations are readily available are required to be valued at current market value; and securities for which market quotations are not
readily available or the investment adviser deems to be unreliable are required to be valued at fair value using procedures approved by the Board of Trustees. If the NYSE is closed due to weather or other extenuating circumstances on a day it would
typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the funds reserve the right to treat such day as a business day and accept purchase and redemption orders and calculate their share
price as of the normally scheduled close of regular trading on the NYSE for that day.
Shareholders of funds that invest in foreign
securities should be aware that because foreign markets are often open on weekends and other days when the funds are closed, the value of some of a fund’s securities may change on days when it is not possible to buy or sell shares of the fund.
The funds use approved pricing sources to provide values for their portfolio securities. Current market values are generally determined by the approved pricing sources as follows: generally securities traded on exchanges, excluding the NASDAQ
National Market System, are valued at the last-quoted sales price on the exchange on which such securities are primarily traded, or, lacking any sales, at the mean between the bid and ask prices; generally securities traded in the over-the-counter
market are valued at the last reported sales price that day, or, if no sales are reported, at the mean between the bid and ask prices. Generally securities listed on the NASDAQ National Market System are valued in accordance with the NASDAQ Official
Closing Price. In addition, securities that are primarily traded on foreign exchanges are generally valued at the official closing price or last sales price on the exchange where the securities are primarily traded with these values then translated
into U.S. dollars at the current exchange rate. Fixed income securities normally are valued based on valuations provided by approved pricing sources. Securities may be fair valued pursuant to procedures approved by the funds’ Board of Trustees
when a security is de-listed or its trading is halted or suspended; when a security’s primary pricing source is unable or unwilling to provide a price; when a security’s primary trading market is closed during regular market hours; when
a security’s value is materially affected by events occurring after the close of the security’s primary trading market; or a furnished price appears manifestly incorrect. The Board of Trustees regularly reviews fair value determinations
made by the funds pursuant to the procedures.
Taxation
Federal Tax Information for the Funds
This discussion of federal income tax consequences
is based on Subchapter M of the Internal Revenue Code and the regulations issued thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions
expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein.
It is each fund’s policy to qualify for
taxation as a RIC by meeting the requirements of Subchapter M of the Internal Revenue Code. By qualifying as a RIC, each fund expects to eliminate or reduce to a nominal amount the federal income tax to which it is subject. If a fund does not
qualify as a RIC under the Internal Revenue Code, it will be subject to federal income tax on its net investment income and any net realized capital gains. In addition, the fund
could be required to recognize unrealized gains, pay substantial
taxes and interest, and make substantial distributions before requalifying as a RIC.
Each fund is treated as a separate
entity for federal income tax purposes and is not combined with the trust's other funds. Each fund intends to qualify as a RIC so that it will be relieved of federal income tax on that part of its income that is distributed to shareholders. In order
to qualify for treatment as a RIC, a fund must, among other requirements, distribute annually to its shareholders an amount at least equal to the sum of 90% of its investment company taxable income (generally, net investment income plus the excess,
if any, of net short-term capital gain over net long-term capital losses) and 90% of its net tax-exempt income. Among these requirements are the following: (i) at least 90% of a fund’s gross income each taxable year must be derived from
dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such stock or securities or
currencies and net income derived from an interest in a qualified publicly traded partnership; (ii) at the close of each quarter of a fund’s taxable year, at least 50% of the value of its total assets must be represented by cash and cash
items, U.S. government securities, securities of other RICs and other securities, with such other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of a fund's assets and that does not represent more
than 10% of the outstanding voting securities of such issuer; and (iii) at the close of each quarter of a fund’s taxable year, not more than 25% of the value of its assets may be invested in securities (other than U.S. government securities or
the securities of other RICs) of any one issuer or of two or more issuers and which are engaged in the same, similar, or related trades or businesses if the fund owns at least 20% of the voting power of such issuers, or the securities of one or more
qualified publicly traded partnerships.
Certain master limited partnerships may qualify as
“qualified publicly traded partnerships” for purposes of the Subchapter M diversification rules described above. To do so, the master limited partnership must satisfy two requirements during the taxable year. First, the interests of such
partnership either must be traded on an established securities market or must be readily tradable on a secondary market (or the substantial equivalent thereof). Second, less than 90% of the partnership’s gross income can consist of dividends,
interest, payments with respect to securities loans, or gains from the sale or other disposition of stock or securities or foreign currencies, or other income derived with respect to its business of investing in such stock securities or
currencies.
The Internal Revenue Code imposes
a non-deductible excise tax on RICs that do not distribute in a calendar year (regardless of whether they otherwise have a non-calendar taxable year) an amount equal to 98% of their “ordinary income” (as defined in the Internal Revenue
Code) for the calendar year plus 98.2% of their net capital gain for the one-year period ending on October 31 of such calendar year, plus any undistributed amounts from prior years. The non-deductible excise tax is equal to 4% of the deficiency. For
the foregoing purposes, a fund is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year and certain amounts with respect to which estimated taxes are paid in such calendar
year. A fund may in certain circumstances be required to liquidate fund investments to make sufficient distributions to avoid federal excise tax liability at a time when the investment advisor or sub-adviser might not otherwise have chosen to do so,
and liquidation of investments in such circumstances may affect the ability of a fund to satisfy the requirements for qualification as a RIC.
A fund’s transactions in futures contracts,
forward contracts, foreign currency exchange transactions, options and certain other investment and hedging activities may be restricted by the Internal Revenue Code and are subject to special tax rules. In a given case, these rules may accelerate
income to a fund, defer its losses, cause adjustments in the holding periods of a fund’s assets, convert short term capital losses into long term capital losses or otherwise affect the character of a fund’s income. These rules could
therefore affect the amount, timing and character of distributions to shareholders. The funds will endeavor to make any available elections pertaining to these transactions in a manner believed to be in the best interest of the funds and their
shareholders.
Each fund is required for
federal income tax purposes to mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain or loss
from futures and options contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing
and character of distributions to shareholders. A fund may be
required to defer the recognition of losses on futures contracts, options contracts and swaps to the extent of any unrecognized gains on offsetting positions held by the fund. It is anticipated that any net gain realized from the closing out of
futures or options contracts will be considered gain from the sale of securities and therefore will be qualifying income for purposes of the 90% requirement described above. Each fund distributes to shareholders at least annually any net capital
gains which have been recognized for federal income tax purposes, including unrealized gains at the end of the fund’s fiscal year on futures or options transactions. Such distributions are combined with distributions of capital gains realized
on each fund’s other investments and shareholders are advised on the nature of the distributions.
With respect to investments in
zero coupon or other securities which are sold at original issue discount and thus do not make periodic cash interest payments, a fund will be required to include as part of its current income the imputed interest on such obligations even though the
fund has not received any corresponding interest payments on such obligations during that period. Because each fund distributes all of its net investment income to its shareholders, a fund may have to sell fund securities to distribute such imputed
income which may occur at a time when the adviser would not have chosen to sell such securities and which may result in taxable gain or loss.
Federal Income Tax Information for
Shareholders
The discussion of federal income
taxation presented below supplements the discussion in the funds’ prospectus and only summarizes some of the important federal tax considerations generally affecting shareholders of the funds. Accordingly, prospective investors (particularly
those not residing or domiciled in the United States) should consult their own tax advisors regarding the consequences of investing in a fund.
Any dividends declared by a fund in October,
November or December and paid the following January are treated, for tax purposes, as if they were received by shareholders on December 31 of the year in which they were declared. In general, distributions by a fund of investment company taxable
income (including net short-term capital gains), if any, whether received in cash or additional shares, will be taxable to you as ordinary income. A portion of these distributions may be treated as qualified dividend income (eligible for the reduced
rates to individuals as described below) to the extent that a fund receives qualified dividend income. Qualified dividend income is, in general, dividend income from taxable domestic corporations and certain foreign corporations (e.g., foreign
corporations incorporated in a possession of the United States or in certain countries with a comprehensive tax treaty with the United States, or the stock of which is readily tradable on an established securities market in the United States). A
dividend will not be treated as qualified dividend income to the extent that (i) the shareholder has not held the shares of the fund on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is 60
days before the date on which the shares of the fund become ex-dividend with respect to such dividend (and the fund must also satisfy those holding period requirements with respect to the securities it holds that paid the dividends distributed to
the shareholder), (ii) the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to substantially similar or related property, or (iii) the shareholder elects to treat such dividend
as investment income under section 163(d)(4)(B) of the Internal Revenue Code. Dividends received by a fund from a REIT or another RIC may be treated as qualified dividend income only to the extent the dividend distributions are attributable to
qualified dividend income received by such REIT or RIC. It is expected that dividends received by a fund from a REIT and distributed to a shareholder generally will be taxable to the shareholder as ordinary income.
Distributions from net capital gain (if any) that
are reported as capital gains dividends are taxable as long-term capital gains without regard to the length of time the shareholder has held shares of a fund. However, if you receive a capital gains dividend with respect to fund shares held for six
months or less, any loss on the sale or exchange of those shares shall, to the extent of the capital gains dividend, be treated as a long-term capital loss. The maximum individual rate applicable to “qualified dividend income” and
long-term capital gains is generally either 15% or 20%, depending on whether the taxpayer’s income exceeds certain threshold amounts.
Under the Regulated Investment
Company Modernization Act of 2010, net capital losses incurred by a fund in the taxable years after the effective enactment date, December 22, 2010, will not expire. However, such losses must be utilized prior to the losses incurred in the year
preceding enactment. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Post-enactment capital losses arise in fiscal years beginning after the enactment date exclude any elective
post-October capital losses deferred during the period from
November 1 to the end of a
fund’s fiscal year. In addition, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term losses rather than short-term as under previous law.
An additional 3.8% Medicare tax is imposed on
certain net investment income (including ordinary dividends and capital gain distributions received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of U.S. individuals, estates and trusts to the extent that
such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.
A fund will inform you of the amount of your
ordinary income dividends and capital gain distributions, if any, at the time they are paid and will advise you of their tax status for federal income tax purposes, including what portion of the distributions will be qualified dividend income,
shortly after the close of each calendar year. For corporate investors in a fund, dividend distributions the fund reports as dividends received from qualifying domestic corporations will be eligible for the 70% corporate dividends-received deduction
to the extent they would qualify if the fund were a regular corporation. Distributions by a fund also may be subject to state, local and foreign taxes, and their treatment under applicable tax laws may differ from the federal income tax
treatment.
Each fund will be required in
certain cases to withhold at the applicable withholding rate and remit to the U.S. Treasury the withheld amount of taxable dividends and redemption proceeds paid to any shareholder who (1) fails to provide a correct taxpayer identification number
certified under penalty of perjury; (2) is subject to withholding by the U.S. Internal Revenue Service for failure to properly report all payments of interest or dividends; (3) fails to provide a certified statement that he or she is not subject to
“backup withholding”; or (4) fails to provide a certified statement that he or she is a U.S. person (including a U.S. resident alien). Backup withholding is not an additional tax and any amounts withheld may be credited against the
shareholder’s ultimate U.S. tax liability.
Foreign shareholders (i.e.,
nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from net investment income and short
term capital gains; provided, however, that U.S. source interest related dividends and short-term capital gain dividends generally are not subject to U.S. withholding taxes if a fund elects to make reports with respect to such dividends.
Distributions to foreign shareholders of such short-term capital gain dividends and long term capital gains, and any gains from the sale or other disposition of shares of a fund, generally are not subject to U.S. taxation, unless the recipient is an
individual who either (1) meets the Internal Revenue Code’s definition of “resident alien” or (2) is physically present in the U.S. for 183 days or more per year. Foreign shareholders may also be subject to U.S. estate taxes with
respect to shares in a fund. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a
tax treaty may be different than those described above. Notwithstanding the foregoing, a portion of the income, if any, derived by a fund from investments in REITs that hold residual interests in real estate mortgage investment conduits (REMICs) may
be classified as “excess inclusion income.” With respect to foreign shareholders, no exemption or reduction in withholding tax will apply to such excess inclusion income.
The funds are required to withhold U.S. tax (at a
30% rate) on payments of dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply with extensive new reporting and withholding requirements designed to
inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the funds to enable the funds to determine whether withholding is required.
Certain tax-exempt shareholders, including
qualified pension plans, individual retirement accounts, salary deferral arrangements, 401(k)s, and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income (UBTI).
Under current law, a fund generally serves to block UBTI from being realized by their tax-exempt shareholders. However, notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by virtue of its investment in a fund where, for
example, (i) the fund invests in REITs that hold residual interests in REMICs or (ii) shares in the fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of section 514(b) of the Internal Revenue Code.
Charitable remainder trusts are subject to special rules and should consult their tax advisors. There are no restrictions preventing a fund from holding investments in REITs that hold residual interests in REMICs, and the fund may do so. The
Internal
Revenue Service has issued recent guidance with respect to these
issues and prospective shareholders, especially charitable remainder trusts, are strongly encouraged to consult with their tax advisors regarding these issues.
Income the funds receive from
sources within various foreign countries may be subject to foreign income taxes withheld at the source. If the fund has more than 50% of its assets invested in foreign securities at the end of its taxable year, it may elect to “pass
through” to its shareholders the ability to take either the foreign tax credit or the deduction for foreign taxes. Pursuant to this election, U.S. shareholders must include in gross income, even though not actually received, their respective
pro rata share of foreign taxes, and may either deduct their pro rata share of foreign taxes (but not for alternative minimum tax purposes) or credit the tax against U.S. income taxes, subject to certain limitations described in Internal Revenue
Code sections 901 and 904. A shareholder who does not itemize deductions may not claim a deduction for foreign taxes. It is expected that the Laudus International MarketMasters Fund will have more than 50% of the value of its assets invested in
foreign securities at the close of its taxable years, and that it will be permitted to make this election.
The funds may invest in a non-U.S. corporation,
which could be treated as a passive foreign investment company (PFIC) or become a PFIC under the Internal Revenue Code. This could result in adverse tax consequences upon the disposition of, or the receipt of “excess distributions” with
respect to, such equity investments. To the extent the fund does invest in PFICs, it may be eligible to elect to treat the PFIC as a “qualified electing fund” or mark-to-market its investments in PFICs annually. In either case, the fund
may be required to distribute amounts in excess of realized income and gains. To the extent the fund does invest in foreign securities which are determined to be PFIC securities and are required to pay a tax on such investments, a credit for this
tax would not be allowed to be passed through to the fund’s shareholders. Therefore, the payment of this tax would reduce the fund’s economic return from their PFIC shares, and excess distributions received with respect to such shares
are treated as ordinary income rather than capital gains.
Section 988 of the Code contains special tax rules
applicable to certain foreign currency transactions and instruments that may affect the amount, timing and character of income, gain or loss recognized by a fund. Under these rules, foreign exchange gain or loss realized by a fund with respect to
foreign currencies and certain futures and options thereon, foreign currency-denominated debt instruments, foreign currency forward contracts, and foreign currency-denominated payables and receivables will generally be treated as ordinary income or
loss, although in some cases elections may be available that would alter this treatment. Foreign currency losses could result in distributions of ordinary income being reclassified as a return of capital for tax purposes.
Under U.S. Treasury regulations, if a shareholder
recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of
portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC such as the fund are not excepted. Future guidance may extend the current exception from this reporting requirement to
shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to
determine the applicability of these regulations in light of their individual circumstances.
Shareholders are urged to consult their tax
advisors as to the state and local tax rules affecting investments in the funds.
APPENDIX
–
PRINCIPAL HOLDERS OF SECURITIES
Fund
|
Customer
|
Percent
owned
|
Laudus
Small-Cap MarketMasters Fund - Investor
Shares
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn SchwabFunds Team N
211 Main Street
San Francisco, CA 94105
|
95.18%
|
|
|
|
Laudus
Small-Cap MarketMasters Fund - Select
Shares
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn SchwabFunds Team N
211 Main Street
San Francisco, CA 94105
|
98.90%
|
|
|
|
|
Schwab
Target 2040 (SWERX)
211 Main Street
San Francisco, CA 94105
|
21.74%
1
|
|
|
|
|
Schwab
Target 2030 (SWDRX)
211 Main Street
San Francisco, CA 94105
|
15.18%
1
|
|
|
|
|
Schwab
Balanced Fund
211 Main Street
San Francisco, CA 94105
|
30.01%
1
|
|
|
|
|
Schwab
Target 2020 (SWCRX)
211 Main Street
San Francisco, CA 94105
|
6.22%
1
|
|
|
|
|
Schwab
Target 2025
211 Main Street
San Francisco, CA 94105
|
6.43%
1
|
|
|
|
|
Schwab
Target 2035
211 Main Street
San Francisco, CA 94105
|
7.70%
1
|
|
|
|
Laudus
International MarketMasters Fund -
Investor Shares
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn SchwabFunds Team N
211 Main Street
San Francisco, CA 94105
|
86.95%
|
|
|
|
|
National
Financial Services LLC
For Exclusive Benefit of Customers
Attn: Mutual Funds Dept 5
th
Floor
200 Liberty Street
One World Financial
Center
New York, NY 10281-1003
|
6.87%
|
|
|
|
Laudus
International MarketMasters Fund - Select
Shares
|
Charles
Schwab & Co., Inc.
FBO Customers
Attn SchwabFunds Team N
211 Main Street
San Francisco, CA 94105
|
58.72%
|
|
|
|
Fund
|
Customer
|
Percent
owned
|
|
Band
& Co c/o US Bank NA
P.O. Box 1787
Milwaukee, WI 53201-1787
|
23.32%
|
|
|
|
|
Schwab
Target 2040 (SWERX)
211 Main Street
San Francisco, CA 94105
|
8.52%
1
|
|
|
|
|
Schwab
Target 2030 (SWDRX)
211 Main Street
San Francisco, CA 94105
|
6.86%
1
|
1
|
These shares are
held within the Charles Schwab & Co., Inc. account listed elsewhere in the table.
|
Charles Schwab Investment
Management, Inc.
The Charles Schwab Family of Funds
Schwab Investments
Schwab Capital Trust
Schwab Annuity Portfolios
Laudus Trust
Schwab Strategic Trust
PROXY VOTING POLICY AND PROCEDURES
AS OF MARCH, 2016
Charles Schwab
Investment Management, Inc. (“CSIM”), as an investment adviser, is generally responsible for voting proxies with respect to the securities held in accounts of investment companies and other clients for which it provides discretionary
investment management services. CSIM’s Proxy Committee exercises and documents CSIM’s responsibility with regard to voting of client proxies (the “Proxy Committee”). The Proxy Committee is composed of representatives of
CSIM’s Fund Administration, Portfolio Management, and Legal Departments, and chaired by CSIM’s Chief Investment Officer, Equities or his/her delegate. The Proxy Committee reviews and may amend periodically these policies. The policies
stated in these Proxy Voting Policy and Procedures (the “Proxy Policies”) pertain to all of CSIM’s clients.
The Boards of Trustees (the
“Board”) of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, and Schwab Annuity Portfolios (“Schwab Funds”), Laudus Trust (“Laudus Funds”) and Schwab Strategic Trust (“Schwab
ETFs”; collectively with the Schwab Funds and Laudus Funds, the “Funds”) have delegated the responsibility for voting proxies to CSIM through their respective investment advisory agreements. The Board has adopted these Proxy
Policies with respect to proxies voted on behalf of the various series of the Schwab Funds, Laudus Funds, and Schwab ETFs. CSIM will present amendments to the Board for approval. However, there may be circumstances where the Proxy Committee deems it
advisable to amend these Proxy Policies between regular Schwab Funds, Laudus Funds and Schwab ETFs Board meetings. In such cases, the Board will be asked to ratify any changes at the next regular meeting of the Board.
To assist CSIM in its responsibility for
voting proxies and the overall proxy voting process, CSIM has retained Glass Lewis & Co. (“Glass Lewis”) as an expert in the proxy voting and corporate governance area. The services provided by Glass Lewis include in-depth research,
global issuer analysis, and voting recommendations as well as vote execution, reporting and record keeping. CSIM may also retain additional experts in the proxy voting and corporate governance area.
The Proxy Committee has the ultimate
responsibility for making the determination of how to vote the shares to seek to maximize the value of that particular holding.
CSIM believes that its role as a
fiduciary is of utmost importance. In voting proxy ballots, CSIM’s ultimate objective is to maximize the value of our clients’ investments by protecting the long-term best interests of shareholders. CSIM believes that directors, as
shareholders’ elected representatives, are best positioned to oversee the management of companies in which CSIM’s clients invest, thereby promoting and protecting its clients’ long-term interests. Therefore, CSIM will generally
support a board of directors’ recommendations unless concerns arise, such as the board’s performance, accountability or management of conflicts of interests.
CSIM invests on behalf of its clients in
companies domiciled all over the world. Since corporate governance standards and best practices differ by country and jurisdiction, the market context is taken into account in the analysis of proposals. Furthermore, there are instances where CSIM
may determine that voting is not in the best interests of its clients (typically due to costs or to trading restrictions) and will refrain from submitting votes.
III.
|
PROXY VOTING GUIDELINES
|
The Proxy
Committee receives and reviews Glass Lewis’ written proxy voting policies and procedures (“Glass Lewis’ Proxy Policies”). Positions on proposals are evaluated by the Proxy Committee in the long-term best interests of
shareholders. Below is a description of CSIM’s guidelines on key proposals for votes on U.S. and Canadian companies. In other circumstances, CSIM generally will utilize the Glass Lewis’ Proxy Policies (which are posted on the
Funds’ website).
A.
|
DIRECTORS AND AUDITORS
|
As a starting point, CSIM expects the
board to be composed of a majority of independent directors and to be responsive to shareholders. CSIM also expects directors that serve on a company’s nominating, compensation or audit committee to be independent.
Factors that may result in a vote against
one or more directors:
• The board is not
majority independent
• Non-independent
directors serve on the nominating, compensation or audit committees
•
Director recently failed to attend at least 75% of meetings or serves on an excessive number of publically traded company boards
•
Directors approved executive compensation schemes that appear misaligned with shareholders’ interests
•
Director recently acted in a manner inconsistent with these Proxy Policies or failed to be responsive to concerns of a majority of shareholders
CSIM typically supports the ratification
of auditors unless CSIM believes that the auditors’ independence may have been compromised.
Factors that may result in a vote against
the ratification of auditors:
• Audit-related fees are
less than half of the total fees paid by the company to the audit firm
• A recent material
restatement of annual financial statements
CSIM generally defers to
management’s recommendation for classified board proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting a shareholder proposal to de-classify a board:
•
The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
•
The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
• The company had
material financial statement restatements
•
The company’s board adopted a shareholder rights plan (also known as a “Poison Pill”) during the past year and did not submit it to shareholders for approval
CSIM generally supports majority voting
proposals when they call for plurality voting standards in contested elections.
CSIM typically supports the concept of
voting rights being proportional to shareholders’ economic stake in the company. Therefore, CSIM will generally not support cumulative voting proposals unless the company has a controlling shareholder or shareholder group and has plurality
voting standards.
CSIM typically does not support proxy
access proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting proxy access:
•
The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
•
The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
• The company had
material financial statement restatements
•
The company’s board adopted a Poison Pill during the past year and did not submit it to shareholders for approval
CSIM believes that the board is typically
best positioned to determine its leadership structure. Therefore, CSIM will typically not support proposals requiring an independent chair unless CSIM has concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting a shareholder proposal requiring an independent chair:
•
The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
•
The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
• The company had
material financial statement restatements
•
The company’s board adopted a Poison Pill during the past year and did not submit it to shareholders for approval
i.
|
Advisory Vote on Executive Compensation and Frequency
|
CSIM generally supports advisory votes on
executive compensation (also known as “Say-On-Pay”) when the compensation scheme appears aligned with shareholder economic interests and lacks problematic features.
Factors that may result in a vote against
Say-On-Pay:
•
Executive compensation is out of line with industry peers considering the company’s performance over time
•
Executive compensation plan includes significant guaranteed bonuses or has a low amount of compensation at risk
•
Executive compensation plan offers excessive perquisites, tax-gross up provisions, or golden parachutes
CSIM typically supports annual advisory
votes on executive compensation.
ii.
|
Equity Compensation Plans
|
CSIM generally supports stock-based
compensation plans when they do not overly dilute shareholders by providing participants with excessive awards and lack problematic features.
Factors that may result in a vote against
Equity Compensation Plans:
• Plan’s total
potential dilution appears excessive
• Plan’s burn rate
appears excessive compared to industry peers
• Plan allows for the
re-pricing of options without shareholder approval
• Plan has an evergreen
feature
iii.
|
Employee Stock Purchase Plans
|
CSIM supports the concept of broad
employee participation in a company’s equity. Therefore, CSIM typically supports employee stock purchase plans when the shares can be purchased at 85% or more of the shares’ market value.
iv.
|
Re-price/Exchange Option Plans
|
CSIM generally only supports
management’s proposals to re-price options when the plan excludes senior management and directors, does not excessively dilute shareholders, and the company has not significantly underperformed its industry peers over time.
i.
|
Shareholder Rights Plans (“Poison Pills”)
|
Poison Pills constrain a potential
acquirer’s ability to buy shares in a company above a certain threshold without the approval of the company’s board of directors. While a Poison Pill may help a company in achieving a higher bid, it may also entrench the incumbent
management and board. CSIM believes that shareholders should have the right to approve a Poison Pill within a year of its adoption. CSIM generally votes against Poison Pills that do not have safeguards to protect shareholder interests.
Factors that may result in a vote against
Poison Pills:
•
Plan does not expire in a relatively short time horizon
•
Plan does not have a well-crafted permitted bid or qualified offer feature that mandates shareholder votes in certain situations
• Plan automatically
renews without shareholder approval
• Company’s
corporate governance profile
ii.
|
Right to Call Special Meeting
|
CSIM generally votes against the right of
shareholders to call a special meeting unless the threshold to call a special meeting is 25% or more of shares outstanding to avoid wasting corporate resources.
iii.
|
Right to Act by Written Consent
|
CSIM generally votes against the right of
shareholders to act by written consent if the company already offers shareholders the right the call special meetings. CSIM expects appropriate mechanisms for implementation, including that the threshold to call a special meeting is 25% or more of
shares outstanding.
CSIM generally supports the concept of
simple majority standards to pass proposals.
E.
|
CAPITAL STRUCTURE, MERGERS
AND ACQUISITIONS
|
i.
|
Increase in Authorized Common Shares
|
CSIM typically supports proposals to
increase the authorized shares unless the company does not sufficiently justify the need for the use of the proposed shares.
CSIM generally supports proposals to
create a class of preferred shares with specific voting, dividend, conversion and other rights.
iii.
|
Mergers and Acquisitions
|
CSIM generally supports transactions that
appear to maximize shareholder value. In assessing the proposals, CSIM considers the proposed transaction’s strategic rationale, the offer premium, the board’s oversight of the sales process, and other pertinent factors.
F.
|
ENVIRONMENTAL AND SOCIAL
PROPOSALS
|
Environmental and Social shareholder
proposals typically request companies to change their business practices or to enhance their disclosures. CSIM believes that in most instances, the board is best positioned to evaluate the impact of these proposals on the company’s business.
Therefore, CSIM generally defers to the board’s recommendation unless the proposal has successfully articulated a demonstrable tangible economic impact on shareholder value.
i.
|
Political Contribution Proposals
|
CSIM expects the board of directors to
have an oversight process for political contributions and lobbying proposals. CSIM generally votes against political contribution shareholder proposals unless there is no evidence of board oversight.
A.
|
CONFLICTS OF INTERESTS
|
With respect to
proxies of an underlying affiliated Fund, the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of such Fund (i.e., “echo vote”), unless otherwise required by law. When required by law or
applicable exemptive order, the Proxy Committee will also “echo vote” proxies of an unaffiliated mutual fund or exchange traded fund (“ETF”). For example, certain exemptive orders issued to the Funds by the Securities and
Exchange Commission and Section 12(d)(1)(F) of the Investment Company Act of 1940, as amended, require the Funds, under certain circumstances, to “echo vote” proxies of registered investment companies that serve as underlying investments
of the Funds.
In addition, with respect to holdings of
The Charles Schwab Corporation (“CSC”) (ticker symbol: SCHW), the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of CSC (i.e., “echo vote”), unless otherwise required by
law.
Other than proxies that will be
“echo voted”, proxy issues that present material conflicts of interest between CSIM, and/or any of its affiliates, and CSIM’s clients will be delegated to Glass Lewis to be voted in accordance with CSIM’s Proxy Voting
Guidelines.
B.
|
FOREIGN
SECURITIES/SHAREBLOCKING
|
CSIM has arrangements with Glass Lewis for
the execution of proxy votes. However, voting proxies with respect to shares of foreign securities may involve significantly greater effort and corresponding cost than voting proxies with respect to domestic securities, due to the variety of
regulatory schemes and corporate practices in foreign countries with respect to proxy voting. Problems voting foreign proxies may include the following:
• proxy statements and
ballots written in a foreign language;
• untimely and/or
inadequate notice of shareholder meetings;
• restrictions of
foreigner’s ability to exercise votes;
• requirements to vote
proxies in person;
• requirements to
provide local agents with power of attorney to facilitate CSIM’s voting instructions.
In consideration of the foregoing issues,
Glass Lewis uses its best efforts to vote foreign proxies. As part of its ongoing oversight, the Proxy Committee will monitor the voting of foreign proxies to determine whether all reasonable steps are taken to vote foreign proxies. If the Proxy
Committee determines that the cost associated with the attempt to vote outweighs the potential benefits clients may derive from voting, the Proxy Committee may decide not to attempt to vote. In addition, certain foreign countries impose restrictions
on the sale of securities for a period of time before and/or after the shareholder meeting. To avoid these trading restrictions, the Proxy Committee instructs Glass Lewis not to vote such foreign proxies.
Certain of the
Funds enter into securities lending arrangements with lending agents to generate additional revenue for their portfolios. In securities lending arrangements, any voting rights that accompany the loaned securities generally pass to the borrower of
the securities, but the lender retains the right to recall a security and may then exercise the security’s voting rights. In order to vote the proxies of securities out on loan, the securities must be recalled prior to the established record
date. CSIM will use its best efforts to recall a Fund’s securities on loan and vote such securities’ proxies if (a) the proxy relates to a special meeting of shareholders of the issuer (as opposed to the issuer's annual meeting of
shareholders), or (b) the Fund owns more than 5% of the outstanding shares of the issuer. Further, it is CSIM's policy to use its best efforts to recall securities on loan and vote such securities’ proxies if CSIM determines that the proxies
involve a material event affecting the loaned securities. CSIM may utilize third-party service providers to assist it in identifying and evaluating whether an event is material. CSIM may also recall securities on loan and vote such securities’
proxies in its discretion.
D.
|
SUB-ADVISORY RELATIONSHIPS
|
Where CSIM has
delegated day-to-day investment management responsibilities to an investment sub-adviser, CSIM may (but generally does not) delegate proxy voting responsibility to such investment sub-adviser. Each sub-adviser to whom proxy voting responsibility has
been delegated will be required to review all proxy solicitation material and to exercise the voting rights associated with the securities it has been allocated in the best interest of each investment company and its shareholders, or other client.
Prior to
delegating the proxy voting responsibility, CSIM will
review each sub-adviser’s proxy voting policy to determine whether it believes that each sub-adviser’s proxy voting policy is generally consistent with the maximization of the value of CSIM’s clients’ investments by
protecting the long-term best interest of shareholders.
E.
|
REPORTING AND RECORD
RETENTION
|
CSIM
will maintain, or cause Glass Lewis to maintain, records that identify the manner in which proxies have been voted (or not voted) on behalf of CSIM clients. CSIM will comply with all applicable rules and regulations regarding disclosure of its or
its clients’ proxy voting records and procedures.
CSIM will retain all proxy voting materials
and supporting documentation as required under the Investment Advisers Act of 1940 and the rules and regulations thereunder.
Schwab Capital Trust
PEA No.
151
Part C: Other Information
ITEM
28.
|
EXHIBITS.
|
(a)
|
Amended
and Restated Agreement and Declaration of Trust, dated November 29, 2005, is incorporated herein by reference to Exhibit (a) of Post-Effective Amendment No. 81, filed April 28, 2006 (“PEA No. 81”).
|
|
|
(b)
|
Amended
and Restated Bylaws of the Registrant, adopted as of November 16, 2004, are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 70, filed February 11, 2005 (“PEA No. 70”).
|
|
|
(c)(i)
|
Article
III, Section 5, Article V, Article VI, Article VIII, Section 4 and Article IX, Sections 1, 5 and 7 of the Amended and Restated Agreement and Declaration of Trust, dated November 29, 2005, referenced in Exhibit (a) above, are incorporated herein by
reference to Exhibit (a) of PEA No. 81.
|
|
|
(c)(ii)
|
Articles
9 and 11 of the Amended and Restated Bylaws of the Registrant, adopted as of November 16, 2004, referenced in Exhibit (b) above, are incorporated herein by reference to Exhibit (b) of PEA No. 70.
|
|
|
(d)(i)
|
Investment
Advisory and Administration Agreement between Registrant and Charles Schwab Investment Management, Inc. (“Investment Adviser”), dated June 15, 1994, is incorporated herein by reference to Exhibit 5(a) of Post-Effective Amendment No. 21,
filed December 17, 1997 (“PEA No. 21”).
|
|
|
(d)(ii)
|
Amended
Schedule A, dated September 3, 2014, to the Investment Advisory and Administration Agreement between Registrant and the Investment Adviser, dated June 15, 1994, is incorporated herein by reference to Exhibit (d)(ii) of Post-Effective Amendment No.
137, filed August 29, 2014 (“PEA No. 137”).
|
|
|
(d)(iii)
|
Amended
Schedule B, dated September 23, 2014, to the Investment Advisory and Administration Agreement between Registrant and the Investment Adviser, dated June 15, 1994, is incorporated herein by reference to Exhibit (d)(iii) of Post-Effective Amendment
No. 140, filed November 26, 2014 (“PEA No. 140”).
|
|
|
(d)(iv)
|
Investment
Sub-Advisory Agreement between Investment Adviser and Harris Associates LP (“Harris Associates”), dated January 11, 2002, is incorporated herein by reference to Exhibit (d)(x) of Post-Effective Amendment No. 48, filed May 30, 2002
(“PEA No. 48”).
|
|
|
(d)(v)
|
Investment
Sub-Advisory Agreement between Investment Adviser and William Blair & Company, L.L.C. (“William Blair”), dated January 31, 2002, is incorporated herein by reference to Exhibit (d)(xvii) of PEA No. 48.
|
|
|
(d)(vi)
|
Investment
Sub-Advisory Agreement between Investment Adviser and Mondrian Investment Partners Limited, dated May 24, 2006, is incorporated herein by reference to Exhibit (d)(xiv) of Post-Effective Amendment No. 83, filed February 28, 2007.
|
|
|
(d)(vii)
|
Investment
Sub-Advisory Agreement between Investment Adviser and American Century Investment Management, Inc. (“American Century”), dated June 3, 2010, is incorporated herein by reference to Exhibit (d)(x) of Post-Effective Amendment No. 106,
filed February 25, 2011 (“PEA No. 106”).
|
|
|
(d)(viii)
|
Investment
Sub-Advisory Agreement between Investment Adviser and Mellon Capital Management Corporation (“Mellon”), dated January 20, 2012, is incorporated herein by reference to Exhibit (d)(x) of Post-Effective Amendment No. 112, filed February
28, 2012 (“PEA No. 112”).
|
|
|
(d)(ix)
|
Investment
Sub-Advisory Agreement between Investment Adviser and Wellington Management Company, LLP (“Wellington”), dated October 2, 2012, is incorporated herein by reference to Exhibit (d)(xi) of Post-Effective Amendment No. 118, filed October
17, 2012.
|
|
|
(d)(x)
|
Investment
Sub-Advisory Agreement between Investment Adviser and BMO Asset Management Corp. (“BMO”), dated March 7, 2013, is incorporated herein by reference to Exhibit (d)(xi) of Post-Effective Amendment No. 128, filed April 26, 2013.
|
|
|
(d)(xi)
|
Amendment,
dated March 26, 2003, to Investment Sub-Advisory Agreement between Investment Adviser and Harris Associates is incorporated herein by reference to Exhibit (d)(xxii) of Post-Effective Amendment No. 60, filed February 26, 2004 (“PEA No.
60”).
|
|
|
(d)(xii)
|
Amendment,
dated March 26, 2003, to Investment Sub-Advisory Agreement between Investment Adviser and William Blair is incorporated herein by reference to Exhibit (d)(xxix) of PEA No. 60.
|
|
|
(d)(xiii)
|
Amendment,
dated July 16, 2010, to Investment Sub-Advisory Agreement between Investment Adviser and American Century is incorporated herein by reference to Exhibit (d)(xvi) of PEA No. 106.
|
|
|
ITEM
28.
|
EXHIBITS.
|
(d)(xiv)
|
Amendment,
dated December 2, 2004, to Investment Sub-Advisory Agreement between Investment Adviser and Harris Associates is incorporated herein by reference to Exhibit (d)(xvii) of PEA No. 106.
|
|
|
(d)(xv)
|
Amendments,
dated December 2, 2004 and April 18, 2005, to Investment Sub-Advisory Agreement between Investment Adviser and William Blair are incorporated herein by reference, respectively, to Exhibit (d)(xx) and Exhibit (d)(xxi) of PEA No. 106.
|
|
|
(d)(xvi)
|
Amendment
dated June 5, 2012, to Investment Sub-Advisory Agreement between Registrant, Investment Adviser and American Century, Inc. is incorporated herein by reference to Exhibit (d)(xix) of Post-Effective Amendment No. 123, filed January 13, 2013
(“PEA No. 123”).
|
|
|
(d)(xvii)
|
Amendment,
dated June 5, 2012, to Investment Sub-Advisory Agreement between Investment Adviser and William Blair is incorporated herein by reference to Exhibit (d)(xxi) of PEA No. 123.
|
|
|
(d)(xviii)
|
Expense
Limitation Agreement by and between Registrant, Investment Adviser and Charles Schwab & Co., Inc. (“Schwab”), dated July 1, 2009, is incorporated herein by reference to Exhibit (d)(xxi) of Post-Effective Amendment No. 100, filed
December 10, 2009 (“PEA No. 100”).
|
|
|
(d)(xvix)
|
Amended
Schedule A, dated September 3, 2014, to the Expense Limitation Agreement by and between Registrant, Investment Adviser and Schwab is incorporated herein by reference to Exhibit (d)(xx) of PEA 137.
|
|
|
(e)
|
Second
Amended and Restated Distribution Agreement between Registrant and Schwab, dated December 11, 2015, is filed herein as Exhibit (e).
|
|
|
(f)
|
Inapplicable.
|
|
|
(g)(i)
|
Custodian
Agreement between Registrant and Brown Brothers Harriman & Co. (“Brown Brothers”), dated April 1, 2007, is incorporated herein by reference to Exhibit (g)(i) of PEA No. 123.
|
|
|
(g)(ii)
|
Amended
Schedule 1, dated September 3, 2014, to the Custodian Agreement between Registrant and Brown Brothers is incorporated herein by reference to Exhibit (g)(ii) of PEA No. 140.
|
|
|
(g)(iii)
|
Amended
and Restated Master Custodian Agreement between Registrant and State Street Bank and Trust Company (“State Street”), dated October 17, 2005, is incorporated herein by reference to Exhibit (g)(ix) of Post-Effective Amendment No. 79,
filed February 27, 2006 (“PEA No. 79”).
|
|
|
(h)(i)
|
License
Agreement between Registrant and Standard & Poor's is incorporated herein by reference to Exhibit (h) of Post-Effective Amendment No. 32, filed February 26, 1999.
|
|
|
(h)(ii)
|
Transfer
Agency and Service Agreement between Registrant and Boston Financial Data Services, Inc. (“BFDS”), dated July 1, 2009, is incorporated herein by reference to Exhibit (h)(ii) of PEA No. 100.
|
|
|
(h)(iii)
|
Amended
Schedule A, dated September 3, 2014, to the Transfer Agency and Service Agreement between Registrant and BFDS is incorporated herein by reference to Exhibit (h)(iii) of PEA No. 140.
|
|
|
(h)(iv)
|
Amended
and Restated Shareholder Servicing Plan, dated December 11, 2015, is filed herein as Exhibit (h)(iv).
|
|
|
(h)(v)
|
Master
Fund Accounting and Services Agreement between Registrant and State Street, dated October 1, 2005, is incorporated herein by reference to Exhibit (g)(i) of PEA No. 79.
|
|
|
(h)(vi)
|
Amended
Appendix A, dated January 20, 2016, to Master Fund Accounting and Services Agreement between Registrant and State Street Bank, is filed herein as Exhibit (h)(vi).
|
|
|
(i)
|
Opinion
and Consent of Counsel is filed herein as Exhibit (i).
|
|
|
(j)(i)
|
Consent
of PricewaterhouseCoopers LLP is filed herein as Exhibit (j)(i).
|
|
|
(j)(ii)
|
Power
of Attorney executed by Walter W. Bettinger, II, dated January 1, 2016, is filed herein as Exhibit (j)(ii).
|
|
|
(j)(iii)
|
Power
of Attorney executed by Marie A. Chandoha, dated January 1, 2016, is filed herein as Exhibit (j)(iii).
|
|
|
(j)(iv)
|
Power
of Attorney executed by Joseph R. Martinetto, dated January 1, 2016, is filed herein as Exhibit (j)(iv).
|
|
|
(j)(v)
|
Power
of Attorney executed by Robert W. Burns, dated January 1, 2016, is filed herein as Exhibit (j)(v).
|
|
|
(j)(vi)
|
Power
of Attorney executed by John F. Cogan, dated January 1, 2016, is filed herein as Exhibit (j)(vi).
|
|
|
(j)(vii)
|
Power
of Attorney executed by Stephen T. Kochis, dated January 1, 2016, is filed herein as Exhibit (j)(vii).
|
|
|
(j)(viii)
|
Power
of Attorney executed by David L. Mahoney, dated January 1, 2016, is filed herein as Exhibit (j)(viii).
|
|
|
ITEM
28.
|
EXHIBITS.
|
(j)(ix)
|
Power
of Attorney executed by Kiran M. Patel, dated January 1, 2016, is filed herein as Exhibit (j)(ix).
|
|
|
(j)(x)
|
Power
of Attorney executed by Kimberly S. Patmore, dated January 1, 2016, is filed herein as Exhibit (j)(x).
|
|
|
(j)(xi)
|
Power
of Attorney executed by Charles A. Ruffel, dated January 1, 2016, is filed herein as Exhibit (j)(xi).
|
|
|
(j)(xii)
|
Power
of Attorney executed by Gerald B. Smith, dated January 1, 2016, is filed herein as Exhibit (j)(xii).
|
|
|
(j)(xiii)
|
Power
of Attorney executed by Joseph H. Wender, dated January 1, 2016, is filed herein as Exhibit (j)(xiii).
|
|
|
(j)(xiv)
|
Power
of Attorney executed by Mark D. Fischer, dated January 1, 2016, is filed herein as Exhibit (j)(xiv).
|
|
|
(k)
|
Inapplicable.
|
|
|
(l)
|
Inapplicable.
|
|
|
(m)
|
Inapplicable.
|
|
|
(n)
|
Amended
and Restated Multiple Class Plan, adopted on February 28, 1996, amended and restated as of February 28, 2007, December 10, 2009 and December 8, 2011, is incorporated herein by reference to Exhibit (n) of PEA No. 144.
|
|
|
(o)
|
Inapplicable.
|
|
|
(p)(i)
|
Registrant,
Investment Adviser and Schwab Code of Ethics, dated June 14, 2013, is incorporated herein by reference to Exhibit (p)(i) of Post-Effective Amendment No. 130, filed December 17, 2013.
|
|
|
(p)(ii)
|
American
Century Code of Ethics, dated January 1, 2016, is filed herein as Exhibit (p)(ii).
|
|
|
(p)(iii)
|
Harris
Associates Code of Ethics, dated November 10, 2014, is incorporated herein by reference to Exhibit (p)(iii) of Post-Effective Amendment No. 150, filed December 15, 2015 (“PEA No. 150”).
|
|
|
(p)(iv)
|
William
Blair Code of Ethics, dated July 1, 2015, is incorporated herein by reference to Exhibit (p)(iv) of PEA No. 150.
|
|
|
(p)(v)
|
Mondrian
Code of Ethics, dated January 1, 2012, is incorporated herein by reference to Exhibit (p)(vi) of PEA No. 112.
|
|
|
(p)(vi)
|
Mellon
Code of Ethics, dated November 17, 2015, is incorporated herein by reference to Exhibit (p)(vi) of PEA No. 150.
|
|
|
(p)(vii)
|
Wellington
Code of Ethics, dated January 1, 2015, is incorporated herein by reference to Exhibit (p)(vii) of PEA No. 150.
|
|
|
(p)(viii)
|
BMO
Code of Ethics, dated June 4, 2015, is incorporated herein by reference to Exhibit (p)(viii) of PEA No. 150.
|
ITEM
29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
The Board of Trustees of the
Registrant is identical to the boards of trustees of The Charles Schwab Family of Funds, Schwab Investments, Schwab Strategic Trust, Schwab Annuity Portfolios, and Laudus Trust. Each such trust has Charles Schwab Investment Management, Inc. as its
investment adviser. In addition, the officers of the Registrant are also identical to those of each such other trust, with the exception of the Chief Legal Officer and Secretary/Clerk. Certain of the trustees and officers of the Registrant also
serve on the board of trustees or as officers of Laudus Institutional Trust, as applicable. As a result, the above-named trusts may be deemed to be under common control with the Registrant. Nonetheless, the Registrant takes the position that it is
not under common control with such other trusts because the power residing in the respective trusts’ boards and officers arises as a result of an official position with each such trust.
ITEM
30. INDEMNIFICATION.
Article VIII of Registrant's
Amended and Restated Agreement and Declaration of Trust (Exhibit (a) hereto, which is incorporated herein by reference) provides in effect that Registrant will indemnify its officers and trustees against all liabilities and expenses, including but
not limited to amounts paid in satisfaction of judgments, in compromise, or as fines and penalties, and counsel fees reasonably incurred by any such officer or trustee in connection with the defense or disposition of any action, suit, or other
proceeding. However, in accordance with Sections 17(h) and 17(i) of the 1940 Act and its own terms, said Amended and Restated Agreement and Declaration of Trust does not protect any person against any liability to Registrant or its shareholders to
which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. In any event, Registrant will comply with 1940 Act Releases
Nos. 7221 and 11330 respecting the permissible boundaries of indemnification by an investment company of its officers and trustees.
Insofar as indemnification for liability arising
under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in
the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted
by such trustee, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
ITEM
31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Registrant's investment adviser,
Charles Schwab Investment Management, Inc., a Delaware corporation, organized in October 1989 to serve as investment manager to Registrant, also serves as the investment manager to The Charles Schwab Family of Funds, Schwab Investments, Schwab
Annuity Portfolios, Schwab Strategic Trust, and Laudus Trust, each an open-end management investment company. The principal place of business of the investment adviser is 211 Main Street, San Francisco, California 94105. The only business in which
the investment adviser engages is that of investment adviser and administrator to Registrant, The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios and Schwab Strategic Trust, investment adviser of Laudus Trust and any
other investment companies that Schwab may sponsor in the future, and an investment adviser to certain non-investment company clients.
The business, profession, vocation or employment of
a substantial nature in which each director and/or senior or executive officer of the investment adviser is or has been engaged during the past two fiscal years is listed below. The name of any company for which any director and/or senior or
executive officer of the investment adviser serves as director, officer, employee, partner or trustee is also listed below.
Name
and Position with Adviser
|
|
Name
of Other Company
|
|
Capacity
|
Charles
R. Schwab, Chairman and Director
|
|
Charles
Schwab & Co., Inc.
|
|
Chairman
and Director
|
|
|
The
Charles Schwab Bank, N.A.
|
|
Chairman
and Director
|
|
|
The
Charles Schwab Corporation
|
|
Chairman
and Director
|
|
|
Schwab
Holdings, Inc.
|
|
Chairman,
Chief Executive Officer and Director
|
|
|
Schwab
International Holdings, Inc.
|
|
Chairman
and Chief Executive Officer
|
|
|
Schwab
(SIS) Holdings, Inc. I
|
|
Chairman
and Chief Executive Officer
|
|
|
Charles
Schwab Foundation
|
|
Director
|
|
|
JustAnswer
Corp.
|
|
Director
|
|
|
Museum
of American Finance
|
|
Advisory
Board
|
|
|
San
Francisco Museum of Modern Art
|
|
Board
of Trustees
|
|
|
Charles
and Helen Schwab Foundation
|
|
Director
|
|
|
|
|
|
Marie
Chandoha, Director, President and Chief Executive Officer
|
|
Schwab
Funds
|
|
Trustee,
President and Chief Executive Officer
|
|
|
Laudus
Funds
|
|
Trustee,
President and Chief Executive Officer
|
|
|
Schwab
ETFs
|
|
Trustee,
President and Chief Executive Officer
|
|
|
Charles
Schwab Worldwide Funds, plc
|
|
Director
|
|
|
Charles
Schwab Asset Management (Ireland) Limited
|
|
Director
|
|
|
|
|
|
Omar
Aguilar, Senior Vice President and Chief Investment Officer – Equities
|
|
Schwab
Funds
|
|
Senior
Vice President and Chief Investment Officer – Equities
|
|
|
Laudus
Funds
|
|
Senior
Vice President and Chief Investment Officer – Equities
|
|
|
Schwab
ETFs
|
|
Senior
Vice President and Chief Investment Officer – Equities
|
Name
and Position with Adviser
|
|
Name
of Other Company
|
|
Capacity
|
|
|
|
|
|
Brett
Wander, Senior Vice President and Chief Investment Officer – Fixed Income
|
|
Schwab
Funds
|
|
Senior
Vice President and Chief Investment Officer – Fixed Income
|
|
|
Laudus
Funds
|
|
Senior
Vice President and Chief Investment Officer – Fixed Income
|
|
|
Schwab
ETFs
|
|
Senior
Vice President and Chief Investment Officer – Fixed Income
|
|
|
|
|
|
David
Lekich, Chief Counsel and Senior Vice President
|
|
Charles
Schwab & Co., Inc.
|
|
Senior
Vice President and Associate General Counsel
|
|
|
Schwab
Funds
|
|
Secretary
and Chief Legal Officer
|
|
|
Laudus
Funds
|
|
Vice
President and Assistant Clerk
|
|
|
Schwab
ETFs
|
|
Secretary
and Chief Legal Officer
|
|
|
|
|
|
Michael
Hogan, Chief Compliance Officer
|
|
Schwab
Funds
|
|
Chief
Compliance Officer
|
|
|
Schwab
ETFs
|
|
Chief
Compliance Officer
|
|
|
Laudus
Funds
|
|
Chief
Compliance Officer
|
|
|
Charles
Schwab & Co., Inc.
|
|
Senior
Vice President and Chief Compliance Officer
|
|
|
|
|
|
George
Pereira, Senior Vice President, Chief Financial Officer and Chief Operating Officer
|
|
Schwab
Funds
|
|
Senior
Vice President and Chief Operating Officer
|
|
|
Laudus
Funds
|
|
Senior
Vice President and Chief Operating Officer
|
|
|
Schwab
ETFs
|
|
Senior
Vice President and Chief Operating Officer
|
|
|
Charles
Schwab Worldwide Funds, plc
|
|
Director
|
|
|
Charles
Schwab Asset Management (Ireland) Limited
|
|
Director
|
ITEM
32. PRINCIPAL UNDERWRITERS.
(a) Schwab acts as principal
underwriter and distributor of Registrant's shares. Schwab also acts as principal underwriter for The Charles Schwab Family of Funds, Schwab Investments, and Schwab Annuity Portfolios and may act as such for any other investment company which Schwab
may sponsor in the future.
(b) Information with respect to
Schwab's directors and officers is as follows:
Name
|
|
Position
and Offices with the Underwriter
|
|
Position
and Offices with the Registrant
|
Charles
R. Schwab
|
|
Chairman
and Director
|
|
None
|
Walter
W. Bettinger II
|
|
President,
Chief Executive Officer and Director
|
|
Chairman
and Trustee
|
Steven
H. Anderson
|
|
Executive
Vice President, Schwab Retirement Plan Services
|
|
None
|
Ron
Carter
|
|
Executive
Vice President, Operational Services
|
|
None
|
Bernard
J. Clark
|
|
Executive
Vice President and Head of Advisor Services
|
|
None
|
Name
|
|
Position
and Offices with the Underwriter
|
|
Position
and Offices with the Registrant
|
Jonathan
M. Craig
|
|
Executive
Vice President and Chief Marketing Officer
|
|
None
|
Peter
B. Crawford
|
|
Executive
Vice President, Finance
|
|
None
|
David
R. Garfield
|
|
Executive
Vice President, General Counsel and Corporate Secretary
|
|
None
|
G.
Andrew Gill
|
|
Executive
Vice President, Client Solutions
|
|
None
|
Lisa
Kidd Hunt
|
|
Executive
Vice President, International Services and Business Development
|
|
None
|
Terri
R. Kallsen
|
|
Executive
Vice President, Investor Services
|
|
None
|
Joseph
R. Martinetto
|
|
Senior
Executive Vice President, Chief Financial Officer and Director
|
|
Trustee
|
James
D. McCool
|
|
Executive
Vice President, Corporate Initiatives
|
|
None
|
James
F. McGuire
|
|
Executive
Vice President and Chief Information Officer
|
|
None
|
Nigel
J. Murtagh
|
|
Executive
Vice President, Corporate Risk
|
|
None
|
Leona
Tang
|
|
Executive
Vice President, Internal Audit
|
|
None
|
Martha
D. Tuma
|
|
Executive
Vice President, Human Resources
|
|
None
|
The principal
business address of all directors and officers of Schwab is 211 Main Street, San Francisco, California 94105.
(c) None.
ITEM
33. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to
be maintained pursuant to Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the offices of: Registrant and Registrant's investment adviser and administrator, Charles Schwab Investment Management, Inc., 211 Main Street, San
Francisco, California 94105; Registrant's former sub-investment adviser, Dimensional Fund Advisors Inc., 1299 Ocean Avenue, Suite 1100, Santa Monica, California 90401; Registrant's principal underwriter, Charles Schwab & Co., Inc., 211 Main
Street, San Francisco, California 94105; Registrant's custodian for the Schwab International Index Fund and the Schwab Small-Cap Index Fund, Brown Brothers Harriman & Co., 50 Post Office Square, Boston, Massachusetts 02110, Registrant's
custodian for the balance of the funds and fund accountant, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111; and Registrant's transfer agent, Boston Financial Data Services, Inc., 2000 Crown Colony Drive, Quincy,
Massachusetts 02169.
ITEM
34. MANAGEMENT SERVICES.
None.
ITEM
35. UNDERTAKINGS.
Not applicable.
SIGNATURES
Pursuant to
the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective
Amendment No. 151 to Registrant’s Registration Statement on Form N-1A pursuant to Rule 485(b) under the 1933 Act and has duly caused this Post-Effective Amendment No. 151 to be signed on its behalf by the undersigned, thereto duly authorized,
in the City of Washington in the District of Columbia, on the 24
th
day of February, 2016.
SCHWAB
CAPITAL TRUST
|
Registrant
|
|
Marie
A. Chandoha*
|
Marie
A. Chandoha, President and Chief Executive Officer
|
Pursuant to the requirements of
the 1933 Act, this Post-Effective Amendment No. 151 to Registrant’s Registration Statement on Form N-1A has been signed below by the following persons in the capacities indicated this 24
th
day of February, 2016.
Signature
|
|
Title
|
Walter
W. Bettinger, II *
Walter W. Bettinger, II
|
|
Chairman
and Trustee
|
Marie
A. Chandoha*
Marie A. Chandoha
|
|
Trustee,
President and Chief Executive Officer
|
Joseph
R. Martinetto*
Joseph R. Martinetto
|
|
Trustee
|
Robert
W. Burns*
Robert W. Burns
|
|
Trustee
|
John
F. Cogan*
John F. Cogan
|
|
Trustee
|
Stephen
Timothy Kochis*
Stephen Timothy Kochis
|
|
Trustee
|
David
L. Mahoney*
David L. Mahoney
|
|
Trustee
|
Kiran
M. Patel*
Kiran M. Patel
|
|
Trustee
|
Kimberly
S. Patmore*
Kimberly S. Patmore
|
|
Trustee
|
Charles
A. Ruffel *
Charles A. Ruffel
|
|
Trustee
|
Gerald
B. Smith *
Gerald B. Smith
|
|
Trustee
|
Joseph
H. Wender *
Joseph H. Wender
|
|
Trustee
|
Signature
|
|
Title
|
Mark
D. Fischer*
Mark D. Fischer
|
|
Treasurer
and Chief Financial Officer
|
*By:
|
/s/
Douglas P. Dick
Douglas P. Dick, Attorney-in-Fact
Pursuant to
Power of Attorney
|
EXHIBIT INDEX
Exhibit
(e)
|
Second
Amended and Restated Distribution Agreement
|
Exhibit
(h)(iv)
|
Amended
and Restated Shareholder Servicing Plan
|
Exhibit
(h)(vi)
|
Amended
Appendix A to Master Fund Accounting and Services Agreement
|
Exhibit
(i)
|
Opinion
and Consent of Counsel
|
Exhibit
(j)(i)
|
Consent
of PricewaterhouseCoopers LLP
|
Exhibit
(j)(ii)
|
Power
of Attorney executed by Walter W. Bettinger, II
|
Exhibit
(j)(iii)
|
Power
of Attorney executed by Marie A. Chandoha
|
Exhibit
(j)(iv)
|
Power
of Attorney executed by Joseph R. Martinetto
|
Exhibit
(j)(v)
|
Power
of Attorney executed by Robert W. Burns
|
Exhibit
(j)(vi)
|
Power
of Attorney executed by John F. Cogan
|
Exhibit
(j)(vii)
|
Power
of Attorney executed by Stephen T. Kochis
|
Exhibit
(j)(viii)
|
Power
of Attorney executed by David L. Mahoney
|
Exhibit
(j)(ix)
|
Power
of Attorney executed by Kiran M. Patel
|
Exhibit
(j)(x)
|
Power
of Attorney executed by Kimberly S. Patmore
|
Exhibit
(j)(xi)
|
Power
of Attorney executed by Charles A. Ruffel
|
Exhibit
(j)(xii)
|
Power
of Attorney executed by Gerald B. Smith
|
Exhibit
(j)(xiii)
|
Power
of Attorney executed by Joseph H. Wender
|
Exhibit
(j)(xiv)
|
Power
of Attorney executed by Mark D. Fischer
|
Exhibit
(p)(ii)
|
American
Century Code of Ethics
|
SECOND AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
December 11, 2015
Charles Schwab & Co.,
Inc.
211 Main Street
San Francisco, California 94105
Ladies and Gentlemen:
This is to confirm that,
in consideration of the agreements hereinafter contained, the undersigned,
SCHWAB CAPITAL TRUST
(the Trust), a Massachusetts business trust, has agreed that
CHARLES SCHWAB & CO., INC.
(the Distributor), a
corporation organized under the laws of California, shall be, for the period of this Agreement, the distributor of the units of beneficial interest of the investment portfolios of the Trust identified on Schedule A hereto (each a Fund,
and collectively, the Funds), and that, at the request of the Trust and pursuant to a Shareholder Servicing Plan (the Plan) adopted by the Trusts Board of Trustees, the Distributor may facilitate payments to service
providers who provide services to shareholders of the Trust (Clients) who purchase shares of the Funds. Such units of beneficial interest are hereinafter called Shares.
1.
Services as Distributor
.
1.1. Distributor will act as agent for the distribution of the Shares covered by the registration statement and prospectus of the Trust in
effect under the Securities Act of 1933, as amended.
1.2. Distributor agrees to use appropriate efforts to solicit orders for the sale of
the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Trust understands that Distributor may, in the future, be the distributor of the shares of several investment companies
or series (together, Companies), including Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other
Companies. The Trust agrees that Distributors duties to such Companies shall not be deemed to be in conflict with its duties to the Trust under this paragraph 1.2.
Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the
sale of the Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature.
1
1.3. All activities by Distributor and its partners, agents, and employees as distributor of the
Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940 by the Securities and Exchange Commission or any
securities association registered under the
Securities Exchange Act of 1934.
1.4. Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Trust.
1.5. Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for
the Funds.
1.6. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal
circumstances of any kind, the Trusts officers may decline to accept any orders for, or make any sales of the Shares until such time as those officers deem it advisable to accept such orders and to make such sales.
1.7. Distributor will act only on its own behalf as principal if it chooses to enter into selling agreements with selected dealers or others.
1.8. The Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as Distributor may designate.
1.9. The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Funds
and the Shares as Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish Distributor upon
request with: (a) unaudited semi-annual statements of the Funds books and accounts prepared by the Trust, (b) quarterly earnings statements prepared by the Trust, (c) a monthly itemized list of the securities in the Funds, (d) monthly balance
sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the financial condition of the Funds as Distributor may reasonably request.
1.10. The Trust represents to Distributor that all registration statements and prospectuses filed by the Trust with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Act and rules and regulations of the Securities and Exchange Commission thereunder. As used
in this agreement the terms registration statement and prospectus shall mean any registration statement and any prospectus and Statement of Additional Information relating to the Funds filed with the Securities and Exchange
Commission and any amendments and supplements thereto which at any time shall have been filed with the same Commission. The Trust represents and warrants to Distributor that any registration statement and prospectus, when such registration statement
becomes effective, will contain all statements required to be stated therein in conformity with said Act and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will
be true and correct when such registration statement becomes effective; and that
2
neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Distributor may but shall not be obligated to propose from time to time such amendment or amendments to any registration
statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Distributors counsel, be necessary or advisable. If the Trust shall not propose such amendment or amendments
and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from Distributor to do so, Distributor may, at its option, terminate this agreement. The Trust shall not file any amendment to any registration
statement or supplement to any prospectus without giving Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Trusts right to file at any time such amendments
to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.
1.11. The Trust authorizes Distributor and dealers to use any prospectus in the form furnished from time to time in connection with the sale of
the Shares. The Trust agrees to indemnify, defend and hold Distributor, its directors, officers and employees, and any person who controls Distributor within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from
and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Distributor, its partners and
employees, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any
registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any registration statement or any prospectus or necessary to make the statements in
either thereof not misleading; provided, however, that the Trusts agreement to indemnify Distributor, its directors, officers or employees, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or
expenses arising out of any statements or representations as are contained in any prospectus and in such financial and other statements as are furnished in writing to the Trust by Distributor and used in the answers to the registration statement or
in the corresponding statements made in the prospectus, or arising out of or based upon any omission or alleged omission to state a material fact in connection with the giving of such information required to be stated in such answers or necessary to
make the answers not misleading; and further provided that the Trusts agreement to indemnify Distributor and the Trusts representations and warranties hereinbefore set forth in paragraph 1.10 shall not be deemed to cover any liability to
the Trust or its Shareholders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of Distributors reckless disregard of its obligations
and duties under this agreement. The Trusts agreement to indemnify Distributor, its partners and employees, and any such controlling person, as aforesaid, is expressly conditioned upon the Trusts being notified of any action brought
against Distributor, its directors, officers or employees, or any such controlling person, such notification to be given by letter or by telegram addressed to the Trust at its principal office in San Francisco, California and sent to the Trust by
3
the person against whom such action is brought, within 10 days after the summons or other first legal process shall have been served. The failure to so notify the Trust of any such action shall
not relieve the Trust from any liability which the Trust may have to the person against whom such action is brought by reason of any such untrue, or allegedly untrue, statement or omission, or alleged omission, otherwise than on account of the
Trusts indemnity agreement contained in this paragraph 1.11. The Trust will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of
good standing chosen by the Trust and approved by Distributor, which approval shall not be unreasonably withheld. In the event the Trust elects to assume the defense of any such suit and retain counsel of good standing approved by Distributor, the
defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, or in case Distributor reasonably does not approve
of counsel chosen by the Trust, the Trust will reimburse Distributor, its directors, officers and employees, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by
Distributor or them. The Trusts indemnification agreement contained in this paragraph 1.11 and the Trusts representations and warranties in this agreement shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of Distributor, its partners and employees, or any controlling person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to Distributors benefit, to the benefit
of its several partners and employees, and their respective estates, and to the benefit of the controlling persons and their successors. The Trust agrees promptly to notify Distributor of the commencement of any litigation or proceedings against the
Trust or any of its officers or Trustees in connection with the issue and sale of any Shares.
1.12. Distributor agrees to indemnify,
defend and hold the Trust, its several officers and Trustees and any person who controls the Trust within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the costs of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its officers or Trustees or any such controlling person, may
incur under the Securities Act of 1933, as amended, or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers or Trustees or such controlling person resulting from such claims or
demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by Distributor to the Trust and used in the answers to any of the items of the registration
statement or in the corresponding statements made in the prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by Distributor to the
Trust required to be stated in such answers or necessary to make such information not misleading. Distributors agreement to indemnify the Trust, its officers and Trustees, and any such controlling person, as aforesaid, is expressly conditioned
upon Distributors being notified of any action brought against the Trust, its officers or Trustees, or any such controlling person, such notification to be given by letter or telegram addressed to Distributor at its principal office in San
Francisco, California and sent to Distributor by the person against whom such action is brought, within 10 days after the summons or other first legal process shall have been served. Distributor shall have the right of first control of the
4
defense of such action, with counsel of its own choosing, satisfactory to the Trust, if such action is based solely upon such alleged misstatement or omission on Distributors part, and in
any other event the Trust, its officers or Trustees or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. The failure to so notify Distributor of any such action shall
not relieve Distributor from any liability which Distributor may have to the Trust, its officers or Trustees, or to such controlling person by reason of any such untrue or alleged untrue statement, or omission or alleged omission, otherwise than on
account of Distributors indemnity agreement contained in this paragraph 1.12.
1.13. No Shares shall be offered by either Distributor
or the Trust under any of the provisions of this agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the Securities Act of 1933, as amended, or if and so long as a current prospectus as required by Section 10(b)(2) of said Act, as amended, is not on file with the Securities and
Exchange Commission; provided, however, that nothing contained in this paragraph 1.13 shall in any way restrict or have an application to or bearing upon the Trusts obligation to repurchase Shares from any Shareholder in accordance with the
provisions of the Trusts prospectus, Declaration of Trust, or By-laws.
1.14. The Trust agrees to advise Distributor as soon as
reasonably practical by a notice in writing delivered to Distributor or its counsel:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement or prospectus then in effect or for additional information;
(b) in the event of
the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation by service of process on the Trust of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement of a material fact made in the registration statement or prospectus then
in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and
(d) of all action of the Securities and Exchange Commission with respect to any amendment to any registration statement or prospectus which may
from time to time be filed with the Securities and Exchange Commission.
For purposes of this section, informal requests by or acts of the
Staff of the Securities and Exchange Commission shall not be deemed actions of or requests by the Securities and Exchange Commission.
5
1.15. Distributor agrees on behalf of itself and its directors, officers and employees to treat
confidentially and as proprietary information of the Trust all records and other information relative to the Trust and its prior, present or potential Shareholders, and not to use such records and information for any purpose other than performance
of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where Distributor may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust.
1.16. This agreement shall be governed by the laws of the Commonwealth of Massachusetts.
2.
Reserved.
3.
Issuance of Shares
.
The Trust reserves the right to issue, transfer or sell Shares of the Funds at net asset value (a) in connection with the merger or
consolidation of the Trust or the Funds with any other investment company or the acquisition by the Trust or the Funds of all or substantially all of the assets or of the outstanding Shares of any other investment company; (b) in connection with a
pro rata distribution directly to the holders of Shares of a Fund in the nature of a stock dividend or split; (c) upon the exercise of subscription rights granted to the holders of Shares of a Fund on a pro rata basis; (d) in connection with the
issuance of Shares of a Fund pursuant to any exchange and reinvestment privileges described in any then-current prospectus of a Fund; and (e) otherwise in accordance with any then-current prospectus of the Funds.
4.
Term and Matters Relating to the Trust as a Massachusetts Business Trust
.
This agreement shall become effective as to the Trust on December 11, 2015 and, unless sooner terminated as provided herein, shall continue
until July 1, 2016, and thereafter shall continue automatically for successive one-year periods ending on July 1 of each successive year; provided, however, that such continuance is specifically approved at least annually by (i) the Trusts
Board of Trustees or (ii) by vote of a majority of the outstanding Shares (as defined below) of the Trust, and provided further, that in either event the continuance is also approved at least annually by the majority of the Trusts
Trustees who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any party to this agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This agreement is terminable on
not less than sixty days notice by the Trusts Board of Trustees, by vote of a majority of the outstanding Shares (as defined below) of the Trust or by Distributor. This agreement will also terminate automatically in the event
of its assignment (as defined in the 1940 Act). For purposes of this Agreement, the term vote of a majority of the outstanding Shares shall mean the approval, at a meeting of Shareholders duly called, of the lesser of (i) the holders of
67% or more of the votes present at any such meeting, if the holders of more than 50% of the outstanding votes are present or represented by proxy thereat; or (ii) the holders of more than 50% of the outstanding votes.
6
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 a Declaration of Trust dated as of May 10, 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 made not individually, but 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 of the Trust belonging to such series for the enforcement of any claims against the Trust.
5.
Severability
.
If any provision of this Agreement is found by a court or agency of competent jurisdiction to be in violation of any state or federal law,
rule or regulation, then the invalidity of such provision shall not affect the enforceability or validity of the remaining provisions.
7
Please confirm that the foregoing is in accordance with your understanding by indicating your
acceptance hereof at the place below indicated, whereupon it shall become a binding agreement between us.
Yours very truly,
|
|
|
Schwab Capital Trust
|
|
|
By:
|
|
/s/ George Pereira
|
Name: George Pereira
|
Title: Treasurer
|
Accepted:
|
|
|
Charles Schwab & Co., Inc.
|
|
|
By:
|
|
/s/ John Sturiale
|
Name: John Sturiale
|
Title: Senior Vice President
|
8
SCHEDULE A
TO THE DISTRIBUTION AGREEMENT
BETWEEN
SCHWAB CAPITAL
TRUST AND CHARLES SCHWAB & CO., INC.
|
|
|
Fund
|
|
Effective Date
|
|
|
Schwab International Index Fund
|
|
July 21, 1993
|
|
|
Schwab SmallCap Index Fund
|
|
October 14, 1993
|
|
|
Schwab MarketTrack Growth Portfolio
|
|
September 25, 1995
|
|
|
Schwab MarketTrack Balanced Portfolio
|
|
September 25, 1995
|
|
|
Schwab MarketTrack Conservative Portfolio
|
|
September 25, 1995
|
|
|
Schwab MarketTrack All Equity Portfolio
|
|
May 19, 1998
|
|
|
Schwab S&P 500 Index Fund
|
|
February 28, 1996
|
|
|
Schwab Core Equity Fund
|
|
May 21, 1996
|
|
|
Laudus International MarketMasters
|
|
September 2, 1996
|
|
|
Schwab Balanced Fund
|
|
October 13, 1996
|
|
|
Laudus Small-Cap MarketMasters Fund
|
|
August 3, 1997
|
|
|
Schwab Total Stock Market Index Fund
|
|
April 15, 1999
|
|
|
Schwab Financial Services Fund
|
|
May 15, 2000
|
|
|
Schwab Health Care Fund
|
|
May 15, 2000
|
|
|
Schwab Hedged Equity Fund
|
|
August 6, 2002
|
|
|
Schwab SmallCap Equity Fund
|
|
May 19, 2003
|
|
|
Schwab Dividend Equity Fund
|
|
September 23, 2003
|
|
|
Schwab Target 2010 Fund
|
|
May 24, 2005
|
|
|
Schwab Target 2015 Fund
|
|
November 12, 2007
|
|
|
Schwab Target 2020 Fund
|
|
May 24, 2005
|
|
|
Schwab Target 2025 Fund
|
|
November 12, 2007
|
|
|
Schwab Target 2030 Fund
|
|
May 24, 2005
|
|
|
Schwab Target 2035 Fund
|
|
November 12, 2007
|
|
|
Schwab Target 2040 Fund
|
|
May 24, 2005
|
|
|
Schwab Large Cap Growth Fund
|
|
August 9, 2005
|
|
|
Schwab Fundamental US Large Company Index Fund
|
|
February 28, 2007
|
9
|
|
|
|
|
Schwab Fundamental US Small Company Index Fund
|
|
February 28, 2007
|
|
|
Schwab Fundamental International Large Company Index Fund
|
|
February 28, 2007
|
|
|
Schwab Fundamental Emerging Markets Large Company Index Fund
|
|
November 12, 2007
|
|
|
Schwab Fundamental International Small Company Index Fund
|
|
November 12, 2007
|
|
|
Schwab Monthly Income FundModerate Payout
|
|
February 25, 2008
|
|
|
Schwab Monthly Income FundEnhanced Payout
|
|
February 25, 2008
|
|
|
Schwab Monthly Income FundMaximum Payout
|
|
February 25, 2008
|
|
|
Schwab International Core Equity Fund
|
|
February 25, 2008
|
|
|
Schwab Target 2045 Fund
|
|
January 14, 2013
|
|
|
Schwab Target 2050 Fund
|
|
January 14, 2013
|
|
|
Schwab Target 2055 Fund
|
|
January 14, 2013
|
|
|
Schwab Fundamental Global Real Estate Index Fund
|
|
September 3, 2014
|
|
|
|
|
|
|
|
|
|
SCHWAB CAPITAL TRUST
|
|
|
|
CHARLES SCHWAB & CO., INC.
|
|
|
|
|
|
By
|
|
/s/ George Pereira
|
|
|
|
By
|
|
/s/ John Sturiale
|
Name: George Pereira
|
|
|
|
Name: John Sturiale
|
Title: Treasurer
|
|
|
|
Title: Senior Vice President
|
Dated as of
December 11, 2015
10
SCHWAB CAPITAL TRUST
SCHWAB INVESTMENTS
Amended and Restated Shareholder Servicing Plan
WHEREAS, Schwab Capital Trust and Schwab Investments (each a Trust and, together, the Trusts) are open-end investment
companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), and the Trusts desire to compensate service providers who provide the services described in Section 2 herein (the Services) to their
clients (Clients) who own of record or beneficially shares of any fund of the Trusts (Shares) set forth in Schedule A hereto (each a Fund and, together, the Funds);
WHEREAS, the Trustees of the Trusts have determined, in the exercise of reasonable business judgment and in light of their fiduciary duties,
that there is a reasonable likelihood that the following Amended and Restated Shareholder Servicing Plan (the Plan) will benefit the Funds of the Trusts and Clients who own Shares of the Funds; and
WHEREAS, the Trustees of the Trusts adopt the Plan under which the Trusts or the principal underwriter to the Trusts (the
Distributor), as agent for the Trusts, may make payments to service providers who provide some or all of the Services to such Clients.
NOW THEREFORE, the Trustees of the Trusts hereby adopt this Plan.
Section 1.
The Trusts have adopted this Plan to enable the Trusts to directly or indirectly through the Distributor bear
expenses relating to providing shareholder services as provided herein.
Section 2
.
The Trusts may pay, and may
appoint the Distributor as their agent to pay on their behalf, a fee in an amount up to the amounts specified in Schedule A to this Plan, with respect to the average daily net asset value of Shares owned of record or beneficially by Clients of
service providers with whom the Distributor has entered into written agreements pursuant to which the service providers agree to provide services described in this Section 2. The services for which this fee may be paid include account
maintenance and customer liaison services provided to Clients who own Shares of a Fund, and may also include, but are not limited to, the following shareholder services:
1.
Record Maintenance
. Maintaining records for each Client holding Shares of a Fund that include the following
information:
|
b.
|
Date, price and amount of purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the current year to date;
|
|
c.
|
Name and address of the Client, including zip codes and social security numbers or taxpayer identification numbers;
|
|
d.
|
Records of distributions and dividend payments;
|
|
e.
|
Any transfers of shares; and
|
|
f.
|
Overall control records.
|
2.
Shareholder Communications
|
a.
|
Providing the names and addresses of all Clients who hold shares of a Fund to a shareholder mailing agent for the purpose of mailing certain
Fund-related
|
|
materials (such as updated prospectuses and any supplements and amendments thereto, annual and other periodic reports, proxy or information statements, and other appropriate shareholder
communications);
|
|
b.
|
Distributing Fund-related materials (such as updated prospectuses and any supplements and amendments thereto, annual and other periodic reports, proxy or information statements, and other appropriate shareholder
communications) directly to Clients;
|
|
c.
|
Mailing current Fund prospectuses, statements of additional information, and annual and other periodic reports to Clients upon request and, as applicable, with confirmation statements;
|
|
d.
|
Mailing statements to Clients on a regular basis showing, among other things, the number of Shares of each Fund owned by the Client and the net asset value of such Fund as of a recent date;
|
|
e.
|
Producing and mailing to Clients confirmation statements reflecting purchases and redemptions of Shares; and
|
|
f.
|
Responding to Client inquiries regarding, among other things, share prices, account balances, dividend amounts and dividend payment dates, both by telephone and in writing, as appropriate.
|
3.
Transactional Services
|
a.
|
Communicating and processing purchase, redemption and exchange orders from Clients; and
|
|
b.
|
Communicating mergers, splits or other reorganization activities to Clients;
|
4.
Tax Information Returns and Reports
. Preparing and filing such information, returns and reports as are
required to be filed with appropriate governmental agencies for reporting (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and
regulations; and (iii) gross proceeds of sales transactions as required.
Section 3.
This Plan shall not take effect with
respect to any Fund until it has been approved together with any related agreements, by votes of the majority of both (i) the Trustees of the Trusts and (ii) the Qualified Trustees (as defined in Section 8 herein), at a meeting of the Board of
Trustees.
Section 4.
This Plan shall, unless terminated as hereinafter provided, continue in effect for a period of more
than one year after it takes effect, only for so long as such continuance is specifically approved at least annually in the manner provided in Section 3 herein for the approval of this Plan.
Section 5.
During the existence of this Plan, the Distributor or any person authorized to direct the disposition of monies paid
or payable by the Trusts pursuant to this Plan or any related agreement shall provide to the Trustees of the Trusts, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made with
respect to each Fund, and shall furnish the
Board of Trustees of the Trusts with such other information as the Board of Trustees may reasonably request in connection with payments made under the Plan.
Section 6.
This Plan may be terminated at any time, with respect to Shares of any Fund listed in Schedule A, without payment of
any penalty, at any time by the vote of a majority of the Qualified Trustees as defined in Section 8 herein.
Section 7.
All
agreements with any person relating to the implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time, without payment of any penalty, by the vote of a
majority of the Qualified Trustees (as defined in Section 8 herein), on not more than 60 days written notice to any other party to the agreement.
Section 8.
As used in this Plan, (a) the term Qualified Trustees shall mean those Trustees of a Trust who are not
interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms assignment and interested person shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the U.S. Securities and Exchange Commission.
Section 9.
This Plan shall not obligate the Trusts or any other party to enter into an agreement with any particular person.
Section 10.
This Plan may be amended at any time by the Board of Trustees, provided that any material amendment of this
Plan shall be effective only upon approval in the manner provided in Section 3 herein.
Section 11.
Consistent with the
limitation of shareholder and Trustee liability as set forth in the Trusts Declaration of Trust, any obligations assumed by a Trust, a Fund or class thereof pursuant to this Plan and any agreements related to this Plan shall be limited in all
cases to the proportionate ownership of the Class of the affected Fund and its assets, and shall not constitute obligations of any shareholder of any other class of the affected Fund or Funds of the Trusts or of any Trustee.
Section 12.
If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the
remainder of the Plan shall not be affected thereby.
Dated: December 11, 2015
SCHWAB CAPITAL TRUST
SCHWAB INVESTMENTS
Schedule A
to the
Amended and Restated Shareholder Servicing Plan
dated December 11, 2015
Schwab Capital Trust
|
|
|
Fund
|
|
Shareholder Service Fee
|
Schwab Large-Cap Growth Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab Core Equity Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab Dividend Equity Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab Small-Cap Equity Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab Hedged Equity Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab Financial Services Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab Health Care Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab Balanced Fund
|
|
An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets
|
|
|
Schwab International Core Equity Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab Target 2010 Fund
|
|
An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets
|
|
|
Schwab Target 2015 Fund
|
|
An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets
|
|
|
Schwab Target 2020 Fund
|
|
An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets
|
|
|
Schwab Target 2025 Fund
|
|
An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets
|
|
|
Schwab Target 2030 Fund
|
|
An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets
|
|
|
Schwab Target 2035 Fund
|
|
An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets
|
|
|
|
|
|
Schwab Target 2040 Fund
|
|
An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets
|
|
|
Schwab S&P 500 Index Fund
|
|
An annual fee, payable monthly, of two one-hundredths of one percent (0.02%) of the Funds average daily net assets
|
|
|
Schwab Small-Cap Index Fund
|
|
An annual fee, payable monthly, of two one-hundredths of one percent (0.02%) of the Funds average daily net assets
|
|
|
Schwab Total Stock Market Index Fund
|
|
An annual fee, payable monthly, of two one-hundredths of one percent (0.02%) of the Funds average daily net assets
|
|
|
Schwab International Index Fund
|
|
An annual fee, payable monthly, of two one-hundredths of one percent (0.02%) of the Funds average daily net assets
|
|
|
Schwab MarketTrack All Equity Portfolio Investor Shares
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab MarketTrack Growth Portfolio Investor Shares
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab MarketTrack Balanced Portfolio Investor Shares
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab MarketTrack Conservative Portfolio Investor Shares
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Laudus Small-Cap MarketMasters Fund Investor Shares
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Laudus Small-Cap MarketMasters Fund Select Shares
|
|
An annual fee, payable monthly, of twenty one-hundredths of one percent (0.20%) of the Funds average daily net assets
|
|
|
Laudus International MarketMasters Fund Investor Shares
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Laudus International MarketMasters Fund Select Shares
|
|
An annual fee, payable monthly, of twenty one-hundredths of one percent (0.20%) of the Funds average daily net assets
|
|
|
Schwab Fundamental U.S. Large Company Index Fund
|
|
An annual fee, payable monthly, of ten one-hundredths of one percent (0.10%) of the Funds average daily net assets
|
|
|
Schwab Fundamental U.S. Small Company Index Fund
|
|
An annual fee, payable monthly, of ten one-hundredths of one percent (0.10%) of the Funds average daily net assets
|
|
|
Schwab Fundamental International Large Company Index Fund
|
|
An annual fee, payable monthly, of ten one-hundredths of one percent (0.10%) of the Funds average daily net assets
|
|
|
Schwab Fundamental Emerging Markets Large Company Index Fund
|
|
An annual fee, payable monthly, of ten one-hundredths of one percent (0.10%) of the Funds average daily net assets
|
|
|
|
|
|
Schwab Fundamental International Small Company Index Fund
|
|
An annual fee, payable monthly, of ten one-hundredths of one percent (0.10%) of the Funds average daily net assets
|
|
|
Schwab Monthly Income Fund Moderate Payout
|
|
An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets
|
|
|
Schwab Monthly Income Fund Enhanced Payout
|
|
An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets
|
|
|
Schwab Monthly Income Fund Maximum Payout
|
|
An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets
|
|
|
Schwab Target 2045 Fund
|
|
An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets
|
|
|
Schwab Target 2050 Fund
|
|
An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets
|
|
|
Schwab Target 2055 Fund
|
|
An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets
|
|
|
Schwab Fundamental Global Real Estate Index Fund
|
|
An annual fee, payable monthly, of ten one-hundredths of one percent (0.10%) of the Funds average daily net assets
|
Schwab Investments
|
|
|
Fund
|
|
Shareholder Service Fee
|
|
|
Schwab Short-Term Bond Market Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab Total Bond Market Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab GNMA Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab Treasury Inflation Protected Securities Index Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab Intermediate-Term Bond Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab Tax-Free Bond Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab California Tax-Free Bond Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
|
|
Schwab 1000 Index Fund
|
|
An annual fee, payable monthly, of ten one-hundredths of one percent (0.10%) of the Funds average daily net assets
|
|
|
Schwab Global Real Estate Fund
|
|
An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets
|
APPENDIX A
TO
MASTER FUND
ACCOUNTING AND SERVICES AGREEMENT
As of January 20, 2016
MANAGEMENT INVESTMENT COMPANIES AND PORTFOLIOS THEREOF, IF ANY
THE CHARLES SCHWAB FAMILY OF FUNDS
Schwab Money Market
Fund
Schwab Value Advantage Money Fund
Schwab Retirement
Advantage Money Fund
Schwab Investor Money Fund
Schwab
Government Money Fund
Schwab U.S. Treasury Money Fund
Schwab Municipal Money Fund
Schwab California Municipal Money
Fund
Schwab New York Municipal Money Fund (
formerly Schwab New York AMT Tax-Free Money Fund
)
Schwab AMT Tax-Free Money Fund (formerly Florida Muni Money Fund)
Schwab Massachusetts Municipal Money Fund (
formerly Schwab Massachusetts AMT Tax-Free Money Fund
)
Schwab Pennsylvania Municipal Money Fund
Schwab New Jersey
Municipal Money Fund (
formerly Schwab New Jersey AMT Tax-Free Money Fund
)
Schwab Cash Reserves
Schwab Advisor Cash Reserves
Schwab Treasury Obligations Money
Fund
Schwab Variable Share Price Money Fund
SCHWAB
INVESTMENTS
Schwab 1000 Index Fund
Schwab Short-Term
Bond Market Fund
Schwab Total Bond Market Fund
Schwab GNMA
Fund
Schwab Tax-Free Bond Fund
Schwab California Tax-Free
Bond Fund
Schwab Treasury Inflation Protected Securities Index Fund (
formerly Schwab Inflation Protected Fund
)
Schwab Intermediate-Term Bond Fund (
formerly Schwab Premier Income Fund
)
Schwab Global Real Estate Fund
SCHWAB CAPITAL TRUST
Schwab International Index Fund
Schwab Small-Cap Index Fund
Schwab MarketTrack Growth Portfolio
Schwab MarketTrack Balanced
Portfolio
Schwab MarketTrack Conservative Portfolio
Schwab
MarketTrack All Equity Portfolio
Schwab S&P 500 Index Fund
Schwab Dividend Equity Fund
Schwab Small-Cap Equity Fund
Schwab Large-Cap Growth Fund
Schwab Total Stock Market Index
Fund
Schwab Financial Services Fund
Schwab Health Care Fund
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 Core Equity Fund
Schwab Hedged Equity Fund
Laudus International MarketMasters Fund
Laudus Small-Cap
MarketMasters Fund
Schwab Balanced Fund (formerly Schwab Viewpoints Fund)
Schwab Fundamental US Small Company Index Fund
Schwab
Fundamental US Large Company Index Fund
Schwab Fundamental International Large Company Index Fund
Schwab Fundamental Emerging Markets Large Company Index Fund
Schwab Fundamental International Small Company Index Fund
Schwab
Monthly Income Fund - Moderate Payout
Schwab Monthly Income Fund - Enhanced Payout
Schwab Monthly Income Fund - Maximum Payout
Schwab International
Core Equity Fund
Schwab Fundamental Global Real Estate Index Fund
SCHWAB ANNUITY PORTFOLIOS
Schwab Government Money Market
Portfolio
Schwab S&P 500 Index Portfolio
Schwab
MarketTrack Growth Portfolio II
Schwab VIT Balanced Portfolio
Schwab VIT Balanced with Growth Portfolio
Schwab VIT Growth
Portfolio
SCHWAB STRATEGIC TRUST
Schwab U.S. Broad
Market ETF
Schwab U.S. Large-Cap ETF
Schwab U.S. Large-Cap
Growth ETF
Schwab U.S. Large-Cap Value ETF
Schwab U.S.
Small-Cap ETF
Schwab International Equity ETF
Schwab
International Small-Cap Equity ETF
Schwab Emerging Markets Equity ETF
Schwab U.S. TIPS ETF
Schwab Short-Term U.S. Treasury ETF
Schwab Intermediate-Term U.S. Treasury ETF
Schwab U.S. REIT ETF
Schwab U.S. Mid-Cap ETF
Schwab U.S. Aggregate Bond ETF
Schwab U.S. Dividend Equity ETF
Schwab Fundamental U.S. Broad
Market Index ETF
Schwab Fundamental U.S. Large Company Index ETF
Schwab Fundamental U.S. Small Company Index ETF
Schwab
Fundamental International Large Company Index ETF
Schwab Fundamental International Small Company Index ETF
Schwab Fundamental Emerging Markets Large Company Index ETF
|
|
|
|
|
1900 K Street, NW
Washington, DC 20006
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
|
February 24, 2016
Schwab Capital Trust
211 Main Street
San Francisco, CA 94105
Dear Ladies and Gentlemen:
We have acted as counsel for Schwab Capital Trust (the Trust), a trust duly organized and validly existing under the laws of the Commonwealth of
Massachusetts, in connection with Post-Effective Amendment No. 151 to the Trusts Registration Statement on Form N-1A, together with all Exhibits thereto (the Registration Statement), under the Securities Act of 1933, as
amended (1933 Act), and Amendment No. 152 to the Registration Statement under the Investment Company Act of 1940, as amended. We have examined such governmental and corporate certificates and records as we deemed necessary to render
this opinion and we are familiar with the Trusts Agreement and Declaration of Trust and its Amended and Restated Bylaws, each as amended to date.
Based upon the foregoing, we are of the opinion that the shares proposed to be sold pursuant to the Registration Statement, when paid for as contemplated in
the Registration Statement, will be legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement, to be filed with the U.S. Securities and Exchange Commission, and to the use of our name in the Trusts Registration Statement to be dated on or about February 25, 2016 and in any revised or amended
versions thereof. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act and the rules and regulations thereunder.
Very truly yours,
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our reports dated December 16, 2015 relating to the
financial statements and financial highlights which appear in the October 31, 2015 Annual Reports to Shareholders of Schwab Core Equity Fund, Schwab Dividend Equity Fund, Schwab Financial Services Fund, Schwab Health Care Fund, Schwab Hedged Equity
Fund, Schwab International Core Equity Fund, Schwab Large-Cap Growth Fund, Schwab Small-Cap Equity Fund, Schwab Balanced Fund, Schwab International Index Fund, Schwab S&P 500 Index Fund, Schwab Small-Cap Index Fund, Schwab Total Stock Market
Index Fund, Schwab Fundamental Emerging Markets Large Company Index Fund, Schwab Fundamental International Large Company Index Fund, Schwab Fundamental International Small Company Index Fund, Schwab Fundamental US Large Company Index Fund, Schwab
Fundamental US Small Company Index Fund, Laudus International MarketMasters Fund, Laudus Small-Cap MarketMasters Fund, Schwab MarketTrack All Equity Portfolio, Schwab MarketTrack Balanced Portfolio, Schwab MarketTrack Conservative Portfolio, Schwab
MarketTrack Growth Portfolio, 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 and Schwab Target 2055 Fund which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings Financial highlights, Independent Registered Public Accounting
Firm and Portfolio Holdings Disclosure in such Registration Statement.
|
/s/ PricewaterhouseCoopers LLP
|
PricewaterhouseCoopers LLP
|
San Francisco, California
|
February 23, 2016
|
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB
INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
SCHWAB STRATEGIC
TRUST
POWER OF ATTORNEY
I,
the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory
trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power
to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection
thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as
fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
|
|
|
|
|
/s/ Walter W. Bettinger II
|
|
|
|
Date: January 1, 2016
|
Walter W. Bettinger II
|
|
|
|
|
Trustee and Chairman of the Board of Trustees
|
|
|
|
|
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB
INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
SCHWAB STRATEGIC
TRUST
POWER OF ATTORNEY
I,
the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory
trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power
to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection
thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as
fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
|
|
|
|
|
/s/ Marie A. Chandoha
|
|
|
|
Date: January 1, 2016
|
Marie A. Chandoha
|
|
|
|
|
Trustee, President and Chief Executive Officer
|
|
|
|
|
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB
INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
SCHWAB STRATEGIC
TRUST
POWER OF ATTORNEY
I,
the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory
trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power
to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection
thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as
fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
|
|
|
|
|
/s/ Joseph R. Martinetto
|
|
|
|
Date: January 1, 2016
|
Joseph R. Martinetto
|
|
|
|
|
Trustee
|
|
|
|
|
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB
INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
SCHWAB STRATEGIC
TRUST
POWER OF ATTORNEY
I,
the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory
trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power
to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection
thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as
fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
|
|
|
|
|
/s/ Robert W. Burns
|
|
|
|
Date: January 1, 2016
|
Robert W. Burns
|
|
|
|
|
Trustee
|
|
|
|
|
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB
INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
SCHWAB STRATEGIC
TRUST
POWER OF ATTORNEY
I,
the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory
trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power
to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection
thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as
fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
|
|
|
|
|
/s/ John F. Cogan
|
|
|
|
Date: January 1, 2016
|
John F. Cogan
|
|
|
|
|
Trustee
|
|
|
|
|
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB
INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
SCHWAB STRATEGIC
TRUST
POWER OF ATTORNEY
I,
the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory
trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power
to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection
thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as
fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
|
|
|
|
|
/s/ Stephen T. Kochis
|
|
|
|
Date: January 1, 2016
|
Stephen T. Kochis
|
|
|
|
|
Trustee
|
|
|
|
|
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB
INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
SCHWAB STRATEGIC
TRUST
POWER OF ATTORNEY
I,
the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory
trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power
to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection
thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as
fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
|
|
|
|
|
/s/ David L. Mahoney
|
|
|
|
Date: January 1, 2016
|
David L. Mahoney
|
|
|
|
|
Trustee
|
|
|
|
|
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB
INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
SCHWAB STRATEGIC
TRUST
POWER OF ATTORNEY
I,
the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory
trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power
to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection
thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as
fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
|
|
|
|
|
/s/ Kiran M. Patel
|
|
|
|
Date: January 1, 2016
|
Kiran M. Patel
|
|
|
|
|
Trustee
|
|
|
|
|
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB
INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
SCHWAB STRATEGIC
TRUST
POWER OF ATTORNEY
I,
the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory
trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power
to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection
thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as
fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
|
|
|
|
|
/s/ Kimberly S. Patmore
|
|
|
|
Date: January 1, 2016
|
Kimberly S. Patmore
|
|
|
|
|
Trustee
|
|
|
|
|
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB
INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
SCHWAB STRATEGIC
TRUST
POWER OF ATTORNEY
I,
the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory
trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power
to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection
thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as
fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
|
|
|
|
|
/s/ Charles A. Ruffel
|
|
|
|
Date: January 1, 2016
|
Charles A. Ruffel
|
|
|
|
|
Trustee
|
|
|
|
|
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB
INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
SCHWAB STRATEGIC
TRUST
POWER OF ATTORNEY
I,
the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory
trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power
to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection
thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as
fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
|
|
|
|
|
/s/ Gerald B. Smith
|
|
|
|
Date: January 1, 2016
|
Gerald B. Smith
|
|
|
|
|
Trustee
|
|
|
|
|
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB
INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
SCHWAB STRATEGIC
TRUST
POWER OF ATTORNEY
I,
the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory
trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power
to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection
thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as
fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
|
|
|
|
|
/s/ Joseph H. Wender
|
|
|
|
Date: January 1, 2016
|
Joseph H. Wender
|
|
|
|
|
Trustee
|
|
|
|
|
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB
INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
LAUDUS INSTITUTIONAL
TRUST
SCHWAB STRATEGIC TRUST
POWER OF ATTORNEY
I, the
undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Laudus Institutional Trust and Schwab Strategic
Trust, each a Delaware statutory trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and
lawful attorneys, with full power to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto,
and other documents in connection thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or
necessary to be done in the premises, as fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
|
|
|
|
|
/s/ Mark D. Fischer
|
|
|
|
Date: January 1, 2016
|
Mark D. Fischer
|
|
|
|
|
Treasurer and Chief Financial Officer
|
|
|
|
|
|
|
|
Code of Ethics
|
|
|
Table of Contents
|
|
|
|
|
|
|
Purpose of Code
|
|
|
1
|
|
|
|
Why Do We Have a Code of Ethics?
|
|
|
2
|
|
|
|
Does the Code of Ethics Apply to You?
|
|
|
2
|
|
|
|
Restrictions on Personal Investing Activities
|
|
|
4
|
|
|
|
Reporting Requirements
|
|
|
6
|
|
|
|
Can there be any exceptions to the restrictions?
|
|
|
9
|
|
|
|
Confidential Information
|
|
|
10
|
|
|
|
Conflicts of Interest
|
|
|
10
|
|
|
|
What happens if you violate the rules in the Code of Ethics?
|
|
|
11
|
|
|
|
American Century Investments Quarterly Report to Fund Directors
|
|
|
12
|
|
|
|
APPENDIX 1: DEFINITIONS
|
|
|
13
|
|
|
|
APPENDIX 2: WHAT IS BENEFICIAL OWNERSHIP?
|
|
|
16
|
|
|
|
APPENDIX 3: CODE-EXEMPT SECURITIES
|
|
|
19
|
|
|
|
APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS
|
|
|
20
|
|
|
|
SCHEDULE A: BOARD APPROVAL DATES
|
|
|
23
|
|
|
|
SCHEDULE B: SUBADVISED FUNDS
|
|
|
24
|
|
Defined terms are in
bold italics
. Frequently used terms are defined in Appendix 1.
Purpose of Code
The Code of Ethics guides the personal
investment activities of American Century Investments (ACI) employees (including full and part-time employees, contract and temporary employees, officers and directors), and
members of their immediate family
.
1
The Code of Ethics aids in the elimination and detection of personal securities transactions by employees that might be viewed as fraudulent or might conflict with the interests of our client
portfolios. Such transactions may include:
|
|
|
the misuse of client trading information for personal benefit (including so-called front-running),
|
|
|
|
the misappropriation of investment opportunities that may be appropriate for client portfolios,
|
|
|
|
and excessive personal trading that may affect our ability to provide services to our clients.
|
Violations of
this Code must be promptly reported to the Chief Compliance Officer.
1
|
The Directors of ACI registered investment companies (our Fund Clients) who are not interested persons (the Independent Directors) are covered under a separate Code applicable only to
them.
|
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
1
|
|
|
|
Code of Ethics
|
|
|
Why Do We Have a Code of Ethics?
A.
|
Investors have placed their trust in ACI
|
As an investment adviser, ACI is entrusted
with the assets of our clients for investment purposes. Our employees personal trading activities and the administration of the Code are governed by these general fiduciary principles:
|
|
|
The interests of our clients must be placed before our own.
|
|
|
|
Any personal securities transactions must be conducted consistent with this Code and in a manner as to avoid even the appearance of a conflict of interest.
|
Complying with these principles is how we earn and keep our clients trust. To protect this trust, we will hold ourselves to the highest
ethical standards.
B.
|
ACI wants to give you flexible investing options
|
Management believes that ACIs
own mutual funds and other pooled investment vehicles provide a broad range of investment alternatives in virtually every segment of the securities market. We encourage ACI employees to use these vehicles for their personal investments. We do not
encourage active trading by our employees. We recognize, however, that individual needs differ and that there are other attractive investment opportunities. As a result, this Code is intended to give you and your family flexibility to invest,
without jeopardizing relationships with our clients.
Our employees are able to undertake personal transactions in stocks and other
individual
securities
subject to the terms of this Code. All employees are required to report their personal security transactions in direct and beneficially owned securities under this Code. Additionally, Portfolio,
Investment and Access Persons are required to receive preclearance of transactions and further limitations are placed on the transactions of Portfolio and Investment Persons.
C.
|
Federal law requires that we have a Code of Ethics
|
The Investment Company Act of 1940
and the Investment Advisers Act of 1940 require that we have safeguards in place to prevent personal investment activities that might take inappropriate advantage of our fiduciary position. These safeguards are embodied in this Code of Ethics.
2
Does the Code of Ethics Apply to You?
Yes!
All ACI employees and contract personnel must observe the principles contained in this Code of Ethics. This Code applies to your personal
investments, as well as those for which you are a
beneficial owner
.
However, there are different requirements for different categories of employees. The category in which you have been placed generally depends
on your job function, although circumstances may prompt us to place you in a different category. The range of categories is as follows:
2
|
Rule 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940 serve as a basis for much of what is contained in ACIs Code of Ethics.
|
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
2
|
|
|
|
Code of Ethics
|
|
|
The standard profile for each of the categories is described below:
Portfolio Persons include portfolio managers (equity or fixed
income), and any other Investment Persons (as defined below) with authority to enter purchase/sale orders on behalf of client portfolios.
Investment Persons include:
|
|
|
Any
supervised persons
that have access to nonpublic information regarding any client portfolios securities trading, securities recommendations, or portfolio holdings or are involved in making
securities recommendations that are nonpublic; and
|
|
|
|
Any officers and directors of an
investment adviser
.
|
Access Persons are persons who, in connection with their regular
function and duties, consistently obtain information regarding current purchase and sale recommendations and daily transaction and holdings information concerning client portfolios. Examples of persons that may be considered Access Persons
include:
|
|
|
Persons who are directly involved in the execution, clearance, and settlement of purchases and sales of securities (e.g. certain investment operations personnel);
|
|
|
|
Persons whose function requires them to evaluate trading activity on a real time basis (e.g. attorneys, accountants, portfolio compliance personnel);
|
|
|
|
Persons who assist in the design, implementation, and maintenance of investment management technology systems (e.g. certain I/T personnel);
|
|
|
|
Support staff and supervisors of the above if they are required to obtain such information as a part of their regular function and duties; and
|
|
|
|
An officer or interested director of our Fund Clients.
|
Single, infrequent, or
inadvertent instances of access to current recommendations or real-time trading information or the opportunity to obtain such information through casual observance or bundled data security access may not be sufficient to qualify you as an Access
Person.
If you are an officer, director, employee or contractor of ACI and
you do not fit into any of the above categories, you are a Non-Access Person. While your trading is not subject to preclearance and other restrictions applicable to Portfolio, Investment, and Access Persons, you are still subject to the
remaining provisions of the Code and are required to report to ACI certain information regarding brokerage accounts and accounts invested in
reportable mutual funds
that you own or beneficially own (please refer to
Reporting Requirements Applicable to All Employees).
3
3
|
See
Reporting Requirements
for details on required reporting.
|
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
3
|
|
|
|
Code of Ethics
|
|
|
Restrictions on Personal Investing Activities
A.
|
Principles of Personal Investing
|
All ACI employees, officers, and directors, and
members of their immediate family, must comply with the
federal securities laws
and other governmental rules and regulations, and maintain ACIs high ethical standards when making personal
securities
transactions. You must not misuse nonpublic information about client security holdings or contemplated, pending, or completed portfolio transactions for your personal benefit or the benefit of others. Likewise, you may not cause a client
portfolio to take action, or fail to take action, for your personal benefit.
In addition, investment opportunities appropriate for client
portfolios should not be retained for the personal benefit of yourself or others. Investment opportunities arising as a result of ACI investment management activities must first be considered for inclusion in our client portfolios.
B.
|
Preclearance of Personal Securities Transactions
|
|
[Portfolio, Investment, and Access Persons]
|
Preclearance of personal
securities
transactions allows ACI to prevent certain trades that may have the possibility to conflict with client trading activities. The nature of securities markets makes it impossible for us to predict all
conflicts. As a consequence, even trades that are precleared can result in potential conflicts between your trades and those affected for client portfolios. You are responsible for avoiding such conflicts with any client portfolios for
which you make investment recommendations. You have an obligation to ACI and its clients to avoid even a perception of a conflict of interest with respect to personal trading activities.
All Portfolio, Investment, and Access Persons must comply with the following preclearance procedures prior to entering into (i) the purchase or
sale of a
security
for your own account or (ii) the purchase or sale of a
security
for an account for which you are a
beneficial
owner
.
4
|
1.
|
Is the
security
a Code-Exempt Security?
|
Check
Appendix 3
to see if the
security
is listed as a
code-exempt security
. If it is, then you may execute the transaction. Otherwise, proceed to the next step.
|
2.
|
Preclear the transaction with Compliance by
5
accessing the Code of Ethics system and entering your request at the Preclearance Request Entry screen. If you are outside
of ACIs office, you may e-mail your request to
CE-Code_of_Ethics@americancentury.com
. You will be required to provide the following
:
|
|
|
|
Broker and account number used for the transaction;
|
|
|
|
Security identifier (Ticker symbol, CUSIP number, etc.);
|
|
|
|
Type of security (stock, bond, note, etc.);
|
|
|
|
Nature of transaction (purchase or sale).
|
4
|
See
Appendix 2
for an explanation of beneficial ownership.
|
5
|
If you are the Chief Investment Officer of an
investment adviser
, your preclearance request must be approved by the Chief Compliance Officer or his or her designee.
|
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
4
|
|
|
|
Code of Ethics
|
|
|
|
3.
|
The request will be reviewed through our preclearance process. You will receive an e-mail informing you of your approval or denial within 48 hours of entering your request.
|
|
4.
|
If you receive
preclearance
for the transaction,
6
you may execute the approved transaction the day your preclearance is granted and the following two (2)
business days (the Preclearance Period). For example, if preclearance is granted at 3:00 p.m. on Wednesday, you have until the close of the market on Friday to execute the trade. If you do not execute the approved transaction within the
Preclearance Period, you must repeat the preclearance procedure prior to executing the transaction.
|
ACI reserves the right
to restrict the purchase or sale by Portfolio, Investment, and Access Persons of any
security
at any time. Such restrictions are imposed through the use of a Restricted List that will cause the Code of Ethics system to deny
the approval of preclearance to transact in the
security
.
Securities
may be restricted for a variety of reasons including without limitation, the possession of material nonpublic information by ACI or its employees.
C.
|
Additional Trading Restrictions
|
|
[Portfolio and Investment Persons]
|
The following additional trading restrictions apply
if you are a Portfolio or Investment Person:
|
1.
|
Initial Public Offerings
You may not acquire
securities
issued in an
initial public offering
.
|
|
2.
|
Private Placements
Before you acquire any
securities
in a
private placement
, you must obtain approval from the Chief Investment Officer. Request for
preclearance can be submitted by entering your request in the Private Placement Preclearance Request Entry screen in the Code of Ethics system or by emailing your request to CE-Code of Ethics (or
LG
-Personal Security
Trades@americancentury.com
if emailing from outside of ACIs email systems)
.While your preclearance request is pending or if you own or beneficially own the privately-placed security, you may not participate in any
consideration of an investment in
securities
of the
private placement
issuer for any client portfolios
|
|
3.
|
60-Day Rule (Short-Term Trading Profits)
You may not profit from any purchase and sale, or sale and purchase, of the same (or equivalent)
securities
other than
code-exempt
securities
within sixty (60) calendar days.
|
D.
|
Seven-Day Blackout Period [Portfolio Persons]
|
If you are a Portfolio Person, you may
not purchase or sell a
security
other than a
code exempt security
during the seven (7) calendar days before and after the day it has been traded in a client portfolio that you manage (i.e., if a client
portfolio transacts in a security on Monday, the Portfolio Persons managing the client portfolio must not personally trade in the security from the Monday before until the Monday after the client portfolio transaction.
E.
|
Securities held in your funds
|
Personally investing in the same securities held by the client portfolios you
manage may result in a conflict of interest. To mitigate this risk, you may not sell a security in which your client portfolio has a long position or purchase a security in which your client portfolio has a short position.
6
|
See
Appendix 4
for a description of the preclearance process.
|
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
5
|
|
|
|
Code of Ethics
|
|
|
F.
|
Trading on Inside Information
|
Federal law prohibits you from trading based on material nonpublic
information received from any source or communicating this information to others. This could include confidential information received by employees regarding securities that are, or maybe considered as potential, portfolio investments. You are
expected to abide by the highest ethical and legal standards in conducting your personal investment activities. For more information regarding what to do when you believe you are in possession of material nonpublic information, please consult
ACIs
Insider Trading Policy
.
G.
|
Trading in ACI Mutual Funds
|
Excessive, short-term trading of ACI client portfolios and other abusive
trading practices (such as time zone arbitrage) may disrupt portfolio management strategies and harm fund performance. These practices can cause funds to maintain higher-than-normal cash balances and incur increased trading
costs. Short-term and other abusive trading strategies can also cause unjust dilution of shareholder value if such trading is based on information not accurately reflected in the price of the fund.
You may not engage in short-term trading or other abusive trading strategies with respect to any ACI client portfolio. For purposes of
this Code, ACI client portfolios include any mutual fund, variable annuity, institutional, or other account advised or subadvised by ACI.
7
Seven-Day Holding Period
. You will be deemed to have engaged in short-term trading if you have purchased shares or otherwise
invested in a variable-priced (non-money market) ACI client portfolio and redeem shares or otherwise withdraw assets from that portfolio within seven (7) days. In other words, if you make an investment in an ACI fund, you may not redeem shares
from that fund before the completion of the seventh (7
th
) day following the purchase date.
Limited Trading Within 30 Days
. We realize that abusive trading is not limited to a 7-day window. As a result, we may deem the sale of
all or a substantial portion of an employees purchase to be abusive if the sale is made within 30 days, and it happens more than once every rolling twelve months.
These trading restrictions are applicable to any account for which you have the authority to direct trades or of which you are a
beneficial owner
, including brokerage accounts, direct shareholder accounts, retirement plans, subadvised accounts, or accounts held through an intermediary
Transactions NOT Subject to Limitations
. Automatic investments such as AMIs, dividend reinvestments, employer plan contributions,
and payroll deductions are not considered transactions for purposes of the holding requirements. Redemptions in variable-priced funds that allow CheckWriting privileges will not be considered redemptions for purposes of the holding
requirements.
Information to be Provided
. You are required to provide certain information regarding mutual fund accounts
beneficially owned by you. See the Reporting Requirements for your applicable Code of Ethics classification.
Reporting Requirements
You are required to file complete, accurate, and timely reports of all required information under this Code. All reported information is subject to review
for indications of abusive trading, misappropriation of information, or failure to adhere to the requirements of this Code.
7
|
See
Schedule A
for a list of Fund Clients. See
Schedule B
for a list of
subadvised funds
.
|
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
6
|
|
|
|
Code of Ethics
|
|
|
A.
|
Reporting Requirements Applicable to All Employees
|
Upon employment, any amendment of the Code, and not less than annually
thereafter, you will be required to acknowledge that you have received, read, and will comply with this Code. Compliance will notify you when you must provide this information.
|
2.
|
Brokerage Accounts and Duplicate Confirmations
|
You are required to report any brokerage
accounts that you own or
beneficially own
and to instruct your broker-dealer to send duplicate confirmations of all transactions in reportable brokerage accounts to:
American Century Investments
Attention: Compliance
P.O.
Box 410141
Kansas City, MO 64141-0141
Reportable brokerage accounts
include both brokerage accounts maintained by you and brokerage accounts
maintained by a person whose trades you must report because you are a
beneficial owner
.
|
3.
|
Reporting of Mutual Fund Accounts
|
|
a.
|
Employee-owned ACI Direct Accounts/ ACI Retirement Plans
|
You are not required to report ACI
Direct and ACI Retirement Plan accounts held under your own Social Security number. Trading in these accounts will be monitored based on information contained on our transfer agency and retirement plan systems.
|
b.
|
Beneficially Owned Direct Accounts
|
You must report the following information for ACI Direct
accounts in which you have a
beneficial ownership
interest held under a taxpayer identification or Social Security number other than your own (so-called
beneficially owned direct accounts
):
|
|
|
Name(s) of record owner(s) of the account.
|
Trading in these accounts will be monitored based
on information contained on our transfer agency system.
|
c.
|
Certain Third-Party Accounts invested in funds managed by ACI.
|
You are required to report
other accounts invested in funds managed by ACI such as those invested in (i) any
subadvised
fund
(see Schedule B of this Code for a list of
subadvised
funds
); and (ii) non-ACI retirement plan,
unit investment trust, variable annuity, or similar accounts in which you own or
beneficially own reportable mutual funds
. The following information must be reported for these accounts:
|
|
|
Name of the financial institution where held;
|
|
|
|
Name(s) of the record owner(s) of the account.
|
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
7
|
|
|
|
Code of Ethics
|
|
|
In addition, you must provide either account statements or confirmations of all trading
activity in
reportable third-
party accounts
to Compliance within 30 calendar days of the end of each calendar quarter.
B.
|
Additional Reporting Requirements for Portfolio, Investment, and Access Persons
|
Within ten (10) calendar days of becoming a Portfolio, Investment, or Access
Person, and annually, thereafter, you must submit a Holdings Report. You will be notified by e-mail of the dates and requirements for filing the report(s). The information submitted must be current as of a date no more than 45 calendar days
before the report is filed and include the following:
|
|
|
A list of all
securities
, other than certain
code-exempt securities
8
, that you own or in which you have a
beneficial
ownership
interest. This listing must include the financial institution, account number, security identifier and description, number of shares, currency, and principal amount of each covered
security
.
|
|
|
|
A summary of your relationships that may conflict with the interests of ACI, such as outside employment, relationships with competitors, suppliers, vendors, independent contractors or consultants of ACI, or
relationships with directors or trustees in outside organizations other than community charitable activities, education activities, or dissimilar family business.
|
|
|
|
Portfolio and Investment Persons must also provide a list of all
reportable mutual fund
holdings owned or in which they have a
beneficial ownership
interest. This list must include investments held directly through ACI, investments in any
subadvised fund
, holdings in a
reportable brokerage account
,
and holdings in
non-ACI retirement plans, unit investment trusts, variable annuity, or similar accounts.
|
|
2.
|
Quarterly Transactions Report
|
Within thirty (30) calendar days of the end of each calendar
quarter, all Portfolio, Investment, and Access Persons must submit a Quarterly Transactions Report. Compliance will notify you of the dates and requirements for filing the report. A report of the transactions for which we have received
your duplicate trade confirmations during the quarter will be provided for your review. It is your responsibility to review the completeness and accuracy of this report, provide any necessary changes, and certify its contents when submitted.
|
a.
|
The Quarterly Transactions Report must contain the following information about each personal
securities
transaction undertaken during the quarter other than those in certain
code
exempt securities
:
|
|
|
|
The financial institutions name and account number in which the transaction was executed;
|
|
|
|
The date of the transaction, the
security
identifier and description and number of shares or the principal amount of each
security
involved;
|
|
|
|
The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition; and
|
|
|
|
The transaction price, currency and amount.
|
In addition, information regarding your
reportable brokerage and other accounts should be verified at this time.
8
|
See
Appendix 3
for a listing of
code-exempt securities
that must be reported.
|
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
8
|
|
|
|
Code of Ethics
|
|
|
|
b.
|
Portfolio and Investment Persons
are also required to report transactions in
reportable mutual funds
.
The Quarterly Transactions Report for such persons must
contain the following information about each transaction during the quarter:
|
|
|
|
The date of the transaction, the fund identifier and description and number of shares or units of each trade involved;
|
|
|
|
The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition;
|
|
|
|
The transaction price, and amount; and
|
|
|
|
The financial institutions name and account number in which the trade was executed.
|
Transactions of reportable mutual funds that do not need to be reported by Portfolio and Investment Persons include:
|
|
|
Transactions in ACI retirement plan accounts;
|
|
|
|
Transactions in mutual fund accounts held directly through ACI under your Social Security number;
|
|
|
|
Transactions in beneficially-owned Direct accounts if the account has been previously reported under this Code; and
|
|
|
|
Transactions in reportable third-party accounts for which the account statements or confirmations are provided to Compliance within 30 days of the end of the calendar quarter in which the transactions took place.
|
Reportable mutual fund
transactions in reportable brokerage accounts must be included on
the Quarterly Transaction Report.
Can there be any exceptions to the restrictions?
Yes.
The Chief Compliance Officer or his or her designee may grant limited exemptions to specific provisions of the Code on a case-by-case basis.
A.
|
How to Request an Exemption
|
E-mail a written request to -CE-Code of Ethics (or
CE-Code_of_Ethics@americancentury.com
if emailing from outside ACIs email system) detailing your situation.
In considering your request, the Chief Compliance Officer or his or
her designee may grant your exemption request if he or she is satisfied that:
|
|
|
Your request addresses an undue personal hardship imposed on you by the Code of Ethics;
|
|
|
|
Your situation is not in conflict with the Code; and
|
|
|
|
Your exemption, if granted, would be consistent with the achievement of the objectives of the Code of Ethics.
|
All exemptions must be reported to the Boards of Directors/Trustees
of our Fund Clients at the next regular meeting following the initial grant of the exemption. Subsequent grants of an exemption of a type previously reported to the Boards may be affected without reporting. The Boards of Directors/Trustees
may choose to delegate the task of receiving and reviewing reports to a committee comprised of Independent Directors/Trustees.
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
9
|
|
|
|
Code of Ethics
|
|
|
D.
|
Thirty-Day Denial Exemption on Sales
|
An exemption may be requested when a request to
sell a
security
has been denied once a week over a 30-day timeframe. The covered person must be able to verify that they have periodically entered a preclearance request to sell a
security
in the Code
of Ethics system at least four times over a 30-day period. A written request must be e-mailed to
CE-Code of Ethics
to request the exemption. The Chief Compliance Officer or his or her designee will review the request and determine
if the exemption is warranted. If approval is granted, compliance will designate a short trading window during which the sale can take place.
E.
|
Non-volitional Transaction Exemption
|
Certain non-volitional purchase and sale
transactions are exempt from the preclearance requirements of the Code. These transactions include stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities,
receipt of
securities
as gifts, the giving of
securities
, inheritances, margin/ maintenance calls (where the
securities
to be sold are not directed by the covered person), dividend
reinvestment plans, and employer sponsored payroll deduction plans. These purchase and sale transactions, however, shall be reported in the Quarterly Transaction Report and Annual Holdings Report.
F.
|
Blind Trust/Managed Account Exemption
|
An exemption from the preclearance and reporting
requirements of the Code may be requested for
securities
that are held in a blind or quasi-blind trust arrangement or a managed (discretionary) account. For the exemption to be available, you or a
member of your
immediate family
must not have authority to advise or direct
securities
transactions of the trust or managed account. A written request must be emailed to CE-Code of Ethics with a copy of the management
agreement to request the exemption. The request will only be granted once the covered person and/or the investment adviser for the trust or managed account certify that the covered person or
members of their immediate family
will not advise or direct transactions. ACI must receive statements at least quarterly for transactions within the trust or managed account. The employee and/or adviser may be requested by Compliance to re-certify the trust arrangement.
Confidential Information
All information about
Clients
securities
transactions and portfolio holdings is confidential. You must not disclose, except as required by the duties of your employment, actual or contemplated
securities
transactions, portfolio holdings, portfolio characteristics or other nonpublic information about Clients, or the contents of any written or oral communication, study, report or opinion concerning any
security
. Employees
should consult the Portfolio Holdings and Characteristics Disclosure and the Confidential Information Asset Security policies before disseminating information to individuals that otherwise do not have access to the information. This does not
apply to information which has already been publicly disclosed.
Conflicts of Interest
You must receive prior written approval from the General Counsel or his or her designee, as appropriate, to do any of the following:
|
|
|
Negotiate or enter into any agreement on a Clients behalf with any business concern doing or seeking to do business with the Client if you, or a person related to you, has a substantial interest in the business
concern;
|
|
|
|
Enter into an agreement, negotiate or otherwise do business on the Clients behalf with a personal friend or a person related to you; or
|
|
|
|
Serve on the board of directors of, or act as consultant to, any publicly traded corporation. Please note that the American Century Investments Business Code of Conduct also contains limitations on outside
employment and directorships.
|
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
10
|
|
|
|
Code of Ethics
|
|
|
What happens if you violate the rules in the Code of Ethics?
If you violate the rules of the Code of Ethics, you may be subject to serious penalties. Violations of the Code and proposed sanctions are documented by
Compliance and submitted to the Code of Ethics Review Committee. The Committee consists of representatives of each
investment adviser
and the Compliance and Legal departments of ACI. The Committee is responsible for
determining the materiality of Code violations and appropriate sanctions.
A.
|
Materiality of Violation
|
In determining the materiality of a violation, the Committee
considers:
|
|
|
Evidence of violation of law;
|
|
|
|
Indicia of fraud, neglect, or indifference to Code provisions;
|
|
|
|
Frequency of violations;
|
|
|
|
Monetary value of the violation in question; and
|
|
|
|
Level of influence of the violator.
|
In assessing the appropriate penalties, the Committee will consider the
foregoing in addition to any other factors they deem applicable, such as:
|
|
|
Extent of harm to client interests;
|
|
|
|
Extent of unjust enrichment;
|
|
|
|
Tenure and prior record of the violator;
|
|
|
|
The degree to which there is a personal benefit from unique knowledge obtained through employment with ACI;
|
|
|
|
The level of accurate, honest and timely cooperation from the covered person; and
|
|
|
|
Any mitigating circumstances.
|
C.
|
The penalties which may be imposed include, but are not limited to:
|
|
1.
|
Non-material violation
|
|
a.
|
Warning (notice sent to manager); and/or
|
|
b.
|
Attendance at a Code of Ethics training session; and/or
|
|
c.
|
Suspension of trading privileges.
|
|
2.
|
Penalties for material or more frequent non-material violations will be based on the circumstances of the violation. These penalties could include, but are not limited to
|
|
a.
|
Suspension of trading privileges; and/or
|
|
c.
|
Suspension or termination of employment.
|
In addition, you may be required to surrender to ACI
any profit realized from any transaction(s) in violation of this Code of Ethics.
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
11
|
|
|
|
Code of Ethics
|
|
|
American Century Investments Quarterly Report to Fund Directors/Trustees
ACI will prepare a quarterly report to the Board of Directors/Trustees of each Fund Client of any material violation of this Code of Ethics.
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
12
|
|
|
|
Code of Ethics
|
|
|
APPENDIX 1: DEFINITIONS
1.
|
Automatic Investment Plan
|
Automatic investment plan means a
program in which regular periodic purchases, exchanges or redemptions are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation including dividend reinvestment plans.
2.
|
Beneficial Ownership or Beneficially Owned
|
See
Appendix 2
: What is Beneficial Ownership?
3.
|
Code-Exempt Security
|
A code-exempt security is a security in
which you may invest without preclearing the transaction with ACI. The list of code-exempt securities appears in
Appendix 3
.
4.
|
Federal Securities Law
|
Federal securities law means the Securities Act of
1933, the Securities Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the
Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted by the Commission or the Department of Treasury.
5.
|
Initial Public Offering
|
Initial public offering means an
offering of securities for which a registration statement has not previously been filed with the SEC and for which there is no active public market.
Investment adviser includes each investment
adviser listed on Schedule A
7.
|
Member of Your Immediate Family
|
A member of your immediate
family means any of the following:
|
|
|
Your spouse or domestic partner;
|
|
|
|
Your minor children; or
|
|
|
|
A relative who shares your home.
|
For the purpose of determining whether any of the foregoing
relationships exist, a legally adopted child of a person is considered a child of such person.
Private placement means an offering of
securities in which the issuer relies on an exemption from the registration provisions of the federal securities laws, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities.
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
13
|
|
|
|
Code of Ethics
|
|
|
9.
|
Reportable Mutual Fund
|
A reportable mutual fund includes any
mutual fund issued by a Fund Client (as listed on Schedule A) and any
subadvised
funds
(as listed on
Schedule B
).
A security includes a large number of investment
vehicles. However, for purposes of this Code of Ethics, security includes any of the following:
|
|
|
Stock, (including stock acquired in private placements and restricted stock in nonpublic companies received through an employee stock ownership program).
|
|
|
|
Exchange traded funds (ETFs) or similar securities,
|
|
|
|
Shares of open-end mutual funds,
|
|
|
|
Shares of closed-end mutual funds,
|
|
|
|
Evidence of indebtedness,
|
|
|
|
Certificate of interest or participation in any profit-sharing agreement,
|
|
|
|
Collateral-trust certificate,
|
|
|
|
Preorganization certificate or subscription,
|
|
|
|
Voting-trust certificate,
|
|
|
|
Certificate of deposit for a security,
|
|
|
|
Interests in private investment companies, hedge funds, or other unregistered collective investment vehicles,
|
|
|
|
Fractional undivided interest in oil, gas or other mineral rights,
|
|
|
|
Any put, call, straddle, option, future, or privilege on any security or other financial instrument (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on
the value thereof), including stock options received from an employer or through a retirement plan,
|
|
|
|
Any put, call, straddle, option, future, or privilege entered into on a national securities exchange relating to foreign currency,
|
|
|
|
In general, any interest or instrument commonly known as a security, or
|
|
|
|
Any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, future on or warrant or right to subscribe to or purchase, any of the foregoing.
|
A subadvised fund means any mutual fund or
portfolio listed on Schedule B.
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
14
|
|
|
|
Code of Ethics
|
|
|
A supervised person means any partner,
officer, director (or other person occupying a similar status or performing similar functions), or employee of an
investment adviser
,
or other person who provides investment advice on behalf of an
investment adviser
and is subject to the supervision and control of the
investment adviser
.
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
15
|
|
|
|
Code of Ethics
|
|
|
APPENDIX 2: WHAT IS BENEFICIAL OWNERSHIP?
A beneficial owner of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or
otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a purchase or sale of the security.
1.
|
Are securities held by immediate family members or domestic partners beneficially owned by me?
|
Yes.
As a general rule, you are regarded as the beneficial owner of
securities
held in the name of
|
|
|
A
member of your immediate family
;
OR
|
|
|
|
Any other person IF you obtain from such securities benefits substantially similar to those of ownership. For example, if you receive or benefit from some of the income from the securities held by your spouse, or
domestic partner, you are the beneficial owner; OR
|
|
|
|
You hold an option or other contractual rights to obtain title to the securities now or in the future.
|
2.
|
Must I report accounts for which I am listed as a joint owner or have power of attorney?
|
Yes.
As a general rule, you are regarded as an owner of any accounts for which you are listed as a joint owner or have power of
attorney.
3.
|
Am I deemed to beneficially own securities in accounts owned by a relative for whom I am listed as beneficiary upon death?
|
Probably not.
Unless you have power of attorney to transact in such accounts or are listed as a joint owner, you likely do not
beneficially own the account or
securities
contained in the account until ownership has been passed to you.
4.
|
Are securities held by a company I own an interest in also beneficially owned by me?
|
Probably not.
Owning the
securities
of a company does not mean you beneficially own the
securities
that the company itself owns.
However,
you will be deemed to beneficially own the
securities
owned by the company if:
|
|
|
You directly or beneficially own a controlling interest in or otherwise control the company; OR
|
|
|
|
The company is merely a medium through which you, members of your immediate family, or others in a small group invest or trade in
securities
and the company has no other substantial
business.
|
5.
|
Are securities held in trust beneficially owned by me?
|
Maybe.
You
are deemed to beneficially own
securities
held in trust if you or a
member of your immediate family
are:
|
|
|
Have a vested interest in the income or corpus of the trust; or
|
|
|
|
A settlor or grantor of the trust and have the power to revoke the trust without obtaining the consent of all the beneficiaries.
|
A blind trust exemption from the preclearance and reporting requirements of the Code may be requested if you or
members or your
immediate family
do not have authority to advise or direct
securities
transactions of the trust.
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
16
|
|
|
|
Code of Ethics
|
|
|
6.
|
Are securities in pension or retirement plans beneficially owned by me?
|
Maybe.
Beneficial ownership does not include indirect interest by any person in portfolio
securities
held by a
pension or retirement plan
of a company
whose employees generally are the beneficiaries of the plan.
However, your
participation in a pension or retirement plan is considered beneficial ownership of the portfolio
securities
if you can withdraw and trade the
securities
without withdrawing from the plan or you can direct
the trading of the
securities
within the plan (IRAs, 401(k)s, etc.).
7.
|
Examples of Beneficial Ownership
|
|
a.
|
Securities Held by Family Members or Domestic Partners
|
Example 1:
Tom and Mary are
married. Although Mary has an independent source of income from a family inheritance and segregates her funds from those of her husband, Mary contributes to the maintenance of the family home. Tom and Mary have engaged in joint estate
planning and have the same financial adviser. Since Tom and Marys resources are clearly significantly directed towards their common property, they shall be deemed to be the beneficial owners of each others
securities
.
Example 2:
Mikes adult son David lives in Mikes home. David is self-supporting
and contributes to household expenses. Mike is a beneficial owner of Davids
securities
.
Example 3:
Joes mother Margaret lives alone and is financially independent. Joe has power of attorney over his mothers estate, pays all her bills and manages her investment affairs. Joe borrows freely from Margaret without being
required to pay back funds with interest, if at all. Joe takes out personal loans from Margarets bank in Margarets name, the interest from such loans being paid from Margarets account. Joe is a beneficial owner of
Margarets estate.
Example 4:
Bob and Nancy are in a relationship. The house they share is still in Nancys name only.
They have separate checking accounts with an informal understanding that both individuals contribute to the mortgage payments and other common expenses. Nancy is the beneficial owner of Bobs
securities
.
|
b.
|
Securities Held by a Company
|
Example 5:
ABC Company is a holding company with five
shareholders owning equal shares in the company. Although ABC Company has no business of its own, it has several wholly-owned subsidiaries that invest in
securities
. Stan is a shareholder of ABC Company. Stan has
a beneficial interest in the
securities
owned by ABC Companys subsidiaries.
Example 6:
XYZ Company
is a large manufacturing company with many shareholders. Stan is a shareholder of XYZ Company. As a part of its cash management function, XYZ Company invests in
securities
. Neither Stan nor any
members of his
immediate family
are employed by XYZ Company. Stan does not beneficially own the
securities
held by XYZ Company.
|
c.
|
Securities Held in Trust
|
Example 7:
John is trustee of a trust created for his two
minor children. When both of Johns children reach 21, each shall receive an equal share of the corpus of the trust. John is a beneficial owner of any
securities
owned by the trust.
Example 8:
Jane placed
securities
held by her in a trust for the benefit of her church. Jane can
revoke the trust during her lifetime. Jane is a beneficial owner of any
securities
owned by the trust.
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
17
|
|
|
|
Code of Ethics
|
|
|
Example 9:
Jim is trustee of an irrevocable trust for his 21 year-old daughter (who
does not share his home). The daughter is entitled to the income of the trust until she is 25 years old, and is then entitled to the corpus. If the daughter dies before reaching 25, Jim is entitled to the corpus. Jim is a beneficial
owner of any
securities
owned by the trust.
Example 10:
Joans father (who does not share her home)
placed
securities
in an irrevocable trust for Joans minor children. Neither Joan nor any
member of her immediate family
is the trustee of the trust. Joan is a beneficial owner of the
securities
owned by the trust. She may, however, be eligible for the blind trust exemption to the preclearance and reporting of the trust
securities
.
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
18
|
|
|
|
Code of Ethics
|
|
|
APPENDIX 3: CODE-EXEMPT SECURITIES
Because they do not pose a likelihood for abuse, some securities, defined as code-exempt securities, are exempt from the Codes preclearance requirements.
However, confirmations of transactions in reportable brokerage accounts are required in all cases and some code-exempt securities must be disclosed on your Quarterly Transactions, Initial and Annual Holdings Reports.
1.
|
Code-Exempt Securities Not Subject to Disclosure on your Quarterly Transactions, Initial and Annual Holdings Reports:
|
|
|
|
Open-end mutual funds that are not considered
reportable mutual fund
;
|
|
|
|
Reportable mutual funds
(Access Persons only);
|
|
|
|
Reportable mutual fund
shares purchased through an
automatic investment plan
(including reinvested dividends);
|
|
|
|
Money market mutual funds;
|
|
|
|
Bank Certificates of Deposit;
|
|
|
|
U.S. government Treasury and Government National Mortgage Association securities;
|
|
|
|
High quality short-term debt instruments, including repurchase agreements. A high quality short-term debt instrument means any instrument that has a maturity at issuance of less than 366 days and that is
rated in one of the two highest rating categories by a nationally recognized rating organization.
|
2.
|
Code-Exempt Securities Subject to Disclosure on your Quarterly Transactions, Initial and Annual Holdings Reports:
|
|
|
|
Reportable mutual fund shares purchased other than through an automatic investment plan (Portfolio and Investment Persons only)
|
|
|
|
Securities
which are acquired through an employer-sponsored automatic payroll deduction plan (only the acquisition of the
security
is exempt, NOT the sale)
|
|
|
|
Securities
other than open-end mutual funds purchased through dividend reinvestment programs (only the re-investment of dividends in the
security
is exempt, NOT the sale or
other purchases)
|
|
|
|
Futures contracts on the following:
|
|
|
|
Standard & Poors 500 or 100 Index, NASDAQ 100 Index, and DOW 30 Industrials futures contracts only. Futures contracts for other financial instruments are not Code-exempt.
|
|
|
|
Commodity futures contracts for agricultural products (corn, soybeans, wheat, etc.) only. Futures contracts on precious metals or energy resources are
not
Code-exempt.
|
We may modify this list of securities at any time, please send an e-mail to
LG-Personal Security Trades
to request the most current list.
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
19
|
|
|
|
Code of Ethics
|
|
|
APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
20
|
|
|
|
Code of Ethics
|
|
|
After your request is entered into our preclearance system, it is then subjected to the following tests.
Step 1: Restricted Security List
|
|
|
Is the security on the Restricted Security list?
|
If YES,
the system will
send a message to you DENYING the personal trade request.
If NO,
then your request is subject to Step 2.
Step 2:
De Minimis
Transaction Test (This test does not apply to the trade requests of Portfolio and Investment Persons.)
|
|
|
Is the security issuers market capitalization greater than $1 billion?
|
|
|
|
Will your proposed transaction, together with your other preclearance requests in the security for the current calendar quarter, be less than $10,000?
|
|
|
|
Does the security trade on a national securities exchange or market, such as the New York Stock Exchange (NYSE) or National Association of Securities Dealers Automated Quotation System (NASDAQ)?
|
If the answer to ALL of these questions is YES,
the system will generate a message approving your proposed transaction.
If the answer to ANY of these questions is NO,
then your request is subject to Step 3.
Step 3: Client Trades Test
|
|
|
Have there been any transactions in the past 24 hours or is there an open order for that security for any Client?
|
If YES,
the system will send a message to you DENYING the personal trade request.
If NO,
then your request is subject to Step 4.
Step 4: Follow List Test
|
|
|
Does any account or Fund own the security?
|
|
|
|
Does the security appear on the computerized list of stocks ACI is considering to purchase for a Client?
|
If the answer to BOTH of these questions is NO,
the system will send a message to you APPROVING your proposed transaction.
If the answer to EITHER of these questions is YES,
then your request is subject to Step 5.
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
21
|
|
|
|
Code of Ethics
|
|
|
Step 5: Present Intentions Test
A message is sent to portfolio teams that own or are following the security described in your preclearance request. The portfolio teams will be asked if
they intend to buy or sell the security within the next three (3) business days.
If ALL of the portfolio management teams respond
NO,
your request will be APPROVED.
If
ANY of the portfolio management teams respond YES
, your request
will be DENIED.
If
ANY of the portfolio teams do not respond,
your request will be DENIED.
Step 6: Chief Investment Officer Requests
The Chief
Compliance Officer or his/her designee must approve any preclearance request by ACIMs Chief Investment Officer before an APPROVAL message is generated.
The preclearance process can be changed at any time to ensure that the goals of ACIs Code of Ethics are met.
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
22
|
|
|
|
Code of Ethics
|
|
|
SCHEDULE A: BOARD APPROVAL DATES
This Code of Ethics was most recently approved by the Board of Directors/Trustees of the following Companies as of the dates indicated:
|
|
|
Investment Adviser
|
|
Most Recent Approval Date
|
American Century Investment Management, Inc.
|
|
January 1, 2009
|
|
|
|
Principal Underwriter
|
|
Most Recent Approval Date
|
American Century Investment Services, Inc.
|
|
January 1, 2009
|
|
|
|
Fund Clients
|
|
Most Recent Approval Date
|
American Century Asset Allocation Portfolios, Inc.
|
|
December 3, 2008
|
American Century California Tax-Free and Municipal Funds
|
|
December 17, 2008
|
American Century Capital Portfolios, Inc.
|
|
December 3, 2008
|
American Century Government Income Trust
|
|
December 17, 2008
|
American Century Growth Funds, Inc.
|
|
December 3, 2008
|
American Century International Bond Funds
|
|
December 17, 2008
|
American Century Investment Trust
|
|
December 17, 2008
|
American Century Municipal Trust
|
|
December 17, 2008
|
American Century Mutual Funds, Inc.
|
|
December 3, 2008
|
American Century Quantitative Equity Funds, Inc.
|
|
December 17, 2008
|
American Century Strategic Asset Allocations, Inc.
|
|
December 3, 2008
|
American Century Target Maturities Trust
|
|
December 17, 2008
|
American Century Variable Portfolios, Inc.
|
|
December 3, 2008
|
American Century Variable Portfolios II, Inc.
|
|
December 17, 2008
|
American Century World Mutual Funds, Inc.
|
|
December 3, 2008
|
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
23
|
|
|
|
Code of Ethics
|
|
|
SCHEDULE B: SUBADVISED FUNDS
This Code of Ethics applies to the following funds which are subadvised by an
Investment Adviser
. This list of affiliated funds will
be updated on a regular basis.
|
CIBC Balanced Fund
|
CIBC Global Equity Growth Pool
|
CIBC Global Monthly Income Fund
|
CIBC International Equity Fund
|
CIBC International Small Companies Fund
|
CIBC Monthly Income Fund
|
CIBC U.S. Equity All Cap Growth Pool
|
CIBC U.S. Equity Fund
|
CIBC U.S. Equity Value Pool
|
Columbia Funds Variable Series Trust II: Variable Portfolio-American Century Diversified Bond Fund
|
Frontiers International Equity Portfolio
|
Great-West Funds, Inc.: Great-West American Century Growth Fund
|
GuideStone Funds: Defensive Market Strategies Fund
|
Imperial International Equity Pool
|
Imperial Overseas Equity Pool
|
Imperial U.S. Equity Pool
|
Learning Quest 529 Education Savings Program
|
MassMutual Select Funds: MassMutual Select Mid-Cap Value Fund
|
Mercer Funds: Mercer Non-U.S. Core Equity Fund
|
Mercer Global Investments Canada Limited: Mercer International Equity Fund
|
MML Series Investment Fund: MML Mid Cap Value Fund
|
MOST 529 Plan
|
Nationwide Variable Insurance Trust: American Century NVIT Multi Cap Value Fund
|
Nationwide Variable Insurance Trust: NVIT Multi-Manager International Growth Fund
|
Nationwide Variable Insurance Trust: NVIT Multi-Manager Mid Cap Value Fund
|
Northwestern Mutual Series Fund, Inc.: Inflation Protection Portfolio
|
Northwestern Mutual Series Fund, Inc.: Large Company Value Portfolio
|
Northwestern Mutual Series Fund, Inc.: Mid Cap Value Portfolio
|
Penn Series Funds Inc.: Mid Core Value Fund
|
Principal Funds, Inc.: LargeCap Growth Fund II
|
Renaissance Canadian Balanced Fund
|
Renaissance Canadian Monthly Income Fund
|
Renaissance Global Focus Fund
|
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
24
|
|
|
|
Code of Ethics
|
|
|
|
Renaissance U.S. Equity Growth Fund
|
Renaissance U.S. Equity Income Fund
|
Schwab Capital Trust: Laudus International MarketMasters Fund
|
Seasons Series Trust: Large Cap Value Portfolio
|
VALIC Company I: Growth Fund
|
VALIC Company I: International Growth Fund
|
Voya Partners, Inc.: VY American Century Small-Mid Cap Value Portfolio
|
Wilmington Trust Fiduciary Services Company Collective Investment for Employee Benefit Plans: Balanced Portfolio
|
|
|
|
Policy updated: January 1, 2016
|
|
|
COMPANY CONFIDENTIAL - ©2016 American Century Proprietary Holdings, Inc.
|
|
25
|