As filed with the Securities and
Exchange Commission on December 28, 2016
File
Nos. 333-160595
811-22311
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 92
[X]
and
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 94
[X]
Schwab Strategic 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)
[X] On December 29,
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.
Prospectus
December
29, 2016
•
Schwab U.S. Broad Market ETF™
|
SCHB
|
•
Schwab U.S. Large-Cap ETF™
|
SCHX
|
•
Schwab U.S. Large-Cap Growth ETF™
|
SCHG
|
•
Schwab U.S. Large-Cap Value ETF™
|
SCHV
|
•
Schwab U.S. Mid-Cap ETF™
|
SCHM
|
•
Schwab U.S. Small-Cap ETF™
|
SCHA
|
•
Schwab U.S. Dividend Equity ETF™
|
SCHD
|
Principal U.S. Listing Exchange:
NYSE Arca, Inc.
As with all exchange-traded 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 U.S. Broad Market ETF™
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the Dow Jones U.S. Broad Stock Market Index.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund. The table does not reflect brokerage commissions you may incur when buying or selling fund shares.
Shareholder
fees
(fees paid directly from your investment)
|
|
None
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.03
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.03
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other 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. This example does not reflect any brokerage commissions you may incur when buying or selling fund shares. Your actual costs may be
higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$3
|
$10
|
$17
|
$39
|
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 stocks that are included in the Dow Jones U.S. Broad Stock Market Index
†
.
The index includes
the largest 2,500 publicly traded U.S. companies for which pricing information is readily available. The index is a float-adjusted market capitalization weighted index that reflects the shares of securities actually available to investors in the
marketplace. As of August 31, 2016, the index was composed of 2,460 stocks.
It is the fund’s policy that under
normal circumstances it will invest at least 90% of its net assets in these stocks. The fund will notify its shareholders at least 60 days before changing this policy. 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.
Under normal circumstances, the fund may
invest up to 10% of its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as investments in (a) securities that
are not represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs), (b) other investment companies, and (c) derivatives, principally
futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index.
†
Index ownership — Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). The Dow Jones U.S. Broad Stock Market Index is a product of S&P Dow
Jones Indices LLC and/or its affiliates, and has been licensed for use by Charles Schwab Investment Management, Inc. The Schwab U.S. Broad Market ETF is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, or any of
their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, nor any of their respective affiliates make any representation regarding the advisability of investing in such product.
Schwab U.S. Broad Market ETF™
1
The fund may also invest in cash and cash equivalents, and may
lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index.
Because it may not be possible or practicable
to purchase all of the stocks 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 performance attributes, tax considerations, capitalization, dividend yield, price/earnings ratio, industry factors,
risk factors and other characteristics. The fund generally expects that its portfolio will hold less than the total number of securities in the index, but reserves the right to hold as many securities as it believes necessary to achieve the
fund’s investment objective. The fund generally expects that its industry weightings, dividend yield and price/earnings ratio will be similar to those of the index.
The fund will concentrate its investments
(i.e., hold 25% or more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated. For purposes of this limitation, securities of the U.S. government (including
its agencies and instrumentalities), and repurchase agreements collateralized by U.S. government securities are not considered to be issued by members of any industry.
The investment adviser seeks to achieve, over
time, a correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of
factors may affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique. The correlation between the performance of the fund and the index may also diverge due to
transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and the index resulting from legal restrictions (such as diversification requirements) that
apply to the fund but not to the index.
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.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. As with any investment whose performance is tied to these markets, the value of an investment in the fund will
fluctuate, which means that an investor could lose money over short or long periods.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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.
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.
Market Capitalization Risk.
Securities
issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities
of a particular market capitalization fall behind other types of investments, the fund’s performance
could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk.
Mid-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies
and the value of securities issued by these companies may
move sharply.
Small-Cap Company
Risk.
Securities issued by small-cap companies may be riskier than those issued by larger companies, and their prices may move sharply, especially during market upturns and downturns.
Sampling Index Tracking Risk.
The fund may not fully replicate the 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 management 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.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is
called “tracking error.” Tracking error can be caused by many factors and it may be significant.
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 the fund’s 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.
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 vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or
asset class.
2
Schwab
U.S. Broad Market ETF™
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade at
Prices Other Than NAV.
Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset
value (NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in
the secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility.
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/schwabetfs_prospectus.
Annual total returns
(%) as of 12/31
Best Quarter:
12.78% Q1 2012
Worst Quarter:
(15.03%) Q3 2011
Year-to-date performance (before taxes) as
of 9/30/16:
8.10%
Average annual
total returns
as of 12/31/15
|
1
Year
|
5
Years
|
Since
Inception
11/03/09
|
Before
taxes
|
0.45%
|
12.21%
|
14.06%
|
After
taxes on distributions
|
(0.04%)
|
11.75%
|
13.63%
|
After
taxes on distributions and sale of shares
|
0.63%
|
9.73%
|
11.43%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Broad Stock Market Index
|
0.48%
|
12.17%
|
14.09%
|
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 return before taxes 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 Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2009.
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 2010.
Chuck Craig, 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 2012.
Purchase and sale of fund shares
The fund issues and redeems shares at its NAV
only in large blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only institutions or large
investors purchase or redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on
national securities exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a
price greater than NAV (premium) or less than NAV (discount).
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 U.S. Broad Market ETF™
3
Schwab U.S. Large-Cap ETF™
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Total Stock Market Index.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund. The table does not reflect brokerage commissions you may incur when buying or selling fund shares.
Shareholder
fees
(fees paid directly from your investment)
|
|
None
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.03
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.03
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other 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. This example does not reflect any brokerage commissions you may incur when buying or selling fund shares. Your actual costs may be
higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$3
|
$10
|
$17
|
$39
|
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 Dow Jones U.S. Large-Cap Total Stock Market Index
†
.
The
index includes the large-cap portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Large-Cap Total Stock Market Index includes the components ranked 1-750 by full market
capitalization. The index is a float-adjusted market capitalization weighted index. As of August 31, 2016, the index was composed of 742 stocks.
It is the fund’s policy that under
normal circumstances it will invest at least 90% of its net assets in these stocks. The fund will notify its shareholders at least 60 days before changing this policy. The fund will generally give the same weight to a given stock as the index does.
However, when the investment adviser believes it is appropriate to do so, 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.
Under normal circumstances, the fund may
invest up to 10% of its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser
†
Index ownership — Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). The Dow Jones U.S. Large-Cap Total Stock Market Index is a product of
S&P Dow Jones Indices LLC and/or its affiliates, and has been licensed for use by Charles Schwab Investment Management, Inc. The Schwab U.S. Large-Cap ETF is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones,
or any of their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, nor any of their respective affiliates make any representation regarding the advisability of investing in such product.
4
Schwab U.S. Large-Cap ETF™
believes will help the fund track the index, such as investments
in (a) securities that are not represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs), (b) other investment companies, and (c)
derivatives, principally futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest in cash
and cash equivalents, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index.
The fund will concentrate its investments
(i.e., hold 25% or more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated. For purposes of this limitation, securities of the U.S. government (including
its agencies and instrumentalities), and repurchase agreements collateralized by U.S. government securities are not considered to be issued by members of any industry.
The investment adviser seeks to achieve, over
time, a correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of
factors may affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique. The correlation between the performance of the fund and the index may also diverge due to
transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and the index resulting from legal restrictions (such as diversification requirements) that
apply to the fund but not to the index.
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.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. As with any investment whose performance is tied to these markets, the value of an investment in the fund will
fluctuate, which means that an investor could lose money over short or long periods.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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.
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.
Market Capitalization Risk.
Securities issued by companies of different market
capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a
particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is
called “tracking error.” Tracking error can be caused by many factors and it may be significant.
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 the fund’s 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.
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 vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or
asset class.
Market
Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not
maintained, investors may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade at
Prices Other Than NAV.
Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset
value (NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in
the secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
Schwab U.S. Large-Cap ETF™
5
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/schwabetfs_prospectus.
Annual total returns
(%) as of 12/31
Best Quarter:
12.79% Q1 2012
Worst Quarter:
(14.34%) Q3 2011
Year-to-date performance (before taxes) as
of 9/30/16:
7.72%
Average annual
total returns
as of 12/31/15
|
1
Year
|
5
Years
|
Since
Inception
11/03/09
|
Before
taxes
|
1.02%
|
12.34%
|
13.90%
|
After
taxes on distributions
|
0.53%
|
11.89%
|
13.47%
|
After
taxes on distributions and sale of shares
|
0.96%
|
9.85%
|
11.30%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Large-Cap Total Stock Market Index
|
1.08%
|
12.42%
|
14.00%
|
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.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Agnes Hong, CFA,
Vice President and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2009.
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 2010.
Chuck Craig, 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 2012.
Purchase and sale of fund shares
The fund issues and redeems shares at its NAV
only in large blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only institutions or large
investors purchase or redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on
national securities exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a
price greater than NAV (premium) or less than NAV (discount).
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.
6
Schwab U.S.
Large-Cap ETF™
Schwab U.S. Large-Cap Growth
ETF™
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Growth Total Stock Market Index.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund. The table does not reflect brokerage commissions you may incur when buying or selling fund shares.
Shareholder
fees
(fees paid directly from your investment)
|
|
None
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.04
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.04
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other 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. This example does not reflect any brokerage commissions you may incur when buying or selling fund shares. Your actual costs may be
higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$4
|
$13
|
$23
|
$51
|
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 Dow Jones U.S. Large-Cap Growth Total Stock Market Index
†
.
The index includes the large-cap growth portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Large-Cap Growth Total Stock Market Index includes the components ranked 1-750 by
full market capitalization and that are classified as “growth” based on a number of factors. The index is a float-adjusted market capitalization weighted index. As of August 31, 2016, the index was composed of 411 stocks.
It is the fund’s policy that
under normal circumstances it will invest at least 90% of its net assets in these stocks. The fund will notify its shareholders at least 60 days before changing this policy. The fund will generally give the same weight to a given stock as the index
does. However, when the investment adviser believes it is appropriate to do so, 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.
Under normal circumstances, the fund may
invest up to 10% of its net assets in securities not included in the index. The principal
†
Index ownership — Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). The Dow Jones U.S. Large-Cap Growth Total Stock Market Index is a product
of S&P Dow Jones Indices LLC and/or its affiliates, and has been licensed for use by Charles Schwab Investment Management, Inc. The Schwab U.S. Large-Cap Growth ETF is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC,
Dow Jones, or any of their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, nor any of their respective affiliates make any representation regarding the advisability of investing in such product.
Schwab U.S. Large-Cap Growth ETF™
7
types of these investments include those that the investment
adviser believes will help the fund track the index, such as investments in (a) securities that are not represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions
(such as mergers and spin-offs), (b) other investment companies, and (c) derivatives, principally futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash
assets to help it better track the index. The fund may also invest in cash and cash equivalents, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index.
The fund will concentrate its investments
(i.e., hold 25% or more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated. For purposes of this limitation, securities of the U.S. government (including
its agencies and instrumentalities), and repurchase agreements collateralized by U.S. government securities are not considered to be issued by members of any industry.
The investment adviser seeks to achieve, over
time, a correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of
factors may affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique. The correlation between the performance of the fund and the index may also diverge due to
transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and the index resulting from legal restrictions (such as diversification requirements) that
apply to the fund but not to the index.
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.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. As with any investment whose performance is tied to these markets, the value of an investment in the fund will
fluctuate, which means that an investor could lose money over short or long periods.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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.
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.
Market Capitalization Risk.
Securities issued by companies of different market
capitalizations tend to go in and out of favor based on market and economic conditions. During a period when
securities of a particular market capitalization fall behind
other types of investments, the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
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.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is
called “tracking error.” Tracking error can be caused by many factors and it may be significant.
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 the fund’s 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.
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 vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or
asset class.
Market
Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not
maintained, investors may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade at
Prices Other Than NAV.
Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset
value (NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than
8
Schwab
U.S. Large-Cap Growth ETF™
NAV when selling those shares
in the secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility.
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/schwabetfs_prospectus.
Annual total returns
(%) as of 12/31
Best Quarter:
15.68% Q1 2012
Worst Quarter:
(15.48%) Q3 2011
Year-to-date performance (before taxes) as
of 9/30/16:
5.84%
Average annual
total returns
as of 12/31/15
|
1
Year
|
5
Years
|
Since
Inception
12/11/09
|
Before
taxes
|
3.26%
|
13.22%
|
14.19%
|
After
taxes on distributions
|
2.96%
|
12.94%
|
13.93%
|
After
taxes on distributions and sale of shares
|
2.08%
|
10.59%
|
11.53%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Large-Cap Growth Total Stock Market Index
|
3.30%
|
13.33%
|
14.31%
|
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.
Investment adviser
Charles Schwab Investment Management,
Inc.
Portfolio managers
Agnes Hong, CFA,
Vice President and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2009.
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 2010.
Chuck Craig, 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 2012.
Purchase and sale of fund shares
The fund issues and redeems shares at its NAV
only in large blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only institutions or large
investors purchase or redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on
national securities exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a
price greater than NAV (premium) or less than NAV (discount).
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 U.S. Large-Cap Growth ETF™
9
Schwab U.S. Large-Cap
Value ETF™
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Value Total Stock Market Index.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund. The table does not reflect brokerage commissions you may incur when buying or selling fund shares.
Shareholder
fees
(fees paid directly from your investment)
|
|
None
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.04
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.04
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other 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. This example does not reflect any brokerage commissions you may incur when buying or selling fund shares. Your actual costs may be
higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$4
|
$13
|
$23
|
$51
|
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 6% 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. Large-Cap Value Total Stock Market Index
†
.
The index includes the large-cap value portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Large-Cap Value Total Stock Market Index includes the components ranked 1-750 by
full market capitalization and that are classified as “value” based on a number of factors. The index is a float-adjusted market capitalization weighted index. As of August 31, 2016, the index was composed of 331 stocks.
It is the fund’s policy that
under normal circumstances it will invest at least 90% of its net assets in these stocks. The fund will notify its shareholders at least 60 days before changing this policy. The fund will generally give the same weight to a given stock as the index
does. However, when the investment adviser believes it is appropriate to do so, 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.
Under normal circumstances, the fund may
invest up to 10% of its net assets in securities not included in the index. The principal
†
Index ownership — Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). The Dow Jones U.S. Large-Cap Value Total Stock Market Index is a product of
S&P Dow Jones Indices LLC and/or its affiliates, and has been licensed for use by Charles Schwab Investment Management, Inc. The Schwab U.S. Large-Cap Value ETF is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow
Jones, or any of their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, nor any of their respective affiliates make any representation regarding the advisability of investing in such product.
10
Schwab U.S. Large-Cap Value ETF™
types of these investments include those that the investment
adviser believes will help the fund track the index, such as investments in (a) securities that are not represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions
(such as mergers and spin-offs), (b) other investment companies, and (c) derivatives, principally futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash
assets to help it better track the index. The fund may also invest in cash and cash equivalents, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index.
The fund will concentrate its investments
(i.e., hold 25% or more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated. For purposes of this limitation, securities of the U.S. government (including
its agencies and instrumentalities), and repurchase agreements collateralized by U.S. government securities are not considered to be issued by members of any industry.
The investment adviser seeks to achieve, over
time, a correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of
factors may affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique. The correlation between the performance of the fund and the index may also diverge due to
transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and the index resulting from legal restrictions (such as diversification requirements) that
apply to the fund but not to the index.
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.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. As with any investment whose performance is tied to these markets, the value of an investment in the fund will
fluctuate, which means that an investor could lose money over short or long periods.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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.
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.
Market Capitalization Risk.
Securities issued by companies of different market
capitalizations tend to go in and out of favor based on market and economic conditions. During a period when
securities of a particular market capitalization fall behind
other types of investments, the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Value Investing Risk.
The fund emphasizes a “value” style of investing, which targets undervalued companies with characteristics for improved valuations. This style of investing is subject to the risk that the valuations never
improve or that the returns on “value” securities may not move in tandem with the returns on other styles of investing or the stock market in general.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is
called “tracking error.” Tracking error can be caused by many factors and it may be significant.
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 the fund’s 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.
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 vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or
asset class.
Market
Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not
maintained, investors may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade at
Prices Other Than NAV.
Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset
value (NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in
the secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility.
Schwab U.S. Large-Cap Value ETF™
11
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/schwabetfs_prospectus.
Annual total returns
(%) as of 12/31
Best Quarter:
12.62% Q4 2011
Worst Quarter:
(13.38%) Q3 2011
Year-to-date performance (before taxes) as
of 9/30/16:
9.47%
Average annual
total returns
as of 12/31/15
|
1
Year
|
5
Years
|
Since
Inception
12/11/09
|
Before
taxes
|
(1.09%)
|
11.37%
|
11.87%
|
After
taxes on distributions
|
(1.72%)
|
10.77%
|
11.30%
|
After
taxes on distributions and sale of shares
|
(0.11%)
|
9.05%
|
9.56%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Large-Cap Value Total Stock Market Index
|
(1.02%)
|
11.51%
|
12.04%
|
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 return before taxes 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 Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2009.
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 2010.
Chuck Craig, 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 2012.
Purchase and sale of fund shares
The fund issues and redeems shares at its NAV
only in large blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only institutions or large
investors purchase or redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on
national securities exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a
price greater than NAV (premium) or less than NAV (discount).
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
U.S. Large-Cap Value ETF™
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the Dow Jones U.S. Mid-Cap Total Stock Market Index.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund. The table does not reflect brokerage commissions you may incur when buying or selling fund shares.
Shareholder
fees
(fees paid directly from your investment)
|
|
None
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.06
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.06
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other 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. This example does not reflect any brokerage commissions you may incur when buying or selling fund shares. Your actual costs may be
higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$6
|
$19
|
$34
|
$77
|
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
To pursue its goal, the fund
generally invests in securities that are included in the Dow Jones U.S. Mid-Cap Total Stock Market Index
†
.
The
index includes the mid-cap portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Mid-Cap Total Stock Market Index includes the components ranked 501-1000 by full market
capitalization. The index is a float-adjusted market capitalization weighted index. As of August 31, 2016, the index was composed of 484 stocks.
It is the fund’s policy that under
normal circumstances it will invest at least 90% of its net assets in securities included in the index. The fund will notify its shareholders at least 60 days before changing this policy. The fund will generally give the same weight to a given
security as the index does. However, when the investment adviser believes it is appropriate to do so, 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 security, the investment adviser may cause the fund’s weighting of a security to be more or less than the index’s weighting of the security. 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.
Under normal circumstances, the fund may
invest up to 10% of its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser
†
Index ownership — Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). The Dow Jones U.S. Mid-Cap Total Stock Market Index is a product of S&P
Dow Jones Indices LLC and/or its affiliates, and has been licensed for use by Charles Schwab Investment Management, Inc. The Schwab U.S. Mid-Cap ETF is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, or any of
their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, nor any of their respective affiliates make any representation regarding the advisability of investing in such product.
Schwab U.S. Mid-Cap ETF™
13
believes will help the fund track the index, such as investments
in (a) securities that are not represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs), (b) other investment companies, and (c)
derivatives, principally futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest in cash
and cash equivalents, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index.
The fund will concentrate its investments
(i.e., hold 25% or more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated. For purposes of this limitation, securities of the U.S. government (including
its agencies and instrumentalities), and repurchase agreements collateralized by U.S. government securities are not considered to be issued by members of any industry.
The investment adviser seeks to achieve, over
time, a correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of
factors may affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique. The correlation between the performance of the fund and the index may also diverge due to
transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and the index resulting from legal restrictions (such as diversification requirements) that
apply to the fund but not to the index.
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.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. As with any investment whose performance is tied to these markets, the value of an investment in the fund will
fluctuate, which means that an investor could lose money over short or long periods.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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.
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.
Market Capitalization Risk.
Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market capitalization fall
behind other types of investments, the fund’s performance could be impacted.
Mid-Cap Company Risk.
Mid-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies
and the value of securities issued by these companies may
move sharply.
Tracking
Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index,
positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
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 the fund’s 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.
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 vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries,
sector or asset class.
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade at
Prices Other Than NAV.
Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset
value (NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in
the secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility.
For more information on the risks of investing
in the fund, please see the “Fund details” section in the prospectus.
14
Schwab
U.S. Mid-Cap ETF™
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/schwabetfs_prospectus.
Annual total returns
(%) as of 12/31
Best Quarter:
13.69% Q1 2013
Worst Quarter:
(8.34%) Q3 2015
Year-to-date
performance (before taxes) as of 9/30/16:
9.71%
Average annual
total returns
as of 12/31/15
|
1
Year
|
Since
Inception
1/13/11
|
Before
taxes
|
(0.01%)
|
11.42%
|
After
taxes on distributions
|
(0.43%)
|
11.01%
|
After
taxes on distributions and sale of shares
|
0.23%
|
9.02%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
Dow
Jones U.S. Mid-Cap Total Stock Market Index
|
0.02%
|
11.49%
|
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 return before taxes 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 Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2011.
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 2011.
Chuck Craig, 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 2012.
Purchase and sale of fund shares
The fund issues and redeems shares at its NAV
only in large blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only institutions or large
investors purchase or redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on
national securities exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a
price greater than NAV (premium) or less than NAV (discount).
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 U.S. Mid-Cap ETF™
15
Schwab U.S. Small-Cap ETF™
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the Dow Jones U.S. Small-Cap Total Stock Market Index.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund. The table does not reflect brokerage commissions you may incur when buying or selling fund shares.
Shareholder
fees
(fees paid directly from your investment)
|
|
None
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.06
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.06
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other 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. This example does not reflect any brokerage commissions you may incur when buying or selling fund shares. Your actual costs may be
higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$6
|
$19
|
$34
|
$77
|
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 11% 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. Small-Cap Total Stock Market Index
†
.
The
index includes the small-cap portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Small-Cap Total Stock Market Index includes the components ranked 751-2500 by full market
capitalization. The index is a float-adjusted market capitalization weighted index. As of August 31, 2016, the index was composed of 1,718 stocks.
It is the fund’s policy that under
normal circumstances it will invest at least 90% of its net assets in these stocks. The fund will notify its shareholders at least 60 days before changing this policy. The fund will generally give the same weight to a given stock as the index does.
However, when the investment adviser believes it is appropriate to do so, 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.
Under normal circumstances, the fund may
invest up to 10% of its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser
†
Index ownership — Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). The Dow Jones U.S. Small-Cap Total Stock Market Index is a product of
S&P Dow Jones Indices LLC and/or its affiliates, and has been licensed for use by Charles Schwab Investment Management, Inc. The Schwab U.S. Small-Cap ETF is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones,
or any of their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, nor any of their respective affiliates make any representation regarding the advisability of investing in such product.
16
Schwab U.S. Small-Cap ETF™
believes will help the fund track the index, such as investments
in (a) securities that are not represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs), (b) other investment companies, and (c)
derivatives, principally futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest in cash
and cash equivalents, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index.
The investment adviser typically seeks to
track the price and yield performance of the index by replicating the index. This means that the fund generally expects that it will hold the same securities as those included in the index. However, the investment adviser may use statistical
sampling techniques if the investment adviser believes such use will best help the fund to track the index or is otherwise in the best interest of the fund. Statistical sampling techniques involve investing in a limited number of index securities
that, when taken together, are expected to perform similarly to the index as a whole. These techniques are based on a variety of factors, including performance attributes, tax considerations, capitalization, dividend yield, price/earnings ratio,
industry factors, risk factors and other characteristics. The fund generally expects that its portfolio will hold less than the total number of securities in the index, but reserves the right to hold as many securities as it believes necessary to
achieve the fund’s investment objective. The fund generally expects that its industry weightings, dividend yield and price/earnings ratio will be similar to those of the index.
The fund will concentrate its investments
(i.e., hold 25% or more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated. For purposes of this limitation, securities of the U.S. government (including
its agencies and instrumentalities), and repurchase agreements collateralized by U.S. government securities are not considered to be issued by members of any industry.
The investment adviser seeks to achieve, over
time, a correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of
factors may affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique. The correlation between the performance of the fund and the index may also diverge due to
transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and the index resulting from legal restrictions (such as diversification requirements) that
apply to the fund but not to the index.
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.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. As with any investment whose performance is tied to these markets, the value of an investment in the fund will
fluctuate, which means that an investor could lose money over short or long periods.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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.
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.
Market Capitalization Risk.
Securities issued by companies of different market capitalizations tend to go in and out of favor based
on market and economic conditions. During a period when securities of a
particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Small-Cap Company Risk.
Securities issued by small-cap companies may be riskier than those issued by larger companies, and their prices may move sharply, especially during market upturns and downturns.
Sampling Index Tracking Risk.
To the extent the fund uses statistical sampling techniques, the fund will not fully replicate the index and may hold securities not included in the index. As a result, the 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 fund uses 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.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is
called “tracking error.” Tracking error can be caused by many factors and it may be significant.
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 the fund’s 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.
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
Schwab U.S. Small-Cap ETF™
17
more vulnerable to adverse
economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade at
Prices Other Than NAV.
Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset
value (NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in
the secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility.
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/schwabetfs_prospectus.
Annual total returns
(%) as of 12/31
Best Quarter:
16.17% Q4 2010
Worst Quarter:
(21.51%) Q3 2011
Year-to-date performance (before taxes) as
of 9/30/16:
11.78%
Average annual
total returns
as of 12/31/15
|
1
Year
|
5
Years
|
Since
Inception
11/03/09
|
Before
taxes
|
(4.24%)
|
10.32%
|
14.83%
|
After
taxes on distributions
|
(4.64%)
|
9.89%
|
14.42%
|
After
taxes on distributions and sale of shares
|
(2.20%)
|
8.10%
|
12.02%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Small-Cap Total Stock Market Index
|
(4.23%)
|
10.32%
|
14.89%
|
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 return before taxes 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 Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2009.
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 2010.
Chuck Craig, 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 2012.
Purchase and sale of fund shares
The fund issues and redeems shares at its NAV
only in large blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only institutions or large
investors purchase or redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on
national securities exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a
price greater than NAV (premium) or less than NAV (discount).
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.
18
Schwab
U.S. Small-Cap ETF™
Schwab U.S. Dividend
Equity ETF™
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the Dow Jones U.S. Dividend 100™ Index.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund. The table does not reflect brokerage commissions you may incur when buying or selling fund shares.
Shareholder
fees
(fees paid directly from your investment)
|
|
None
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.07
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.07
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other 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. This example does not reflect any brokerage commissions you may incur when buying or selling fund shares. Your actual costs may be
higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$7
|
$23
|
$40
|
$90
|
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 22% 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. Dividend 100 Index
†
.
The Dow Jones U.S.
Dividend 100 Index is designed to measure the performance of high dividend yielding stocks issued by U.S. companies that have a record of consistently paying dividends, selected for fundamental strength relative to their peers, based on financial
ratios. The 100-component index is a subset of the Dow Jones U.S. Broad Market Index, excluding real estate investment trusts (REITs), master limited partnerships, preferred stocks and convertibles. It is modified market capitalization
weighted.
All index
eligible stocks must have sustained at least 10 consecutive years of dividend payments, have a minimum float-adjusted market capitalization of $500 million USD and meet minimum liquidity criteria. The index components are then selected by evaluating
the highest dividend yielding stocks based on four fundamentals-based characteristics — cash flow to total debt, return on equity, dividend yield and 5-year dividend growth rate. Stocks in the index are weighted based on a modified market
capitalization approach. No single stock can represent more than 4.5% of the index and no single sector can represent more than 25% of the index, as measured at the time of index construction, reconstitution and rebalance. The index composition is
reviewed annually and rebalanced quarterly.
It is the fund’s policy that under
normal circumstances it will invest at least 90% of its net assets in these stocks. The fund will notify its shareholders at least 60 days before changing this policy. The fund
†
Index ownership — Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). The Dow Jones U.S. Dividend 100 Index is a product of S&P Dow Jones
Indices LLC and/or its affiliates, and has been licensed for use by Charles Schwab Investment Management, Inc. The Schwab U.S. Dividend Equity ETF is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, or any of
their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, nor any of their respective affiliates make any representation regarding the advisability of investing in such product.
Schwab U.S. Dividend Equity ETF™
19
will generally give the same weight to a given stock as the
index does. However, when the investment adviser believes it is appropriate to do so, 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.
Under normal circumstances, the fund may
invest up to 10% of its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as investments in (a) securities that
are not represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs), (b) other investment companies, and (c) derivatives, principally
futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest in cash and cash equivalents, and
may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index.
The fund will concentrate its investments
(i.e., hold 25% or more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated. For purposes of this limitation, securities of the U.S. government (including
its agencies and instrumentalities), and repurchase agreements collateralized by U.S. government securities are not considered to be issued by members of any industry.
The investment adviser seeks to achieve, over
time, a correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of
factors may affect the fund’s ability to achieve a high correlation with the index, including transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s
portfolio and the index resulting from legal restrictions (such as diversification requirements) that apply to the fund but not to the index.
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.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. As with any investment whose performance is tied to these markets, the value of an investment in the fund will
fluctuate, which means that an investor could lose money over short or long periods.
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 directly 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.
The fund is not actively managed. Therefore,
the fund follows the securities included in the index 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.
Market Capitalization Risk.
Securities
issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities
of a particular market capitalization fall behind other types of investments, the fund’s performance
could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk.
Mid-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies
and the value of securities issued by these companies may
move sharply.
Small-Cap Company
Risk.
Securities issued by small-cap companies may be riskier than those issued by larger companies, and their prices may move sharply, especially during market upturns and downturns.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is
called “tracking error.” Tracking error can be caused by many factors and it may be significant.
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 the fund’s 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.
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
20
Schwab
U.S. Dividend Equity ETF™
vulnerable to adverse
economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade at
Prices Other Than NAV.
Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset
value (NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in
the secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility.
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/schwabetfs_prospectus.
Annual total returns
(%) as of 12/31
Best Quarter:
12.93% Q1 2013
Worst Quarter:
(5.28%) Q3 2015
Year-to-date
performance (before taxes) as of 9/30/16:
12.08%
Average annual
total returns
as of 12/31/15
|
1
Year
|
Since
Inception
10/20/11
|
Before
taxes
|
(0.21%)
|
14.14%
|
After
taxes on distributions
|
(0.91%)
|
13.46%
|
After
taxes on distributions and sale of shares
|
0.44%
|
11.25%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
Dow
Jones U.S. Dividend 100 Index
|
(0.11%)
|
14.30%
|
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 return
before taxes 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 Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2011.
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 2011.
Chuck Craig, 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 2012.
Purchase and sale of fund shares
The fund issues and redeems shares at its NAV
only in large blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only institutions or large
investors purchase or redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on
national securities exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a
price greater than NAV (premium) or less than NAV (discount).
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 U.S. Dividend Equity ETF™
21
The funds described in this prospectus are
advised by Charles Schwab Investment Management, Inc. (CSIM or the investment adviser). Each of the funds is an “exchange-traded fund” (ETF). ETFs are funds that trade like other publicly-traded securities. The funds in this prospectus
are index funds and are designed to track the total return of an index. Because the composition of an index tends to be comparatively stable, most index funds historically have shown low portfolio turnover compared to actively managed funds.
This strategy distinguishes an index fund from
an “actively managed” fund. Instead of choosing investments for the fund based on portfolio management’s judgment, an index is used to determine which securities the fund should own.
Unlike shares of a mutual fund, shares of the
funds are listed on a national securities exchange and trade at market prices that change throughout the day. The market price for each of the fund’s shares may be different from its net asset value per share or NAV. The funds have their
own CUSIP numbers and trade on the NYSE Arca, Inc. under the following tickers:
Schwab
U.S. Broad Market ETF
|
SCHB
|
Schwab
U.S. Large-Cap ETF
|
SCHX
|
Schwab
U.S. Large-Cap Growth ETF
|
SCHG
|
Schwab
U.S. Large-Cap Value ETF
|
SCHV
|
Schwab
U.S. Mid-Cap ETF
|
SCHM
|
Schwab
U.S. Small-Cap ETF
|
SCHA
|
Schwab
U.S. Dividend Equity ETF
|
SCHD
|
The funds issue and
redeem shares at their NAV only in large blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities and/or an amount of cash. As a practical matter, only institutions or
large investors purchase or redeem Creation Units. Except when aggregated in Creation Units, shares of the funds are not redeemable securities.
A note to retail investors
Shares can be purchased
directly from the funds only in exchange for a basket of securities and/or an amount of cash that is expected to be worth a minimum of a million dollars or more. Most individual investors, therefore, will not be able to purchase shares directly
from the funds. Instead, these investors will purchase shares in the secondary market through a brokerage account or with the assistance of a broker. Thus, some of the information contained in this prospectus — such as information about
purchasing and redeeming shares from the funds and references to transaction fees imposed on purchases and redemptions — is not relevant to most individual investors. Shares purchased or sold through a brokerage account or with the assistance
of a broker may be subject to brokerage commissions and charges.
Except as explicitly described otherwise, the
investment objective and the investment policies of each of the funds may be changed without shareholder approval.
The funds’ performance
will fluctuate over time and, as with all investments, future performance may differ from past performance.
There can be no assurance that
the funds will achieve their objectives. Except as explicitly described otherwise, the investment objectives, 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 the 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 Objectives, Strategies, Risks and Limitations” section in the Statement of
Additional Information (SAI).
Investment
objectives and more about principal risks
Schwab U.S. Broad Market ETF
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the Dow Jones U.S. Broad Stock Market Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without shareholder
approval.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below
that of the index.
At times the
segment of the markets represented by the index may underperform other market segments. 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. Because of the way the index is composed, the index may perform differently or worse than an index that is based solely on
market capitalization.
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.
Market Capitalization Risk.
Securities issued by companies of different market
capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading
volume in securities issued by mid- and small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies.
Securities issued by large-cap companies,
on the other hand,
may not be able to attain the high growth rates of some
mid-
and small-cap companies. During a period when securities
of a particular market capitalization fall behind other types of
investments the fund’s performance
could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be
unable to respond quickly to new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk.
Mid-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies
and their securities may be riskier than those issued by
large-cap companies. The value of securities issued by mid-cap companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns or
downturns.
Small-Cap Company Risk.
Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by larger companies. The value of
securities issued by small-cap companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns. In addition, small-cap companies may
have limited financial resources, management
experience, product lines and markets, and their securities may
trade less frequently and in more limited volumes than the securities of larger companies. Further, small-cap companies may have less publicly available information and such information may be inaccurate or incomplete.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the 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 the 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 the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk.
The fund may invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a
specific day. 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
market risk, liquidity risk and leverage risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is
the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations. 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. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the
fund to lose more than the initial amount invested. Furthermore, 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.
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.
Leverage Risk.
Certain fund transactions, such as derivatives, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the
fund’s portfolio securities. The use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
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.
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares. Trading of shares of the fund on a stock exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit
breakers” halts stock trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Shares of the Fund May
Trade at Prices Other Than NAV.
As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate
the fund’s NAV, there may be times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling
those shares in the secondary market. The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized
Participants” or market makers. Only Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and
redemption” section below). If those Authorized Participants exit the business or are unable to process creation and/or redemption orders, and no other Authorized Participant is able to step forward to create and redeem in either of these
cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit
the business or are unable to continue making markets in the
fund’s shares. Further, while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at
market makers, Authorized Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings.
The market price of fund shares during the
trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over
time based on the fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high
trading volume or market liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be
greatest when the price of shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.
Schwab U.S. Large-Cap ETF
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Total Stock Market Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without
shareholder approval.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below
that of the index.
At times the
segment of the markets represented by the index may underperform other market segments. 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. Because of the way the index is composed, the index may perform differently or worse than an index that is based solely on
market capitalization.
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.
Market Capitalization Risk.
Securities issued by companies of different market
capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading
volume in securities issued by mid- and small-cap companies than those issued by larger companies and, as a result,
trading volatility may have a greater impact on the value of securities of mid- and
small-cap companies. Securities issued by large-cap companies,
on the other hand,
may not be able to attain the high growth rates of some mid- and small-cap
companies.
During a period when securities of a particular market capitalization fall behind other types of investments the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be
unable to respond quickly to new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the 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 the 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 the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk.
The fund may invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a
specific day. 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 market risk, liquidity risk and leverage risk, are discussed elsewhere in this
prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is the risk that the counterparty to a derivative transaction may not fulfill its
contractual obligations. 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. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the fund to lose more than the initial amount invested. Furthermore, 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.
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.
Leverage Risk.
Certain fund transactions, such as derivatives, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the
fund’s portfolio securities. The use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
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.
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares. Trading of shares of the fund on a stock exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit
breakers” halts stock trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Shares of the Fund May
Trade at Prices Other Than NAV.
As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate
the fund’s NAV, there may be times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling
those shares in the secondary market. The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized
Participants” or market makers. Only Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and
redemption” section below). If those Authorized Participants exit the business or are unable to process creation and/or redemption orders, and no other Authorized Participant is able to step forward to create and redeem in either of these
cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the business or are unable to continue making markets in the fund’s shares. Further,
while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers, Authorized
Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings.
The market price of fund shares during the
trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over
time based on the fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high
trading volume or market liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be
greatest when the price of shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.
Schwab U.S. Large-Cap Growth ETF
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Growth Total Stock Market Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees
without shareholder approval.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below
that of the index.
At times the
segment of the markets represented by the index may underperform other market segments. 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. Because of the way the index is composed, the index may perform differently or worse than an index that is based solely on
market capitalization.
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.
Market Capitalization Risk.
Securities issued by companies of different market
capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading
volume in securities issued by mid- and small-cap companies than those issued by larger companies and, as a result,
trading volatility may have a greater impact on the value of securities of mid- and
small-cap companies. Securities issued by large-cap companies,
on the other hand,
may not be able to attain the high growth rates of some mid- and small-cap
companies.
During a period when securities of a particular market capitalization fall behind other types of investments the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be
unable to respond quickly to new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
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.
Tracking Error
Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the 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 the 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 the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk.
The fund may invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a
specific day. 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
market risk, liquidity risk and leverage risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is
the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations. 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. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and
cause the fund to lose more than the initial amount invested. Furthermore, 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.
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.
Leverage Risk.
Certain fund transactions, such as derivatives, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the
fund’s portfolio securities. The use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
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.
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares. Trading of shares of the fund on a stock exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit
breakers” halts stock trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Shares of the Fund May
Trade at Prices Other Than NAV.
As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate
the fund’s NAV, there may be times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling
those shares in the secondary market. The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized
Participants” or market makers. Only Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and
redemption” section below). If those Authorized Participants exit the business or are unable to process creation and/or redemption orders, and no other Authorized Participant is able to step forward to create and redeem in either of these
cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the business or are unable to continue making markets in the fund’s shares. Further,
while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers, Authorized
Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings.
The market price of fund shares during the
trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over
time based on the fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high
trading volume or market liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be
greatest when the price of shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.
Schwab U.S. Large-Cap Value ETF
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Value Total Stock Market Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees
without shareholder approval.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below
that of the index.
At times the
segment of the markets represented by the index may underperform other market segments. 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. Because of the way the index is composed, the index may perform differently or worse than an index that is based solely on
market capitalization.
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.
Market Capitalization Risk.
Securities issued by companies of different market
capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading
volume in securities issued by mid- and small-cap companies than those issued by larger companies and, as a result,
trading volatility may have a greater impact on the value of securities of mid- and
small-cap companies. Securities issued by large-cap companies,
on the other hand,
may not be able to attain the high growth rates of some mid- and small-cap
companies.
During a period when securities of a particular market capitalization fall behind other types of investments the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally
more mature than smaller companies.
They also may have fewer new market opportunities for their
products or services, may focus resources on maintaining their market share,
and may be unable to respond quickly to new competitive challenges. As a result,
the
securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the 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 the 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 the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk.
The fund may invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a
specific day. 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
market risk, liquidity risk and leverage risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is
the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations. 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. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the
fund to lose more than the initial amount invested. Furthermore, 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.
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.
Leverage Risk.
Certain fund transactions, such as derivatives, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities. The
use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
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.
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares. Trading of shares of the fund on a stock exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit
breakers” halts stock trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Shares of the Fund May
Trade at Prices Other Than NAV.
As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate
the fund’s NAV, there may be times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling
those shares in the secondary market. The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized
Participants” or market makers. Only Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and
redemption” section below). If those Authorized Participants exit the business or are unable to process creation and/or redemption orders, and no other Authorized Participant is able to step forward to create and redeem in either of these
cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the business or are unable to continue making markets in the fund’s shares. Further,
while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers, Authorized
Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings.
The market price of fund shares during the
trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over
time based on the fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high
trading volume or market liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be
greatest when the price of shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.
Schwab U.S. Mid-Cap ETF
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the Dow Jones U.S. Mid-Cap Total Stock Market Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without
shareholder approval.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below
that of the index.
At times the
segment of the markets represented by the index may underperform other market segments. 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. Because of the way the index is composed, the index may perform differently or worse than an index that is based solely on
market capitalization.
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.
Market Capitalization Risk.
Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and
small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not
be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments the fund’s performance could be impacted.
Mid-Cap Company Risk.
Mid-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by large-cap companies. The value of
securities issued by mid-cap companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns or downturns.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the 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 the 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 the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk.
The fund may invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a
specific day. 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
market risk, liquidity risk and leverage risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is
the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations. 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. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the
fund to lose more than the initial amount invested. Furthermore, 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.
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.
Leverage Risk.
Certain fund transactions, such as derivatives, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the
fund’s portfolio securities. The use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
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.
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares. Trading of shares of the fund on a stock exchange may be halted if exchange officials deem such action appropriate, if the fund
is delisted, or if the activation of marketwide “circuit
breakers” halts stock trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Shares of the Fund May Trade at
Prices Other Than NAV.
As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the
fund’s NAV, there may be times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those
shares in the secondary market. The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized
Participants” or market makers. Only Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and
redemption” section below). If those Authorized Participants exit the business or are unable to process creation and/or redemption orders, and no other Authorized Participant is able to step forward to create and redeem in either of these
cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the business or are unable to continue making markets in the fund’s shares. Further,
while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers, Authorized
Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings.
The market price of fund shares during the
trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over
time based on the fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high
trading volume or market liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be
greatest when the price of shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.
Schwab U.S. Small-Cap ETF
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the Dow Jones U.S. Small-Cap Total Stock Market Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without
shareholder approval.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below
that of the index.
At times the
segment of the markets represented by the index may underperform other market segments. 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. Because of the way the index is composed, the index may perform differently or worse than an index that is based solely on
market capitalization.
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.
Market Capitalization Risk.
Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and
small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not
be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments the fund’s performance could be impacted.
Small-Cap Company Risk.
Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by larger companies. The value of
securities issued by small-cap companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply,
especially during market
upturns and downturns. In addition, small-cap companies may have limited financial resources, management experience, product lines and markets, and their securities may trade less frequently and in more limited volumes than the securities of larger
companies. Further, small-cap companies may have less publicly available information and such information may be inaccurate or incomplete.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the 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 the 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 the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk.
The fund may invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a
specific day. 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
market risk, liquidity risk and leverage risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is
the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations. 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. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the
fund to lose more than the initial amount invested. Furthermore, 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.
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.
Leverage Risk.
Certain fund transactions, such as derivatives, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities. The
use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
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.
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares. Trading of shares of the fund on a stock exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit
breakers” halts stock trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Shares of the Fund May
Trade at Prices Other Than NAV.
As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate
the fund’s NAV, there may be times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling
those shares in the secondary market. The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized
Participants” or market makers. Only Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and
redemption” section below). If those Authorized Participants exit the business or are unable to process creation and/or redemption orders, and no other Authorized Participant is able to step forward to create and redeem in either of these
cases, fund shares
may trade at a discount to NAV like closed-end fund shares (and
may even face delisting). Similar effects may result if market makers exit the business or are unable to continue making markets in the fund’s shares. Further, while the creation/redemption feature is designed to make it likely that shares
normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers, Authorized Participants or market participants, or during periods of significant market
volatility, may result in market prices that differ significantly from the value of the fund’s holdings.
The market price of fund shares during the
trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over
time based on the fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high
trading volume or market liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be
greatest when the price of shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.
Schwab U.S. Dividend Equity ETF
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the Dow Jones U.S. Dividend 100 Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without shareholder
approval.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Investment Style Risk.
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, 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.
The fund is not actively
managed. Therefore, the fund follows the securities included in the index 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,
even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
At times the segment of the markets
represented by the index may underperform other market segments. 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. Because of the way the index is composed, the index may perform differently or worse than an index that is based solely on market capitalization.
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.
Market
Capitalization Risk.
Securities issued by companies of different market
capitalizations tend to go in and out of favor based on market and economic conditions. In addition,
there may be less trading volume in securities issued by mid- and small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap
companies.
Securities issued by large-cap companies,
on the other hand,
may not be able to attain the high growth rates of
some
mid-
and small-cap companies. During a period when securities
of a particular market capitalization fall behind other
types of investments the fund’s performance
could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be
unable to respond quickly to new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk.
Mid-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by large-cap companies. The value of
securities issued by mid-cap companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns or downturns.
Small-Cap Company Risk.
Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by larger companies. The value of
securities issued by small-cap companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns. In addition, small-cap companies may
have limited financial resources, management experience,
product lines and markets, and their securities may trade less frequently and in more limited volumes than the securities of larger companies. Further,
small-cap companies may have less publicly available information and such information may be inaccurate or incomplete.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the 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 the 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 the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk.
The fund may invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a
specific day. 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
market risk, liquidity risk and leverage risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is
the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations. 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. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the
fund to lose more than the initial amount invested. Furthermore, 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.
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.
Leverage Risk.
Certain fund transactions, such as derivatives, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities. The
use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
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.
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares. Trading of shares of the fund on a stock exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit
breakers” halts stock trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Shares of the Fund May
Trade at Prices Other Than NAV.
As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate
the fund’s NAV, there may be times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling
those shares in the secondary market. The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized
Participants” or market makers. Only Authorized Participants who have entered into
agreements with the fund’s distributor may engage in
creation or redemption transactions directly with the fund (as discussed in the “Creation and redemption” section below). If those Authorized Participants exit the business or are unable to process creation and/or redemption orders, and
no other Authorized Participant is able to step forward to create and redeem in either of these cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers
exit the business or are unable to continue making markets in the fund’s shares. Further, while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings,
disruptions to creations and redemptions, including disruptions at market makers, Authorized Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the
value of the fund’s holdings.
The
market price of fund shares during the trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The
bid/ask spread on ETF shares varies over time based on the fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and
generally lower when the shares have high trading volume or market liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to
NAV, and the discount is likely to be greatest when the price of shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price
discounts or premiums to NAV will not be sustained because of arbitrage opportunities.
Portfolio holdings
A description of the
funds’ policies and procedures with respect to the disclosure of a fund’s portfolio securities is available in the SAI.
This section provides further
details about each fund's financial history for the past five years or, if shorter, for its period of operations. 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. The funds' 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 U.S. Broad Market ETF
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
9/1/13–
8/31/14
|
9/1/12–
8/31/13
|
9/1/11–
8/31/12
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
48.02
|
$
48.75
|
$
39.79
|
$
33.84
|
$
29.47
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
1
|
1.03
|
0.99
|
0.85
|
0.80
|
0.65
|
|
Net
realized and unrealized gains (losses)
|
4.34
|
(0.79)
|
8.93
|
5.92
|
4.32
|
|
Total
from investment operations
|
5.37
|
0.20
|
9.78
|
6.72
|
4.97
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.97)
|
(0.93)
|
(0.82)
|
(0.77)
|
(0.60)
|
|
Net
asset value at end of period
|
$
52.42
|
$
48.02
|
$
48.75
|
$
39.79
|
$
33.84
|
|
Total
return
|
11.35%
|
0.33%
|
24.77%
|
20.12%
|
17.07%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.03%
2
|
0.04%
|
0.04%
|
0.04%
|
0.06%
|
|
Net
investment income (loss)
|
2.09%
|
1.98%
|
1.90%
|
2.15%
|
2.06%
|
|
Portfolio
turnover rate
3
|
5%
|
3%
|
4%
|
4%
|
5%
|
|
Net
assets, end of period (x 1,000)
|
$6,858,980
|
$4,919,185
|
$3,654,037
|
$2,182,671
|
$1,072,825
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective November 17,
2015, the annual operating expense ratio was reduced. The ratio presented for the period ended 08/31/16 is a blended ratio.
3
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
Schwab U.S. Large-Cap ETF
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
9/1/13–
8/31/14
|
9/1/12–
8/31/13
|
9/1/11–
8/31/12
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
47.30
|
$
47.99
|
$
39.06
|
$
33.49
|
$
29.11
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
1.03
1
|
1.01
1
|
0.83
|
0.77
|
0.64
|
|
Net
realized and unrealized gains (losses)
|
4.41
|
(0.77)
|
8.92
|
5.56
|
4.35
|
|
Total
from investment operations
|
5.44
|
0.24
|
9.75
|
6.33
|
4.99
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.99)
|
(0.93)
|
(0.82)
|
(0.76)
|
(0.61)
|
|
Net
asset value at end of period
|
$
51.75
|
$
47.30
|
$
47.99
|
$
39.06
|
$
33.49
|
|
Total
return
|
11.66%
|
0.43%
|
25.16%
|
19.17%
|
17.36%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.03%
2
|
0.04%
|
0.04%
|
0.04%
|
0.08%
|
|
Net
investment income (loss)
|
2.13%
|
2.04%
|
1.95%
|
2.18%
|
2.10%
|
|
Portfolio
turnover rate
3
|
4%
|
4%
|
5%
|
5%
|
4%
|
|
Net
assets, end of period (x 1,000)
|
$6,218,346
|
$4,329,918
|
$3,191,644
|
$1,781,282
|
$890,808
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective November 12,
2015, the annual operating expense ratio was reduced. The ratio presented for the period ended 8/31/16 is a blended ratio.
3
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
Schwab U.S. Large-Cap Growth ETF
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
9/1/13–
8/31/14
|
9/1/12–
8/31/13
|
9/1/11–
8/31/12
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
51.93
|
$
50.11
|
$
39.60
|
$
34.05
|
$
29.44
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.59
1
|
0.66
1
|
0.56
|
0.55
|
0.36
|
|
Net
realized and unrealized gains (losses)
|
3.30
|
1.79
|
10.50
|
5.52
|
4.59
|
|
Total
from investment operations
|
3.89
|
2.45
|
11.06
|
6.07
|
4.95
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.57)
|
(0.63)
|
(0.55)
|
(0.52)
|
(0.34)
|
|
Net
asset value at end of period
|
$
55.25
|
$
51.93
|
$
50.11
|
$
39.60
|
$
34.05
|
|
Total
return
|
7.56%
|
4.87%
|
28.11%
|
18.02%
|
16.96%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.07%
2
|
0.07%
|
0.07%
|
0.07%
|
0.13%
|
|
Net
investment income (loss)
|
1.14%
|
1.25%
|
1.29%
|
1.55%
|
1.17%
|
|
Portfolio
turnover rate
3
|
7%
|
10%
|
7%
|
11%
|
8%
|
|
Net
assets, end of period (x 1,000)
|
$2,980,475
|
$2,246,101
|
$1,485,805
|
$827,613
|
$475,062
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective November 17,
2015, the annual operating expense ratio was reduced. The ratio presented for the period ended 08/31/16 is a blended ratio.
3
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
Schwab U.S. Large-Cap Value ETF
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
9/1/13–
8/31/14
|
9/1/12–
8/31/13
|
9/1/11–
8/31/12
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
40.89
|
$
43.54
|
$
36.49
|
$
31.24
|
$
27.34
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
1.29
1
|
1.20
1
|
1.00
|
0.93
|
0.82
|
|
Net
realized and unrealized gains (losses)
|
5.01
|
(2.75)
|
7.03
|
5.24
|
3.89
|
|
Total
from investment operations
|
6.30
|
(1.55)
|
8.03
|
6.17
|
4.71
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(1.18)
|
(1.10)
|
(0.98)
|
(0.92)
|
(0.81)
|
|
Net
asset value at end of period
|
$
46.01
|
$
40.89
|
$
43.54
|
$
36.49
|
$
31.24
|
|
Total
return
|
15.70%
|
(3.71%)
|
22.25%
|
20.06%
|
17.53%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.07%
2
|
0.07%
|
0.07%
|
0.07%
|
0.13%
|
|
Net
investment income (loss)
|
3.00%
|
2.75%
|
2.54%
|
2.73%
|
2.89%
|
|
Portfolio
turnover rate
3
|
6%
|
15%
|
9%
|
9%
|
8%
|
|
Net
assets, end of period (x 1,000)
|
$2,491,664
|
$1,435,194
|
$1,162,576
|
$700,693
|
$385,791
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective November 17,
2015, the annual operating expense ratio was reduced. The ratio presented for the period ended 08/31/16 is a blended ratio.
3
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
Schwab U.S. Mid-Cap ETF
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
9/1/13–
8/31/14
|
9/1/12–
8/31/13
|
9/1/11–
8/31/12
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
40.70
|
$
40.56
|
$
32.94
|
$
26.56
|
$
23.75
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.74
1
|
0.59
1
|
0.56
|
0.51
|
0.37
|
|
Net
realized and unrealized gains (losses)
|
2.84
|
0.12
|
7.62
|
6.40
|
2.77
|
|
Total
from investment operations
|
3.58
|
0.71
|
8.18
|
6.91
|
3.14
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.61)
|
(0.57)
|
(0.56)
|
(0.53)
|
(0.33)
|
|
Net
asset value at end of period
|
$
43.67
|
$
40.70
|
$
40.56
|
$
32.94
|
$
26.56
|
|
Total
return
|
8.94%
|
1.71%
|
24.97%
|
26.27%
|
13.32%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
0.13%
|
|
Net
investment income (loss)
|
1.83%
|
1.42%
|
1.53%
|
1.70%
|
1.53%
|
|
Portfolio
turnover rate
2
|
21%
|
12%
|
9%
|
25%
|
19%
|
|
Net
assets, end of period (x 1,000)
|
$2,532,590
|
$1,841,785
|
$1,190,517
|
$611,081
|
$205,840
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
Schwab U.S. Small-Cap ETF
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
9/1/13–
8/31/14
|
9/1/12–
8/31/13
|
9/1/11–
8/31/12
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
53.54
|
$
54.53
|
$
45.71
|
$
36.55
|
$
32.34
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.93
1
|
0.80
1
|
0.73
|
0.74
|
0.49
|
|
Net
realized and unrealized gains (losses)
|
3.75
|
(1.07)
|
8.84
|
9.18
|
4.16
|
|
Total
from investment operations
|
4.68
|
(0.27)
|
9.57
|
9.92
|
4.65
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.80)
|
(0.72)
|
(0.75)
|
(0.76)
|
(0.44)
|
|
Net
asset value at end of period
|
$
57.42
|
$
53.54
|
$
54.53
|
$
45.71
|
$
36.55
|
|
Total
return
|
8.89%
|
(0.54%)
|
21.01%
|
27.47%
|
14.52%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.08%
2
|
0.08%
|
0.08%
|
0.09%
3
|
0.13%
|
|
Net
investment income (loss)
|
1.76%
|
1.44%
|
1.41%
|
1.74%
|
1.44%
|
|
Portfolio
turnover rate
4
|
11%
|
9%
|
13%
|
22%
|
12%
|
|
Net
assets, end of period (x 1,000)
|
$3,772,207
|
$2,893,741
|
$2,104,717
|
$1,446,857
|
$641,516
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective May 2, 2016,
the annual operating expense ratio was reduced. The ratio presented for the period ended 8/31/16 is a blended ratio.
3
Effective September 20, 2012, the annual operating expense
ratio was reduced to 0.10%. On March 11, 2013, the rate was further reduced to 0.08%. The ratio presented for the period ended 8/31/13 is a blended ratio.
4
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
Schwab U.S. Dividend Equity ETF
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
9/1/13–
8/31/14
|
9/1/12–
8/31/13
|
10/19/11
1
–
8/31/12
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
36.52
|
$
38.90
|
$
33.00
|
$
28.58
|
$
25.00
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
1.29
2
|
1.19
2
|
1.04
|
0.91
|
0.62
|
|
Net
realized and unrealized gains (losses)
|
5.85
|
(2.46)
|
5.86
|
4.40
|
3.43
|
|
Total
from investment operations
|
7.14
|
(1.27)
|
6.90
|
5.31
|
4.05
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(1.19)
|
(1.11)
|
(1.00)
|
(0.89)
|
(0.47)
|
|
Net
asset value at end of period
|
$
42.47
|
$
36.52
|
$
38.90
|
$
33.00
|
$
28.58
|
|
Total
return
|
19.89%
|
(3.47%)
|
21.15%
|
18.93%
|
16.31%
3
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
0.17%
4
|
|
Net
investment income (loss)
|
3.27%
|
3.03%
|
3.01%
|
3.09%
|
3.19%
4
|
|
Portfolio
turnover rate
5
|
22%
|
19%
|
26%
|
13%
|
17%
3
|
|
Net
assets, end of period (x 1,000)
|
$4,300,443
|
$2,497,808
|
$2,075,331
|
$1,141,690
|
$504,464
|
|
1
Commencement of operations.
2
Calculated based on the average shares outstanding during
the period.
3
Not annualized.
4
Annualized.
5
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
The investment adviser for the
Schwab U.S. Equity ETFs is Charles Schwab Investment Management, Inc. (CSIM or investment adviser), 211 Main Street, San Francisco, CA 94105. CSIM was founded in 1989 and as of November 30, 2016, managed approximately $296.9 billion in
assets.
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 the funds, expressed as a percentage of each fund's average daily net assets.
Schwab
U.S. Broad Market ETF
|
0.03%
|
Schwab
U.S. Large-Cap ETF
|
0.03%
|
Schwab
U.S. Large-Cap Growth ETF
|
0.04%
|
Schwab
U.S. Large-Cap Value ETF
|
0.04%
|
Schwab
U.S. Mid-Cap ETF
|
0.06%
|
Schwab
U.S. Small-Cap ETF
|
0.06%
|
Schwab
U.S. Dividend Equity ETF
|
0.07%
|
A discussion
regarding the basis for the Board of Trustees’ approval of each fund's investment advisory agreement is available in the funds’ 2016 annual report, which covers the period from September 1, 2015 through August 31, 2016.
Pursuant to the Investment Advisory Agreement
between the investment adviser and Schwab Strategic Trust (the Trust), on behalf of each fund, the investment adviser will pay the operating expenses of the fund, excluding interest expense, taxes, any brokerage expenses, and extraordinary or
non-routine expenses.
Agnes Hong, CFA,
Vice President and Senior Portfolio Manager, is responsible for the day-to-day
co-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 funds. 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 more than four years as a senior financial analyst
with Union Bank of California.
Chuck Craig, 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, Mr. Craig worked at Guggenheim Funds (formerly Claymore Group), where he spent
more than five years as a managing director of portfolio management and supervision, and three years as vice president of product research and development. Prior to that, he worked as an equity research analyst at First Trust Portfolios (formerly
Niké Securities), and a trader and analyst at PMA Securities, Inc.
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 funds’ SAI.
Distributor.
The funds’ Distributor is SEI Investments Distribution Co. The Distributor, located at 1 Freedom Valley Drive, Oaks, PA 19456, is a broker-dealer registered with the U.S. Securities and Exchange Commission (SEC). The Distributor distributes
Creation Units for the funds and does not maintain a secondary market in shares of the funds.
On the following pages, you
will find information on buying and selling shares. Most investors will invest in the funds by placing orders through their brokerage account at Charles Schwab & Co., Inc. (Schwab) or an account with another broker/dealer or other
intermediary. Authorized Participants (as defined in “Purchase and redemption of creation units,” below) may invest directly in the funds by placing orders for Creation Units through the funds’ Distributor (direct orders). Helpful
information on taxes is included as well.
Shares of the funds trade on national
securities exchanges and elsewhere during the trading day and can be bought and sold throughout the trading day like other shares of publicly traded securities. When buying or selling shares through a broker most investors will incur customary
brokerage commissions and charges. In addition, you may incur the cost of the “spread” — that is, any difference between the bid price and the ask price.
Shares of the funds trade under the following
trading symbols:
Schwab
U.S. Broad Market ETF
|
SCHB
|
Schwab
U.S. Large-Cap ETF
|
SCHX
|
Schwab
U.S. Large-Cap Growth ETF
|
SCHG
|
Schwab
U.S. Large-Cap Value ETF
|
SCHV
|
Schwab
U.S. Mid-Cap ETF
|
SCHM
|
Schwab
U.S. Small-Cap ETF
|
SCHA
|
Schwab
U.S. Dividend Equity ETF
|
SCHD
|
Shares of the funds
may be acquired or redeemed directly from the funds only in Creation Units or multiples thereof, as discussed in the “Creation and redemption” section below. Once created, shares of the funds trade in the secondary market in amounts less
than a Creation Unit. The funds do not impose any minimum investment for shares of the funds purchased on an exchange or in the secondary market. Except when aggregated in Creation Units, shares are not redeemable by the funds.
Share trading prices
As with other types of securities, the trading
prices of shares in the secondary market can be affected by market forces such as supply and demand, economic conditions and other factors. The price you pay or receive when you buy or sell your shares in the secondary market may be more (a premium)
or less (a discount) than the NAV of such shares.
The approximate value of shares of the funds
are disseminated every fifteen seconds throughout the trading day by the national securities exchange on which the funds are listed or by other information providers. This approximate value should not be viewed as a “real-time” update of
the NAV, because the approximate value may not be calculated in the same manner as the NAV, which is computed once per day. The approximate value generally is determined by using current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the funds. The funds and investment adviser are not involved in, or responsible for, the calculation or dissemination of the approximate value and make no warranty as to its
accuracy.
Premium/discount information
Information showing the number
of days the market price of a fund’s shares was greater than the fund's NAV per share (i.e., at a premium) and the number of days it was less than the fund's NAV per share (i.e., at a discount) for various time periods is available by visiting
the funds’ website www.csimfunds.com.
Determination of net asset value
The NAV of a fund’s
shares is calculated as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4:00 p.m. Eastern time, on each day the NYSE is open for trading (each, a Business Day). NAV per share is calculated by dividing a
fund’s net assets by the number of the fund’s shares outstanding. 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 NAV as of the normally scheduled close of regular trading on the NYSE for that day.
In valuing their 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 investment adviser deems them unreliable, the funds may value securities based on fair values developed using methods
approved by the funds’ Board of Trustees.
The funds’ Board of Trustees has adopted
procedures, which include fair value methodologies, to fair value the funds’ securities when market prices are not “readily available” or are unreliable. For example, the funds may fair value a security when a security is de-listed
or its
Investing in the
funds
45
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. The funds’ fair value methodologies seek to ensure that the prices at which the funds’ shares are purchased and redeemed are fair and do not result in dilution of shareholder
interest or other harm to shareholders. Generally, when fair valuing a security, the funds will take into account all reasonably available information that may be relevant to a particular valuation including, but not limited to, fundamental
analytical data regarding the issuer, information relating to the issuer’s business, recent trades or offers of the security, general and specific market conditions and the specific facts giving rise to the need to fair value the security. The
funds make fair value determinations in good faith and in accordance with the fair value methodologies included in the Board adopted valuation procedures. Due to the subjective and variable nature of fair value pricing, there can be no assurance
that the funds could obtain the fair value assigned to the security upon the sale of such security.
Transactions in fund shares will be priced at
NAV only if you purchase or redeem shares directly from the funds in Creation Units. Fund shares that are purchased or sold on a national securities exchange will be effected at prevailing market prices, which may be higher or lower than NAV, and
may be subject to brokerage commissions and charges. As described below, purchases and redemptions of Creation Units will be priced at the NAV next determined after receipt of the purchase or redemption order.
Purchase and redemption of creation units
Creation and redemption
The shares that trade in the secondary market
are “created” at NAV. The funds issue and redeem shares only in Creation Units, which are large blocks of shares, typically 50,000 shares or more depending on the fund. Only institutional investors, who have entered into an authorized
participant agreement (known as Authorized Participants), may purchase or redeem Creation Units. Creation Units generally are issued and redeemed in exchange for a specified basket of securities approximating the holdings of the funds and/or a
designated amount of cash. Each Business Day, prior to the opening of trading, the funds publish the specific securities and designated amount of cash included in that day’s basket for the funds through the National Securities Clearing
Corporation (NSCC) or other method of public dissemination. The funds reserve the right to accept or pay out a basket of securities or cash that differs from the published basket. The prices at which creations and redemptions occur are based on the
next calculation of NAV after an order is received and deemed acceptable by the Distributor. Orders from Authorized Participants to create or redeem Creation Units will only be accepted on a Business Day and are also subject to acceptance by the
funds and the Distributor.
Creations and redemptions must
be made by an Authorized Participant or through a firm that is either a member of the Continuous Net Settlement System of the NSCC or a Depository Trust Company participant, and in each case, must have executed an agreement with the Distributor
with respect to creations and redemptions of Creation Unit aggregations. Information about the procedures regarding creation and redemption of Creation Units is included in the funds’ SAI.
Authorized participants and the continuous offering of
shares
Because new shares may be created
and issued on an ongoing basis, at any point during the life of the funds, a “distribution,” as such term is used in the Securities Act of 1933, as amended (Securities Act), may be occurring. Broker-dealers and other persons are
cautioned that some activities on their part may, depending on the circumstances, result in them being deemed participants in a distribution in a manner that could render them statutory underwriters and subject to the prospectus-delivery and
liability provisions of the Securities Act. Nonetheless, any determination of whether one is an underwriter must take into account all the relevant facts and circumstances of each particular case.
Broker-dealers should also note that dealers
who are not “underwriters,” but are participating in a distribution (as contrasted to ordinary secondary transactions), and thus dealing with shares that are part of an “unsold allotment” within the meaning of
Section 4(3)(C) of the Securities Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery
mechanism of Rule 153 under the Securities Act is only available with respect to transactions on a national securities exchange.
Creation and redemption transaction fees for creation
units
The funds may impose a creation
transaction fee and a redemption transaction fee to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units. The creation and redemption transaction fees applicable to the funds are listed below. The
standard creation transaction fee is charged to each purchaser on the day such purchaser creates a Creation Unit. The standard fee is a single charge and will be the amount indicated below regardless of the number of Creation Units purchased by an
investor on the same day. Similarly, the standard redemption transaction fee will be the amount indicated below regardless of the number of Creation Units redeemed that day. Purchasers and redeemers of Creation Units for cash will be subject to an
additional variable charge up to the maximum amount shown in the table below. This additional variable charge will offset the transaction costs to the funds of buying or
46
Investing in the
funds
selling portfolio securities. In addition, purchasers and
redeemers of shares in Creation Units are responsible for payment of the costs of transferring securities to or out of the funds. From time to time, the investment adviser may cover the cost of any transaction fees when believed to be in the best
interests of the funds.
The following table shows, as
of November 30, 2016, the approximate value of one Creation Unit of each fund, including the standard and maximum additional creation and redemption transaction fee. These fees are payable only by investors who purchase shares directly from the
funds. Retail investors who purchase shares through their brokerage account will not pay these fees. Investors who use the services of a broker or other such intermediary may pay fees for such services.
Name
of Fund
|
Approximate
Value
of One Creation Unit
|
Standard
Creation/Redemption
Transaction Fee
|
Maximum
Additional Creation
Transaction Fee*
|
Maximum
Additional Redemption
Transaction Fee*
|
Schwab
U.S. Broad Market ETF
|
$2,672,500
|
$1,500
|
3.0%
|
2.0%
|
Schwab
U.S. Large-Cap ETF
|
$2,628,390
|
$500
|
3.0%
|
2.0%
|
Schwab
U.S. Large-Cap Growth ETF
|
$2,776,330
|
$500
|
3.0%
|
2.0%
|
Schwab
U.S. Large-Cap Value ETF
|
$2,357,115
|
$500
|
3.0%
|
2.0%
|
Schwab
U.S. Mid-Cap ETF
|
$2,237,310
|
$500
|
3.0%
|
2.0%
|
Schwab
U.S. Small-Cap ETF
|
$3,023,590
|
$1,500
|
3.0%
|
2.0%
|
Schwab
U.S. Dividend Equity ETF
|
$2,149,955
|
$250
|
3.0%
|
2.0%
|
*As
a percentage of total amount invested or redeemed.
|
Transaction policies
Policy regarding short-term or
excessive trading.
The funds do not impose any restrictions on the frequency of purchases and redemptions of fund shares. When considering that a policy regarding short-term or excessive trading was not necessary
for the funds,
the Board
considered the structure of the funds as ETFs and that fund shares are purchased and redeemed directly with the fund only in large quantities
(Creation Units) by Authorized Participants who are authorized to purchase and redeem shares directly with the funds. Because purchase and redemption transactions with Authorized Participants are an essential part of the ETF process and help keep
ETF trading prices in line with NAV, the funds accommodate frequent purchases and redemptions by Authorized Participants. Frequent purchases and redemptions for cash may increase index tracking error and portfolio transaction costs and may lead to
realization of capital gains. Frequent in-kind creations and redemptions do not give rise to these concerns. The funds reserve the right to reject or limit any purchase order at any time.
The funds reserve the right to impose
restrictions on disruptive or abusive trading. Such trading is defined by the funds as purchases and sales of fund shares in amounts and frequency determined by the funds to be significant and in a pattern of activity that can potentially be
detrimental to the funds and their shareholders. Such adverse effects can include diluting the value of the shareholders’ holdings, increasing fund transaction costs, disrupting portfolio management strategy, incurring unwanted taxable gains,
or forcing funds to hold excess levels of cash. The funds may reject purchase or redemption orders in such instances. The funds also impose a transaction fee on Creation Unit transactions that is designed to offset the funds’ transfer and
other transaction costs associated with the issuance and redemption of the Creation Units. The Board may determine that policies and procedures regarding the frequency of purchases and redemptions of fund shares are necessary in the future.
Investments by Registered Investment Companies.
Section 12(d)(1) of the Investment Company Act of 1940,
as amended, restricts investments by registered investment companies in the securities of other investment companies,
including shares of the funds. Registered investment companies are permitted to invest in the funds beyond the limits set forth in section 12(d)(1), subject to certain terms and conditions set forth in an SEC exemptive order issued to the
Trust, including that such investment companies enter into an agreement with the funds.
Distributions and taxes
Any investment in the funds 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 your fund earns.
Distributions of net investment income, if any, generally are declared and paid quarterly by each fund. Distributions of net realized capital gains,
if any, generally are declared and paid once a year, although the funds may do so more frequently as determined by the Board of Trustees. Each fund reserves the right to declare special distributions if, in its reasonable discretion, such action is
necessary or advisable to preserve its status as a regulated investment company or to avoid imposition of income or excise taxes on undistributed income or realized gains. Dividends and other
Investing in the
funds
47
distributions on shares of the
funds are distributed on a pro rata basis to beneficial owners of such shares. During the fourth quarter of the year, typically in early November, an estimate of the funds’ capital gain distributions, 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 the fund. The maximum individual rate applicable to long-term
capital gains and qualified dividend income 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 of your shares is a taxable
event.
A sale of your shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held
for more than one year. Otherwise, the gain or loss on the taxable disposition of shares will be treated as short-term capital gain or loss. 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 certain threshold amounts.
At the beginning of every year, the funds
provide shareholders with information detailing the tax status of any distributions the funds paid during the previous calendar year.
Schwab customers also receive information on distributions and transactions in
their monthly account statements.
If you are investing through a taxable account
and purchase shares of a fund just before it declares a distribution, you may receive a portion of your investment back as a taxable distribution. This is because when a fund makes a distribution, the share price is reduced by the amount of the
distribution. You can avoid “buying a dividend,” as it is often called, by finding out if a distribution is imminent and waiting until afterwards to invest. Of course, you may decide that the opportunity to gain a few days of investment
performance outweighs the tax consequences of buying a dividend.
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 a fund, 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 gains 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 fund to enable the fund to determine whether withholding
is required.
Taxes on creation and redemption of
creation units
An Authorized Participant
who exchanges securities for Creation Units generally will recognize a gain or a loss equal to the difference between the market value of the Creation Units at the time of the exchange and the sum of the exchanger’s aggregate basis in the
securities surrendered and the cash component paid. A person who redeems Creation Units will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the sum of the aggregate market
value of the securities and the amount of cash received for such Creation Units. The Internal Revenue Service, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules
governing “wash sales,” or on the basis that there has been no significant change in economic position. Persons exchanging securities for Creation Units should consult a tax advisor with respect to whether wash sale rules apply and when
a loss might be deductible. Any capital gain or loss realized upon a redemption (or creation) of Creation Units is generally treated as long-term capital gain or loss if the funds’ shares (or securities surrendered) have been held for more
than one year and as short-term capital gain or loss if the shares (or securities surrendered) have been held for one year or less.
If you purchase or redeem Creation Units, you
will be sent a confirmation statement showing how many shares you purchased or sold and at what price. Persons purchasing or redeeming Creation Units should consult their own tax advisors with respect to the tax treatment of any creation or
redemption transaction.
48
Investing in the
funds
Additional information
Index provider
S&P Dow Jones Indices LLC (S&P Dow
Jones Indices) is a full service index provider that develops, maintains, and licenses indices for use as benchmarks and as the basis of investment products. CSIM has entered into a license agreement with S&P Dow Jones Indices or its affiliates
to use the Indices (as defined below). Fees payable under the license agreement are paid by CSIM. S&P Dow Jones Indices and its affiliates have no obligation to continue to provide the Indices to CSIM beyond the term of the license
agreement.
Disclaimers
Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones) and Dow Jones U.S. Broad Stock Market Index, Dow Jones U.S. Large-Cap Total
Stock Market Index, Dow Jones U.S. Large-Cap Growth Total Stock Market Index, Dow Jones U.S. Large-Cap Value Total Stock Market Index, Dow Jones U.S. Mid-Cap Total Stock Market Index, Dow Jones U.S. Small-Cap Total Stock Market Index, and Dow Jones
U.S. Dividend 100
TM
Index are trademarks of S&P Dow Jones Indices LLC (S&P Dow Jones Indices) and/or its affiliates. The Dow Jones U.S. Broad
Stock Market Index, Dow Jones U.S. Large-Cap Total Stock Market Index, Dow Jones U.S. Large-Cap Growth Total Stock Market Index, Dow Jones U.S. Large-Cap Value Total Stock Market Index, Dow Jones U.S. Mid-Cap Total Stock Market Index, Dow Jones U.S.
Small-Cap Total Stock Market Index, and Dow Jones U.S. Dividend 100
TM
Index (the Indices) are products of S&P Dow Jones Indices, and have been
licensed for use by CSIM. Schwab U.S. Broad Market ETF
TM
, Schwab U.S. Large-Cap ETF
TM
, Schwab U.S. Large-Cap Growth ETF
TM
, Schwab U.S. Large-Cap
Value ETF
TM
, Schwab U.S. Mid-Cap ETF
TM
, Schwab U.S.
Small-Cap ETF
TM
, and Schwab U.S. Dividend Equity ETF
TM
are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices, Dow Jones, any of their third party licensors, or any of their respective affiliates (collectively, S&P Dow Jones Indices Entities). S&P Dow Jones Indices Entities
do not make any representation or warranty, express or implied, to the owners of the funds or any member of the public regarding the advisability of investing in securities generally or in the funds particularly or the ability of the Indices to
track general market performance. S&P Dow Jones Indices Entities’ only relationship to CSIM with respect to the Indices is the licensing of the Indices and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices
Entities. The Indices are determined, composed and calculated by S&P Dow Jones Indices Entities without regard to CSIM or the funds. S&P Dow Jones Indices have no obligation to take the needs of CSIM or Fund shareholders into consideration
in determining, composing or calculating the Indices. S&P Dow Jones Indices Entities are not responsible for and have not participated in the determination of the prices, and amount of the funds or the timing of the issuance or sale of the funds
or in the determination or calculation of the equation by which the funds are to be converted into cash or redeemed, as the case may be. S&P Dow Jones Indices Entities have no obligation or liability in connection with the administration,
marketing or trading of the funds. There is no assurance that investment products based on the Indices will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices and its subsidiaries are not investment
advisors. Inclusion of a security within the Indices is not a recommendation by S&P Dow Jones Indices Entities to buy, sell, or hold such security, nor is it considered to be investment advice.
S&P DOW JONES INDICES ENTITIES DO NOT
GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDICES OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT
THERETO. S&P DOW JONES INDICES ENTITIES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES ENTITIES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL
WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY CSIM, FUND SHAREHOLDERS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES ENTITIES 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 ADVISED 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 ENTITIES AND CSIM, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES ENTITIES.
Shares of the funds are not sponsored,
endorsed or promoted by NYSE Arca, Inc. NYSE Arca makes no representation or warranty, express or implied, to the owners of the shares of the funds or any member of the public regarding the ability of a fund to track the total return performance of
its underlying index or the ability of the underlying index to track stock market performance. NYSE Arca is not responsible for, nor has it participated in, the determination of the compilation or the calculation of any underlying index, nor in the
determination of the timing of, prices of, or quantities of shares of the funds to be issued, nor in the determination or calculation of the equation by which the shares are redeemable. NYSE Arca has no obligation or liability to owners of the
shares of the funds in connection with the administration, marketing or trading of the shares of the funds.
NYSE Arca shall have no liability for damages,
claims, losses or expenses caused by any errors, omissions, or delays in calculating or disseminating any current index or portfolio value; the current value of the portfolio of securities required to be deposited to the funds; the amount of any
dividend equivalent payment or cash distribution to holders of shares of the funds; net asset value; or other information
Investing in the
funds
49
relating to the creation, redemption or trading of shares of the
funds, resulting from any negligent act or omission by NYSE Arca, or any act, condition or cause beyond the reasonable control of NYSE Arca, including, but not limited to, an act of God; fire; flood; extraordinary weather conditions; war;
insurrection; riot; strike; accident; action of government; communications or power failure; equipment or software malfunction; or any error, omission or delay in the reporting of transactions in one or more underlying securities. NYSE Arca makes no
warranty, express or implied, as to results to be obtained by any person or entity from the use of any underlying index or data included therein and NYSE Arca makes no express or implied warranties, and disclaims all warranties of merchantability or
fitness for a particular purpose with respect to shares of the funds or any underlying index or data included therein.
The funds and CSIM do not guarantee the
accuracy and/or the completeness of the indexes or any data included therein and shall have no liability for any errors, omissions, or interruptions therein. The funds and CSIM make no warranty, express or implied, as to results to be obtained by
the funds, or any other person or entity from the use of the indexes or any data included therein. The funds and CSIM make no express or implied warranties, and expressly disclaims all warranties, of merchantability or fitness for a particular
purpose or use with respect to the indexes or any data included therein, without limiting any of the foregoing, in no event shall the funds and CSIM have any liability for any lost profits or indirect, punitive, special or consequential damages
(including lost profits), even if notified of the possibility of such damages.
50
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 ETFs at 1-877-824-5615. In addition, you may visit Schwab ETFs website at www.csimfunds.com/schwabetfs_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 Number
Schwab
Strategic Trust
|
811-22311
|
REG51682-09
Schwab U.S. Equity ETFs
Prospectus
December 29, 2016
Schwab International Equity ETFs
Prospectus
December
29, 2016
•
Schwab International Equity ETF™
|
SCHF
|
•
Schwab International Small-Cap Equity ETF™
|
SCHC
|
•
Schwab Emerging Markets Equity ETF™
|
SCHE
|
Principal U.S. Listing Exchange:
NYSE Arca, Inc.
As with all exchange-traded 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 International
Equity ETFs
Schwab International
Equity ETF™
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the FTSE Developed ex US Index.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund. The table does not reflect brokerage commissions you may incur when buying or selling fund shares.
Shareholder
fees
(fees paid directly from your investment)
|
|
None
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.07
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.07
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other 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. This example does not reflect any brokerage commissions you may incur when buying or selling fund shares. Your actual costs may be
higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$7
|
$23
|
$40
|
$90
|
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 stocks that are included in the FTSE Developed ex US Index
†
.
The index is comprised of large
and mid capitalization companies in developed countries outside the United States, as defined by the index provider. The index defines the large and mid capitalization universe as approximately the top 90% of the eligible universe. As of
August 31, 2016, the index was composed of 1,479 stocks in 24 developed market countries.
It is the fund’s policy that under
normal circumstances it will invest at least 90% of its net assets in these stocks, including depositary receipts representing securities of the index; such depository receipts may be in the form of American Depositary receipts (ADRs), Global
Depositary receipts (GDRs) and European Depositary receipts (EDRs). The fund will notify its shareholders at least 60 days before changing this policy. 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.
Under normal circumstances, the fund may
invest up to 10% of its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as investments in (a) securities
that are not represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs), (b) other investment companies, and
(c) derivatives, principally futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest
in cash and cash equivalents, and may lend its securities to minimize the difference in performance that
†
Index ownership — FTSE is a trademark of
the London Stock Exchange Group companies (LSEG) and is used by the fund under license. The Schwab International Equity ETF is not sponsored, endorsed, sold or promoted by FTSE nor LSEG and neither FTSE nor LSEG makes any representation regarding
the advisability of investing in shares of the fund. Fees payable under the license are paid by the investment adviser.
Schwab International Equity ETF™
1
naturally exists between an index fund and its corresponding
index. The fund does not hedge its exposure to foreign currencies.
Because it may not be possible or practicable
to purchase all of the stocks 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 performance attributes, tax considerations, country weightings, capitalization, industry factors, risk factors and
other characteristics. The fund generally expects that its portfolio will hold less than the total number of securities in the index, but reserves the right to hold as many securities as it believes necessary to achieve the fund’s investment
objective.
The fund will concentrate its
investments (
i.e.
, hold 25% or more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated. For purposes of this
limitation, securities of the U.S. government (including its agencies and instrumentalities), and repurchase agreements collateralized by U.S. government securities are not considered to be issued by members of any industry.
The investment adviser seeks to achieve, over
time, a correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of
factors may affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique. The correlation between the performance of the fund and the index may also diverge due to
transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and the index resulting from legal restrictions (such as diversification requirements) that
apply to the fund but not to the index.
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.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. As with any investment whose performance is tied to these markets, the value of an investment in the fund will
fluctuate, which means that an investor could lose money over short or long periods.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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.
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.
Market Capitalization Risk.
Securities
issued by companies of different market capitalizations tend to go in and out of favor based
on market and economic conditions. During a period when
securities of a particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk.
Mid-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and the value of securities issued by these companies may move sharply.
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. Foreign securities also include ADRs, GDRs, and EDRs, which are receipts issued by U.S. and foreign banks
that represent shares of foreign-based corporations. Investments 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 the fund’s investments in a single country or a limited number of countries represent a large 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.
Sampling Index Tracking Risk.
The fund may not fully replicate the 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 management 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.
Tracking
Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index,
positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
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 the fund’s 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.
2
Schwab
International Equity ETF™
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.
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 vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or
asset class.
Market
Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not
maintained, investors may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade
at Prices Other Than NAV.
Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s
net asset value (NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those
shares in the secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility or as a result of other factors impacting foreign securities, including liquidity, irregular trading
activity and timing differences between foreign markets where securities trade and the secondary market where fund shares are sold.
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/schwabetfs_prospectus.
Annual total returns
(%) as of 12/31
Best Quarter:
16.22% Q3 2010
Worst Quarter:
(19.68%) Q3 2011
Year-to-date performance (before taxes) as
of 9/30/16:
3.61%
Average annual
total returns
as of 12/31/15
|
1
Year
|
5
Years
|
Since
Inception
11/03/09
|
Before
taxes
|
(2.44%)
|
2.82%
|
4.42%
|
After
taxes on distributions
|
(2.85%)
|
2.37%
|
4.02%
|
After
taxes on distributions and sale of shares
|
(0.86%)
|
2.33%
|
3.61%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
FTSE
Developed ex US Index (Net)
|
(2.39%)
|
2.81%
|
4.50%
|
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 return before taxes 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 Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2009.
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 2010.
Chuck Craig, 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 2012.
Purchase and sale of fund shares
The fund issues and redeems shares at its NAV
only in large blocks of shares, typically 100,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical
Schwab International Equity ETF™
3
matter, only institutions or large investors purchase or redeem
Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on
national securities exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a
price greater than NAV (premium) or less than NAV (discount).
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.
4
Schwab
International Equity ETF™
Schwab International Small-Cap
Equity ETF™
Investment objective
The fund’s goal is to track as closely as
possible, before fees and expenses, the total return of the FTSE Developed Small Cap ex US Liquid Index.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund. The table does not reflect brokerage commissions you may incur when buying or selling fund shares.
Shareholder
fees
(fees paid directly from your investment)
|
|
None
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.16
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.16
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other 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. This example does not reflect any brokerage commissions you may incur when buying or selling fund shares. Your actual costs may be
higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$16
|
$52
|
$90
|
$205
|
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 23% 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 FTSE Developed Small Cap ex US Liquid Index
†
.
The index is
comprised of small capitalization companies in developed countries outside the United States, as defined by the index provider. The index defines the small capitalization universe as approximately the bottom 10% of the eligible universe with a
minimum free float capitalization of $150 million. As of August 31, 2016, the index was composed of 2,012 stocks in 25 developed market countries.
It is the fund’s policy that under
normal circumstances it will invest at least 90% of its net assets in these stocks, including depositary receipts representing securities of the index; such depository receipts may be in the form of American Depositary receipts (ADRs), Global
Depositary receipts (GDRs) and European Depositary receipts (EDRs). The fund will notify its shareholders at least 60 days before changing this policy. 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 generally expects that its country weightings will be similar to those of the index.
Under normal circumstances, the fund may
invest up to 10% of its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as investments in (a) securities
that are not represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs), (b) other investment companies, and
(c) derivatives, principally futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest
in cash and cash equivalents, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index. The fund does not hedge its exposure to foreign currencies.
Because it may not be possible or practicable
to purchase all of the stocks in the index, the investment adviser seeks to track the total return of the index by using statistical sampling techniques. These
†
Index ownership — FTSE is a trademark of
the London Stock Exchange Group companies (LSEG) and is used by the fund under license. The Schwab International Small-Cap Equity ETF is not sponsored, endorsed, sold or promoted by FTSE nor LSEG and neither FTSE nor LSEG makes any representation
regarding the advisability of investing in shares of the fund. Fees payable under the license are paid by the investment adviser.
Schwab International Small-Cap Equity ETF™
5
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 performance attributes, tax considerations, country weightings, capitalization, industry
factors, risk factors and other characteristics. The fund generally expects that its portfolio will hold less than the total number of securities in the index, but reserves the right to hold as many securities as it believes necessary to achieve the
fund’s investment objective.
The
fund will concentrate its investments (
i.e.
, hold 25% or more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated.
For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), and repurchase agreements collateralized by U.S. government securities are not considered to be issued by members of any
industry.
The investment adviser seeks
to achieve, over time, a correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A
number of factors may affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique. The correlation between the performance of the fund and the index may also
diverge due to transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and the index resulting from legal restrictions (such as diversification
requirements) that apply to the fund but not to the index.
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.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. As with any investment whose performance is tied to these markets, the value of an investment in the fund will
fluctuate, which means that an investor could lose money over short or long periods.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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.
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.
Market Capitalization Risk.
Securities issued by companies of different market capitalizations tend to go in and out of favor based
on market and economic conditions. During a period when securities of a
particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Small-Cap Company Risk.
Securities issued by small-cap companies may be riskier than those issued by larger companies, and their prices may move sharply, especially during market upturns and downturns.
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. Foreign
securities also include ADRs, GDRs, and EDRs, which are receipts issued by U.S. and foreign banks that represent shares of foreign-based corporations. Investments 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 the fund’s investments in a single country or a limited number of countries represent a large 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.
Sampling Index Tracking Risk.
The fund may not fully replicate the 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 management 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.
Tracking
Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index,
positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
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 the fund’s 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.
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 vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or
asset class.
Market
Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not
maintained, investors may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade at Prices
Other Than NAV.
Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of
6
Schwab
International Small-Cap Equity ETF™
the fund will approximate the
fund’s net asset value (NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when
selling those shares in the secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility or as a result of other factors impacting foreign securities, including liquidity,
irregular trading activity and timing differences between foreign markets where securities trade and the secondary market where fund shares are sold.
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/schwabetfs_prospectus.
Annual total returns
(%) as of 12/31
Best Quarter:
14.28% Q3 2013
Worst Quarter:
(20.93%) Q3 2011
Year-to-date performance (before taxes) as
of 9/30/16:
6.53%
Average annual
total returns
as of 12/31/15
|
1
Year
|
5
Years
|
Since
Inception
1/14/10
|
Before
taxes
|
1.85%
|
2.84%
|
5.32%
|
After
taxes on distributions
|
1.25%
|
2.15%
|
4.64%
|
After
taxes on distributions and sale of shares
|
1.46%
|
2.13%
|
4.12%
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
FTSE
Developed Small Cap ex US Liquid Index (Net)
|
1.79%
|
2.90%
|
5.49%
|
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.
Investment adviser
Charles Schwab Investment Management, Inc.
Portfolio managers
Agnes Hong, CFA,
Vice President and Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2010.
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 2010.
Chuck Craig, 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 2012.
Purchase and sale of fund shares
The fund issues and redeems shares at its NAV
only in large blocks of shares, typically 100,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only institutions or
large investors purchase or redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on
national securities exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a
price greater than NAV (premium) or less than NAV (discount).
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 International Small-Cap
Equity ETF™
7
Schwab Emerging Markets
Equity ETF™
Investment objective
The fund’s goal is to track as closely as
possible, before fees and expenses, the total return of the FTSE Emerging Index.
Fund fees and expenses
This table describes the fees and expenses you
may pay if you buy and hold shares of the fund. The table does not reflect brokerage commissions you may incur when buying or selling fund shares.
Shareholder
fees
(fees paid directly from your investment)
|
|
None
|
Annual
fund operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.13
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.13
|
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other 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. This example does not reflect any brokerage commissions you may incur when buying or selling fund shares. Your actual costs may be
higher or lower.
Expenses on a $10,000 investment
1
year
|
3
years
|
5
years
|
10
years
|
$13
|
$42
|
$73
|
$166
|
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 10% 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 FTSE Emerging Index
†
.
The index is comprised of large
and mid capitalization companies in emerging market countries, as defined by the index provider. The index defines the large and mid capitalization universe as approximately the top 90% of the eligible universe. As of August 31, 2016, the index
was composed of 972 stocks in 23 emerging market countries.
It is the fund’s policy that under
normal circumstances it will invest at least 90% of its net assets in these stocks, including depositary receipts representing securities of the index; such depository receipts may be in the form of American Depositary receipts (ADRs), Global
Depositary receipts (GDRs) and European Depositary receipts (EDRs). The fund will notify its shareholders at least 60 days before changing this policy. 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.
Under normal circumstances, the fund may
invest up to 10% of its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as investments in (a) securities
that are not represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs), (b) other investment companies, and
(c) derivatives, principally futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest
in cash and cash equivalents, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index. The fund does not hedge its exposure to foreign currencies.
Because it may not be possible or practicable
to purchase all of the stocks 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 performance attributes, tax considerations,
†
Index ownership — FTSE is a trademark of
the London Stock Exchange Group companies (LSEG) and is used by the fund under license. The Schwab Emerging Markets Equity ETF is not sponsored, endorsed, sold or promoted by FTSE nor LSEG and neither FTSE nor LSEG makes any representation regarding
the advisability of investing in shares of the fund. Fees payable under the license are paid by the investment adviser.
8
Schwab Emerging
Markets Equity ETF™
country weightings, capitalization, industry factors, risk
factors and other characteristics. The fund generally expects that its portfolio will hold less than the total number of securities in the index, but reserves the right to hold as many securities as it believes necessary to achieve the fund’s
investment objective.
The fund will
concentrate its investments (
i.e.
, hold 25% or more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated. For purposes
of this limitation, securities of the U.S. government (including its agencies and instrumentalities), and repurchase agreements collateralized by U.S. government securities are not considered to be issued by members of any industry.
The investment adviser seeks to achieve, over
time, a correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of
factors may affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique. The correlation between the performance of the fund and the index may also diverge due to
transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and the index resulting from legal restrictions (such as diversification requirements) that
apply to the fund but not to the index.
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.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. As with any investment whose performance is tied to these markets, the value of an investment in the fund will
fluctuate, which means that an investor could lose money over short or long periods.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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.
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.
Market Capitalization Risk.
Securities
issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities
of a particular market capitalization fall behind other types of investments, the fund’s performance
could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk.
Mid-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and the value of securities issued by these companies may move sharply.
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. Foreign securities also include ADRs, GDRs, and EDRs, which are receipts issued by U.S. and foreign banks that represent shares of foreign-based corporations. Investments 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 the fund’s investments in a single country or a limited number
of countries represent a large 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.
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.
Sampling Index Tracking Risk.
The fund may not fully replicate the 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 management 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.
Tracking
Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index,
positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
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 the fund’s 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.
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
Schwab Emerging Markets
Equity ETF™
9
may be adversely affected by
the performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset
class.
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade
at Prices Other Than NAV.
Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s
net asset value (NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those
shares in the secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility or as a result of other factors impacting foreign securities, including liquidity, irregular trading
activity and timing differences between foreign markets where securities trade and the secondary market where fund shares are sold.
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/schwabetfs_prospectus.
Annual total returns
(%) as of 12/31
Best Quarter:
13.21% Q1 2012
Worst Quarter:
(21.85%) Q3 2011
Year-to-date performance (before taxes) as
of 9/30/16:
16.39%
Average annual
total returns
as of 12/31/15
|
1
Year
|
5
Years
|
Since
Inception
1/14/10
|
Before
taxes
|
(15.80%)
|
(5.03%)
|
(1.80%)
|
After
taxes on distributions
|
(16.27%)
|
(5.46%)
|
(2.18%)
|
After
taxes on distributions and sale of shares
|
(8.52%)
|
(3.56%)
|
(1.17%)
|
Comparative
Index
(reflects no deduction for expenses or taxes)
|
|
|
|
FTSE
Emerging Index (Net)
|
(15.51%)
|
(4.80%)
|
(1.50%)
|
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 return before taxes 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 Senior Portfolio Manager, is responsible for the day-to-day co-management of the fund. She has managed the fund since 2010.
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 2010.
Chuck Craig, 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 2012.
Purchase and sale of fund shares
The fund issues and redeems shares at its NAV
only in large blocks of shares, typically 100,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only institutions or
large investors purchase or redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on
national securities exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a
price greater than NAV (premium) or less than NAV (discount).
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.
10
Schwab
Emerging Markets Equity ETF™
The funds described in this prospectus are
advised by Charles Schwab Investment Management, Inc. (CSIM or the investment adviser). Each of the funds is an “exchange-traded fund” (ETF). ETFs are funds that trade like other publicly-traded securities. The funds in this prospectus
are index funds and are designed to track the total return of an index. Because the composition of an index tends to be comparatively stable, most index funds historically have shown low portfolio turnover compared to actively managed funds.
This strategy distinguishes an index fund from
an “actively managed” fund. Instead of choosing investments for the fund based on portfolio management’s judgment, an index is used to determine which securities the fund should own.
Unlike shares of a mutual fund, shares of the
funds are listed on a national securities exchange and trade at market prices that change throughout the day. The market price for each of the fund’s shares may be different from its net asset value per share or NAV. The funds have their own
CUSIP numbers and trade on the NYSE Arca, Inc. under the following tickers:
Schwab
International Equity ETF
|
SCHF
|
Schwab
International Small-Cap Equity ETF
|
SCHC
|
Schwab
Emerging Markets Equity ETF
|
SCHE
|
The funds issue and
redeem shares at their NAV only in large blocks of shares, typically 100,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities and/or an amount of cash. As a practical matter, only institutions or
large investors purchase or redeem Creation Units. Except when aggregated in Creation Units, shares of the funds are not redeemable securities.
A note to retail investors
Shares can be purchased
directly from the funds only in exchange for a basket of securities and/or an amount of cash that is expected to be worth several million dollars. Most individual investors, therefore, will not be able to purchase shares directly from the
funds. Instead, these investors will purchase shares in the secondary market through a brokerage account or with the assistance of a broker. Thus, some of the information contained in this prospectus — such as information about purchasing and
redeeming shares from the funds and references to transaction fees imposed on purchases and redemptions — is not relevant to most individual investors. Shares purchased or sold through a brokerage account or with the assistance of a broker may
be subject to brokerage commissions and charges.
Except as explicitly described otherwise, the
investment objective and the investment policies of each of the funds may be changed without shareholder approval.
The funds' performance will fluctuate over
time and, as with all investments, future performance may differ from past performance.
There can be no assurance that
the funds will achieve their objectives. Except as explicitly described otherwise, the investment objectives, 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 the 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 Objectives, Strategies, Risks and Limitations” section in the Statement of
Additional Information (SAI).
Investment
objectives and more about principal risks
Schwab International Equity ETF
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the FTSE Developed ex US Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without shareholder
approval.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below
that of the index.
At times the
segment of the markets represented by the index may underperform other market segments. 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. Because of the way the index is composed, the index may perform differently or worse than an index that is based solely on
market capitalization.
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.
Market Capitalization Risk.
Securities issued by companies of different market
capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading
volume in securities issued by mid- and small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies.
Securities issued by large-cap companies,
on the other hand,
may not be able to attain the high growth rates of some
mid-
and small-cap companies. During a period when securities
of a particular market capitalization fall behind other types of
investments the fund’s performance
could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be
unable to respond quickly to new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk.
Mid-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by large-cap companies. The value of
securities issued by mid-cap companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns or downturns.
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 U.S. The
securities of some foreign issuers 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. These risks may be heightened in connection with investments in emerging markets. To the extent the fund’s investments in a single country or a limited number of
countries represent a large 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 its 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. 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 extremely 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 U.S. 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. Forward contracts on foreign currencies are not traded on exchanges; rather, a bank or dealer will act as agent or as principal 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.
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, which are similar to GDRs, but 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.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the 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 the 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 the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk.
The fund may invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a
specific day. 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
market risk, liquidity risk and leverage risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is
the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations. 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. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the
fund to lose more than the initial amount invested. Furthermore, 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.
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.
Leverage Risk.
Certain fund transactions, such as derivatives, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the
fund’s portfolio securities. The use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
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.
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares. Trading of shares of the fund on a stock exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit
breakers” halts stock trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Shares of the Fund May
Trade at Prices Other Than NAV.
As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate
the fund’s NAV, there may be times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling
those shares in the secondary market. The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized
Participants” or market makers. Only Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and
redemption” section below). If those Authorized Participants exit the business or are unable to process creation and/or redemption orders, and no other Authorized Participant is able to step forward to create and redeem in either of these
cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the business or are unable to continue making markets in the fund’s shares. Further,
while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers, Authorized
Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings.
The market price of fund shares during the
trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over
time based on the fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high
trading volume or market liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be
greatest when the price of shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.
In addition, the securities held by the fund
are generally traded in markets that close at a different time than the fund’s secondary market and liquidity in those securities may be reduced after the applicable market closing times. Accordingly, during the time when the fund’s
secondary market is open but after the applicable foreign market closing, fixing or settlement times, bid/ask spreads and the resulting premium or discount to the fund’s NAV may widen. The fund’s bid/ask spread may also be impacted by
the liquidity of the underlying securities held by the fund or in instances of significant volatility of the underlying securities.
Schwab International Small-Cap
Equity ETF
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the FTSE Developed Small Cap ex US Liquid Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without
shareholder approval.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below
that of the index.
At times the segment of the
markets represented by the index may underperform other market segments. 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. Because of the way the index is composed, the index may perform differently or worse than an index that is based solely on market
capitalization.
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.
Market Capitalization Risk.
Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and
small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not
be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments the fund’s performance could be impacted.
Small-Cap Company Risk.
Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by larger companies. The value of
securities issued by small-cap companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns. In addition, small-cap companies may
have limited financial resources, management experience, product lines and markets, and their securities may trade less frequently and in more limited volumes than the securities of larger companies. Further, small-cap companies may have less
publicly available information and such information may be inaccurate or incomplete.
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 U.S. The
securities of some foreign issuers 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.
These risks may be heightened in connection with investments in emerging markets. To the extent the fund’s investments in a single country or a limited number of countries represent a large 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 its 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. 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 extremely 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 U.S. 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. Forward contracts on foreign currencies are not traded on exchanges; rather, a bank or dealer will act as agent or as principal 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.
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, which are similar to GDRs, but 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.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the 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 the 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 the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk.
The fund may invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a
specific day. 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
market risk, liquidity risk and leverage risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is
the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations. 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. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the
fund to lose more than the initial amount invested. Furthermore, 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.
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.
Leverage Risk.
Certain fund transactions, such as derivatives, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the
fund’s portfolio securities. The use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
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.
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares. Trading of shares of the fund on a stock exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit
breakers” halts stock trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Shares of the Fund May
Trade at Prices Other Than NAV.
As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate
the fund’s NAV, there may be times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling
those shares in the secondary market. The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized
Participants” or market makers. Only Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and
redemption” section below). If those Authorized Participants exit the business or are unable to process creation and/or redemption orders, and no other Authorized Participant is able to step forward to create and redeem in either of these
cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the business or are unable to continue making markets in the fund’s shares. Further,
while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including
disruptions at market makers, Authorized Participants or market
participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings.
The market price of fund shares during the
trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over
time based on the fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high
trading volume or market liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be
greatest when the price of shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.
In addition, the securities held by the fund
are generally traded in markets that close at a different time than the fund’s secondary market and liquidity in those securities may be reduced after the applicable market closing times. Accordingly, during the time when the fund’s
secondary market is open but after the applicable foreign market closing, fixing or settlement times, bid/ask spreads and the resulting premium or discount to the fund’s NAV may widen. The fund’s bid/ask spread may also be impacted by
the liquidity of the underlying securities held by the fund or in instances of significant volatility of the underlying securities.
Schwab Emerging Markets Equity ETF
Investment objective
The fund’s goal is to track as closely
as possible, before fees and expenses, the total return of the FTSE Emerging Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without shareholder approval.
More information about principal investment
risks
The fund is subject to
risks, any of which could cause an investor to lose money.
Investment Style Risk.
The fund is not actively managed. Therefore, the fund follows the securities included in the index 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, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below
that of the index.
At times the
segment of the markets represented by the index may underperform other market segments. 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. Because of the way the index is composed, the index may perform differently or worse than an index that is based solely on
market capitalization.
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.
Market Capitalization Risk.
Securities issued by companies of different market
capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading
volume in securities issued by mid- and small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies.
Securities issued by large-cap companies,
on the other hand,
may not be able to attain the high growth rates of some
mid-
and small-cap companies. During a period when securities
of a particular market capitalization fall behind other types of
investments the fund’s performance
could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be
unable to respond quickly to new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk.
Mid-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by large-cap companies. The value of
securities issued by mid-cap companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns or downturns.
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 U.S. The securities of some foreign issuers 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. These risks may be heightened in connection with investments in emerging markets. To the extent the fund’s investments in a
single country or a limited number of countries represent a large 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.
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 and/or
expropriation of assets by the government of an emerging market country. 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 its 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. 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 extremely 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 U.S. 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. Forward contracts on foreign currencies are not traded on exchanges; rather, a bank or dealer will act as agent or as principal 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.
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, which are similar to GDRs, but 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.
Tracking Error Risk.
As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the 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 the 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 the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk.
The fund may invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a
specific day. 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
market risk, liquidity risk and leverage risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is
the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations. 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. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s
volatility, and cause the fund to lose more than the initial
amount invested. Furthermore, 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.
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.
Leverage Risk.
Certain fund transactions, such as derivatives, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the
fund’s portfolio securities. The use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
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.
Market Trading Risk.
Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares. Trading of shares of the fund on a stock exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit
breakers” halts stock trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Shares of the Fund May
Trade at Prices Other Than NAV.
As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate
the fund’s NAV, there may be times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling
those shares in the secondary market. The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized
Participants” or market makers. Only Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and
redemption” section below). If those Authorized Participants exit the business or are unable to process creation and/or redemption orders, and no other Authorized Participant is able to step forward to create and redeem in either of these
cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the business or are unable to continue making markets in the fund’s shares. Further,
while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers, Authorized
Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings.
The market price of fund shares during the
trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over
time based on the fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high
trading volume or market liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be
greatest when the price of shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities.
In addition, the securities held by the fund
are generally traded in markets that close at a different time than the fund’s secondary market and liquidity in those securities may be reduced after the applicable market closing times. Accordingly, during the time when the fund’s
secondary market is open but after the applicable foreign market closing, fixing or settlement times, bid/ask spreads and the resulting premium or discount to the fund’s NAV may widen. The fund’s bid/ask spread may also be impacted by
the liquidity of the underlying securities held by the fund or in instances of significant volatility of the underlying securities.
Portfolio holdings
A description of the
funds’ policies and procedures with respect to the disclosure of a fund’s portfolio securities 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. The funds' 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 International Equity
ETF
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
9/1/13–
8/31/14
|
9/1/12–
8/31/13
|
9/1/11–
8/31/12
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
28.55
|
$
32.37
|
$
28.32
|
$
24.96
|
$
25.99
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.84
1
|
0.87
1
|
0.88
|
0.66
|
0.76
|
|
Net
realized and unrealized gains (losses)
|
(0.45)
|
(3.85)
|
3.87
|
3.42
|
(1.04)
|
|
Total
from investment operations
|
0.39
|
(2.98)
|
4.75
|
4.08
|
(0.28)
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.62)
|
(0.84)
|
(0.70)
|
(0.72)
|
(0.75)
|
|
Net
asset value at end of period
|
$
28.32
|
$
28.55
|
$
32.37
|
$
28.32
|
$
24.96
|
|
Total
return
|
1.47%
|
(9.27%)
|
16.90%
|
16.55%
|
(0.75%)
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.08%
|
0.08%
|
0.09%
2
|
0.09%
|
0.13%
|
|
Net
investment income (loss)
|
3.06%
|
2.86%
|
3.44%
|
3.03%
|
3.40%
|
|
Portfolio
turnover rate
3
|
5%
|
4%
|
7%
|
9%
|
8%
|
|
Net
assets, end of period (x 1,000)
|
$6,168,595
|
$4,042,603
|
$2,654,016
|
$1,464,105
|
$768,666
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective April 18, 2014, the annual operating expense
ratio was reduced to 0.08%. The ratio presented for the period ended 8/31/14 is a blended ratio.
3
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
Schwab International Small-Cap Equity ETF
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
9/1/13–
8/31/14
|
9/1/12–
8/31/13
|
9/1/11–
8/31/12
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
29.46
|
$
33.32
|
$
28.61
|
$
24.94
|
$
27.48
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.67
1
|
0.73
1
|
0.71
|
0.76
|
0.67
|
|
Net
realized and unrealized gains (losses)
|
0.50
|
(3.84)
|
4.90
|
3.72
|
(2.39)
|
|
Total
from investment operations
|
1.17
|
(3.11)
|
5.61
|
4.48
|
(1.72)
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.67)
|
(0.75)
|
(0.90)
|
(0.81)
|
(0.82)
|
|
Net
asset value at end of period
|
$
29.96
|
$
29.46
|
$
33.32
|
$
28.61
|
$
24.94
|
|
Total
return
|
4.12%
|
(9.29%)
|
19.84%
|
18.23%
|
(5.91%)
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.17%
2
|
0.18%
3
|
0.19%
|
0.21%
4
|
0.35%
|
|
Net
investment income (loss)
|
2.34%
|
2.40%
|
2.21%
|
2.86%
|
2.65%
|
|
Portfolio
turnover rate
5
|
23%
|
23%
|
16%
|
20%
|
25%
|
|
Net
assets, end of period (x 1,000)
|
$787,951
|
$609,773
|
$403,229
|
$280,422
|
$159,610
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective March 1, 2016,
the annual operating expense ratio was reduced. The ratio presented for the period ended 8/31/16 is a blended ratio.
3
Effective March 4, 2015, the annual operating expense ratio
was reduced. The ratio presented for the period ended 8/31/15 is a blended ratio.
4
Effective September 20, 2012, the annual operating expense
ratio was reduced. The ratio presented for the period ended 8/31/13 is a blended ratio.
5
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
Schwab Emerging Markets Equity ETF
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
9/1/13–
8/31/14
|
9/1/12–
8/31/13
|
9/1/11–
8/31/12
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
20.83
|
$
27.34
|
$
22.94
|
$
23.65
|
$
26.10
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)
|
0.58
1
|
0.66
1
|
0.63
|
0.50
|
0.63
|
|
Net
realized and unrealized gains (losses)
|
1.64
|
(6.49)
|
4.40
|
(0.65)
|
(2.51)
|
|
Total
from investment operations
|
2.22
|
(5.83)
|
5.03
|
(0.15)
|
(1.88)
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.49)
|
(0.68)
|
(0.63)
|
(0.56)
|
(0.57)
|
|
Net
asset value at end of period
|
$
22.56
|
$
20.83
|
$
27.34
|
$
22.94
|
$
23.65
|
|
Total
return
|
11.02%
|
(21.62%)
|
22.31%
|
(0.89%)
|
(7.04%)
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.14%
|
0.14%
|
0.14%
|
0.15%
|
0.25%
|
|
Net
investment income (loss)
|
2.85%
|
2.66%
|
2.89%
|
2.63%
|
2.96%
|
|
Portfolio
turnover rate
2
|
10%
|
8%
|
9%
|
15%
|
9%
|
|
Net
assets, end of period (x 1,000)
|
$2,009,874
|
$1,276,740
|
$1,273,840
|
$811,915
|
$515,595
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
The investment adviser for the
Schwab International Equity ETFs is Charles Schwab Investment Management, Inc. (CSIM or investment adviser), 211 Main Street, San Francisco, CA 94105. CSIM was founded in 1989 and as of November 30, 2016, managed approximately $296.9 billion in
assets.
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 the funds, expressed as a percentage of each fund's average daily net assets.
Schwab
International Equity ETF
|
0.07%
|
Schwab
International Small-Cap Equity ETF
|
0.16%
|
Schwab
Emerging Markets Equity ETF
|
0.13%
|
A discussion
regarding the basis for the Board of Trustees’ approval of each fund's investment advisory agreement is available in the funds’ 2016 annual report, which covers the period from September 1, 2015 through August 31, 2016.
Pursuant to the Investment Advisory Agreement
between the investment adviser and Schwab Strategic Trust (the Trust), on behalf of each fund, the investment adviser will pay the operating expenses of the fund, excluding interest expense, taxes, any brokerage expenses, and extraordinary or
non-routine expenses.
Agnes Hong, CFA,
Vice President and Senior Portfolio Manager, is responsible for the day-to-day
co-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 funds. 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 more than four years as a senior financial analyst
with Union Bank of California.
Chuck Craig, 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, Mr. Craig worked at Guggenheim Funds (formerly Claymore Group), where he spent
more than five years as a managing director of portfolio management and supervision, and three years as vice president of product research and development. Prior to that, he worked as an equity research analyst at First Trust Portfolios (formerly
Niké Securities), and a trader and analyst at PMA Securities, Inc.
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 funds’ SAI.
Distributor.
The funds’ Distributor is SEI Investments Distribution Co. The Distributor, located at 1 Freedom Valley Drive, Oaks, PA 19456, is a broker-dealer registered with the U.S. Securities and Exchange Commission (SEC). The Distributor distributes
Creation Units for the funds and does not maintain a secondary market in shares of the funds.
On the following pages, you
will find information on buying and selling shares. Most investors will invest in the funds by placing orders through their brokerage account at Charles Schwab & Co., Inc. (Schwab) or an account with another broker/dealer or other
intermediary. Authorized Participants (as defined in “Purchase and redemption of creation units,” below) may invest directly in the funds by placing orders for Creation Units through the funds’ Distributor (direct orders). Helpful
information on taxes is included as well.
Shares of the funds trade on national
securities exchanges and elsewhere during the trading day and can be bought and sold throughout the trading day like other shares of publicly traded securities. When buying or selling shares through a broker most investors will incur customary
brokerage commissions and charges. In addition, you may incur the cost of the “spread” — that is, any difference between the bid price and the ask price.
Shares of the funds trade under the following
trading symbols:
Schwab
International Equity ETF
|
SCHF
|
Schwab
International Small-Cap Equity ETF
|
SCHC
|
Schwab
Emerging Markets Equity ETF
|
SCHE
|
Shares of the funds
may be acquired or redeemed directly from the funds only in Creation Units or multiples thereof; as discussed in the “Creation and redemption” section below. Once created, shares of the funds trade in the secondary market in amounts less
than a Creation Unit. The funds do not impose any minimum investment for shares of the funds purchased on an exchange or in the secondary market. Except when aggregated in Creation Units, shares are not redeemable by the funds.
Share trading prices
As with other types of securities, the trading
prices of shares in the secondary market can be affected by market forces such as supply and demand, economic conditions and other factors. The price you pay or receive when you buy or sell your shares in the secondary market may be more (a premium)
or less (a discount) than the NAV of such shares.
The approximate value of shares of the funds
are disseminated every fifteen seconds throughout the trading day by the national securities exchange on which the funds are listed or by other information providers. This approximate value should not be viewed as a “real-time” update of
the NAV, because the approximate value may not be calculated in the same manner as the NAV, which is computed once per day. The approximate value generally is determined by using current market quotations and/or price quotations obtained from
broker-dealers that may trade in the portfolio securities held by the funds. The funds and investment adviser are not involved in, or responsible for, the calculation or dissemination of the approximate value and make no warranty as to its
accuracy.
Premium/discount information
Information showing the number
of days the market price of a fund’s shares was greater than the fund's NAV per share (i.e., at a premium) and the number of days it was less than the fund's NAV per share (i.e., at a discount) for various time periods is available by visiting
the funds’ website www.csimfunds.com.
Determination of net asset value
The NAV of a fund’s
shares is calculated as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4:00 p.m. Eastern time, on each day the NYSE is open for trading (each, a Business Day). NAV per share is calculated by dividing a
fund’s net assets by the number of the fund’s shares outstanding. 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 NAV as of the normally scheduled close of regular trading on the NYSE for that day.
In valuing their 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 investment adviser deems them unreliable, the funds may value securities based on fair values developed using methods
approved by the funds’ Board of Trustees.
The funds’ Board of Trustees has adopted
procedures, which include fair value methodologies, to fair value the funds’ securities when market prices are not “readily available” or are unreliable. For example, the funds 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. The funds’ fair
24
Investing in the
funds
value methodologies seek to
ensure that the prices at which the funds’ shares are purchased and redeemed are fair and do not result in dilution of shareholder interest or other harm to shareholders. Generally, when fair valuing a security, the funds will take into
account all reasonably available information that may be relevant to a particular valuation including, but not limited to, fundamental analytical data regarding the issuer, information relating to the issuer’s business, recent trades or offers
of the security, general and specific market conditions and the specific facts giving rise to the need to fair value the security. The funds make fair value determinations in good faith and in accordance with the fair value methodologies included in
the Board adopted valuation procedures. Due to the subjective and variable nature of fair value pricing, there can be no assurance that the funds could obtain the fair value assigned to the security upon the sale of such security.
Shareholders of the funds should be aware that
because foreign markets are often open on weekends and other days when the funds are closed, the value of the funds' portfolios may change on days when it is not possible to buy or sell shares of the funds.
Transactions in fund shares will be priced at
NAV only if you purchase or redeem shares directly from the funds in Creation Units. Fund shares that are purchased or sold on a national securities exchange will be effected at prevailing market prices, which may be higher or lower than NAV, and
may be subject to brokerage commissions and charges. As described below, purchases and redemptions of Creation Units will be priced at the NAV next determined after receipt of the purchase or redemption order.
Purchase and redemption of creation units
Creation and redemption
The shares that trade in the secondary market
are “created” at NAV. The funds issue and redeem shares only in Creation Units, which are large blocks of shares, typically 100,000 shares or more depending on the fund. Only institutional investors, who have entered into an authorized
participant agreement (known as Authorized Participants), may purchase or redeem Creation Units. Creation Units generally are issued and redeemed in exchange for a specified basket of securities approximating the holdings of the funds and/or a
designated amount of cash. Each Business Day, prior to the opening of trading, the funds publish the specific securities and designated amount of cash included in that day’s basket for the funds through the National Securities Clearing
Corporation (NSCC) or other method of public dissemination. The funds reserve the right to accept or pay out a basket of securities or cash that differs from the published basket. The prices at which creations and redemptions occur are based on the
next calculation of NAV after an order is received and deemed acceptable by the Distributor. Orders from Authorized Participants to create or redeem Creation Units will only be accepted on a Business Day and are also subject to acceptance by the
funds and the Distributor.
Creations and redemptions must
be made by an Authorized Participant or through a firm that is either a member of the Continuous Net Settlement System of the NSCC or a Depository Trust Company participant, and in each case, must have executed an agreement with the Distributor
with respect to creations and redemptions of Creation Unit aggregations. Information about the procedures regarding creation and redemption of Creation Units is included in the funds’ SAI.
Authorized participants and the continuous offering of
shares
Because new shares may be created
and issued on an ongoing basis, at any point during the life of the funds, a “distribution,” as such term is used in the Securities Act of 1933, as amended (Securities Act), may be occurring. Broker-dealers and other persons are
cautioned that some activities on their part may, depending on the circumstances, result in them being deemed participants in a distribution in a manner that could render them statutory underwriters and subject to the prospectus-delivery and
liability provisions of the Securities Act. Nonetheless, any determination of whether one is an underwriter must take into account all the relevant facts and circumstances of each particular case.
Broker-dealers should also note that dealers
who are not “underwriters,” but are participating in a distribution (as contrasted to ordinary secondary transactions), and thus dealing with shares that are part of an “unsold allotment” within the meaning of
Section 4(3)(C) of the Securities Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery
mechanism of Rule 153 under the Securities Act is only available with respect to transactions on a national securities exchange.
Creation and redemption transaction fees for creation
units
The funds may impose a creation
transaction fee and a redemption transaction fee to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units. The creation and redemption transaction fees applicable to the funds are listed below. The
standard creation transaction fee is charged to each purchaser on the day such purchaser creates a Creation Unit. The standard fee is a single charge and will be the amount indicated below regardless of the number of Creation Units purchased by an
investor on the same day. Similarly, the standard redemption transaction fee will be the amount indicated below regardless of the number of Creation Units redeemed that day. Purchasers and redeemers of Creation Units for cash will be subject to an
additional variable charge up to the maximum amount shown in the table below. This additional variable charge will offset the transaction costs to the funds of buying or selling portfolio securities. In addition, purchasers and redeemers of shares
in Creation Units are responsible for payment of the costs of
Investing in the
funds
25
transferring securities to or
out of the funds. From time to time, the investment adviser may cover the cost of any transaction fees when believed to be in the best interests of the funds.
The following table shows, as of November 30,
2016, the approximate value of one Creation Unit of each fund, including the standard and maximum additional creation and redemption transaction fee. These fees are payable only by investors who purchase shares directly from the funds. Retail
investors who purchase shares through their brokerage account will not pay these fees. Investors who use the services of a broker or other such intermediary may pay fees for such services.
Name
of Fund
|
Approximate
Value
of One Creation Unit
|
Standard
Creation/Redemption
Transaction Fee
|
Maximum
Additional Creation
Transaction Fee*
|
Maximum
Additional Redemption
Transaction Fee*
|
Schwab
International Equity ETF
|
$2,760,170
|
$15,000
|
3.0%
|
2.0%
|
Schwab
International Small-Cap Equity ETF
|
$2,906,590
|
$12,500
|
3.0%
|
2.0%
|
Schwab
Emerging Markets Equity ETF
|
$2,199,300
|
$6,000
|
3.0%
|
2.0%
|
* As
a percentage of total amount invested or redeemed
|
Transaction policies
Policy regarding short-term or
excessive trading.
The funds do not impose any restrictions on the frequency of purchases and redemptions of fund shares. When considering that a policy regarding short-term or excessive trading was not necessary
for the funds,
the Board
considered the structure of the funds as ETFs and that fund shares are purchased and redeemed directly with the fund only in large quantities
(Creation Units) by Authorized Participants who are authorized to purchase and redeem shares directly with the funds. Because purchase and redemption transactions with Authorized Participants are an essential part of the ETF process and help keep
ETF trading prices in line with NAV, the funds accommodate frequent purchases and redemptions by Authorized Participants. Frequent purchases and redemptions for cash may increase index tracking error and portfolio transaction costs and may lead to
realization of capital gains. Frequent in-kind creations and redemptions do not give rise to these concerns. The funds reserve the right to reject or limit any purchase order at any time.
The funds reserve the right to impose
restrictions on disruptive or abusive trading. Such trading is defined by the funds as purchases and sales of fund shares in amounts and frequency determined by the funds to be significant and in a pattern of activity that can potentially be
detrimental to the funds and their shareholders. Such adverse effects can include diluting the value of the shareholders’ holdings, increasing fund transaction costs, disrupting portfolio management strategy, incurring unwanted taxable gains,
or forcing funds to hold excess levels of cash. The funds may reject purchase or redemption orders in such instances. The funds also impose a transaction fee on Creation Unit transactions that is designed to offset the funds’ transfer and
other transaction costs associated with the issuance and redemption of the Creation Units. The Board may determine that policies and procedures regarding the frequency of purchases and redemptions of fund shares are necessary in the future.
Investments by Registered Investment Companies.
Section 12(d)(1) of the Investment Company Act of 1940,
as amended, restricts investments by registered investment companies in the securities of other investment companies,
including shares of the funds. Registered investment companies are permitted to invest in the funds beyond the limits set forth in section 12(d)(1), subject to certain terms and conditions set forth in an SEC exemptive order issued to the
Trust, including that such investment companies enter into an agreement with the funds.
Distributions and taxes
Any investment in the funds 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 your fund earns.
Distributions of net investment income, if any, and net realized capital gains, if any, generally are declared and paid once a year, although the
funds may do so more frequently as determined by the Board of Trustees. Each fund reserves the right to declare special distributions if, in its reasonable discretion, such action is necessary or advisable to preserve its status as a regulated
investment company or to avoid imposition of income or excise taxes on undistributed income or realized gains. Dividends and other distributions on shares of the funds are distributed on a pro rata basis to beneficial owners of such shares. During
the fourth quarter of the year, typically in early November, an estimate of the funds’ capital gain distributions, 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
26
Investing in the
funds
long you have held your shares in the fund. The maximum
individual rate applicable to long-term capital gains and qualified dividend income 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 of your shares is a taxable
event.
A sale of your shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held
for more than one year. Otherwise, the gain or loss on the taxable disposition of shares will be treated as short-term capital gain or loss. 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 certain threshold amounts.
At the beginning of every year, the funds
provide shareholders with information detailing the tax status of any distributions the funds paid during the previous calendar year.
Schwab customers also receive information on distributions and transactions in
their monthly account statements.
If you are investing through a taxable account
and purchase shares of a fund just before it declares a distribution, you may receive a portion of your investment back as a taxable distribution. This is because when a fund makes a distribution, the share price is reduced by the amount of the
distribution. You can avoid “buying a dividend,” as it is often called, by finding out if a distribution is imminent and waiting until afterwards to invest. Of course, you may decide that the opportunity to gain a few days of investment
performance outweighs the tax consequences of buying a dividend.
Shareholders in the funds may have additional
tax considerations as a result of foreign tax payments made by the funds.
Typically, these payments will reduce the funds’ dividends but, if eligible, a 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.
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 a fund, 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 gains 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 fund to enable the fund to determine whether withholding
is required.
Taxes on creation and redemption of
creation units
An Authorized Participant
who exchanges securities for Creation Units generally will recognize a gain or a loss equal to the difference between the market value of the Creation Units at the time of the exchange and the sum of the exchanger’s aggregate basis in the
securities surrendered and the cash component paid. A person who redeems Creation Units will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the sum of the aggregate market
value of the securities and the amount of cash received for such Creation Units. The Internal Revenue Service, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules
governing “wash sales,” or on the basis that there has been no significant change in economic position. Persons exchanging securities for Creation Units should consult a tax advisor with respect to whether wash sale rules apply and when
a loss might be deductible. Any capital gain or loss realized upon a redemption (or creation) of Creation Units is generally treated as long-term capital gain or loss if the funds’ shares (or securities surrendered) have been held for more
than one year and as short-term capital gain or loss if the shares (or securities surrendered) have been held for one year or less.
If you purchase or redeem Creation Units, you
will be sent a confirmation statement showing how many shares you purchased or sold and at what price. Persons purchasing or redeeming Creation Units should consult their own tax advisors with respect to the tax treatment of any creation or
redemption transaction.
Additional
information
Index provider
FTSE International Limited (FTSE) is an
independent company whose sole business is the creation and management of indexes and associated data services. FTSE calculates hundreds of thousands of indexes daily, including more than 1,400 real-time indexes. FTSE
®
is a
Investing in the
funds
27
trademark owned by London Stock Exchange Group companies (LSEG)
and is used by FTSE under license. FTSE is not affiliated with the funds, CSIM, the Distributor or any of their respective affiliates.
CSIM has entered into a license agreement with
FTSE to use the FTSE Developed ex US Index, FTSE Emerging Index and FTSE Developed Small Cap ex US Liquid Index (the Indexes). Fees payable under the license agreement are paid by CSIM. FTSE has no obligation to continue to provide the Indexes to
CSIM beyond the term of the license agreement.
Disclaimers
The funds are not in any way sponsored,
endorsed, sold or promoted by FTSE or by LSEG (together the Licensor Parties) and none of the Licensor Parties make any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the
Indexes and/or the figure at which the said Index stands at any particular time on any particular day or otherwise and/or the suitability of the Indexes for the purposes to which they are being put in connection with the funds. The Licensor Parties
make no representation or warranty, express or implied, to the owners of shares of the funds or any member of the public regarding the advisability of trading in the funds. None of the Licensor Parties have provided or will provide any financial or
investment advice or recommendation in relation to the Indexes to CSIM or its clients. The Indexes are compiled and calculated by FTSE or its agent. None of the Licensor Parties shall be liable (whether in negligence or otherwise) to any person for
any error in the Indexes and none of the Licensor Parties shall be under any obligation to advise any person of any error therein. FTSE
®
is a
trademark of LSEG and is used by FTSE under license. All rights in the Indexes vest in FTSE.
Shares of the funds are not sponsored,
endorsed or promoted by NYSE Arca, Inc. NYSE Arca makes no representation or warranty, express or implied, to the owners of the shares of the funds or any member of the public regarding the ability of a fund to track the total return performance of
its underlying index or the ability of the underlying index to track stock market performance. NYSE Arca is not responsible for, nor has it participated in, the determination of the compilation or the calculation of any underlying index, nor in the
determination of the timing of, prices of, or quantities of shares of the funds to be issued, nor in the determination or calculation of the equation by which the shares are redeemable. NYSE Arca has no obligation or liability to owners of the
shares of the funds in connection with the administration, marketing or trading of the shares of the funds.
NYSE Arca shall have no liability for damages,
claims, losses or expenses caused by any errors, omissions, or delays in calculating or disseminating any current index or portfolio value; the current value of the portfolio of securities required to be deposited to the funds; the amount of any
dividend equivalent payment or cash distribution to holders of shares of the funds; net asset value; or other information relating to the creation, redemption or trading of shares of the funds, resulting from any negligent act or omission by NYSE
Arca, or any act, condition or cause beyond the reasonable control of NYSE Arca, including, but not limited to, an act of God; fire; flood; extraordinary weather conditions; war; insurrection; riot; strike; accident; action of government;
communications or power failure; equipment or software malfunction; or any error, omission or delay in the reporting of transactions in one or more underlying securities. NYSE Arca makes no warranty, express or implied, as to results to be obtained
by any person or entity from the use of any underlying index or data included therein and NYSE Arca makes no express or implied warranties, and disclaims all warranties of merchantability or fitness for a particular purpose with respect to shares of
the funds or any underlying index or data included therein.
The funds and CSIM do not guarantee the
accuracy and/or the completeness of the indexes or any data included therein and shall have no liability for any errors, omissions, or interruptions therein. The funds and CSIM make no warranty, express or implied, as to results to be obtained by
the funds, or any other person or entity from the use of the indexes or any data included therein. The funds and CSIM make no express or implied warranties, and expressly disclaims all warranties, of merchantability or fitness for a particular
purpose or use with respect to the indexes or any data included therein, without limiting any of the foregoing, in no event shall the funds and CSIM have any liability for any lost profits or indirect, punitive, special or consequential damages
(including lost profits), even if notified of the possibility of such damages.
28
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 ETFs at 1-877-824-5615. In addition, you may visit Schwab ETFs website at www.csimfunds.com/schwabetfs_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 Number
Schwab
Strategic Trust
|
811-22311
|
REG51683-09
Schwab International Equity ETFs
Prospectus
December 29, 2016
Statement Of Additional Information
Schwab Equity ETFs
|
|
Schwab
U.S. Broad Market ETF™
|
SCHB
|
Schwab
U.S. Large-Cap ETF™
|
SCHX
|
Schwab
U.S. Large-Cap Growth ETF™
|
SCHG
|
Schwab
U.S. Large-Cap Value ETF™
|
SCHV
|
Schwab
U.S. Mid-Cap ETF™
|
SCHM
|
Schwab
U.S. Small-Cap ETF™
|
SCHA
|
Schwab
U.S. Dividend Equity ETF™
|
SCHD
|
|
|
Schwab
International Equity ETF™
|
SCHF
|
Schwab
International Small-Cap Equity ETF™
|
SCHC
|
Schwab
Emerging Markets Equity ETF™
|
SCHE
|
Principal U.S.
Listing Exchange: NYSE Arca, Inc.
December 29, 2016
The Statement of Additional Information (SAI) is not
a prospectus. It should be read in conjunction with each fund’s prospectus dated December 29, 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 reports for the fiscal year ended August 31, 2016, 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 ETFs™ at 1-877-824-5615 For TDD service call 1-800-345-2550. In addition, you may visit the Schwab ETFs’ website at www.csimfunds.com/schwabetfs_prospectus for a free copy of a prospectus,
SAI or an annual or semi-annual report.
Each
fund is a series of Schwab Strategic Trust (the Trust). The funds are part of the Schwab complex of funds (Schwab Funds).
Investment ObjectiveS, Strategies, Risks And Limitations
Investment Objectives
Each fund’s investment objective is not
fundamental and therefore may be changed by the funds’ Board of Trustees (the Board) without shareholder approval.
The Schwab U.S. Broad Market ETF seeks to track as
closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Broad Stock Market Index.
The Schwab U.S. Large-Cap ETF seeks to track as
closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Total Stock Market Index.
The Schwab U.S. Large-Cap Growth ETF seeks to track
as closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Growth Total Stock Market Index.
The Schwab U.S. Large-Cap Value ETF seeks to track
as closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Value Total Stock Market Index.
The Schwab U.S. Mid-Cap ETF seeks to track as
closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Mid-Cap Total Stock Market Index.
The Schwab U.S. Small-Cap ETF seeks to track as
closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Small-Cap Total Stock Market Index.
The Schwab U.S. Dividend Equity ETF seeks to track
as closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Dividend 100™ Index.
The Schwab International Equity ETF seeks to track
as closely as possible, before fees and expenses, the total return of the FTSE Developed ex US Index.
The Schwab International Small-Cap Equity ETF seeks
to track as closely as possible, before fees and expenses, the total return of the FTSE Developed Small Cap ex US Liquid Index.
The Schwab Emerging Markets Equity ETF seeks to
track as closely as possible, before fees and expenses, the total return of the FTSE Emerging Index.
There is no guarantee the funds will achieve their
investment objectives.
Description of
Indices
The Schwab U.S. Broad Market
ETF’s index, the Dow Jones U.S. Broad Stock Market Index, includes the largest 2,500 publicly traded U.S. companies for which pricing information is readily available. The index is a float-adjusted market capitalization weighted index that
reflects the shares of securities actually available to investors in the marketplace. As of August 31, 2016, the index was composed of 2,460 stocks.
The Schwab U.S. Large-Cap ETF’s index, the Dow
Jones U.S. Large-Cap Total Stock Market Index, includes the large-cap portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Large-Cap Total Stock Market Index includes the
components ranked 1-750 by full market capitalization. The index is a float-adjusted market capitalization weighted index. As of August 31, 2016, the index was composed of 742 stocks.
The Schwab U.S. Large-Cap Growth ETF’s index,
the Dow Jones U.S. Large-Cap Growth Total Stock Market Index, includes the large-cap growth portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Large-Cap Growth Total Stock
Market Index includes the components ranked 1-750 by full market capitalization and that are classified as “growth” based on a number of factors. The index is a float-adjusted market capitalization weighted index. As of August 31, 2016,
the index was composed of 411 stocks.
The
Schwab U.S. Large-Cap Value ETF’s index, the Dow Jones U.S. Large-Cap Value Total Stock Market Index, includes the large-cap value portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The
Dow Jones U.S. Large-Cap Value Total Stock Market Index includes the components ranked 1-750 by full market capitalization and that are classified as “value” based on a number of factors. The index is a float-adjusted market
capitalization weighted index. As of August 31, 2016, the index was composed of 331 stocks.
The Schwab U.S. Mid-Cap ETF’s index, the Dow
Jones U.S. Mid-Cap Total Stock Market Index, includes the mid-cap portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Mid-Cap Total Stock Market Index includes the components
ranked 501-1000 by full market capitalization. The index is a float-adjusted market capitalization weighted index. As of August 31, 2016, the index was composed of 484 stocks.
The Schwab U.S. Small-Cap ETF’s index, the Dow
Jones U.S. Small-Cap Total Stock Market Index, includes the small-cap portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S.
Small-Cap Total Stock Market
Index includes the components ranked 751-2500 by full market capitalization. The index is a float-adjusted market capitalization weighted index. As of August 31, 2016, the index was composed of 1,718 stocks.
The Schwab U.S. Dividend Equity ETF’s index,
the Dow Jones U.S. Dividend 100 Index, is designed to measure the performance of high dividend yielding stocks issued by U.S. companies that have a record of consistently paying dividends, selected for fundamental strength relative to their peers,
based on financial ratios. The 100-component index is a subset of the Dow Jones U.S. Broad Market Index, excluding real estate investment trusts (REITs), master limited partnerships, preferred stocks and convertibles. It is modified market
capitalization weighted.
The Schwab
International Equity ETF’s index, the FTSE Developed ex US Index, is comprised of large and mid capitalization companies in developed countries outside the United States, as defined by the index provider. The index defines the large and mid
capitalization universe as approximately the top 90% of the eligible universe. As of August 31, 2016, the index was composed of 1,479 stocks in 24 developed market countries.
The Schwab International Small-Cap Equity
ETF’s index, the FTSE Developed Small Cap ex US Liquid Index, is comprised of small capitalization companies in developed countries outside the United States, as defined by the index provider. The index defines the small capitalization
universe as approximately the bottom 10% of the eligible universe with a minimum free float capitalization of $150 million. As of August 31, 2016, the index was composed of 2,012 stocks in 25 developed market countries.
The Schwab Emerging Markets Equity ETF’s
index, the FTSE Emerging Index, is comprised of large and mid capitalization companies in emerging market countries, as defined by the index provider. The index defines the large and mid capitalization universe as approximately the top 90% of the
eligible universe. As of August 31, 2016, the index was composed of 972 stocks in 23 emerging market countries.
Index Providers and Disclaimers
S&P Dow Jones Indices LLC (S&P Dow Jones
Indices) is a full service index provider that develops, maintains, and licenses indices for use as benchmarks and as the basis of investment products. Charles Schwab Investment Management, Inc. (CSIM) has entered into a license agreement with
S&P Dow Jones Indices to use the Indices (as defined below). Fees payable under the license agreement are paid by CSIM. S&P Dow Jones Indices has no obligation to continue to provide the Indices to CSIM beyond the term of the license
agreement.
Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones) and Dow Jones U.S. Broad Stock Market Index, Dow Jones U.S. Large-Cap Total
Stock Market Index, Dow Jones U.S. Large-Cap Growth Total Stock Market Index, Dow Jones U.S. Large-Cap Value Total Stock Market Index, Dow Jones U.S. Mid-Cap Total Stock Market Index, Dow Jones U.S. Small-Cap Total Stock Market Index, and Dow Jones
U.S. Dividend 100™ Index are trademarks of S&P Dow Jones Indices and/or its affiliates. The Dow Jones U.S. Broad Stock Market Index, Dow Jones U.S. Large-Cap Total Stock Market Index, Dow Jones U.S. Large-Cap Growth Total Stock Market
Index, Dow Jones U.S. Large-Cap Value Total Stock Market Index, Dow Jones U.S. Mid-Cap Total Stock Market Index, Dow Jones U.S. Small-Cap Total Stock Market Index, and Dow Jones U.S. Dividend 100™ Index (the Indices) are products of S&P
Dow Jones Indices, and have been licensed for use by CSIM. 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. Mid-Cap ETF™, Schwab
U.S. Small-Cap ETF™, and Schwab U.S. Dividend Equity ETF™ are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices, Dow Jones, any of their third party licensors, or any of their respective affiliates (collectively,
S&P Dow Jones Indices Entities). S&P Dow Jones Indices Entities do not make any representation or warranty, express or implied, to the owners of the funds or any member of the public regarding the advisability of investing in securities
generally or in the funds particularly or the ability of the Indices to track general market performance. S&P Dow Jones Indices Entities’ only relationship to CSIM with respect to the Indices is the licensing of the Indices and certain
trademarks, service marks and/or trade names of S&P Dow Jones Indices Entities. The Indices are determined, composed and calculated by S&P Dow Jones Indices Entities without regard to CSIM or the funds. S&P Dow Jones Indices Entities
have no obligation to take the needs of CSIM or fund shareholders into consideration in determining, composing or calculating the Indices. S& P Dow Jones Indices Entities are not responsible for and have not participated in the determination of
the prices, and amount of the funds or the timing of the issuance or sale of the funds or in the determination or calculation of the equation by which the funds are to be converted into cash or redeemed, as the case may be. S&P Dow Jones Indices
Entities have no obligation or liability in connection with the administration, marketing or trading of the funds. There is no assurance that investment products based on the Indices will accurately track index performance or provide positive
investment returns. S&P Dow Jones Indices and its subsidiaries are not investment advisors. Inclusion of a security within the Indices is not a recommendation by S&P Dow Jones Indices Entities to buy, sell, or hold such security, nor is it
considered to be investment advice.
S&P
DOW JONES INDICES ENTITIES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDICES OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC
COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES ENTITIES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES ENTITIES MAKE NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY CSIM, FUND SHAREHOLDERS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES ENTITIES 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 ADVISED OF THE POSSIBLITY 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
ENTITIES AND CSIM, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES ENTITIES.
FTSE International Limited (FTSE) is an independent
company whose sole business is the creation and management of indexes and associated data services. FTSE calculates hundreds of thousands of indexes daily, including more than 1,400 real-time indexes. FTSE
®
is a trademark owned by London Stock Exchange Group companies (LSEG) and is used by FTSE under license. FTSE is not affiliated with the funds, CSIM
(as defined herein), the Distributor (as defined herein) or any of their respective affiliates. The funds are not in any way sponsored, endorsed, sold or promoted by FTSE or by LSEG (together the Licensor Parties) and none of the Licensor Parties
make any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the Indexes and/or the figure at which the said Index stands at any particular time on any particular day or otherwise
and/or the suitability of the Indexes for the purposes to which they are being put in connection with the funds. The Licensor Parties make no representation or warranty, express or implied, to the owners of shares of the funds or any member of the
public regarding the advisability of trading in the funds. None of the Licensor Parties have provided or will provide any financial or investment advice or recommendation in relation to the Indexes to CSIM or its clients. The Indexes are compiled
and calculated by FTSE or its agent. None of the Licensor Parties shall be liable (whether in negligence or otherwise) to any person for any error in the Indexes and none of the Licensor Parties shall be under any obligation to advise any person of
any error therein. FTSE
®
is a trademark of LSEG and is used by FTSE under license. All rights in the Indexes vest in FTSE. FTSE and LSEG make no
representation or warranty, express or implied, to the owners of shares of the funds or any member of the public regarding the advisability of trading in the funds, and make no warranty or representation whatsoever, expressly or impliedly, either as
to the results to be obtained from the use of the FTSE Indexes and/or the figure at which the said FTSE Index stands at any particular time on any particular day or otherwise.
Shares of the funds are not sponsored, endorsed or
promoted by NYSE Arca Inc. NYSE Arca makes no representation or warranty, express or implied, to the owners of the shares of the funds or any member of the public regarding the ability of the funds to track the total return performance of any
underlying index or the ability of the underlying index to track stock market performance. NYSE Arca is not responsible for, nor has it participated in, the determination of the compilation or the calculation of an underlying index, nor in the
determination of the timing of, prices of, or quantities of shares of the funds to be issued, nor in the determination or calculation of the equation by which the shares are redeemable. NYSE Arca has no obligation or liability to owners of the
shares of the funds in connection with the administration, marketing or trading of the shares of the funds.
NYSE Arca shall have no liability for damages,
claims, losses or expenses caused by any errors, omissions, or delays in calculating or disseminating any current index or portfolio value the current value of the portfolio of securities required to be deposited to the funds; the amount of any
dividend equivalent payment or cash distribution to holders of shares of the funds; net asset value; or other information relating to the creation, redemption or trading of shares of the funds, resulting from any negligent act or omission by NYSE
Arca, or any act, condition or cause beyond the reasonable control of NYSE Arca, including, but not limited to, an act of God; fire; flood; extraordinary weather conditions; war; insurrection; riot; strike; accident; action of government;
communications or power failure; equipment or software malfunction; or any error, omission or delay in the reporting of transactions in one or more underlying securities. NYSE Arca makes no warranty, express or implied, as to results to be obtained
by any person or entity from the use of any underlying index or data included therein and NYSE Arca makes no express or implied warranties, and disclaims all warranties of merchantability or fitness for a particular purpose with respect to shares of
the funds or any underlying index or data included therein.
Fund Investment Policies
The Schwab U.S. Broad Market ETF
will, under normal circumstances, invest at least 90% of its net assets in the stocks of its 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 Schwab U.S. Large-Cap ETF will, under normal
circumstances, invest at least 90% of its net assets in the stocks of its 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 Schwab
U.S. Large-Cap Growth ETF will, under normal circumstances, invest at least 90% of its net assets in the stocks of its 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 Schwab U.S. Large-Cap Value
ETF will, under normal circumstances, invest at least 90% of its net assets in the stocks of its 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 Schwab U.S. Mid-Cap ETF will, under normal
circumstances, invest at least 90% of its net assets in the stocks of its 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 Schwab
U.S. Small-Cap ETF will, under normal circumstances, invest at least 90% of its net assets in the stocks of its 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 Schwab U.S. Dividend Equity ETF will, under
normal circumstances, invest at least 90% of its net assets in the stocks of its 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
Schwab International Equity ETF will, under normal circumstances, invest at least 90% of its net assets in the stocks of its index, including depositary receipts representing securities of the index; which may be in the form of American Depositary
Receipts (ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts (EDRs). 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 Small-Cap Equity ETF will, under normal circumstances, invest at least 90% of its net assets in the stocks of its index, including depositary receipts representing securities of the index; which may be in the form of ADRs, GDRs
and EDRs. 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 Emerging Markets Equity ETF will, under
normal circumstances, invest at least 90% of its net assets in the stocks of its index, including depositary receipts representing securities of the index; which may be in the form of ADRs, GDRs and EDRs. 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.
Investments, Risks and Limitations
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, except with respect to limitations on borrowing and futures and
option contracts, 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.
From time to time the funds may
hold certain securities not otherwise discussed in this SAI as a permissible investment for a particular fund. For example, a fund may invest in certain types of securities to the extent its index does even if the types of securities have not been
identified as part of the fund’s principal or non-principal investment strategy. To the extent an investment becomes part of a fund’s principal or non-principal investment strategy, the fund will take the necessary steps to identify them
as permissible investments. In addition, a fund may receive (i.e., not actively invest) certain securities as a result of a corporate action, such as securities dividends, spin-offs or rights issues. In such cases, the fund will not actively add to
its position and generally will dispose the securities as soon as reasonably practicable.
Principal
Investment Strategies
Unless otherwise indicated, the following investments may be used as part of each fund’s principal investment strategy.
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. As part of each fund’s principal investment strategy, each fund will concentrate its
investments in a particular industry or group of industries only to approximately the same extent that its benchmark index concentrates in the securities of such particular industry or group of industries.
Depositary Receipts
(Principal investment for the Schwab International Equity ETF, Schwab International Small-Cap Equity ETF and Schwab Emerging Markets Equity ETF. Permissible non-principal investment for all other funds to the extent a fund's benchmark index includes
a security that has been classified as a depositary receipt.) Depositary receipts include ADRs as well as other “hybrid” forms of ADRs, such as EDRs and GDRs, 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; 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 the 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 will generally be subject to certain CFTC
regulatory requirements, if it is considered a “commodity pool.” 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 CPO under the CEA. 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 CPO under the CEA. If a fund or its investment adviser is subject to CFTC regulation, it may incur
additional expenses and/or may choose to make changes to its investment strategies.
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 certain shareholder transactions in and out of it 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
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 the 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 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 it effects 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 may
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 with limited redeemability. The funds are diversified exchange traded
funds. Diversification does not eliminate the risk of market loss. When formed, the Schwab U.S. Dividend Equity ETF was sub-classified as a “non-diversified” fund, as defined in the Investment Company Act of 1940, as amended (the 1940
Act). However, due to the Schwab U.S. Dividend Equity ETF’s principal investment strategy and investment process, it has historically operated as a “diversified” fund. Therefore, the Schwab U.S. Dividend Equity ETF will not operate
in the future as a “non-diversified” fund without first obtaining shareholder approval, except as allowed pursuant to the 1940 Act and rules or interpretations thereof.
Emerging or Developing Markets
(Principal investment for the Schwab Emerging Markets Equity ETF only. Permissible non-principal investment for all other funds.) 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 market 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 REITs. (For more information on REITs, see the section titled “Real Estate Investment Trusts” and for more information on
depositary receipts, see the section titled “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.
Preferred
stocks
are a permissible non-principal investment for each fund. 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 a permissible non-principal investment for each fund. 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 convertible 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.
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 of 1986,
as amended (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, see the section titled “Securities of Other Investment Companies”).
Rights and
Warrants
are a permissible non-principal investment for each fund. 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
.
As part of its non-principal investment strategy, each 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)
. As part of its non-principal investment strategy, each fund may purchase units of MLPs. MLPs are limited partnerships or limited
liability companies, whose partnership units or limited liability interests are listed and traded on a U.S. securities exchange, and are treated as publicly traded partnerships for federal income tax purposes. To qualify to be treated as a
partnership for tax purposes, an MLP must receive at least 90% of its income from qualifying sources as set forth in Section 7704(d) of the Internal Revenue Code. These qualifying sources include activities such as the exploration, development,
mining, production, processing, refining, transportation, storage and marketing of mineral or natural resources. MLPs generally have two classes of owners, the general partner and limited partners. MLPs that are formed as limited liability companies
generally have two analogous classes of owners, the managing member and the members. For purposes of this section, references to general partners also apply to managing members and references to limited partners also apply to members. 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 equity interest of as much as 2% in the
MLP plus, in many cases, ownership of common units and subordinated
units. Limited partners own the remainder of the MLP through ownership of common units and have a limited role in the MLP’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 or MQD). Common and general partner interests also accrue arrearages in distributions to
the extent the MQD is not paid. Once common and general partner interests have been paid, subordinated units receive distributions of up to the MQD; however, subordinated units do not accrue arrearages. Distributable cash in excess of the MQD 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 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 benefit all security
holders of the MLP.
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 such as the funds. 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.
Exchange-Traded Funds
(ETFs) such as the funds or Standard and Poor’s Depositary Receipts (SPDRs) Trusts, are investment companies that typically are registered under the 1940 Act as open-end funds (as is the funds’ case) 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. Market prices of ETF shares will fluctuate, sometimes rapidly and materially, in response to various factors including changes in the ETF’s net asset value, the value of ETF holdings, and
supply of and demand for ETF shares. Although the creation/redemption feature of ETFs generally makes it more likely that ETF shares will trade close to their net asset value, market volatility, lack of an active trading market for ETF shares,
disruptions at market participants (such as Authorized Participants or market makers) and any disruptions in the ordinary functioning of the creation/redemption process may result in ETF shares trading significantly above (at a
“premium”) or below (at a “discount”) their net asset value. An ETF’s investment results are based on the ETF’s daily net asset value. Investors transacting in ETF shares in the secondary market, where market
prices may differ from net asset value, may experience investment results that differ from results based on the ETF’s daily 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.
Foreign Securities
(Principal investment of the Schwab International Equity ETF, Schwab International Small-Cap Equity ETF and Schwab Emerging Markets Equity ETF only. Permissible non-principal investment for all other funds). 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. A fund’s investments in
foreign securities may include securities of issuers domiciled in a foreign jurisdiction but which are listed on a U.S. exchange and included in the fund’s index, as well as securities generally available in foreign markets. 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. 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, which 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.
In a recent referendum, citizens
of the United Kingdom (the UK) voted to withdraw from the European Union (the EU), which caused significant volatility in global financial markets. It is expected that the UK will withdraw from the EU (commonly referred to as Brexit) within two
years after the UK formally notifies the European Council of its intention to withdraw. However, there is significant uncertainty regarding the potential consequences and precise timeframe for Brexit. During this period of uncertainty, the UK and
European economies and the broader global economy may experience increased volatility and illiquidity, and companies that conduct a significant amount of business in the UK or Europe may experience lower revenue and/or profit growth, all of which
may adversely affect the value of a fund’s investments. The Brexit also may cause additional member states to contemplate departing the EU, which would likely perpetuate political and economic instability in the region and cause additional
market disruption in global financial markets.
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 seeks to invest so that its
portfolio performs similarly to that of its index. Each fund will seek over time a correlation between its performance and that of its index, before fees and expenses, of 0.95 or better. Correlation for each fund is calculated daily, according to a
mathematical formula which measures correlation between a fund’s portfolio and benchmark index returns. Each fund may rebalance its holdings in order to track its
index more closely. A perfect correlation of 1.0 is unlikely as the
funds incur operating and trading expenses unlike their indices. 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 spin-offs), 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.
Mid-Cap Stocks
(Principal investment for the Schwab U.S. Broad Market ETF, Schwab U.S. Mid-Cap ETF, Schwab U.S. Dividend Equity ETF, Schwab International Equity ETF, and Schwab Emerging Markets Equity ETF. Permissible non-principal investment for each other fund.)
Mid-Cap Stocks include common stocks issued by operating companies with market capitalizations that place them between the upper and lower end of the stock market, as well as the stocks of companies that are determined to be mid-sized based on
several factors, including the capitalization of the company and the amount of revenues. Historically, mid-cap stocks have been riskier than large-cap stocks. Mid-cap companies themselves may be more vulnerable to adverse business or economic events
than larger, more established companies. Stock prices of mid-sized companies may be based in substantial part on future expectations rather than current achievements and may move sharply, especially during market upturns and downturns. During a
period when mid-cap stocks fall behind other types of investments
—
large-cap stocks,
for instance
—the fund’s mid-cap holdings could reduce performance.
Mid-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. Mid-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 smaller management group. In addition, mid-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. Mid-cap company stocks may pay low or no dividends. These factors and others may cause sharp changes in the value of a mid-cap company’s stock, and even cause some mid-cap companies to fail. While mid-cap stocks are
generally considered to offer greater growth opportunities for investors than large-cap stocks, they involve greater risks and the share price of a fund that invests in mid-cap stocks may change sharply during the short term and long term.
Money Market Securities.
The funds must keep a portion of their assets in cash for business operations. In order to reduce the effect this otherwise uninvested cash would have on performance, a fund may invest in money market securities. 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, banker’s 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. Banker’s
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. To reduce the effect this otherwise uninvested cash would have on its performance, a fund may invest in money market securities. 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 that (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.
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 it 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 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) BDCs that generally invest in, and provide services to, privately-held companies
or thinly-traded public companies (see the sub-section entitled “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) UITs that generally offer a fixed number of redeemable shares. Certain open-end funds, closed-end funds and UITs are traded on exchanges.
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 U.S. Securities and Exchange Commission (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 investments 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 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 certain other investment companies (most typically ETFs), the funds may rely on
an exemption from the limitations of the 1940 Act granted by the SEC to such other investment companies that restrict the amount of securities of those investment companies 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.”
Small-Cap Stocks
(Principal investment for the Schwab U.S. Broad Market ETF, Schwab U.S. Small-Cap ETF, Schwab U.S. Dividend Equity ETF and Schwab International Small-Cap Equity ETF only. Permissible non-principal investment for each
other fund.) 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 company stocks have been riskier than stocks issued by large- or mid-cap companies for a variety of reasons. Small-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 company stocks pay low or no dividends.
These factors and others may cause sharp changes in
the value of a small 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 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.
Stock Substitution Strategy
is a strategy, whereby each fund may, in certain circumstances, substitute a similar stock for a security in its index. For example, a stock issued by a foreign corporation and included in a fund’s index may not
be available for purchase by the fund because the fund does not reside in the foreign country in which the stock was issued. However, the foreign corporation may have issued a series of stock that is sold only to foreign investors such as a fund. In
these cases, a fund may buy that issue as a substitute for the security included in its index. Each fund may invest up to 10% of its assets in stocks that are designed to substitute for securities 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 (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. 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. Of course 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. The new amendment is designed to put Fannie Mae and Freddie Mac in a better position to service
their debt because Fannie Mae and Freddie Mac no longer have to borrow from the U.S. Treasury to make fixed dividend payments. Under the new arrangement, Fannie Mae and Freddie Mac are required to reduce their investment portfolios over time.
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. The future
for Fannie Mae and Freddie Mac remains uncertain. The U.S. Congress continues to evaluate proposals to reduce the U.S. government’s role in the mortgage market and to wind down, restructure, consolidate, or privatize 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.
In accordance with recommendations made by the
Treasury Market Practices Group, to the extent the funds enter into transactions involving U.S. Treasury securities, agency debt instruments issued by Fannie Mae, Freddie Mac and the Federal Home Loans Banks, and agency-pass-through MBS issued or
guaranteed by Fannie Mae, Freddie Mac and Ginnie Mae, the funds may pay “fails charges” to or be owed “fails charges” from a counterparty, in connection with certain trade settlement charges.
Non-Principal
Investment Strategies
The following investments may be used as part of each fund’s non-principal investment strategy:
Borrowing.
A fund
may borrow money from banks or through the Schwab Funds interfund borrowing and lending facility (as described below) for any purpose in an amount up to 1/3 of the fund’s total assets (not including temporary borrowings of 5% or less for only
the Schwab U.S. Mid-Cap ETF and the Schwab U.S. Dividend Equity ETF). 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. Provisions of the 1940 Act, as amended, require the funds to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception
for certain temporary or emergency borrowings not exceeding 5% of the fund’s total assets. If the 300% asset coverage should decline as a result of market fluctuations or other reasons, the funds may be required to sell some of its portfolio
holdings within three days (not including Sundays and holidays) to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.
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 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. A 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. A fund will pay a fee to the bank for using the lines.
Delayed-Delivery Transactions
include purchasing and selling securities on a delayed-delivery or when-issued basis. These transactions involve a commitment to buy or sell specific securities at a predetermined price or yield, with payment and
delivery taking place after the customary settlement period for that type of security. When purchasing securities on a delayed-delivery basis, a fund assumes the rights and risks of ownership, including the risk of price and yield fluctuations.
Typically, no interest will accrue to a fund until the security is delivered. A fund will earmark or segregate appropriate liquid assets to cover its delayed-delivery purchase obligations. When a fund sells a security on a delayed-delivery basis, a
fund does not participate in further gains or losses with respect to that security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, a fund could suffer losses.
Foreign Currency Transactions
(Non-principal investments of the Schwab International Equity ETF, the Schwab International Small-Cap Equity ETF and the Schwab Emerging Markets Equity ETF only). 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 on a spot (cash) basis at the rate prevailing in the currency exchange market at
the time. A fund may engage in these transactions 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 futures to increase exposure to a
foreign currency or to shift exposure to foreign currency fluctuations from one country to another.
Buying and selling foreign
currency options and foreign currency futures contracts and related options 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 the currency transactions 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. A funds’ 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.
A
fund may buy or sell foreign currency options and foreign currency futures contracts and related options under the same circumstances, and such use is subject to the same risks and costs, as those set forth in the sub-section “Futures
Contracts” (under the section titled “Derivative Instruments”) with respect to the fund’s use of forward foreign currency exchange contracts.
Illiquid Securities
generally are any securities that cannot be disposed of promptly and 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. Each fund may not invest more than 15% of its net assets in illiquid securities. In the event that a subsequent change in net assets or other circumstances cause
a fund to exceed this limitation, the fund will take steps to bring the aggregate amount of illiquid instruments back within the limitations as soon as reasonably practicable. Any security may become illiquid in times of market
dislocation.
In making liquidity
determinations before purchasing a particular security, the investment adviser considers a number of factors including, but not limited to: the nature and size of the security; the number of dealers that make a market in the security; and data which
indicates that a security’s price has not changed for a period of a week or longer. After purchase, it is the investment adviser’s policy to maintain awareness of developments in the marketplace that could cause a change in a
security’s liquid or illiquid status. Investments currently not considered liquid include repurchase agreements not maturing within seven days and certain restricted securities.
Interfund Borrowing and Lending.
A fund may borrow money from and/or lend money to other funds/portfolios in the Schwab Funds complex, including traditional mutual funds/portfolios not discussed in this SAI or in the corresponding prospectus. 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. These conditions include, for example, that a fund’s participation in the credit facility must be consistent with its investment policies and limitations and organizational documents;
no fund may lend to another fund through the interfund lending facility if the loan would cause the aggregate outstanding loans through the credit facility to exceed 15% of the lending fund’s current net assets at the time of the loan; and
that a fund’s interfund loans to any one fund shall not exceed 5% of the lending fund’s net assets. With respect to the funds discussed in this SAI, a fund lending to another fund may forego gains which could have been made had those
assets been invested in securities of its applicable underlying index. The interfund lending facility is subject to the oversight and periodic review of the Board.
Non-Publicly Traded Securities and Private Placements.
A fund may receive 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 sold 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. Though the funds do not intend to purchase these securities, they may receive such securities as a result of another transaction, such as the spin-off of a company’s subsidiary to a separate entity.
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. 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.
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 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 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. Repurchase agreements are the economic
equivalents of loans.
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 Securities 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 the 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.
Investment Limitations
The investment limitations below may be changed only
by vote of a majority of the outstanding voting securities of the applicable fund.
Under the 1940 Act, a “vote of a majority of the outstanding voting securities” of a fund means the affirmative vote of
the lesser of (1) more than 50% of the outstanding shares of the fund or (2) 67% or more of the shares present at a shareholders meeting if more than 50% of the outstanding shares are represented at the meeting in person or by proxy.
EACH FUND (EXCEPT THE SCHWAB U.S.
DIVIDEND EQUITY ETF
1
) 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.
|
IN ADDITION, 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, except that each fund will concentrate to approximately the same extent that its benchmark index concentrates in the securities of such particular industry or group of industries.
|
(2)
|
Purchase
or sell commodities, commodities contracts or real estate, lend or borrow money, issue senior securities, underwrite securities issued by others, or pledge, mortgage or hypothecate any of its assets, except as permitted by (or not prohibited by)
the 1940 Act or 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 such as with respect to investments in obligations issued or guaranteed by the U.S. government or its agencies and
instrumentalities, or tax-exempt obligations of state or municipal governments and their political subdivisions.
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 a
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 the fundamental investment policy governing such investments. Each fund has adopted the 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 a fund from issuing senior securities, although it provides allowances for certain
1
|
The Schwab U.S.
Dividend Equity ETF has not adopted this fundamental investment policy limitation and it was sub-classified as a “non-diversified” fund, as defined in the 1940 Act, when formed. However, due to the Schwab U.S. Dividend Equity ETF’s
principal investment strategy and investment process, it has historically operated as a “diversified” fund. Therefore, the Schwab U.S. Dividend Equity ETF will not operate in the future as a “non-diversified” fund without
first obtaining shareholder approval, except as allowed pursuant to the 1940 Act and rules or interpretations thereof.
|
borrowings and certain other investments, such as
short sales, reverse repurchase agreements, and firm commitment agreements, 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.
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)
|
Borrow money
except that each fund, except for the Schwab U.S. Mid-Cap ETF and the Schwab U.S. Dividend Equity ETF, 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). The Schwab U.S. Mid-Cap ETF and the Schwab U.S. Dividend Equity ETF may (i) borrow money from banks or through an interfund lending facility, if any, and engage in reverse repurchase
agreements with any party provided that such borrowings and reverse repurchase agreements in combination do not exceed 33 1/3% of its total assets, including the amount borrowed (but not including temporary or emergency borrowings not exceeding 5%);
and (ii) may borrow an additional amount up to 5% of its assets for temporary or emergency purposes.
|
(5)
|
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).
|
(6)
|
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 the index the fund is designed to track is also so concentrated).
|
(7)
|
Purchase
or sell commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that a fund may (i) purchase securities of companies that deal in real estate or interests therein (including REITs); (ii)
purchase securities of companies that deal in precious metals or interests therein; and (iii) purchase, sell and enter into futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on futures
contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments.
|
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, a fund will take steps to bring the aggregate amount of
illiquid instruments back within the limitations as soon as reasonably practicable.
Continuous Offering
The funds offer and issue shares at their net asset
value per share or NAV only in aggregations of a specified number of shares (Creation Units). The method by which Creation Units are created and trade may raise certain issues under applicable securities laws. Because new Creation Units are issued
and sold by the funds on an ongoing basis, at any point a “distribution,” as such term is used in the Securities Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the
circumstances, result in their being deemed participants in a distribution in a manner that could render them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the Securities Act.
For example, a broker-dealer firm or its client may
be deemed a statutory underwriter if it takes Creation Units after placing an order with the fund's distributor, breaks them down into constituent shares, and sells such shares directly to customers, or if it chooses to couple the creation of a
supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and
circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to categorization as an
underwriter.
Broker-dealer firms should also
note that dealers who are not “underwriters” but are effecting transactions in shares, whether or not participating in the distribution of shares, generally are required to deliver a prospectus. This is because the prospectus delivery
exemption in Section 4(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. Firms that incur a prospectus delivery obligation with respect to shares of the fund are reminded that,
pursuant to Rule 153 under the Securities Act, a prospectus delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with the sale on an exchange is satisfied by the fact that the prospectus is
available at the exchange upon request. The prospectus delivery mechanism provided in Rule 153 is only available with respect to transactions on an exchange.
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 the funds. The Trustees met six times during the most
recent fiscal year.
Certain Trustees are
“interested persons.” A Trustee is considered an interested person of the Trust under the 1940 Act if he or she is an officer, director, or an employee of CSIM. 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 (CSC), a publicly traded company and the parent company of CSIM.
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 November 30,
2016, included 108 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 Laudus 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 Schwab Funds and Laudus Funds. The tables below provide information about the Trustees and officers for the Trust, 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.
|
108
|
Director,
PS Business Parks, Inc. (2005-2012)
|
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
|
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 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).
|
108
|
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).
|
108
|
None
|
David
L. Mahoney
1954
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2011; Schwab Strategic Trust since 2016)
|
Private
Investor.
|
108
|
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 and Laudus 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).
|
108
|
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).
|
108
|
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 and Laudus 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).
|
108
|
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 since 2010; Schwab Strategic Trust since 2016)
|
Chairman,
Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (Mar. 1990-present).
|
108
|
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 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).
|
108
|
Board
Member and Chairman of the Audit Committee, Ionis 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 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).
|
108
|
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).
|
108
|
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).
|
108
|
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 and Laudus 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 and Laudus 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 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 (Apr. 2005-present).
|
Omar
Aguilar
1970
Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab
Strategic Trust and Laudus Trust since 2011)
|
Senior
Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies, 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 and Laudus
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 and Laudus 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 and Laudus 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 the 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
Board.
|
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 CSC and an interested person of the Trust as that term is defined in the 1940 Act. The Board is comprised of a super-majority (75 percent) of Trustees who are not interested
persons of the Trust (i.e., independent trustees). The Trust does not have a single lead independent trustee. 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 in
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, 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 four 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 four 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 adviser. 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 four times during the most recent fiscal year.
Trustee Compensation
The following table provides
Trustee compensation for the fiscal year ending August 31, 2016 earned with respect to the funds in this SAI and the Fund Complex. Trustee compensation for the Trust is paid by CSIM.
Name
of Trustee
|
Aggregate
Compensation
from the Funds in this SAI
|
Pension
or Retirement
Benefits
Accrued as Part of Fund
Expenses
|
Total
Compensation from the
Funds and Fund Complex Paid to Trustees
|
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
|
$50,238
|
N/A
|
$248,000
|
John
F. Cogan
1
|
$23,662
|
N/A
|
$304,500
|
Stephen
Timothy Kochis
|
$48,310
|
N/A
|
$245,500
|
David
L. Mahoney
1
|
$22,095
|
N/A
|
$282,000
|
Kiran
M. Patel
1
|
$23,662
|
N/A
|
$299,500
|
Kimberly
S. Patmore
1
|
$22,095
|
N/A
|
$211,500
|
Charles
A. Ruffel
|
$49,274
|
N/A
|
$317,250
|
Gerald
B. Smith
1
|
$23,662
|
N/A
|
$299,500
|
Joseph
H. Wender
1
|
$22,095
|
N/A
|
$282,000
|
1
Trustee joined the Schwab Strategic Trust Board effective January 1, 2016.
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 Fund
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Interested
Trustees
|
Walter
W. Bettinger II
|
Schwab
U.S. Broad Market ETF
Over $100,000
Schwab U.S. Large-Cap ETF
$1-$10,000
Schwab U.S. Large-Cap Growth ETF
None
Schwab U.S. Large-Cap Value ETF
None
Schwab U.S. Mid-Cap ETF
None
Schwab U.S. Small-Cap ETF
$1-$10,000
Schwab U.S. Dividend Equity ETF
None
Schwab International Equity ETF
$1-$10,000
Schwab International Small-Cap Equity ETF
$1-$10,000
Schwab Emerging Markets Equity ETF
$1-$10,000
|
Over
$100,000
|
Marie
A. Chandoha
1
|
Schwab
U.S. Broad Market ETF
$50,001 - $100,000
Schwab U.S. Large-Cap ETF
Over $100,000
Schwab U.S. Large-Cap Growth ETF
Over $100,000
Schwab U.S. Large-Cap Value ETF
$10,001 - $50,000
Schwab U.S. Mid-Cap ETF
$10,001 - $50,000
Schwab U.S. Small-Cap ETF
Over $100,000
Schwab U.S. Dividend Equity ETF
Over $100,000
Schwab International Equity ETF
$50,001 - $100,000
Schwab International Small-Cap Equity ETF
$50,001 - $100,000
Schwab Emerging Markets Equity ETF
Over $100,000
|
Over
$100,000
|
Joseph
R. Martinetto
1
|
Schwab
U.S. Broad Market ETF
None
Schwab U.S. Large-Cap ETF
$1-$10,000
Schwab U.S. Large-Cap Growth ETF
None
Schwab U.S. Large-Cap Value ETF
None
Schwab U.S. Mid-Cap ETF
None
Schwab U.S. Small-Cap ETF
$1-$10,000
Schwab U.S. Dividend Equity ETF
None
Schwab International Equity ETF
$1-$10,000
Schwab International Small-Cap Equity ETF
$1-$10,000
Schwab Emerging Markets Equity ETF
$1-$10,000
|
Over
$100,000
|
Independent
Trustees
|
Robert
W. Burns
|
Schwab
U.S. Broad Market ETF
None
Schwab U.S. Large-Cap ETF
Over $100,000
Schwab U.S. Large-Cap Growth ETF
None
Schwab U.S. Large-Cap Value ETF
None
Schwab U.S. Mid-Cap ETF
None
Schwab U.S. Small-Cap ETF
Over $100,000
Schwab U.S. Dividend Equity ETF
None
Schwab International Equity ETF
$50,001 -
$100,000
Schwab International Small-Cap Equity ETF
$50,001 -
$100,000
Schwab Emerging Markets Equity ETF
$50,001 -
$100,000
|
Over
$100,000
|
John
F. Cogan
1
|
Schwab
U.S. Broad Market ETF
None
Schwab U.S. Large-Cap ETF
None
Schwab U.S. Large-Cap Growth ETF
None
Schwab U.S. Large-Cap Value ETF
None
Schwab U.S. Mid-Cap ETF
None
Schwab U.S. Small-Cap ETF
None
Schwab U.S. Dividend Equity ETF
None
Schwab International Equity ETF
None
Schwab International Small-Cap Equity ETF
None
Schwab Emerging Markets Equity ETF
None
|
Over
$100,000
|
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Fund
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Independent
Trustees
|
Stephen
Timothy Kochis
|
Schwab
U.S. Broad Market ETF
None
Schwab U.S. Large-Cap ETF
Over $100,000
Schwab U.S. Large-Cap Growth ETF
None
Schwab U.S. Large-Cap Value ETF
None
Schwab U.S. Mid-Cap ETF
None
Schwab U.S. Small-Cap ETF
None
Schwab U.S. Dividend Equity ETF
None
Schwab International Equity ETF
None
Schwab International Small-Cap Equity ETF
None
Schwab Emerging Markets Equity ETF
None
|
Over
$100,000
|
David
L. Mahoney
1
|
Schwab
U.S. Broad Market ETF
None
Schwab U.S. Large-Cap ETF
None
Schwab U.S. Large-Cap Growth ETF
None
Schwab U.S. Large-Cap Value ETF
None
Schwab U.S. Mid-Cap ETF
None
Schwab U.S. Small-Cap ETF
None
Schwab U.S. Dividend Equity ETF
None
Schwab International Equity ETF
None
Schwab International Small-Cap Equity ETF
None
Schwab Emerging Markets Equity ETF
None
|
Over
$100,000
|
Kiran
M. Patel
1
|
Schwab
U.S. Broad Market ETF
None
Schwab U.S. Large-Cap ETF
None
Schwab U.S. Large-Cap Growth ETF
None
Schwab U.S. Large-Cap Value ETF
None
Schwab U.S. Mid-Cap ETF
None
Schwab U.S. Small-Cap ETF
None
Schwab U.S. Dividend Equity ETF
None
Schwab International Equity ETF
None
Schwab International Small-Cap Equity ETF
None
Schwab Emerging Markets Equity ETF
None
|
Over
$100,000
|
Kimberly
S. Patmore
1
|
Schwab
U.S. Broad Market ETF
None
Schwab U.S. Large-Cap ETF
None
Schwab U.S. Large-Cap Growth ETF
None
Schwab U.S. Large-Cap Value ETF
None
Schwab U.S. Mid-Cap ETF
None
Schwab U.S. Small-Cap ETF
None
Schwab U.S. Dividend Equity ETF
None
Schwab International Equity ETF
$10,001 - $50,000
Schwab International Small-Cap Equity ETF
None
Schwab Emerging Markets Equity ETF
None
|
Over
$100,000
|
Charles
A. Ruffel
|
Schwab
U.S. Broad Market ETF
None
Schwab U.S. Large-Cap ETF
$
1-$10,000
Schwab U.S. Large-Cap Growth ETF
None
Schwab U.S. Large-Cap Value ETF
None
Schwab U.S. Mid-Cap ETF
$10,001
-
$50,000
Schwab U.S. Small-Cap ETF
$1-$10,000
Schwab U.S. Dividend Equity ETF
None
Schwab International Equity ETF
$
50,001 - $100,000
Schwab International Small-Cap Equity ETF
$1-$10,000
Schwab Emerging Markets Equity ETF
$1-$10,000
|
Over
$100,000
|
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Fund
Included in the SAI
|
Aggregate
Dollar
Range of Trustee
Ownership in the
Family of Investment Companies
|
Independent
Trustees
|
Gerald
B. Smith
1
|
Schwab
U.S. Broad Market ETF
$50,001 - $100,000
Schwab U.S. Large-Cap ETF
Over $100,000
Schwab U.S. Large-Cap Growth ETF
None
Schwab U.S. Large-Cap Value ETF
None
Schwab U.S. Mid-Cap ETF
None
Schwab U.S. Small-Cap ETF
$50,001 - $100,000
Schwab U.S. Dividend Equity ETF
None
Schwab International Equity
ETF
Over $100,000
Schwab International Small-Cap Equity ETF
None
Schwab Emerging Markets Equity ETF
None
|
Over
$100,000
|
Joseph
H. Wender
1
|
Schwab
U.S. Broad Market ETF
None
Schwab U.S. Large-Cap ETF
None
Schwab U.S. Large-Cap Growth ETF
None
Schwab U.S. Large-Cap Value ETF
None
Schwab U.S. Mid-Cap ETF
None
Schwab U.S. Small-Cap ETF
None
Schwab U.S. Dividend Equity ETF
None
Schwab International Equity ETF
None
Schwab International Small-Cap Equity ETF
None
Schwab Emerging Markets Equity ETF
None
|
Over
$100,000
|
1
Trustee joined the Schwab Strategic Trust 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 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.
Code of Ethics
The funds, the investment adviser and the
distributor have adopted Codes of Ethics as required under the 1940 Act. Subject to certain conditions or restrictions, the Codes of Ethics permit the Trustees, directors, officers or advisory representatives of the funds or the investment adviser
or the directors or officers of the distributor 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 each entity’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 November 30, 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.
Although the trust does not have information
concerning the beneficial ownership of shares held in the names of DTC participants, as of November 30, 2016, the name and percentage of ownership of each DTC participant that owned of record 5% or more of the outstanding shares of a fund were as
follows:
Fund
|
Name
and Address
|
Percent
of Ownership
|
Schwab
U.S. Broad Market ETF
|
Charles
Schwab & Co.
211 Main St.
San Francisco, CA 94105
|
74.21%
|
|
|
|
Fund
|
Name
and Address
|
Percent
of Ownership
|
Schwab
U.S. Large-Cap ETF
|
Charles
Schwab & Co.
211 Main St.
San Francisco, CA 94105
|
86.67%
|
Schwab
Wealth Investment Advisory Inc.
211 Main Street
San Francisco, CA 94105
|
10.90%
1
|
|
|
|
Schwab
U.S. Large-Cap Growth ETF
|
Charles
Schwab & Co.
211 Main St.
San Francisco, CA 94105
|
87.48%
|
Financial
Engines Advisors LLC
1050 Enterprise Way, 3rd Floor
Sunnyvale, CA 94089
|
13.90%
1
|
Honkamp
Krueger Financial Services
3390 Asbury Road
Dubuque, IA 52002
|
6.83%
1
|
The
Charles Schwab Trust Company
211 Main St.
San Francisco, CA 94105
|
5.57%
1
|
|
|
|
Schwab
U.S. Large-Cap Value ETF
|
Charles
Schwab & Co.
211 Main St.
San Francisco, CA 94105
|
82.66%
|
Financial
Engines Advisors LLC
1050 Enterprise Way, 3rd Floor
Sunnyvale, CA 94089
|
13.75%
1
|
The
Charles Schwab Trust Company
211 Main St.
San Francisco, CA 94105
|
7.01%
1
|
Honkamp
Krueger Financial Services
3390 Asbury Road
Dubuque, IA 52002
|
5.48%
1
|
|
|
|
Schwab
U.S. Mid-Cap ETF
|
Charles
Schwab & Co.
211 Main St.
San Francisco, CA 94105
|
83.77%
|
|
|
|
Schwab
U.S. Small-Cap ETF
|
Charles
Schwab & Co.
211 Main St.
San Francisco, CA 94105
|
82.87%
|
Schwab
Wealth Investment Advisory Inc.
211 Main Street
San Francisco, CA 94105
|
9.60%
1
|
|
|
|
Fund
|
Name
and Address
|
Percent
of Ownership
|
Schwab
U.S. Dividend Equity ETF
|
Charles
Schwab & Co.
211 Main St.
San Francisco, CA 94105
|
71.80%
|
National
Financial Services Corporation
1000 Plaza 5 10th Floor
Jersey City, New Jersey 07311
|
6.71%
|
|
|
|
Schwab
International Equity ETF
|
Charles
Schwab & Co.
211 Main St.
San Francisco, CA 94105
|
64.57%
|
Apex
Clearing Corporation
1700 Pacific Avenue Suite 1400
Dallas, Texas 75201
|
11.19%
|
Credit
Suisse Securities (USA) LLC (Pershing LLC)
1 Pershing Plaza
Jersey City, New Jersey 07399
|
9.44%
|
Schwab
Wealth Investment Advisory Inc.
211 Main Street
San Francisco, CA 94105
|
7.07%
1
|
|
|
|
Schwab
International Small-Cap Equity ETF
|
Charles
Schwab & Co.
211 Main St.
San Francisco, CA 94105
|
85.57%
|
Schwab
Wealth Investment Advisory Inc.
211 Main Street
San Francisco, CA 94105
|
29.67%
1
|
|
|
|
Schwab
Emerging Markets Equity ETF
|
Charles
Schwab & Co.
211 Main St.
San Francisco, CA 94105
|
82.83%
|
Schwab
Wealth Investment Advisory Inc.
211 Main Street
San Francisco, CA 94105
|
13.52%
1
|
1
|
These shares are
held within the Charles Schwab & Co., Inc. account listed elsewhere in the table.
|
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.
Investment Advisory and Other Services
Investment Adviser
CSIM, a wholly owned subsidiary of
CSC, 211 Main Street, San Francisco, California 94105, serves as the funds' investment adviser pursuant to an Investment Advisory Agreement (Advisory Agreement) between it and the Trust. Charles R. Schwab is the founder, Chairman and Director of
CSC. As a result of his ownership and interests in CSC, Mr. Schwab may be deemed to be a controlling person of CSIM.
Advisory Agreement
A fund’s Advisory Agreement
must be specifically approved initially for a 2 year term, and after the expiration of the 2 year term, at least annually thereafter (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 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 will call and hold a meeting to
decide whether to renew the Advisory Agreement between the Trust and CSIM with respect to any 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 third party data.
As
described below, the investment adviser is entitled to receive a fee from the funds, payable monthly, for its advisory and administrative services to the funds. As compensation for these services, the firm receives a management fee from the funds
expressed as a percentage of each fund’s average daily net assets.
FUND
|
FEE
|
Schwab
U.S. Broad Market ETF
|
0.03%
|
Schwab
U.S. Large-Cap ETF
|
0.03%
|
Schwab
U.S. Large-Cap Growth ETF
|
0.04%
|
Schwab
U.S. Large-Cap Value ETF
|
0.04%
|
Schwab
U.S. Mid-Cap ETF
|
0.06%
|
Schwab
U.S. Small-Cap ETF
|
0.06%
|
Schwab
U.S. Dividend Equity ETF
|
0.07%
|
Schwab
International Equity ETF
|
0.07%
|
Schwab
International Small-Cap Equity ETF
|
0.16%
|
Schwab
Emerging Markets Equity ETF
|
0.13%
|
The following
table shows the net investment advisory fees paid by each fund for the past three fiscal years:
Fund
|
|
2016
|
2015
|
2014
|
Schwab
U.S. Broad Market ETF
|
|
$1,819,971
|
$1,839,848
|
$1,196,492
|
Schwab
U.S. Large-Cap ETF
|
|
$1,661,355
|
$1,600,825
|
$988,735
|
Schwab
U.S. Large-Cap Growth ETF
|
|
$1,618,706
|
$1,343,224
|
$815,131
|
Schwab
U.S. Large-Cap Value ETF
|
|
$1,184,491
|
$918,094
|
$627,219
|
Schwab
U.S. Mid-Cap ETF
|
|
$1,441,289
|
$1,099,636
|
$667,772
|
Schwab
U.S. Small-Cap ETF
|
|
$2,381,510
|
$2,050,585
|
$1,516,864
|
Schwab
U.S. Dividend Equity ETF
|
|
$2,272,356
|
$1,844,644
|
$1,125,634
|
Schwab
International Equity ETF
|
|
$3,972,170
|
$2,653,659
|
$1,784,166
|
Schwab
International Small-Cap Equity ETF
|
|
$1,149,448
|
$869,357
|
$695,136
|
Schwab
Emerging Markets Equity ETF
|
|
$2,193,540
|
$1,819,239
|
$1,413,989
|
Pursuant to the
Advisory Agreement, the Adviser is responsible for substantially all expenses of the funds, including the cost of transfer agency, custody, fund administration, legal, audit and other services, but excluding interest expense and taxes, brokerage
expenses and extraordinary or non-routine expenses.
Distributor
SEI Investments Distribution Co. (the Distributor),
1 Freedom Valley Drive, Oaks, Pennsylvania 19456, is the principal underwriter and distributor of shares of the funds. The Distributor has entered into an agreement with the Trust pursuant to which it distributes shares of the funds (the
Distribution Agreement). The Distributor continually distributes shares of the funds on a best effort basis. The Distributor has no obligation to sell any specific quantity of fund shares. The Distribution Agreement will continue for two years from
its effective date and is renewable annually thereafter in accordance with the 1940 Act. Shares are continuously offered for sale by the funds through the Distributor only in Creation Units, as described in the funds' prospectuses. Shares in less
than Creation Units are not distributed by the Distributor. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the 1934 Act) and a member of the Financial Industry Regulatory Authority. The
Distributor is not affiliated with the Trust, CSIM, or any stock exchange.
The Distribution Agreement provides that it may be
terminated at any time, without the payment of any penalty, on at least sixty (60) days prior written notice to the other party. The Distribution Agreement will terminate automatically in the event of its “assignment” (as defined in the
1940 Act).
Transfer Agent
State Street Bank and Trust Company (State Street),
One Lincoln Street, Boston, Massachusetts 02111, 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, One Lincoln Street, Boston,
Massachusetts 02111, serves as custodian and accountant for the funds.
The custodian is responsible for the daily
safekeeping of securities and cash held or sold by the funds. The funds' 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, audits and reports on the annual financial statements of the funds and reviews certain regulatory reports and the funds' 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
.
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 August 31,
2016.
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
|
19
|
$56,508,431,437
|
0
|
$0
|
0
|
$0
|
Ferian
Juwono
|
13
|
$51,434,996,277
|
0
|
$0
|
0
|
$0
|
Chuck
Craig
|
7
|
$7,923,782,690
|
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 the
funds’ 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 and ETFs advised by CSIM (collectively, the Other Managed Accounts). The Other
Managed Accounts might have similar investment objectives as the funds, track the same index the funds track or otherwise hold, purchase, or sell securities that are eligible to be held, purchased, or sold by the funds. 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 the funds. 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 an index fund, which seeks to track its benchmark index, 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 the funds. 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 each Portfolio Manager’s management of the funds and Other Managed Accounts which, in theory, may allow them to allocate investment
opportunities in a way that favors the
Other Managed Accounts over the funds, which conflict of interest
may be exacerbated to the extent that CSIM or the Portfolio Manager receives, or expect to receive, greater compensation from their management of the Other Managed Accounts than the funds. 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 the 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 August 31, 2016. Dollar amount ranges disclosed are
established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act.
Portfolio
Manager
|
Fund
|
Dollar
Range of Fund Shares Owned
|
Agnes
Hong
|
|
|
|
Schwab
U.S. Broad Market ETF
|
None
|
|
Schwab
U.S. Large-Cap ETF
|
$100,001-$500,000
|
|
Schwab
U.S. Large Cap Growth ETF
|
$10,001-$50,000
|
|
Schwab
U.S. Large-Cap Value ETF
|
$1-$10,000
|
|
Schwab
U.S. Mid-Cap ETF
|
None
|
|
Schwab
U.S. Small-Cap ETF
|
$100,001-$500,000
|
|
Schwab
U.S. Dividend Equity ETF
|
$10,001-$50,000
|
|
Schwab
International Equity ETF
|
$50,001-$100,000
|
|
Schwab
International Small-Cap Equity ETF
|
$100,001-$500,000
|
|
Schwab
Emerging Markets Equity ETF
|
$10,001-$50,000
|
Ferian
Juwono
|
|
|
|
Schwab
U.S. Broad Market ETF
|
None
|
|
Schwab
U.S. Large-Cap ETF
|
None
|
|
Schwab
US Large Cap Growth ETF
|
None
|
|
Schwab
US Large-Cap Value ETF
|
None
|
|
Schwab
U.S. Mid-Cap ETF
|
None
|
|
Schwab
U.S. Small-Cap ETF
|
None
|
|
Schwab
U.S. Dividend Equity ETF
|
None
|
|
Schwab
International Equity ETF
|
None
|
|
Schwab
International Small-Cap Equity ETF
|
None
|
|
Schwab
Emerging Markets Equity ETF
|
None
|
Chuck
Craig
|
|
|
|
Schwab
U.S. Broad Market ETF
|
None
|
|
Schwab
U.S. Large-Cap ETF
|
$100,001-$500,000
|
|
Schwab
US Large Cap Growth ETF
|
None
|
|
Schwab
US Large-Cap Value ETF
|
None
|
|
Schwab
U.S. Mid-Cap ETF
|
$1-$10,000
|
|
Schwab
U.S. Small-Cap ETF
|
$50,001-$100,000
|
|
Schwab
U.S. Dividend Equity ETF
|
$10,001-$50,000
|
|
Schwab
International Equity ETF
|
$50,001-$100,000
|
|
Schwab
International Small-Cap Equity ETF
|
$1-$10,000
|
Portfolio
Manager
|
Fund
|
Dollar
Range of Fund Shares Owned
|
|
Schwab
Emerging Markets Equity ETF
|
$50,001-$100,000
|
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.
The following table shows the
portfolio turnover rate for each fund for the past two fiscal years. Each fund’s portfolio turnover rate excludes securities received or delivered from processing of in-kind creations or redemptions.
Fund
|
|
2016
|
2015
|
Schwab
U.S. Broad Market ETF
|
|
5%
|
3%
|
Schwab
U.S. Large-Cap ETF
|
|
4%
|
4%
|
Schwab
U.S. Large-Cap Growth ETF
|
|
7%
|
10%
|
Schwab
U.S. Large-Cap Value ETF
|
|
6%
|
15%
|
Schwab
U.S. Mid-Cap ETF
|
|
21%
|
12%
|
Schwab
U.S. Small-Cap ETF
|
|
11%
|
9%
|
Schwab
U.S. Dividend Equity ETF
|
|
22%
|
19%
|
Schwab
International Equity ETF
|
|
5%
|
4%
|
Schwab
International Small-Cap Equity ETF
|
|
23%
|
23%
|
Schwab
Emerging Markets Equity ETF
|
|
10%
|
8%
|
Portfolio
Holdings Disclosure
The Trust's Board has approved
policies and procedures that govern the timing and circumstances regarding the disclosure of the funds’ 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 the funds’ 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 the funds, 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, 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 each fund’s 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 each fund's portfolio holdings
information or who may receive portfolio holdings information not available to other current or prospective fund shareholders in connection with the dissemination of information necessary for transactions in Creation Units, as contemplated by the
exemptive relief and as discussed below. The Board will periodically review any agreements that the Trust has entered into to selectively disclose portfolio holdings.
Each fund discloses its complete portfolio holdings
schedule in public filings with the SEC within 60-80 days after the end of each fiscal quarter and will provide that information to shareholders as required by federal securities laws and regulations thereunder. A fund may, however, voluntarily
disclose all or part of its portfolio holdings other than in connection with the process of purchasing or redeeming Creation Units, as discussed below, in advance of required filings with the SEC, provided that such information is made generally
available to all shareholders and other interested parties in a manner that is consistent with the above policy for disclosure of portfolio holdings information. Such information may be made available through a publicly-available website or other
means that make the information available to all likely interested parties contemporaneously.
The funds 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 the funds’ investment 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, 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., the Distributor and State Street, 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 and Boston Financial Data Services, Inc., 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 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 a 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.
Further, each business day, each fund’s
portfolio holdings information is provided to the Distributor or other agent for dissemination through the facilities of the National Securities Clearing Corporation (NSCC) and/or other fee-based subscription services to NSCC members and/or
subscribers to those other fee-based subscription services, including Authorized Participants (as defined below), and to entities that publish and/or analyze such information in connection with the process of purchasing or redeeming Creation Units
or trading shares of the funds in the secondary market. This information typically reflects each fund’s anticipated holdings on the following business day.
In addition, each fund discloses its portfolio
holdings and the percentages they represent of the fund’s net assets at least monthly, and as often as each day the fund is open for business, at www.csimfunds.com/schwabetfs_prospectus.
Portfolio holdings information made available
in connection with the process of purchasing or redeeming Creation Units may be provided to other entities that provide services to the funds in the ordinary course of business after it has been disseminated to the NSCC.
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 the funds in connection with or relating to the funds or their 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 the funds. Commentary and analysis includes, but is not limited to, the allocation of the funds’ portfolio securities and other investments among various asset classes, sectors, industries, and countries, the
characteristics of the stock components and other investments of the funds, the attribution of fund returns by asset class, sector, industry and country, and the volatility characteristics of the funds.
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. The funds generally do not incur any commissions or sales charges when they invest in underlying Schwab Funds or Laudus Funds, but they may incur such costs if they invest directly in other types of securities or in unaffiliated funds.
Purchases and sales of securities on a stock exchange, including ETF shares, or certain riskless principal transactions placed on NASDAQ are typically effected through brokers who charge a commission for their services. Exchange fees may also apply
to transactions effected on an exchange. 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; and 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 the 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 the funds 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: economic, industry, or company research reports or investment recommendations; subscriptions to financial publications or research data compilations; compilations of securities prices, earnings,
dividends, and similar data; computerized databases; quotation equipment and services; research or analytical computer software and services; products or services that assist in effecting transactions, including services of third-party computer
systems developers directly related to research and brokerage activities; and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement). The investment adviser may use research services
furnished by brokers or dealers in servicing all fund 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 fund 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 new issues of securities in a fixed price offering for the funds. 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 the funds to trade directly with other institutional holders. At
times, this may allow the 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
Charles Schwab & Co. Inc. (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 the Appendix titled “Proxy Voting Policy and Procedures.”
The Trust is required to disclose annually each
fund’s complete proxy voting record on Form N-PX. The fund’s proxy voting record for the most recent 12 month period ended June 30th will be available by visiting the Schwab ETFs website at www.csimfunds.com/schwabetfs_prospectus. A
fund’s Form N-PX will also be available on the SEC’s website at www.sec.gov.
Brokerage Commissions
The following table shows the brokerage commissions
paid by the fund for the past three fiscal years:
Fund
|
|
2016
|
2015
|
2014
|
Schwab
U.S. Broad Market ETF
|
|
$210,271
|
$65,766
|
$51,366
|
Schwab
U.S. Large-Cap ETF
|
|
$82,036
|
$30,529
|
$25,759
|
Schwab
U.S. Large-Cap Growth ETF
|
|
$45,068
|
$21,091
|
$16,788
|
Schwab
U.S. Large-Cap Value ETF
|
|
$35,500
|
$12,901
|
$19,946
|
Schwab
U.S. Mid-Cap ETF
|
|
$205,999
|
$39,251
|
$27,567
|
Schwab
U.S. Small-Cap ETF
|
|
$350,073
|
$101,850
|
$135,420
|
Schwab
U.S. Dividend Equity ETF
|
|
$175,280
|
$27,336
|
$18,284
|
Schwab
International Equity ETF
|
|
$98,598
|
$99,519
|
$83,544
|
Schwab
International Small-Cap Equity ETF
|
|
$30,393
|
$40,963
|
$15,885
|
Schwab
Emerging Markets Equity ETF
|
|
$418,717
|
$224,849
|
$186,244
|
Regular
Broker-Dealers
Each 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 August 31, 2016, the funds named below purchased securities issued by the following
broker-dealers:
Fund
|
Regular
Broker-Dealer
|
Value
of Fund's Holdings*
|
Schwab
U.S. Broad Market ETF
|
Merrill
Lynch, Pierce, Fenner & Smith, Inc.
|
$49,636,649
|
Goldman
Sachs & Co.
|
$19,697,183
|
Bank
of New York Mellon Corp.
|
$13,562,418
|
Charles
Schwab & Co., Inc.
|
$11,540,000
|
Investment
Technology Group, Inc.
|
$226,837
|
Fund
|
Regular
Broker-Dealer
|
Value
of Fund's Holdings*
|
|
|
|
Schwab
U.S. Large-Cap ETF
|
Wells
Fargo Securities LLC
|
$71,204,125
|
Merrill
Lynch, Pierce, Fenner & Smith, Inc.
|
$50,570,736
|
Goldman
Sachs & Co.
|
$20,098,125
|
Charles
Schwab & Co., Inc.
|
$11,786,867
|
|
|
|
Schwab
U.S. Large-Cap Growth ETF
|
Charles
Schwab & Co., Inc.
|
$11,482,931
|
|
|
|
Schwab
U.S. Large-Cap Value ETF
|
Wells
Fargo Securities LLC
|
$55,280,001
|
Merrill
Lynch, Pierce, Fenner & Smith, Inc.
|
$39,003,424
|
Goldman
Sachs & Co.
|
$15,322,234
|
|
|
|
Schwab
U.S. Small-Cap ETF
|
KCG
Americas, LLC
|
$1,068,664
|
|
|
|
Schwab
International Equity ETF
|
HSBC
Securities (U.S.A), Inc.
|
$62,166,329
|
UBS
Securities LLC
|
$22,394,904
|
Barclays
Capital, Inc.
|
$16,242,010
|
Credit
Suisse Securities (USA) LLC
|
$10,686,921
|
Deutsche
Bank
|
$8,418,655
|
Macquarie
Capital (USA) Inc.
|
$7,594,485
|
|
|
|
Schwab
Emerging Markets Equity ETF
|
China
Merchants Holdings International Co. Ltd.
|
$5,532,084
|
Banco
Santander, S.A.
|
$3,952,782
|
Barclays
Capital, Inc.
|
$2,597,537
|
*
|
Includes securities
issued by regular broker-dealer’s parent and affiliates, if any.
|
Description Of The Trust
Each fund is a series of Schwab Strategic Trust, an
open-end investment management company organized as a Delaware statutory trust on January 27, 2009.
The Declaration of Trust provides for the perpetual
existence of the Trust. The Trust may, however, be terminated at any time by vote of at least two-thirds of the outstanding shares of each series of the Trust or by the vote of the Trustees.
Shareholders are entitled to one vote for each full
share held (with fractional votes for fractional shares held) and will vote (to the extent provided on the Declaration of Trust) in the election of Trustees and the termination of the Trust and on other matters submitted to the vote of shareholders.
Shareholders will vote by individual series on all matters except (i) when required by the 1940 Act, shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the
interests of one or more series, then only shareholders of such series shall be entitled to vote thereon. Shareholders of one series shall not be entitled to vote on matters exclusively affecting another series, such matters including, without
limitation, the adoption of or change in any fundamental policies or restrictions of the other series and the approval of the investment advisory contracts of the other series.
There will normally be no meetings of shareholders
for the purpose of electing Trustees, except that in accordance with the 1940 Act (i) the Trust will hold a shareholders’ meeting for the election of Trustees at such time as less than a majority of the Trustees holding office have been
elected by shareholders, and (ii) if, as a result of a vacancy in the Board, less than two-thirds of the Trustees holding office have been elected by the shareholders, that vacancy may only be filled by a vote of the shareholders. In addition,
Trustees may be removed from office by a written consent signed by the holders of two-thirds of the outstanding shares and filed with the Trust’s custodian or by a vote of the holders of two-thirds of the outstanding shares at a meeting duly
called for the purpose, which meeting shall be held upon the written request of the holders of not less than 10% of the outstanding shares. Except as set forth above, the Trustees shall continue to hold office and may appoint successor Trustees.
Voting rights are not cumulative.
The Trust
may, without shareholder vote, restate, amend or otherwise supplement the Declaration of Trust. Shareholders shall have the right to vote on any amendment that could affect their right to vote, any amendment to the Amendments section, any amendment
for which shareholder vote may be required by applicable law or by the Trust’s registration statement filed with the SEC, and on any amendment submitted to them by the Trustees.
Any series of the Trust may reorganize or merge with
one or more other series of the Trust or 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, without the approval of
shareholders of any series.
Shareholders
wishing to submit proposals for inclusion in a proxy statement for a future shareholder meeting should send their written submissions to the Trust at 1 Freedom Valley Drive, Oaks, Pennsylvania 19456. Proposals must be received a reasonable time in
advance of a proxy solicitation to be included. Submission of a proposal does not guarantee inclusion in a proxy statement because proposals must comply with certain federal securities regulations.
Purchase, Redemption And Pricing Of Shares
Creation and Redemption of Creation
Units
The funds are open each day that
the New York Stock Exchange (NYSE) is open (Business Days). The NYSE’s trading session is normally conducted from 9:30 a.m. Eastern time 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 2017: New Year’s Day (observed), Martin Luther King Jr. Day, Presidents’ Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Only orders that are received and deemed acceptable by the Distributor no later than the time specified by the Trust will be executed that day at a 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 and redemption orders must be received by the Distributor that day 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 NAV as of the normally scheduled close of regular trading on the NYSE for that day.
Creation
. The Trust
issues and sells shares of the funds only in Creation Units on a continuous basis through the Distributor, without a sales load, at the NAV next determined after receipt, on any Business Day, for an order received and deemed acceptable by the
Distributor.
Fund Deposit
. The consideration for purchase of Creation Units of the funds may consist of (i) the in-kind deposit of a designated portfolio of securities closely approximating the holdings of a fund (the Deposit Securities), and
(ii) an amount of cash denominated in U.S. Dollars (the Cash Component) computed as described below. Together, the Deposit Securities and the Cash Component constitute the “Fund Deposit,” which represents the minimum initial and
subsequent investment amount for a Creation Unit of a fund.
The funds may accept a basket of money market
instruments, non-U.S. currency or cash denominated in U.S. dollars that differs from the composition of the published basket. The funds may permit or require the consideration for Creation Units to consist solely of cash or non-U.S. currency. The
funds may permit or require the substitution of an amount of cash denominated in U.S. Dollars (i.e., a “cash in lieu” amount) to be added to the Cash Component to replace any Deposit Security. For example, the Trust reserves the right to
permit or require a “cash in lieu” amount where the delivery of the Deposit Security by the Authorized Participant (as described below) would be restricted under the securities laws or where the delivery of the Deposit Security to the
Authorized Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under the securities laws, or in certain other situations.
The Cash Component is sometimes also referred to as
the “Balancing Amount.” The Cash Component serves the function of compensating for any differences between the NAV per Creation Unit and the value of the Deposit Securities. If the Cash
Component is a positive number (i.e., the NAV per Creation Unit
exceeds the value of the Deposit Securities), the creator will deliver the Cash Component. If the Cash Component is a negative number (i.e., the NAV per Creation Unit is less than the value of the Deposit Securities), the creator will receive the
Cash Component. Computation of the Cash Component excludes any stamp duty tax or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities, which shall be the sole responsibility of the Authorized
Participant.
The identity and amount of
Deposit Securities and Cash Component for a fund changes as the composition of the fund’s portfolio changes and as rebalancing adjustments and corporate action events are reflected from time to time by CSIM with a view to the investment
objective of the fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or composition of the component securities of a fund’s benchmark index. The funds also reserve the right to include or
remove Deposit Securities from the basket in contemplation of index rebalancing changes.
A fund or its agent, through the NSCC or otherwise,
makes available on each Business Day, prior to the opening of business on the NYSE Arca, Inc. Exchange (currently 9:30 a.m., Eastern time), the current Fund Deposit for the fund. Such Deposit Securities are applicable, subject to any adjustments, in
order to effect creations of Creation Units of the fund until such time as the next-announced composition of the Deposit Securities is made available.
Procedures for Creation of Creation Units
. To be eligible to place orders with the Distributor and to create a Creation Unit of a fund, an entity must be a Depository Trust Company (DTC) participant, such as a broker-dealer, bank, trust company, clearing
corporation or certain other organization, some of whom (and/or their representatives) own DTC (each a DTC Participant). DTC acts as securities depositary for the shares. The DTC Participant must have executed an agreement with the Distributor with
respect to creations and redemptions of Creation Units (Participant Agreement). A DTC Participant that has executed a Participant Agreement is referred to as an Authorized Participant. Investors should contact the Distributor for the names of
Authorized Participants that have signed a Participant Agreement. All shares of a fund, however created, will be entered on the records of DTC in the name of DTC or its nominee and deposited with, or on behalf of, DTC.
All orders to create shares must be placed for one
or more Creation Units. Orders must be transmitted by an Authorized Participant pursuant to procedures set forth in the Participant Agreement. The date on which an order to create Creation Units (or an order to redeem Creation Units, as discussed
below) is placed is referred to as the Transmittal Date. Orders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement,
as described below. Economic or market disruptions or changes, or telephone or other communication failure, may impede the ability to reach the Distributor or an Authorized Participant.
On days when the New York Stock Exchange or U.S. or
non-U.S. bond markets close earlier than normal, a fund may require purchase orders to be placed earlier in the day. All questions as to the number of Deposit Securities to be delivered, and the validity, form and eligibility (including time of
receipt) for the deposit of any tendered securities, will be determined by the Trust, whose determination shall be final and binding.
If the Distributor does not receive both the
required Deposit Securities and the Cash Component by the specified time on the settlement date, the Trust may cancel or revoke acceptance of such order. Upon written notice to the Distributor, such canceled or revoked order may be resubmitted the
following Business Day using the Fund Deposit as newly constituted to reflect the then current NAV of a fund. The delivery of Creation Units so created generally will occur no later than the settlement date.
Creation Units may be created in advance of receipt
by the Trust of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater than the NAV of the shares on the date the order is placed since, in addition to
available Deposit Securities, U.S. cash (or an equivalent amount of non-U.S. currency) must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) at least 110% (with respect to 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. Mid-Cap ETF, Schwab U.S. Small-Cap ETF, and Schwab U.S. Dividend Equity ETF (Domestic Funds)) or 115% (with respect to Schwab International Equity ETF,
Schwab International Small-Cap Equity ETF, and Schwab Emerging Markets Equity ETF (International Funds)), which the Trust may change from time to time, of the market value of the undelivered Deposit Securities (the Additional Cash Deposit) with a
fund pending delivery of any missing Deposit Securities. The Authorized Participant must deposit with the custodian the appropriate amount of federal funds by 10:00 a.m. New York time (or such other time as specified by the Trust) on the settlement
date. If the Distributor does not receive the Additional Cash Deposit in the appropriate amount by such time, then the order may be deemed to be rejected and the Authorized Participant shall be liable to a fund for losses, if any, resulting
therefrom. An additional amount of U.S. cash (or an equivalent amount of non-U.S. currency) shall be required to be deposited with the Distributor, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional
Cash Deposit with the Trust in an amount at least equal to 110% or 115% as required, which the Trust may change from time to time, of the daily marked to market value of the missing Deposit Securities. To the extent that missing Deposit Securities
are not received by the specified time on the settlement date, or in the event a marked-to-market payment is not made within one Business Day following notification by the Distributor that such a payment is required, the Trust may use the cash on
deposit to purchase the missing Deposit Securities. The Authorized Participant will be liable to the Trust for the costs incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the
actual purchase price of the Deposit Securities exceeds the market
value of such Deposit Securities on the transmittal date plus the brokerage and related transaction costs associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit
Securities have been properly received by the Distributor or purchased by the Trust and deposited into the Trust. In addition, a transaction fee, as listed below, will be charged in all cases.
Acceptance of Orders for Creation Units
. The Trust reserves the absolute right to reject or revoke acceptance of a creation order transmitted to it by the Distributor in respect of a fund. For example, the Trust may reject or revoke acceptance of an order, if
(i) the order does not conform to the procedures set forth in the Participant Agreement; (ii) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of a fund; (iii) the Deposit Securities
delivered are not as disseminated through the facilities of the NSCC for that date by a fund as described above; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to a fund; (v) acceptance of the Fund Deposit
would, in the opinion of counsel, be unlawful; (vi) acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or CSIM, have an adverse effect on the Trust or the rights of beneficial owners; or (vii) in the event that
circumstances outside the control of the Trust, the custodian, the Distributor or CSIM make it for all practical purposes impossible to process creation orders. Examples of such circumstances include natural disaster, war, revolution; public service
or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other
information systems affecting the Trust, CSIM, the Distributor, DTC, NSCC, custodian (or sub-custodian) or any other participant in the creation process, and similar extraordinary events. The Distributor shall notify a prospective creator of a
Creation Unit and/or the Authorized Participant acting on behalf of the creator of a Creation Unit of its rejection of the order of such person. The Trust, custodian (or sub-custodian) and the Distributor are under no duty, however, to give
notification of any defects or irregularities in the delivery of Fund Deposits nor shall any of them incur any liability for the failure to give any such notification.
Creation/Redemption Transaction Fee
. The funds may impose a Transaction Fee on investors purchasing or redeeming Creation Units. The Transaction Fee will be limited to amounts that have been determined by CSIM to be appropriate. The purpose of the
Transaction Fee is to protect the existing shareholders of the funds from the dilutive costs associated with the purchase and redemption of Creation Units. Where the funds permit cash creations (or redemptions) or cash in lieu of depositing one or
more Deposit Securities, the purchaser (or redeemer) may be assessed a higher Transaction Fee to offset the transaction cost to the funds of buying (or selling) those particular Deposit Securities. Transaction Fees will differ for the funds,
depending on the transaction expenses related to the funds’ portfolio securities. Every purchaser of a Creation Unit will receive a prospectus that contains disclosure about the Transaction Fee, including the maximum amount of the additional
variable Transaction Fee charged by the funds.
The following table shows, as of
November 30, 2016, the approximate value of one Creation Unit of the funds and sets forth the standard and additional creation/redemption transaction fee for the funds.
Name
of Fund
|
Approximate
Value
of One
Creation Unit
|
Standard
Creation/Redemption
Transaction Fee
|
Maximum
Additional
Creation
Transaction Fee*
|
Maximum
Additional
Redemption
Transaction Fee*
|
Schwab
U.S. Broad Market
ETF
|
$2,672,500
|
$1,500
|
3.0%
|
2.0%
|
Schwab
U.S. Large-Cap
ETF
|
$2,628,390
|
$500
|
3.0%
|
2.0%
|
Schwab
U.S. Large-Cap
Growth ETF
|
$2,776,330
|
$500
|
3.0%
|
2.0%
|
Schwab
U.S. Large-Cap
Value ETF
|
$2,357,115
|
$500
|
3.0%
|
2.0%
|
Schwab
U.S. Mid-Cap ETF
|
$2,237,310
|
$500
|
3.0%
|
2.0%
|
Schwab
U.S. Small-Cap
ETF
|
$3,023,590
|
$1,500
|
3.0%
|
2.0%
|
Schwab
U.S. Dividend
Equity ETF
|
$2,149,955
|
$250
|
3.0%
|
2.0%
|
Schwab
International Equity
ETF
|
$2,760,170
|
$15,000
|
3.0%
|
2.0%
|
Name
of Fund
|
Approximate
Value
of One
Creation Unit
|
Standard
Creation/Redemption
Transaction Fee
|
Maximum
Additional
Creation
Transaction Fee*
|
Maximum
Additional
Redemption
Transaction Fee*
|
Schwab
International Small-
Cap Equity ETF
|
$2,906,590
|
$12,500
|
3.0%
|
2.0%
|
Schwab
Emerging Markets
Equity ETF
|
$2,199,300
|
$6,000
|
3.0%
|
2.0%
|
*
|
As a percentage of
the total amount invested or redeemed.
|
Placement of Redemption Orders
. The process to redeem Creation Units works much like the process to purchase Creation Units, but in reverse. Orders to redeem Creation Units of the funds must be delivered through an Authorized Participant. Investors
other than Authorized Participants are responsible for making arrangements for a redemption request to be made through an Authorized Participant. Orders must be accompanied or followed by the requisite number of shares of the funds specified in such
order, which delivery must be made to the Distributor no later than 10:00 a.m. New York time on the next Business Day following the Transmittal Date. All other procedures set forth in the Participant Agreement must be properly followed.
A fund’s securities received on redemption
will generally correspond pro rata, to the extent practicable, to the securities in the fund’s portfolio. Fund securities received on redemption may not be identical to Deposit Securities that are applicable to creations of Creation Units. An
Authorized Participant submitting a redemption request is deemed to represent to the Trust that it (or its client) (i) owns outright or has full legal authority and legal beneficial right to tender for redemption the requisite number of fund shares
to be redeemed and can receive the entire proceeds of the redemption, and (ii) the fund shares to be redeemed have not been loaned or pledged to another party nor are they the subject of a repurchase agreement, securities lending agreement or such
other arrangement that would preclude the delivery of such fund shares to the Trust. The Trust reserves the right to verify these representations at its discretion, but will typically require verification with respect to a redemption request from a
fund in connection with higher levels of redemption activity and/or short interest in the fund. If the Authorized Participant, upon receipt of a verification request, does not provide sufficient verification of its representations as determined by
the Trust, the redemption request will not be considered to have been received in proper form and may be rejected by the Trust.
To the extent contemplated by an Authorized
Participant’s agreement, in the event the Authorized Participant has submitted a redemption request but is unable to transfer all or part of the Creation Units to be redeemed to the Distributor, the Distributor will nonetheless accept the
redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral
consisting of cash having a value (marked to market daily) at least equal to 110% for the Domestic Funds and 115% for the International Funds, which CSIM may change from time to time, of the value of the missing shares.
The current procedures for collateralization of
missing shares require, among other things, that any cash collateral shall be in the form of U.S. dollars (or, at the discretion of the Trust, non-U.S. currency in an equivalent amount) in immediately-available funds and shall be held by the
custodian and marked to market daily. The fees of the custodian (and any sub-custodians) in respect of the delivery, maintenance and redelivery of the cash collateral shall be payable by the Authorized Participant. The Trust, on behalf of the funds,
is permitted to purchase the missing shares or acquire the Deposit Securities and the Cash Component underlying such shares at any time and will subject the Authorized Participant to liability for any shortfall between the cost to the Trust of
purchasing such shares, Deposit Securities or Cash Component and the value of the collateral.
If the requisite number of shares of a fund is not
delivered on the Transmittal Date as described above the fund may reject or revoke acceptance of the redemption request. If it is not possible to effect deliveries of the Fund Securities, the Trust may in its discretion exercise its option to redeem
such shares in U.S. cash and the redeeming Authorized Participant will be required to receive its redemption proceeds in cash. In addition, an investor may request a redemption in cash that a fund may, in its sole discretion, permit. In either case,
the investor will receive a cash payment equal to the NAV of its shares based on the NAV of shares of a fund next determined after the redemption request is received (minus a redemption transaction fee and additional charge for requested cash
redemptions specified above, to offset the Trust’s brokerage and other transaction costs associated with the disposition of Fund Securities).
Redemptions of shares for Fund Securities will be
subject to compliance with applicable federal and state securities laws and the funds (whether or not it otherwise permits cash redemptions) reserve the right to redeem Creation Units for cash to the extent that the Trust could not lawfully deliver
specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such laws.
The ability of the Trust to effect in-kind creations
and redemptions is subject, among other things, to the condition that, within the time period from the date of the order to the date of delivery of the securities, there are no days that are holidays in the applicable foreign market. Non-U.S. market
holiday schedules, coupled with standard settlement cycles, may require that the fund extend
settlement longer than seven, but not greater than twelve, calendar
days. For every occurrence of one or more intervening holidays in the applicable foreign market that are not holidays observed in the U.S. equity market, the redemption settlement cycle may be extended by the number of such intervening
holidays.
The Appendix titled “Non-U.S.
Market Holiday Schedules” of this SAI includes a list of the dates in the 2016 calendar year on which non-U.S. market holdings may affect the relevant securities markets of the listed countries. The list is based on information available to
the funds. The list may not be accurate or complete and is subject to change.
In addition to holidays, other unforeseeable
closings in a foreign market due to emergencies may also prevent the Trust from delivering securities within normal settlement period. The funds will not suspend or postpone redemption beyond seven days, except as permitted under Section 22(e) of
the 1940 Act or pursuant to exemptive relief obtained by the Trust. Section 22(e) provides that the right of redemption may be suspended or the date of payment postponed with respect to the funds (1) for any period during which the NYSE is closed
(other than customary weekend and holiday closings); (2) for any period during which trading on the NYSE is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of the shares of a fund’s
portfolio securities or determination of its net asset value is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.
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, to
the extent such redemptions are not executed in the secondary market but rather directly with the fund through an Authorized Participant, may impact the fund’s liquidity and NAV. These redemptions if made in cash, rather than in-kind, may also
force a fund to sell securities, which may negatively impact the fund’s brokerage costs. To the extent a fund effects redemptions in cash, this activity could also accelerate the realization of capital gains. Large purchases of shares, if made
in cash rather than in-kind, may adversely affect a fund’s performance to the extent that the fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would.
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 prices as of the normally scheduled
close of regular trading on the NYSE for that day.
To the extent a fund invests in foreign securities,
shareholders 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 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. The Board regularly reviews fair value determinations made pursuant to the procedures.
NOTE: Transactions in fund shares will be priced at
NAV only if you purchase or redeem shares directly from a fund in Creation Units. Fund shares are purchased or sold on a national securities exchange at market prices, which may be higher (premium) or lower (discount) than NAV.
Taxation
Federal Tax Information for the Funds
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 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 “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 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. To qualify
for treatment as a RIC, a fund must, among other requirements, distribute annually to its shareholders at least 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, the partnership must meet the 90%
gross income requirements for the exception from treatment as a corporation with gross income other than income consisting 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. 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.
Dividends and interest received
from a fund’s holding of foreign securities may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If the funds meet
certain requirements, which include a requirement that more than 50% of the value of the funds' total assets at the close of its respective taxable year consists of stocks or securities of foreign corporations, then the funds should be eligible to
file an election with the Internal Revenue Service (IRS) that may enable shareholders, in effect, to receive either the benefit of a foreign tax credit, or a tax deduction, with respect to any foreign and U.S. possessions income taxes paid to the
funds, subject to certain limitations. Pursuant to this election, the funds will treat those taxes as dividends paid to its shareholders. Each such shareholder will be required to include a proportionate share of those taxes in gross income as
income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then, subject to certain limitations, either deduct the taxes deemed paid by him or her in
computing his or her taxable income or, alternatively, use the foregoing information in calculating any foreign tax credit the shareholder may be entitled to use against such shareholder’s federal income tax. If the funds make this election,
the funds will report annually to its shareholders the respective amounts per share of the funds' income from sources within, and taxes paid to, foreign countries and U.S. possessions.
The funds’ transactions in foreign currencies
and forward foreign currency contracts will be subject to special provisions of the Internal Revenue Code that, among other things, may affect the character of gains and losses realized by the funds (i.e., may affect whether gains or losses are
ordinary or capital), accelerate recognition of income to the funds and defer losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require the funds to mark-to-market
certain types of positions in their portfolios (i.e., treat them as if they were closed out) which may cause the funds to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the RIC distribution
requirements for avoiding income and excise taxes. The funds intend to monitor their transactions, intend to make the appropriate tax elections, and intend to make the appropriate entries in their books and records when they acquire any foreign
currency or forward foreign currency contract in order to mitigate the effect of these rules so as to prevent disqualification of the funds as a RIC and minimize the imposition of income and excise taxes.
If the funds own shares in certain foreign
investment entities, referred to as “passive foreign investment companies” or “PFICs,” the funds will be subject to one of the following special tax regimes: (i) the funds are liable for U.S. federal income tax, and an
additional interest charge, on a portion of any “excess distribution” from such foreign entity or any gain from the disposition of such shares, even if the entire distribution or gain is paid out by the funds as a dividend to its
shareholders; (ii) if the funds were able and elected to treat a PFIC as a “qualified electing fund” or “QEF,” the funds would be required each year to include in income, and distribute to shareholders in accordance with the
distribution requirements set forth above, the funds’ pro rata share of the ordinary earnings and net capital gains of the passive foreign investment company, whether or not such earnings or gains are distributed to the funds; or (iii) the
funds may be entitled to mark-to-market annually shares of the PFIC, and in such event would be required to distribute to shareholders any such mark-to-market gains in accordance with the distribution requirements set forth above.
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.
Under Section 988 of the Internal
Revenue Code, special rules are provided for certain transactions in a foreign currency other than the taxpayer's functional currency (i.e., unless certain special rules apply, currencies other than the U.S. dollar). In general, foreign currency
gains or losses from forward contracts, from futures contracts that are not “regulated futures contracts,” and from unlisted options will be treated as ordinary income or loss under Section 988 of the Internal Revenue Code. Also, certain
foreign exchange gains or losses derived with respect to foreign fixed income securities are also subject to Section 988 treatment. In general, therefore, Section 988 gains or losses will increase or decrease the amount of a fund’s investment
company taxable income available to be distributed to shareholders as ordinary income, rather than increasing or decreasing the amount of the fund’s net capital gain.
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.
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 a fund become ex-dividend with respect to such dividend (and each fund also satisfies 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 the 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 individual’s income exceeds certain threshold amounts.
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.
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. REITs in which the funds invest often do not provide complete
and final tax information to the funds until after the time that the fund issues the tax reporting statement. As a result, a fund may at times find it necessary to reclassify to the amount and character of its distributions to you after it issues
your tax reporting statement. When such reclassification is necessary, the fund will send you a corrected, final Form 1099-DIV to reflect the reclassified information. If you receive a corrected Form 1099-DIV, use the information on this corrected
form, and not the information on the previously issued tax reporting statement in completing your tax returns.
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.
If a fund makes a distribution to a shareholder in
excess of a fund’s current and accumulated earnings and profits in any taxable year, the excess distribution will be treated as a return of capital to the extent of the shareholder’s tax basis in its shares, and thereafter, as capital
gain. A return of capital is not taxable, but reduces a shareholder’s tax basis in its shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of its shares. 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.
For corporate investors in a fund, dividend
distributions a 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, which may differ from the federal income tax treatment described above.
A sale of shares in a fund may give rise to a gain
or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than one year. Otherwise, the gain or loss on the taxable disposition of
shares will be treated as short-term capital gain or loss. The maximum individual tax 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 the shareholder with
respect to the shares. All or a portion of any loss realized upon a taxable disposition of shares will be disallowed if other substantially identical shares of a fund are purchased 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.
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 that 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 Authorized Participant who
exchanges securities for Creation Units generally will recognize a gain or a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time and the sum of the exchanger’s aggregate basis in
the securities surrendered plus the amount of cash paid for such Creation Units. A person who redeems Creation Units will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the
sum of the aggregate market value of any securities received plus the amount of any cash received for such Creation Units. The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted
currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position.
Any capital gain or loss realized upon the creation
of Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged for such Creation Units have been held for more than one year. Any capital gain or loss realized upon the redemption of Creation Units will
generally be treated as long-term capital gain or loss if the shares comprising the Creation Units have been held for more than one year. Otherwise, such capital gains or losses will be treated as short-term capital gains or losses.
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) a fund invests in REITs that hold residual interests in real estate mortgage investment conduits (REMICs) or (ii) its 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 IRS 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.
Each fund has the right
to reject an order to for Creation Units if the purchaser (or group of purchasers) would, upon obtaining the shares so ordered, own 80% or more of the outstanding shares of the fund and if, pursuant to section 351 of the Internal Revenue Code, the
respective fund would have a basis in the deposit securities different from the market value of such securities on the date of deposit. Each fund also has the right to require information necessary to determine beneficial Share ownership for
purposes of the 80% determination.
Backup Withholding
—
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 IRS 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.
Disclosure for Non-U.S. Shareholders
—
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 tax if a fund elects to report such dividends in written notice. Distributions to foreign shareholders of such short-term capital gain dividends and of 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 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 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 look-through rule will apply to
distributions of so-called FIRPTA gain by a fund if the fund is classified as a “qualified investment entity,” which includes an entity taxable as a RIC if, in general, more than 50% of the RIC’s assets consist of interests
in REITs and other U.S. real
property holding corporations. If this condition is met, in the absence of certain exceptions (described below), distributions by the fund to a foreign shareholder, to the extent derived from gain from the disposition of a U.S. real property
interest (USRPI), will be treated as FIRPTA gain subject to U.S. withholding tax at a rate of 35%, and requiring that the foreign shareholder file nonresident U.S. income tax returns. Also, such gain will be subject to a 30% branch profits tax in
the hands of a foreign corporate shareholder.
Provided, however, that the class of fund shares
held by a foreign shareholder is regularly traded on an established U.S. securities exchange and the foreign shareholder did not own more than 5% of that class of shares at any time during the one-year period ending on the date of the distribution,
distributions made by the fund will not be treated as FIRPTA gain under the look-through rule; instead, capital gain distributions from USRPI gain in the hands of a foreign shareholder will be taxed as ordinary income and will generally be subject
to withholding at a 30% rate (or lower treaty rate). If a fund is treated as a “qualified investment entity,” unless the fund is “domestically controlled,” meaning that less than 50% of the shares of the fund is held directly
or indirectly by foreign shareholders for a five-year period ending on the date of the distribution, dispositions of fund shares by a foreign shareholder that does not satisfy the conditions of the 5% ownership exception described above generally
will be treated as FIRPTA gain subject to withholding at a 15% rate, and requiring that foreign shareholders file nonresident U.S. income tax returns.
Reportable
Transactions
—
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 IRS 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 funds 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
—
Non-U.S. Market Holiday Schedules
The following list sets forth the
dates in the 2017 calendar year on which non-U.S. market holdings may affect the relevant securities markets of the listed countries. The list is based on information available to the funds. The list may not be accurate or complete and is subject to
change.
Argentina
|
February
27
February 28
March 24
|
April
14
May 1
May 25
|
June
19
June 20
August 15
|
October
9
November 27
|
December
8
December 25
|
Australia
|
January
2
January 26
|
April
14
April 17
|
April
25
June 12
|
December
25
|
December
26
|
Austria
|
January
6
April 17
May 1
|
May
25
June 5
June 15
|
August
15
October 26
|
November
1
December 8
|
December
25
December 26
|
Belgium
|
April
17
May 1
|
May
25
June 5
|
July
21
August 15
|
November
1
|
December
25
|
Brazil
|
January
25
February 27
February 28
|
April
14
April 21
May 1
|
June
15
September 7
October 12
|
November
2
November 15
November 20
|
December
25
December 29
|
Canada
|
January
2
February 20
|
April
14
May 22
|
July
3
August 7
|
September
4
October 9
|
December
25
December 26
|
Chile
|
January
2
April 14
April 19
|
May
1June 26
August 15
|
September
18
September 19
October 9
|
October
27
November 1
|
December
8
December 25
|
China
|
January
2
January 3
January 27
January 30
|
January
31
February 1
February 2
April 3
|
April
4
April 5
May 1
May 29
|
May
30
October 2
October 3
|
October
4
October 5
October 6
|
Colombia
|
January
9
March 20
April 13
April 14
|
May
1
May 29
June 19
June 26
|
July
3
July 20
August 7
|
August
21
October 16
November 6
|
November
13
December 8
December 25
|
The
Czech Republic
|
April
14
April 17
|
May
1
May 8
|
July
5
July 6
|
September
28
November 17
|
December
25
December 26
|
Denmark
|
April
13
April 14
|
April
17
May 12
|
May
25
May 26
|
June
5
December 25
|
December
26
|
Egypt
|
The
Egyptian market is closed every Friday.
|
January
25
April 17
|
April
25
May 1
|
June
26
August 31
|
September
1
September 21
|
October
6
November 30
|
Finland
|
January
6
April 14
|
April
17
May 1
|
May
25
June 23
|
December
6
December 25
|
December
26
|
France
|
April
14
April 17
May 1
|
May
8
May 25
|
June
5
July 14
|
August
15
November 1
|
December
25
December 26
|
Germany
|
April
14
April 17
|
May
1
May 25
|
June
5
October 3
|
December
25
|
December
26
|
Greece
|
January
6
February 27
|
April
14
April 17
|
May
1
June 5
|
August
15
October 28
|
December
25
December 26
|
Hong
Kong
|
January
2
January 30
January 31
|
April
4
April 14
April 17
|
May
1
May 3
May 30
|
October
2
October 5
|
December
25
December 26
|
Hungary
|
March
15
April 14
|
April
17
May 1
|
June
5
October 23
|
November
1
December 25
|
December
26
|
India
|
January
26
February 23
|
April
4
April 14
|
May
1
August 15
|
August
24
October 2
|
November
3
December 25
|
Indonesia
|
January
2
March 28
April 14
April 24
|
May
1
May 11
May 25
June 1
|
June
26
June 27
June 28
June 29
|
June
30
August 17
September 1
September 21
|
December
1
December 25
December 26
|
Ireland
|
March
17
April 17
|
May
1
June 5
|
August
7
October 30
|
December
25
|
December
26
|
Israel
|
The
Israel market is closed every Friday.
|
April
11
April 17
|
May
2
May 31
|
September
21
September 22
|
October
5
|
October
12
|
Italy
|
January
6
April 14
April 17
|
April
25
May 1
|
June
2
August 15
|
November
1
December 8
|
December
25
December 26
|
Japan
|
January
2
January 2
January 9
|
March
20
May 3
May 4
|
May
5
July 17
August 11
|
September
18
October 9
|
November
3
November 23
|
Luxembourg
|
April
17
May 1
|
May
25
June 5
|
June
23
August 15
|
November
1
December 25
|
December
26
|
Malaysia
|
January
2
January 30
February 1
|
February
9
May 1
May 10
|
June
12
June 26
June 27
|
August
31
September 1
September 21
|
October
18
December 1
December 25
|
Mexico
|
February
6
March 20
|
April
13
April 14
|
May
1
November 2
|
November
20
December 12
|
December
25
|
Netherlands
|
April
14
April 17
|
April
27
May 5
|
May
25
June 5
|
December
25
|
December
26
|
New
Zealand
|
January
2
January 3
January 23
January 30
|
February
6
March 20
April 14
April 17
|
April
18
April 25
June 5
September 25
|
October
20
October 23
October 30
November 17
|
December
4
December 25
December 26
|
Norway
|
April
13
April 14
|
April
17
May 1
|
May
17
May 25
|
June
5
December 25
|
December
26
|
Philippines
|
April
13
April 14
May 1
|
June
12
June 26
August 21
|
August
28
September 1
|
October
31
November 1
|
November
30
December 25
|
Poland
|
January
6
April 14
|
April
17
May 1
|
May
3
June 15
|
August
15
November 1
|
December
25
December 26
|
Portugal
|
April
14
April 25
|
May
1
June 15
|
August
15
October 5
|
November
1
December 1
|
December
8
December 25
|
Russia
|
January
2
January 3
January 4
|
January
5
January 6
February 23
|
February
24
March 8
May 1
|
May
8
May 9
|
June
12
November 6
|
Singapore
|
January
2
January 30
|
April
14
May 1
|
May
10
June 26
|
August
9
September 1
|
October
18
December 25
|
South
Africa
|
January
2
March 21
April 14
|
April
17
April 27
May 1
|
June
16
August 9
|
September
25
December 25
|
December
26
December 27
|
South
Korea
|
January
27
January 30
March 1
May 1
|
May
3
May 5
June 6
|
August
15
October 3
October 4
|
October
5
October 6
October 9
|
December
20
December 25
December 29
|
Spain
|
January
6
April 13
|
April
14
May 1
|
August
15
October 12
|
November
1
December 6
|
December
8
December 25
|
Sweden
|
January
6
April 14
|
April
17
May 1
|
May
25
June 6
|
June
23
December 25
|
December
26
|
Switzerland
|
January
2
April 14
|
April
17
May 1
|
May
25
June 5
|
August
1
December 25
|
December
26
|
Taiwan
|
January
2
January 27
January 30
|
January
31
February 1
February 27
|
February
28
April 3
April 4
|
May
29
May 30
October 4
|
October
9
October 10
|
Thailand
|
January
2
January 3
February 13
|
April
6
April 13
April 14
|
April
17
May 1
May 5
|
May
10
July 10
August 14
|
October
23
December 5
December 11
|
Turkey
|
May
1
May 19
|
June
26
June 27
|
August
30
|
September
1
|
September
4
|
United
Kingdom
|
January
2
April 14
|
April
17
May 1
|
May
29
August 28
|
December
25
|
December
26
|
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.
PART C: OTHER INFORMATION
ITEM
28.
|
EXHIBITS
|
(a)(1)
|
Certificate
of Trust, dated January 27, 2009, of Schwab Strategic Trust (the Registrant or the Trust) is incorporated by reference to Exhibit (a)(1) of the Registrant’s Registration Statement, filed July 15, 2009.
|
|
|
(a)(2)
|
Registrant’s
Amended and Restated Agreement and Declaration of Trust, dated October 12, 2009, is incorporated by reference to Exhibit (a)(3) of Pre-Effective Amendment No. 2 of the Registrant’s Registration Statement, filed October 27, 2009.
|
|
|
(b)
|
Registrant’s
By-Laws, dated January 26, 2009, is incorporated by reference to Exhibit (b) of the Registrant’s Registration Statement, filed July 15, 2009.
|
|
|
(c)
|
Reference
is made to Article 5 of the Registrant’s Agreement and Declaration of Trust.
|
|
|
(d)(1)
|
Advisory
Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d) of Post-Effective Amendment No. 1 of the Registrant’s Registration Statement, filed April 21,
2010 (hereinafter referred to as PEA No. 1).
|
|
|
(d)(2)
|
Amendment
No. 1, dated July 26, 2010, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d)(2) of Post-Effective Amendment No. 3 of the
Registrant's Registration Statement, filed July 23, 2010 (hereinafter referred to as PEA No. 3).
|
|
|
(d)(3)
|
Amendment
No. 2, dated December 17, 2010, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d)(3) of Post-Effective Amendment No. 7 of the
Registrant’s Registration Statement, filed April 15, 2011 (hereinafter referred to as PEA No. 7).
|
|
|
(d)(4)
|
Amendment
No. 3, dated July 1, 2011, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d)(4) of Post-Effective Amendment No. 12 of the
Registrant’s Registration Statement, filed July 8, 2011 (hereinafter referred to as PEA No. 12).
|
|
|
(d)(5)
|
Amendment
No. 4, dated October 1, 2011, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d)(5) of Post-Effective Amendment No. 17 of the
Registrant’s Registration Statement, filed October 14, 2011 (hereinafter referred to as PEA No. 17).
|
|
|
(d)(6)
|
Amendment
No. 5, dated September 20, 2012, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d)(6) of Post-Effective Amendment No. 27 of the
Registrant’s Registration Statement, filed on November 21, 2012.
|
|
|
(d)(7)
|
Amendment
No. 6, dated March 11, 2013, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d)(7) of Post-Effective Amendment No. 35 of the
Registrant’s Registration Statement, filed on April 26, 2013.
|
|
|
(d)(8)
|
Amendment
No. 7, dated August 8, 2013, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d)(8) of Post-Effective Amendment No. 46 of the
Registrant’s Registration Statement, filed on August 8, 2013 (hereinafter referred to as PEA No. 46).
|
|
|
(d)(9)
|
Amendment
No. 8, dated March 5, 2014, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d)(9) of Post-Effective Amendment No. 68 of the
Registrant’s Registration Statement, filed on April 25, 2014 (hereinafter referred to as PEA No. 68).
|
|
|
(d)(10)
|
Amendment
No. 9, dated April 18, 2014, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d)(10) of PEA No. 68.
|
|
|
(d)(11)
|
Amendment
No. 10, dated February 24, 2015, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d)(12) of Post-Effective Amendment No. 81 of the
Registrant’s Registration Statement, filed on April 24, 2015 (hereinafter referred to as PEA No. 81).
|
|
|
(d)(12)
|
Amendment
No. 11, dated March 4, 2015, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d)(13) of PEA No. 81.
|
ITEM
28.
|
EXHIBITS
|
|
|
(d)(13)
|
Amendment
No. 12, dated November 12, 2015, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d)(14) of Post-Effective Amendment No. 85 of the
Registrant’s Registration Statement, filed on December 28, 2015 (hereinafter referred to as PEA No. 85).
|
|
|
(d)(14)
|
Amendment
No. 13, dated November 17, 2015, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d)(15) of PEA No. 85.
|
|
|
(d)(15)
|
Amendment
No. 14, dated March 1, 2016, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (d)(16) of Post-Effective Amendment No. 89 of the
Registrant’s Registration Statement, filed on May 9, 2016 (hereinafter referred to as PEA No. 89).
|
|
|
(d)(16)
|
Amendment
No. 15, dated May 2, 2016, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009 is incorporated by reference to Exhibit (d)(16) of Post-Effective Amendment No. 90 of the
Registrant’s Registration Statement, filed on June 27, 2016 (hereinafter referred to as PEA No. 90).
|
|
|
(d)(17)
|
Amendment
No. 16, dated October 7, 2016, to the Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009 is filed herein as Exhibit (d)(17).
|
|
|
(e)(1)
|
Distribution
Agreement between the Registrant and SEI Investments Distribution Co. is incorporated by reference to Exhibit (e) of PEA No. 1.
|
|
|
(e)(2)
|
Amendment
No. 1, dated July 26, 2010, to Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(2) of PEA No. 3.
|
|
|
(e)(3)
|
Amendment
No. 2, dated December 17, 2010, to Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(3) of PEA No. 7.
|
|
|
(e)(4)
|
Amendment
No. 3, dated July 1, 2011, to the Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(4) of PEA No. 12.
|
|
|
(e)(5)
|
Amendment
No. 4, dated October 1, 2011, to the Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(5) of PEA No. 17.
|
|
|
(e)(6)
|
Amendment
No. 5, dated August 8, 2013, to the Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(6) of PEA No. 46.
|
|
|
(f)
|
Not
applicable.
|
|
|
(g)(1)
|
Custodian
Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(1) of Pre-Effective Amendment No. 1 of Registrant’s Registration Statement, filed October 7, 2009
(hereinafter referred to as Pre-Effective Amendment No. 1).
|
|
|
(g)(2)
|
Amendment,
dated October 8, 2009, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005 is incorporated by reference to Exhibit (g)(2) of PEA No. 1.
|
|
|
(g)(3)
|
Amendment,
dated July 26, 2010, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, filed September 24, 2010 (hereafter referred to as PEA No. 4) is incorporated by reference to Exhibit (g)(3) of
PEA No. 4.
|
|
|
(g)(4)
|
Amendment,
dated December 17, 2010, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(4) of PEA No. 7.
|
|
|
(g)(5)
|
Amendment,
dated July 1, 2011, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(5) of PEA No. 12.
|
|
|
(g)(6)
|
Amendment,
dated October 1, 2011, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(6) of PEA No. 17.
|
|
|
(g)(7)
|
Amendment,
dated July 8, 2013, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(7) of Post-Effective Amendment No. 56 of the Registrant’s
Registration Statement, filed on December 26, 2013, (hereinafter referred to as PEA No. 56).
|
|
|
(h)(1)
|
Administration
Agreement between the Registrant and Charles Schwab Investment Management, Inc, dated October 12, 2009, is incorporated by reference to Exhibit (h)(1) of Pre-Effective Amendment No. 1.
|
ITEM
28.
|
EXHIBITS
|
|
|
(h)(1)(a)
|
Amendment
No. 1, dated July 26, 2010, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(8) of PEA No. 3.
|
|
|
(h)(1)(b)
|
Amendment
No. 2, dated December 17, 2010, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1)(b) of PEA No. 7.
|
|
|
(h)(1)(c)
|
Amendment
No. 3, dated July 1, 2011, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1)(c) of PEA No. 12.
|
|
|
(h)(1)(d)
|
Amendment
No. 4, dated October 1, 2011, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1)(d) of PEA No. 17.
|
|
|
(h)(1)(e)
|
Amendment
No. 5, dated August 8, 2013, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1)(e) of PEA No. 46.
|
|
|
(h)(2)
|
Transfer
Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2) of Pre-Effective Amendment No. 1.
|
|
|
(h)(2)(a)
|
Amendment,
dated July 26, 2010, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, filed September 24, 2010 is incorporated by reference to Exhibit (h)(9) of PEA No. 4.
|
|
|
(h)(2)(b)
|
Amendment,
dated December 17, 2010, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2)(b) of PEA No. 7.
|
|
|
(h)(2)(c)
|
Amendment,
dated July 1, 2011, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2)(c) of PEA No. 12.
|
|
|
(h)(2)(d)
|
Amendment,
dated October 1, 2011, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2)(d) of PEA No. 17.
|
|
|
(h)(2)(e)
|
Amendment,
dated July 8, 2013, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2)(e) of PEA No. 56.
|
|
|
(h)(3)
|
Authorized
Participant Agreement is incorporated by reference to Exhibit (h)(3) of Pre-Effective Amendment No. 1.
|
|
|
(h)(4)
|
Master
Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4) of Pre-Effective Amendment No. 1.
|
|
|
(h)(4)(a)
|
Amendment,
dated October 8, 2009, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5) of PEA No. 1.
|
|
|
(h)(4)(b)
|
Amendment,
dated July 26, 2010, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, filed September 24, 2010 is incorporated by reference to Exhibit (g)(10) of PEA No. 4.
|
|
|
(h)(4)(c)
|
Amendment,
dated December 17, 2010, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(c) of PEA No. 7.
|
|
|
(h)(4)(d)
|
Amendment,
dated July 1, 2011, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(d) of PEA No. 12.
|
|
|
(h)(4)(e)
|
Amendment,
dated October 1, 2011, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(e) of PEA No. 17.
|
|
|
(h)(4)(f)
|
Amendment,
dated July 8, 2013, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(f) of PEA No. 56.
|
|
|
(h)(4)(g)
|
Amendment,
dated January 20, 2016, to Appendix A of the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is filed herein as Exhibit (h)(4)(g).
|
ITEM
28.
|
EXHIBITS
|
|
|
(h)(4)(h)
|
Amendment,
dated August 18, 2016, to Appendix A of the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is filed herein as Exhibit (h)(4)(h).
|
|
|
(h)(5)
|
Sub-Administration
Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(6) of Pre-Effective Amendment No. 1.
|
|
|
(h)(5)(a)
|
Amendment,
dated October 8, 2009, to the Sub-Administration Agreement between the Charles Schwab Investment Management Company, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(7) of PEA No. 1.
|
|
|
(h)(5)(b)
|
Amendment,
dated July 26, 2010 to the Sub-Administration Agreement between the Charles Schwab Investment Management Company, Inc. and State Street Bank and Trust Company, dated October 1, 2005, filed September 24, 2010 is incorporated by reference to Exhibit
(g)(11) of PEA No. 4.
|
|
|
(h)(5)(c)
|
Amendment,
dated December 17, 2010, to the Sub-Administration Agreement between the Charles Schwab Investment Management Company, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(c) of PEA No.
7.
|
|
|
(h)(5)(d)
|
Amendment,
dated July 1, 2011, to the Sub-Administration Agreement between the Charles Schwab Investment Management Company, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(d) of PEA No. 12.
|
|
|
(h)(5)(e)
|
Amendment,
dated October 1, 2011, to the Sub-Administration Agreement between the Charles Schwab Investment Management Company, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(e) of PEA No.
17.
|
|
|
(h)(5)(f)
|
Amendment
to the Sub-Administration Agreement between the Charles Schwab Investment Management Company, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(f) of PEA No. 56.
|
|
|
(i)
|
Opinion
and Consent of Counsel is filed herein as Exhibit (i).
|
|
|
(j)(1)
|
Consent
of PricewaterhouseCoopers LLP is filed herein as Exhibit (j)(1).
|
|
|
(j)(2)
|
Power
of Attorney executed by Walter W. Bettinger II, dated January 1, 2016 is incorporated by reference to Exhibit (j)(2) of Post-Effective Amendment No. 86 of the Registrant’s Registration Statement, filed on January 12, 2016 (hereinafter
referred to as PEA No. 86).
|
|
|
(j)(3)
|
Power
of Attorney executed by Marie A. Chandoha, dated January 1, 2016 is incorporated by reference to Exhibit (j)(3) of PEA No. 86.
|
|
|
(j)(4)
|
Power
of Attorney executed by Joseph R. Martinetto, dated January 1, 2016 is incorporated by reference to Exhibit (j)(4) of PEA No. 86.
|
|
|
(j)(5)
|
Power
of Attorney executed by Robert W. Burns, dated January 1, 2016 is incorporated by reference to Exhibit (j)(5) of PEA No. 86.
|
|
|
(j)(6)
|
Power
of Attorney executed by John F. Cogan, dated January 1, 2016 is incorporated by reference to Exhibit (j)(6) of PEA No. 86.
|
|
|
(j)(7)
|
Power
of Attorney executed by Stephen Timothy Kochis, dated January 1, 2016 is incorporated by reference to Exhibit (j)(7) of PEA No. 86.
|
|
|
(j)(8)
|
Power
of Attorney executed by David L. Mahoney, dated January 1, 2016 is incorporated by reference to Exhibit (j)(8) of PEA No. 86.
|
|
|
(j)(9)
|
Power
of Attorney executed by Kiran M. Patel, dated January 1, 2016 is incorporated by reference to Exhibit (j)(9) of PEA No 89.
|
|
|
(j)(10)
|
Power
of Attorney executed by Kimberly S. Patmore, dated January 1, 2016 is incorporated by reference to Exhibit (j)(10) of PEA No. 86.
|
|
|
(j)(11)
|
Power
of Attorney executed by Charles A. Ruffel, dated January 1, 2016 is incorporated by reference to Exhibit (j)(11) of PEA No. 86.
|
|
|
ITEM
28.
|
EXHIBITS
|
(j)(12)
|
Power
of Attorney executed by Gerald B. Smith, dated January 1, 2016 is incorporated by reference to Exhibit (j)(12) of PEA No. 86.
|
|
|
(j)(13)
|
Power
of Attorney executed by Joseph H. Wender, dated January 1, 2016 is incorporated by reference to Exhibit (j)(13) of PEA No. 86.
|
|
|
(j)(14)
|
Power
of Attorney executed by Mark D. Fischer, dated January 1, 2016 is incorporated by reference to Exhibit (j)(14) of PEA No. 86.
|
|
|
(k)
|
Not
applicable.
|
|
|
(l)
|
None.
|
|
|
(m)
|
Not
applicable.
|
|
|
(n)
|
Not
applicable.
|
|
|
(o)
|
Not
applicable.
|
|
|
(p)(1)
|
Joint
Code of Ethics for the Registrant and Charles Schwab Investment Management, Inc., dated September 21, 2016 is filed herein as Exhibit (p)(1).
|
|
|
(p)(2)
|
Code
of Ethics of SEI Investments Distribution Co., dated October 7, 2016 is filed herein as Exhibit (p)(2).
|
ITEM
29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE 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 Capital 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. 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.
Reference is made to Article VII of
Registrant’s Amended and Restated Agreement and Declaration of Trust (Exhibit (a)(2) filed October 27, 2009) and Article 11 of Registrant’s By-Laws (Exhibit (b) filed July 15, 2009).
Insofar as indemnification for liability arising
under the Securities Act of 1933, as amended (the Act), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling person of the 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, the 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 Act and will be governed by the final adjudication of such issue.
ITEM
31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
The Registrant’s investment adviser, Charles
Schwab Investment Management, Inc. (CSIM), a Delaware corporation, organized in October 1989, also serves as the investment manager to Laudus Trust, Schwab Capital Trust, The Charles Schwab Family of Funds, Schwab Investments, and Schwab Annuity
Portfolios, each an open-end, management investment company. The principal place of business of the investment adviser is 211 Main Street, San Francisco, CA 94105. The only business in which the investment adviser engages is that of investment
adviser and administrator to Schwab Capital Trust, The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios and any other investment companies that Schwab may sponsor in the future, investment adviser to the Registrant and
Laudus Trust 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 CSIM 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
|
Walter
W. Bettinger, II, Director
|
|
The
Charles Schwab Corporation
|
|
Director,
President and Chief Executive Officer
|
|
|
Charles
Schwab & Co., Inc.
|
|
Director,
President and Chief Executive Officer
|
|
|
Schwab
Holdings, Inc.
|
|
Director
|
|
|
Charles
Schwab Bank
|
|
Director
|
|
|
|
|
|
Peter
B. Crawford, Director
|
|
The
Charles Schwab Corporation
|
|
Executive
Vice President – Finance
|
|
|
Charles
Schwab & Co. Inc.
|
|
Executive
Vice President – Finance
|
|
|
Schwab
Holdings, Inc.
|
|
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 and Multi-Asset Strategies
|
|
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
|
|
|
|
|
|
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 and Senior Vice President
|
|
Schwab
Funds
|
|
Chief
Compliance Officer
|
|
|
Schwab
ETFs
|
|
Chief
Compliance Officer
|
|
|
Laudus
Funds
|
|
Chief
Compliance Officer
|
|
|
Charles
Schwab & Co., Inc.
|
|
Senior
Vice President
|
Name
and Position with Adviser
|
|
Name
of Other Company
|
|
Capacity
|
|
|
|
|
|
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 UNDERWRITER:
(a) SEI Investments Distribution
Co. (the Distributor) is the principal underwriter of the Trust.
The Distributor acts as distributor for:
SEI Daily Income Trust
SEI Tax Exempt Trust
SEI Institutional Managed Trust
SEI Institutional International Trust
SEI Institutional Investments Trust
The Advisors’ Inner Circle Fund
The Advisors’ Inner Circle Fund II
Bishop Street Funds
SEI Asset Allocation Trust
City National Rochdale Funds (formerly CNI Charter
Funds)
Causeway Capital Management Trust
ProShares Trust
Community Capital Trust (formerly Community
Reinvestment Act Qualified Investment Fund)
TD
Asset Management USA Funds
SEI Structured
Credit Fund, LP
Global X Funds
ProShares Trust II
Exchange Traded Concepts Trust (formerly FaithShares
Trust)
Schwab Strategic Trust
RiverPark Funds
Adviser Managed Trust
New Covenant Funds
Cambria ETF Trust
Highland Funds I (formerly Pyxis Funds I)
KraneShares Trust
LocalShares Investment Trust
SEI Insurance Products Trust
The KP Funds
The Advisors’ Inner Circle Fund III
J.P. Morgan Exchange-Traded Fund Trust
Winton Series Trust
SEI Catholic Values Trust
SEI Hedge Fund SPC
SEI Energy Debt Fund
Winton Diversified Opportunities Fund
Gallery Trust
RiverPark Commercial Real Estate Fund
(b) Information with respect to
each director, officer or partner of each principal underwriter is as follows. Unless otherwise noted, the business address of each director or officer is 1 Freedom Valley Drive, Oaks, PA 19456.
Name
|
|
Position
and Office with Underwriter
|
|
Positions
and Offices with Registrant
|
William
M. Doran
|
|
Director
|
|
None
|
Paul
F. Klauder
|
|
Director
|
|
None
|
Wayne
M. Withrow
|
|
Director
|
|
None
|
Kevin
Barr
|
|
Director,
President & Chief Executive Officer
|
|
None
|
Maxine
Chou
|
|
Chief
Financial Officer, Chief Operations Officer, & Treasurer
|
|
None
|
Karen
LaTourette
|
|
Chief
Compliance Officer,
|
|
None
|
|
|
Anti-Money
Laundering Officer & Assistant Secretary
|
|
|
John
C. Munch
|
|
General
Counsel & Secretary
|
|
None
|
Mark
J. Held
|
|
Senior
Vice President
|
|
None
|
Lori
L. White
|
|
Vice
President &Assistant Secretary
|
|
None
|
John
P. Coary
|
|
Vice
President & Assistant Secretary
|
|
None
|
Robert
Silvestri
|
|
Vice
President
|
|
None
|
Judith
A. Hirx
|
|
Vice
President
|
|
None
|
Jason
McGhin
|
|
Vice
President
|
|
None
|
Gary
Michael Reese
|
|
Vice
President
|
|
None
|
(c)
None.
ITEM
33. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to
be maintained by Section 31(a) of the 1940 Act, as amended, and the Rules thereunder will be maintained at the offices of:
1)
|
Schwab Strategic
Trust, 211 Main Street, San Francisco, CA 94105
|
2)
|
Charles Schwab
Investment Management, Inc., 211 Main Street, San Francisco, CA 94105
|
3)
|
Principal
Underwriter — SEI Investments Distribution Co., 1 Freedom Valley Drive, Oaks, PA 19456
|
4)
|
Custodian —
State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111
|
5)
|
Transfer
Agent — State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111
|
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 the effectiveness of this Post-Effective
Amendment No. 92 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. 92 to be signed on its behalf by the undersigned, thereto duly authorized, in
the City of Washington in the District of Columbia, on the 28th day of December, 2016.
SCHWAB
STRATEGIC 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. 92 to Registrant’s Registration Statement on Form N-1A has been signed below by the following persons in the capacities indicated this 28th day of December, 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
(d)(17)
|
Amendment
to the Investment Advisory Agreement, dated October 7, 2016
|
Exhibit
(h)(4)(g)
|
Amendment
to Appendix A of the Master Fund Accounting and Services Agreement, dated January 20, 2016
|
Exhibit
(h)(4)(h)
|
Amendment
to Appendix A of the Master Fund Accounting and Services Agreement, dated August 18, 2016
|
Exhibit
(i)
|
Opinion
and Consent of Counsel
|
Exhibit
(j)(1)
|
Consent
of Independent Registered Public Accounting Firm
|
Exhibit
(p)(1)
|
Joint
Code of Ethics for the Registrant and Charles Schwab Investment Management, Inc., dated September 21, 2016
|
Exhibit
(p)(2)
|
Code
of Ethics of SEI Investments Distribution Co., dated May 1, 2016
|
AMENDMENT NO. 16 TO
ADVISORY AGREEMENT
THIS AMENDMENT NO. 16
TO ADVISORY AGREEMENT (this
Amendment
), effective as of October 7, 2016 by and between Schwab Strategic Trust (the
Trust
) and Charles Schwab Investment Management, Inc. (the
Adviser
).
WHEREAS, Trust and Adviser entered into an Advisory Agreement, dated October 12, 2009 (the
Advisory Agreement
),
pursuant to which Adviser serves as investment adviser to the Trust on behalf of the series set forth on Schedule A to the Advisory Agreement;
WHEREAS, the parties hereto desire to amend Schedule A to the Advisory with respect to Schwab U.S.
Mid-Cap
ETF, Schwab U.S.
Small-Cap
ETF, Schwab International Equity ETF, Schwab Emerging Markets Equity ETF and Schwab U.S. Aggregate Bond ETF (each a fund)
to reflect a change to the rate paid by the Trust to the Adviser as compensation for the Advisers services rendered to each fund.
NOW, THEREFORE,
in consideration of the premises, covenants, representations and warranties contained herein and intending to be
legally bound hereby, the parties hereto agree as follows:
1.
|
Schedule A of the Advisory Agreement is hereby amended to reflect a change to the rate paid by the Trust to the Adviser as compensation for the Advisers services rendered to each fund:
|
A new Schedule A is hereby attached to this Amendment.
2.
|
Except as expressly amended and provided herein, all of the terms, conditions and provisions of the Advisory Agreement shall continue in full force and effect. Capitalized terms not defined herein shall have the same
meaning as set forth in the Advisory Agreement.
|
3.
|
Entire Agreement
. The Advisory Agreement as modified by this Amendment constitutes the entire agreement among the parties with respect to the subject matter contained herein and therein and may only be amended by
a writing executed by all parties.
|
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date set forth above.
|
|
|
|
|
|
|
SCHWAB STRATEGIC TRUST, on behalf of
|
|
CHARLES SCHWAB INVESTMENT
|
each Fund listed on Schedule A
|
|
MANAGEMENT, INC.
|
|
|
|
|
By:
|
|
/s/ George Pereira
|
|
By:
|
|
/s/ Marie Chandoha
|
Name:
|
|
George Pereira
|
|
Name:
|
|
Marie Chandoha
|
Title:
|
|
Senior Vice President and Chief
|
|
Title:
|
|
President and Chief Executive Officer
|
|
|
Operating Officer
|
|
|
|
|
SCHEDULE A
to the
ADVISORY
AGREEMENT
Dated as of October 12, 2009 between
SCHWAB STRATEGIC TRUST and
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
As of October 7, 2016
The Trust will
pay to the Adviser as compensation for the Advisers services rendered, a fee, computed daily, at an annual rate, based on the average daily net assets of the respective Fund, in accordance the following fee schedule:
|
|
|
|
|
Fund
|
|
Rate
|
|
Schwab U.S. Broad Market ETF
|
|
|
0.03
|
%*
|
Schwab U.S.
Large-Cap
ETF
|
|
|
0.03
|
%*
|
Schwab U.S.
Large-Cap
Growth ETF
|
|
|
0.06
|
%*
|
Schwab U.S.
Large-Cap
Value ETF
|
|
|
0.06
|
%*
|
Schwab U.S.
Small-Cap
ETF
|
|
|
0.06
|
%*
|
Schwab International Equity ETF
|
|
|
0.07
|
%*
|
Schwab International
Small-Cap
Equity ETF
|
|
|
0.16
|
%*
|
Schwab Emerging Markets Equity ETF
|
|
|
0.13
|
%*
|
Schwab U.S. TIPS ETF
|
|
|
0.07
|
%*
|
Schwab Short-Term U.S. Treasury ETF
|
|
|
0.08
|
%*
|
Schwab Intermediate-Term U.S. Treasury ETF
|
|
|
0.09
|
%*
|
Schwab U.S. REIT ETF
|
|
|
0.07
|
%*
|
Schwab U.S.
Mid-Cap
ETF
|
|
|
0.06
|
%*
|
Schwab U.S. Aggregate Bond ETF
|
|
|
0.04
|
%*
|
Schwab U.S. Dividend Equity ETF
|
|
|
0.07
|
%*
|
Schwab Fundamental U.S. Broad Market Index ETF
|
|
|
0.32
|
%*
|
Schwab Fundamental U.S. Large Company Index ETF
|
|
|
0.32
|
%*
|
Schwab Fundamental U.S. Small Company Index ETF
|
|
|
0.32
|
%*
|
Schwab Fundamental International Large Company Index ETF
|
|
|
0.32
|
%*
|
Schwab Fundamental International Small Company Index ETF
|
|
|
0.46
|
%*
|
Schwab Fundamental Emerging Markets Large Company Index ETF
|
|
|
0.46
|
%*
|
*
|
The Adviser will pay the operating expenses of the Fund, excluding interest expense, taxes, any brokerage expenses, and extraordinary or
non-routine
expenses.
|
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
August 5, 2016
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
Attention: Steven C. Bennett, Vice President
and Senior Counsel
Reference is made to the Master Fund Accounting and Services Agreement between us dated as of
October 1, 2005, as amended and supplemented (the
Agreement
). Pursuant to the Agreement, this letter is to provide notice of:
(1)
|
creation of Schwab Target 2060 Fund (Target 2060 Fund); and
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(2)
|
creation of Schwab Target 2010 Index Fund, Schwab Target 2015 Index Fund, Schwab Target 2020 Index Fund, Schwab Target 2025 Index Fund, Schwab Target 2030 Index Fund, Schwab Target 2035 Index Fund, Schwab Target 2040
Index Fund, Schwab Target 2045 Index Fund, Schwab Target 2050 Index Fund, Schwab Target 2055 Index Fund and Schwab Target 2060 Index Fund (Target Index Funds)
|
In accordance with Section 11.6 of the Agreement, we request that you act as Accounting Agent with respect to the Target 2060 Fund and the Target Index
Funds. A revised Appendix A to the Agreement is attached hereto. In connection with such request, we hereby confirm to you, as of the date hereof, the representations and warranties set forth in Section 4(b) of the Agreement.
Please indicate your acceptance of the foregoing by executing two copies of this letter, returning one to us and retaining one copy for your records.
Very truly yours,
|
|
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SCHWAB CAPITAL TRUST
|
|
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By:
|
|
/s/ George Pereira
|
Name:
|
|
George Pereira
|
Title:
|
|
Chief Operating Officer & Sr. Vice President
|
|
|
|
Accepted:
|
|
STATE STREET BANK AND TRUST COMPANY
|
|
|
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|
By:
|
|
/s/ Andrew Erickson
|
Name:
|
|
Andrew Erickson
|
Title:
|
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Executive Vice President
|
APPENDIX A
(Effective August 18, 2016)
TO
MASTER FUND
ACCOUNTING AND SERVICES AGREEMENT
MANAGEMENT INVESTMENT COMPANIES AND PORTFOLIOS THREOF, 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
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
Retirement Government 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 Treasury Inflation Protected Securities 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 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 Target 2060 Fund
Schwab Target 2010 Index Fund
Schwab Target 2015 Index Fund
Schwab Target 2020 Index Fund
Schwab Target 2025 Index Fund
Schwab Target 2030 Index Fund
Schwab Target 2035 Index Fund
Schwab Target 2040 Index Fund
Schwab Target 2045 Index Fund
Schwab Target 2050 Index Fund
Schwab Target 2055 Index Fund
Schwab Target 2060 Index Fund
Schwab Core Equity Fund
Schwab Hedged Equity Fund
Laudus International MarketMasters Fund
Laudus
Small-Cap
MarketMasters Fund
Schwab Balanced 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
(formerly Schwab 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
|
|
|
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|
1095 Avenue of the Americas
New York, NY
10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
www.dechert.com
|
December 28, 2016
Schwab
Strategic Trust
211 Main Street
San Francisco, CA 94105
Dear Ladies and Gentlemen:
We have acted as counsel for
Schwab Strategic Trust (the Trust), a trust duly organized and validly existing under the laws of the State of Delaware, in connection with Post-Effective Amendment No. 92 to the Trusts Registration Statement on Form
N-1A,
together with all Exhibits thereto (the Registration Statement) relating to the issuance and sale by the Trust of an indefinite number of shares of beneficial interest of the Trust, under the
Securities Act of 1933, as amended (the 1933 Act), and Amendment No. 94 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 Amended and Restated Agreement and Declaration of Trust and its
By-Laws,
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 December 29,
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
October 17, 2016, relating to the financial statements and financial highlights which appear in the August 31, 2016 Annual Reports to Shareholders of 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.
Mid-Cap
ETF, Schwab U.S.
Small-Cap
ETF, Schwab U.S. Dividend Equity ETF, Schwab International Equity ETF, Schwab International
Small-Cap
Equity ETF, and Schwab Emerging Market Equity ETF, 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.
San Francisco, California
December 21, 2016
J.II.1.B.
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB INVESTMENTS
SCHWAB CAPITAL TRUST
SCHWAB ANNUITY PORTFOLIOS
SCHWAB STRATEGIC TRUST
LAUDUS TRUST
CHARLES
SCHWAB INVESTMENT MANAGEMENT, INC.
CHARLES SCHWAB & CO., INC.
JOINT CODE OF ETHICS
PERSONAL TRADING POLICY
Effective September 21, 2016
Capitalized terms used in the Code are defined,
when practicable, within the related text. Otherwise such terms are defined in the attached Appendix A.
1
J.II.1.B.
INTRODUCTION
Charles Schwab Investment Management, Inc. (CSIM) and Charles Schwab & Co., Inc. (CS&Co.), in its capacity
as principal underwriter for certain funds, have a fiduciary duty to the Funds and advisory clients (Clients). The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios (the Schwab
Funds), Laudus Trust (the Laudus Funds) and Schwab Strategic Trust (the Schwab ETFs, and together with Schwab Funds and Laudus Funds, the Funds) have a fiduciary duty to their shareholders. To assist in
meeting these fiduciary duties, CSIM, CS&Co. and the Funds expect every person subject to this Joint Code of Ethics to demonstrate the highest standards of ethical conduct in such a manner as to (i) avoid serving their own personal interest
ahead of clients, (ii) avoid taking inappropriate advantage of their position with CS&Co., CSIM or the Funds, and (iii) avoid and, where appropriate, mitigate any actual or potential conflicts of interests or any abuse of their
position of trust and responsibility.
To this end, CSIM, CS&Co. and the Funds have adopted this Joint Code of Ethics (the
Code) which sets the minimum standards of conduct applicable to all of CSIMs directors, officers and employees, officers and trustees of the Funds, and certain CS&Co. persons and other individuals as designated by the Chief
Compliance Officer (CCO) or designee (Access Persons).
The Code is designed to help Access Persons avoid potential
conflicts that may arise from their actions and their personal investments and preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct.
In addition, all CSIM and CS&Co. employees are also responsible for knowing and complying with The Charles Schwab Corporations
Compliance Manual, The Code of Business Conduct and Ethics and applicable policies and procedures related to individual roles and responsibilities. Access Persons who are also CS&Co. employees are required to comply with the Broker-Dealer
Compliance Manual as well.
The Code does not and cannot identify all possible conflicts of interest that you might encounter. Rather, you
have an
on-going
responsibility to identify any areas where personal activities may conflict with Clients interests and to operate in a manner that mitigates both actual and perceived conflicts. You must
at all times act in accordance with both the letter and the spirit of applicable laws, rules and regulations.
If you violate this Code or
associated policies and procedures, CSIM, the Funds and/or CS&Co. may impose disciplinary action against you which may include notification to your supervisor, disgorgement of profits and possibly suspension and/or termination.
2
J.II.1.B.
If you have any questions concerning a proposed course of action that may present a conflict
of interest, you should contact your supervisor for guidance. Supervisors who have questions about how to proceed should contact the CCO or his or her designee for guidance.
MATERIAL
NON-PUBLIC
INFORMATION
You have an obligation to safeguard material
non-public
information regarding CSIM and its Clients,
including the Funds. The Charles Schwab Corporations Compliance Manual has policies and procedures that establish minimum requirements that all employees are required to follow when in possession of material
non-public
information about any issuer. In addition, when you are in possession of confidential information about CSIM and/or its Clients, you are prohibited from sharing such information with anyone, other
than those who have a business need to know, and from using such information for personal gain.
Specifically, you are prohibited from:
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Disclosing current portfolio transactions that portfolio managers and traders have made or potential portfolio transactions that are being contemplated on behalf of Clients or any other
non-public
information to anyone outside of CSIM, except as required to effect securities transactions on behalf of a Client.
|
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Trading on the basis of the Funds material
non-public
information: the following types of information have, under certain circumstances, been determined to be material
non-public
information in the mutual fund context (if not yet publicly disclosed):
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i.
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Holdings and transaction information.
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ii.
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The portfolio managers investment decisions.
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iii.
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Performance analysis.
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iv.
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Subscription and redemption activity.
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vi.
|
Decisions to hire or fire an adviser/subadviser or invest or divest in a proprietary or third-party mutual fund or ETF.
|
3
J.II.1.B.
|
vii.
|
Material subadviser due diligence information.
|
|
viii.
|
Change of portfolio manager.
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Using knowledge of portfolio transactions that portfolio managers and traders have made or potential portfolio transactions that are being contemplated on behalf of Clients to personally profit, or cause others to
profit, by the market effect of such transactions. Anytime you are in possession of material
non-public
information, you are prohibited from transacting in such transactions, regardless of having received
pre-clearance
approval (as discussed below).
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Engaging in deceptive conduct in connection with the purchase or sale of portfolio transactions for Client accounts, including without limitation:
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|
i.
|
Employing any device, scheme or artifice to defraud any Client.
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ii.
|
Making any untrue statement of a material fact to any Client or misleading any Client by omitting to state a material fact.
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iii.
|
Engaging in any act, practice or course of business that would defraud or deceive any Client.
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|
iv.
|
Engaging in any manipulative practice with respect to any Client.
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v.
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Investing in derivatives or similar instruments to evade the restrictions of this Code.
|
These
requirements may be supplemented from time to time by additional policies and procedures. It is your responsibility to be familiar with and to comply with all such policies and procedures.
PERSONAL TRADING
This section of the Code contains rules applicable to Access Persons and
certain of their household members (Covered Persons) regarding owning and trading Covered Securities in certain Personal Accounts.
4
J.II.1.B.
An
Access Person
is
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Any officer, director or trustee of CSIM or the Funds
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Certain CSIM contractors as determined and notified by CSIM Compliance
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Certain CS&Co. employees, as determined and notified by CSIM Compliance, who support CSIM and/or the Funds
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Other persons who are determined and notified by the CCO or his designee to have access to nonpublic information regarding any Client or Fund, including portfolio holdings and/or any transactions in a portfolio
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If you are an Access Person, your
Covered Persons
include
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Individuals living in your home who are supported, directly or indirectly, to a material extent by you
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Personal Accounts
are securities accounts over which you or any of your Covered Persons exercise direct or indirect control or
discretion or in which you or any of your Covered Persons have a direct or indirect beneficial ownership or financial interest.
Covered
Securities
include:
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All publicly and privately traded securities
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Debt securities including convertible, municipal and
non-U.S.
government bonds
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Any option, future, forward contract or other obligation involving securities or indices thereof, including an instrument whose value is derived or based on any of the above
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Any separate security which is convertible into or exchangeable for, or which confers a right to purchase, a Covered Security
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Shares of a
closed-end
investment company
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Exchange traded products (e.
g.
, ETFs/ETNs, including Schwab ETFs)
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Shares of the Schwab and Laudus Funds (except money market funds)
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The following securities are
excluded
from the definition of Covered Securities:
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Shares of registered
non-affiliated
open-end
investment companies (e.g., mutual funds), except for shares of ETFs
|
5
J.II.1.B.
|
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Shares of
non-affiliated
unit investment trusts that invest exclusively in
non-affiliated
registered
open-end
investment companies, except those that trade as exchanged traded products
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Direct obligations of the U.S. government (e.g., Treasury securities)
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High-Quality Short-Term Debt Instruments, as defined in Appendix A, such as bank certificates of deposit, bankers acceptances, repurchase agreements, and commercial paper
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Affiliated money market funds
1
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II.
|
Reporting Requirements
|
The following reporting requirements apply to all Access Persons
and their Covered Persons (excluding Independent Trustees unless otherwise noted in Section II.E. below).
|
A.
|
Initial Accounts and Holdings Reports and Certifications
|
Within 10 days of hire or of
being notified by CSIM Compliance that you have been deemed an Access Person, you must submit to the CCO or his or her designee an Accounts and Holdings Report showing all of your Personal Accounts and holdings in Covered Securities (including those
of your Covered Persons). Your report must include the name of security, type of security, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each security held, as well as the name of any broker, dealer or bank
with whom the account is maintained, the name on the account and the account number. You must submit an Accounts and Holdings Report even if you do not have any securities accounts or applicable holdings. Initial reports are submitted through the
on-line
personal trading monitoring system utilized by CSIM (Personal Trading Monitoring System) and the information contained in the report must be current as of a date no more than 45 days prior to the
date of your hire or of being notified by CSIM Compliance that you have been deemed an Access Person. The report must contain the date you submitted the report.
In addition, as a newly designated Access Person, you must certify in writing within ten (10) calendar days of designation that you have
received a current copy of the Code.
1
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Receipt of material
non-public
information concerning an affiliated money market fund may subject an Access Person to trade restrictions in such fund.
|
6
J.II.1.B.
|
B.
|
Quarterly Transaction Reports
|
On a quarterly basis, you must report all transactions in
Covered Securities in all Personal Accounts. These quarterly transaction reports must be made no later than thirty days after the end of each calendar quarter and include trading activity at CS&Co. and any other broker, dealer or bank where
Personal Accounts are maintained. You are required to submit a quarterly report to the CCO or his or her designee, even if there were no reportable transactions during the quarter. The report must indicate the date you submit the report, as well as
the following:
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1.
|
The transaction date, name and identifier of the security (such as exchange ticker symbol or CUSIP number), interest rate and maturity date, number of shares, and cost of each reportable security involved;
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2.
|
The name of the broker, dealer or bank with or through which the transaction was effected
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3.
|
The type of transaction, such as purchase, sale or any other type of acquisition or disposition; and
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4.
|
The price of the security at which the transaction was effected.
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Transaction information is
automatically updated in the Personal Trading Monitoring System throughout the quarter to reflect transactions made in CS&Co. accounts you have disclosed.
This may not include all of the transactions you must report, and it is your
responsibility to review the information and update it to ensure it is accurate and complete.
This includes providing information on any new Personal Account established during the quarter including the name of the broker, dealer or bank and the
date the account was established.
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C.
|
Annual Holdings Reports
|
Annually, you must report all holdings in Covered Securities in
Personal Accounts as of December 31 of each year. This report must be submitted to the CCO or his or her designee no later than 45 calendar days following the year end.
Similar to quarterly transaction reporting, holdings information is
displayed on the Access Persons reporting screen in the Personal Trading Monitoring System. The position may not reflect all activities in a security (e.g. corporate actions) and you must review and correct the holdings report, as needed, to ensure
its accuracy.
Your report must indicate the date you submit the report and must include the title, type of security, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each security held, as well as the name of
any broker, dealer or bank with whom the account is maintained.
7
J.II.1.B.
|
D.
|
Other Compliance Certifications
|
On a quarterly basis, you are required to confirm your
compliance with the provisions of this Code. In addition, you must acknowledge, in writing, which may be made electronically, receipt of any revisions to this Code whenever amendments to the Code are made and delivered.
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E.
|
Independent Trustee Reporting Requirements
|
Independent Trustees are required to submit
a Quarterly Transactions Report containing the information as described below to the Funds CCO. Such report must include:
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all transactions in any Funds, excluding money market funds, on whose board the Independent Trustee serves
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all transactions made in a Covered Security if, at the time of that transaction, they knew or, in the ordinary course of fulfilling their official duties as Independent Trustees of the Funds, should have known that,
during the
15-day
period immediately before or after the date of their transaction, the same Covered Security was purchased or sold by the Fund or was being considered by the Fund or its investment adviser(s)
for purchase or sale by the Fund
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III.
|
Preclearance Requirements
|
All Access Persons, except (i) Independent Trustees and
(ii) Interested Trustees and/or directors of CSIM not responsible for the day to day management of CSIM, must receive clearance prior to the execution of any transaction in Covered Securities in their Personal Accounts (including the accounts
of their Covered Persons).
Notwithstanding the above, Access Persons who are (i) Independent Trustees and (ii) Interested
Trustees and/or directors of CSIM not responsible for the day to day management of CSIM, must receive clearance prior to the execution of transactions in the Funds, excluding money market funds.
8
J.II.1.B.
|
B.
|
How to Request Preclearance
|
Generally, you must submit requests for
pre-clearance
of personal transactions through the Personal Trading Monitoring System unless otherwise noted in this Code.
Pre-clearance
requests will be reviewed by CSIM
Compliance in relation to information available from the trading system(s) or other relevant information sources (consulting with CSIM Portfolio Management as needed) to determine whether your request should be approved. CSIM Compliance may, at its
discretion, require supervisor approval of a
pre-clearance
request before considering such request. You will be notified via email of approval or denial.
Pre-clearance
requests made by the CCO will be forwarded to the Senior Vice President and Head of Global Compliance or his or her designee for approval.
You should only submit a
pre-clearance
request when you intend to execute a trade, not to secure your
right to execute a transaction on the basis of favorable intraday price movements. Excessive
pre-clearance
requests and/or trading in personal accounts are strongly discouraged. CSIM Compliance monitors
trading activity, reports this activity periodically to CSIM management and may impose additional trading restrictions or prohibitions as appropriate.
Access Persons who are (i) Independent Trustees and (ii) Interested Trustees and/or directors of CSIM not responsible for day to day
management of CSIM, should direct any preclearance request to the CCO or his or her designee by telephone or email.
|
C.
|
Two Day Effective Period
|
Pre-clearance
of
personal securities transactions for publicly traded securities will be effective for two (2) days beginning on the calendar day on which
pre-clearance
approval is granted, as well as trading day
immediately following.
Limit Orders, including stop loss orders, will generally not be allowed unless you expect the order to be completed
within the two day effective period. If your order is not executed within the two day effective period, your initial
pre-clearance
will no longer be valid and you will need to cancel the open order(s) and
obtain
pre-clearance
again.
You are prohibited from trading in a security if, after you have
received
pre-clearance
approval, you come into possession of material nonpublic information.
9
J.II.1.B.
|
D.
|
Additional Responsibilities
|
|
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|
Access Persons, excluding Independent Trustees, may not trade in securities included on The Charles Schwab Corporations Restricted List for their own benefit or the benefit of CS&Co. when the
restriction indicates that it applies to all employees. This restriction also applies to Covered Persons and Personal Accounts over which the Access Person has control. Before trading, you must check to see if the security is on the Restricted
Securities List (Schweb jumpword: restricted list.)
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Certain Access Persons may be subject to trading restrictions of The Charles Schwab Corporation common stock (SCHW) and its derivatives. Before trading in SCHW or a derivative security, you are responsible for checking
the SCHW Trading Window (Schweb jumpword: trading window.)
|
All Access Persons are prohibited from engaging in any transaction in
a Covered Security when they know or should have known at the time that there is a pending buy or sell order in that same security for any Client Account. Exceptions to this prohibition may be granted by CSIM Compliance if,
upon receipt of a request for preclearance of a transaction in a mutual fund or ETF, it determines that the client trading activity in that mutual fund or ETF occurred for cash flow purposes or that other potential conflicts do not exist or are
adequately mitigated.
Certain additional trading restrictions apply to portfolio managers, research analysts and credit analysts, as such
terms may be defined from time to time by CSIM Compliance, as follows:
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|
|
If you are a
portfolio manager or research analyst
, you are prohibited from trading in a Covered Security if the same security has been traded in any Fund or Client Account for which you are a primary or backup
portfolio manager or research analyst during the past seven (7) calendar days, or is expected to be traded within the next seven (7) calendar days.
|
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|
|
If you are a
credit analyst
, you may not trade in a fixed income Covered Security for any issuer for which you are responsible for reviewing or approving if a fixed income security related to that same issuer has
been traded in any Fund or Client Account during the past seven (7) calendar days, or is expected to be traded within the next seven (7) calendar days.
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If you are a portfolio manager, research analyst or credit analyst, your transactions will be reviewed further by the CCO or his or her designee and may be required to reverse the transaction in the following
situations:
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10
J.II.1.B.
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(i)
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Have received
pre-clearance
for a transaction in a Covered Security, and
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(ii)
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A transaction in the same security takes place for a Fund or Client Account subject to the Blackout Period as discussed above within seven (7) calendar days following the execution of your transaction.
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V.
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Prohibition on Short Term Profits
(60-DAY
RULE)
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Access Persons, except (i) Independent Trustees and (ii) Interested Trustees and/or directors of CSIM not responsible for day to day
management of CSIM, are prohibited from realizing a profit from the purchase and sale, or the sale and purchase, of the same (or related) Covered Securities within 60 calendar days. If an Access Person is found to have violated this prohibition, any
profit realized will be required to be disgorged. This restriction applies without regard to tax lot considerations. Generally speaking, profit determinations will be made on the basis of a
Last-In-First-Out
(LIFO) accounting methodology, unless the fundamentals of the trade warrant a different consideration as determined by the CCO or his or
her designee.
VI.
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IPOs and Private Placements
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The
Employee Securities Accounts &
Investments and Inside Information & Information Barriers
chapters of The Charles Schwab Corporations Compliance Manual address certain prohibited practices. Among them is the participation in an IPO. This applies to all
Access Persons, except Independent Trustees.
Access Persons, excluding Independent Trustees, must receive clearance from The Charles
Schwab Corporations Compliance Department prior to participating in a private securities transaction. A request for approval should first be submitted to the Schwab Compliance Department through My Disclosure Online (Schweb jumpword:
MDO).
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A.
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Personal Account Exemptions
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After a Personal Account has been reported as discussed in
Section II above, you may request that the Personal Account be exempt from personal trading requirements and restrictions by submitting a written request to CSIM Compliance. Such exemptions will be considered on a
case-by-case
basis considering individual facts and circumstances. Accounts that may be considered for exemption from personal trading requirements and restrictions include accounts that are managed on a
fully discretionary basis by an investment advisor, manager or other third party in which all trading activity
11
J.II.1.B.
is directed by the investment manager without prior knowledge or consent of the employee. In
such cases, a copy of the executed investment management or advisory agreement must be submitted to CSIM Compliance. If CSIM Compliance grants an exception, you are responsible for ensuring that copies of trade confirmations and account statements
are mailed directly to CSIM Compliance. Provided you do so, you will not be required to further certify during the quarterly and annual certification periods to the holdings or transactions in such Personal Account once the exception is granted. You
may, however, be asked from time to time by CSIM Compliance to validate information to support maintaining an accounts status as exempt.
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B.
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Transactional Exemptions
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The following transactional exemptions apply:
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All transactions in The Charles Schwab Corporations securities (equities, fixed income, options) are exempt from
preclearance, blackout periods and the short-term profit prohibition,
provided that
you comply with the requirements outlined in the
The Charles Schwab Corporations Compliance Manual
.
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Non-Volitional
Transactions are exempt from
preclearance, blackout periods and the short-term profit prohibition.
Please refer to Appendix A for more information on
what qualifies as a
Non-Volitional
Transaction.
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When establishing an automatic investment plan, direct stock purchase plan or other similar plans involving a Covered Security, enrollment in the plan must be approved by CSIM Compliance and the initial purchase of that
Covered Security in the plan must be
pre-cleared.
Subsequent investments
of the applicable Covered Security subject to the plan are exempt from
pre-clearance
and blackout periods
provided no changes to the plan have been made (i.e., cancellation) since originally approved by CSIM Compliance.
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Profits received from a sale of securities which were acquired as a result of exercising options received through a Stock Option Program are exempt from the
short-term profits prohibition.
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Exceptions to Reporting Requirements
You do not need to include in your quarterly transaction reports any transactions made in any account over which you have no direct or indirect
influence or control regarding specific security selection (i.e. investment discretion) or any
Non-Volitional
Transactions, provided you have ensured that copies of trade confirmations and account statements
are mailed directly to CSIM Compliance.
12
J.II.1.B.
If you have any questions concerning whether or not an account or transaction is exempt from
personal trading requirement or restrictions, you should contact your Supervisor or the CCO or his or her designee.
The CCO may approve other exemptions to certain restrictions and
prohibitions of the Code after consideration of relevant facts and circumstances. Such exemptions are not automatic but rather granted on an exception basis and require either preclearance through the channels discussed above or other advance
written approval from the CCO.
OTHER POTENTIAL CONFLICTS
GIFTS AND BUSINESS ENTERTAINMENT
The following applies to Access Persons with the exception of (i) Independent Trustees and (ii) Interested Trustees and/or directors
of CSIM not responsible for day to day management of CSIM:
The giving and acceptance of gifts and/or business entertainment that
influences or appears to influence the behavior of the recipient may compromise the reputation and integrity of CSIM, CS&Co., or the Funds. You should never accept or provide any gift or business entertainment that would violate the law,
embarrass, or reflect poorly on CSIM, CS&Co. or the Funds. CSIM follows The Charles Schwab Corporations Compliance Manuals chapter on
Gifts, Business
Entertainment, Loans
& Charitable Contributions
Policy
and, with respect to its directors and employees, has adopted more restrictive limits for the acceptance of gifts and business entertainment, which are detailed in the
CSIM Gifts and Business Entertainment Policy and Procedures.
You are responsible for understanding these policies and procedures and ensuring that your conduct with respect to the acceptance and provision of gifts and business entertainment is consistent with these procedures, including obtaining the
appropriate approvals and reporting your gifts and business entertainment activity.
SERVICE AS DIRECTOR OR PUBLIC OFFICIAL
All employees are prohibited from serving on the board of directors of any publicly traded company or in an official capacity for any federal,
state, or local government (or governmental agency or instrumentality) without prior approval from the Compliance Review Officer and the Schwab Control Group (Schweb jumpword: MDO).
13
J.II.1.B.
OUTSIDE EMPLOYMENT AND OTHER OUTSIDE ACTIVITIES
Employees may not engage in outside employment or other outside activity that conflicts or otherwise interferes with their duties and
responsibilities. It is each employee responsibility to disclose and request approval for any such outside employment or business activity through the My Disclosure Online system (Schweb jumpword: MDO).
COMPLIANCE WITH THE CODE
Adherence to the Code is a basic condition of employment or service with CS&Co. and CSIM. CSIM Compliance monitors compliance with the
Code, including reviewing Access Persons personal securities transactions and holdings reports, and reviews violations of the Code to determine what action or sanctions are appropriate. You are required to report any violations of the Code promptly
to your supervisor or the CCO. Reports of all violations must be provided to the CCO. Violations may be reported to CSIM management as well as to the Funds boards of trustees.
Violations of the Code are taken seriously and may result in disciplinary action up to and including termination. Violations of the Code may
also adversely affect your career with respect to such matters as compensation and advancement. Since many provisions of the Code also reflect provisions of the US securities laws, you should be aware that violations could also lead to enforcement
action resulting in suspension or expulsion from the securities business, fines and penalties, and imprisonment. Questions regarding interpretation of the Code or questions related to specific situations should be directed to your supervisor or CSIM
Compliance.
ADMINISTRATION, RECORDKEEPING AND REPORTING
CSIM Compliance is responsible for the administration of this Code. This includes identifying all Access Persons and notifying them of this
classification and their obligations under this Code. CSIM Compliance will also maintain procedures for periodic reviews of Access Persons personal securities transactions. Such reviews are undertaken with regard to both the prohibitions and
reporting requirements contained in the Code.
14
J.II.1.B.
All records associated with this Code that are required to be retained by Federal Securities
Laws will be maintained by CSIM Compliance for seven years and in an easily accessible place for at least five years. In addition, any record of any decision, and the reasons supporting the decision, to approve a hardship exemption or the
acquisition by Access Persons of securities acquired in a Private Placement, will be maintained by CSIM Compliance for at least seven years after the end of the fiscal year in which the approval is granted.
At least annually, the president of each Schwab Funds, Laudus Funds and Schwab ETFs trust, the president of CSIM and an executive of
CS&Co., as principal underwriter to the Schwab Funds, (or their designees) will provide each Schwab Funds, Laudus Funds and Schwab ETFs trusts board of trustees:
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a written report of any issues arising under this Code, including any material violations and any sanctions imposed in response to these violations and
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a certification that each has adopted procedures reasonably necessary to prevent its Access Persons from violating the provisions of this Code.
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15
J.II.1.B.
A
PPENDIX
A: D
EFINITIONS
An
Automatic Investment Plan
is a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts
in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
Beneficial
Ownership
is interpreted in the same manner when determining whether a person has beneficial ownership of a security for purposes of Section 16 of the Securities Exchange Act of 1934 (1934 Act), and includes ownership by any
person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares or direct or indirect pecuniary interest in a security.
Control
has the same meaning as in Section (2)(a)(9) of the Investment Company Act of 1940 (the 1940 Act). Section 2(a)(9) provides that
control means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.
Ownership of more than 25% of a companys outstanding voting securities is presumed to give the holder of such securities control over the company. The
Securities and Exchange Commission (SEC) may determine, however, that the facts and circumstances of a given situation that may counter this presumption.
Federal Securities Laws
refers to the Securities Act of 1933, the 1934 Act, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Investment Advisers Act
of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the SEC or the
Department of the Treasury.
A
High Quality Short-Term Debt Instrument
is any instrument having a maturity at issuance of less than 366 days and
which is rated in one of the highest two rating categories by a nationally recognized statistical rating organization, or which is unrated but is of comparable quality.
An
Initial Public Offering
is an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was
not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.
An
Independent Trustee
is any Trustee of a Trust who is not an
interested person of such Trust as defined in Section 2(a)(19) of the 1940 Act.
An
Interested Trustee
is any Trustee of a Trust who is an
interested person of such Trust as defined in Section (a)(19) of the 1940 Act.
16
J.II.1.B.
A
Non-Volitional
Transaction
is one in which the Access
Persons does not determine price or time of the transaction. Such transactions include:
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acquisition of securities through stock dividends, automatic dividend reinvestment plans, stock splits, reverse stock splits, mergers, consolidations, spin-offs or other similar corporate reorganizations or
distributions generally applicable to all holders of the same class of such securities; and
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acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class of securities, to the extent the rights were acquired in the issue.
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Transactions in a managed account or those made by an independent third party or adviser will not be considered
non-volitional
unless an Access Person requests and is granted an account level exemption.
A
Private
Placement
is an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 adopted thereunder.
A
Stock Option Program
allows an employee to buy a set number of shares of a companys stock at a future date at a set price.
17
SEI INVESTMENTS DISTRIBUTION CO.
RULE
17j-1
CODE OF ETHICS
A copy of this Code may be accessed on the SEI intranet site under the Corporate Governance section.
This is an important document. You should take the time to read it thoroughly before you submit the required annual certification.
Any questions regarding this Code of Ethics should be referred to a member of the SIDCO Compliance Department
October 7, 2016
Doc # 41236
TABLE OF CONTENTS
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I.
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General Policy
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3
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II.
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Code of Ethics
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4
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A.
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Purpose of Code
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4
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B.
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Employee Categories
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4
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C.
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Prohibitions and Restrictions
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4
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D.
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Pre-clearance
of Personal Securities Transactions
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6
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E.
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Reporting Requirements
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8
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F.
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Detection and Reporting of Code Violations
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G.
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Violations of the Code of Ethics
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12
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H.
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Confidential Treatment
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12
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I.
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Recordkeeping
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12
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J.
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Definitions Applicable to the Code of Ethics
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13
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III.
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Exhibits Code of Ethics Reporting Forms
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2
I.
GENERAL POLICY
SEI Investments Distribution Co. (SIDCO) serves as principal underwriter for investment companies that are registered under the Investment Company
Act of 1940 (Investment Vehicles). In addition, certain employees of SIDCO may serve as directors and/or officers of certain Investment Vehicles. This Code of Ethics (Code) sets forth the procedures and restrictions governing
personal securities transactions for certain SIDCO personnel.
SIDCO has a highly ethical business culture and expects that its personnel will conduct any
personal securities transactions consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of a position of trust and responsibility. Thus, SIDCO personnel must conduct themselves and their
personal securities transactions in a manner that does not create conflicts of interest with the firms clients.
Pursuant to this Code, SIDCO
personnel, their family members, and other persons associated with SIMC may be subject to various
pre-clearance
and reporting standards for their personal securities transactions based on their status as
defined by this Code. Therefore, it is important that every person pay special attention to the categories set forth to determine which provisions of this Code applies to him or her, as well as to the sections on restrictions,
pre-clearance,
and reporting of personal securities transactions.
Each person subject to this Code must read and
retain a copy of this Code and agree to abide by its terms. Failure to comply with the provisions of this Code may result in the imposition of serious sanctions, including, but not limited to, disgorgement of profits, penalties, dismissal,
substantial personal liability and/or referral to regulatory or law enforcement agencies.
Please note that employees and registered
representatives of SIDCO are subject to the supervisory procedures and other policies and procedures of SIDCO, and are also subject to the Code of Conduct of SEI Investments Company, which is the parent company of SIDCO. The requirements and
limitations of this Code of Ethics are in addition to any requirements or limitations contained in these other policies and procedures. All employees are required to comply with federal securities laws and any regulations set forth by
self-regulatory organizations (FINRA, NASD, and the MSRB) of which SIDCO is a member.
Any questions regarding this Code of Ethics should be
directed to a member of the SIDCO Compliance Department.
3
II.
CODE OF ETHICS
A.
Purpose of Code
This Code is intended to
conform to the provisions of Section 17(j) of the Investment Company Act of 1940 (the 1940 Act), as amended, and Rule
17j-1
thereunder, as amended, to the extent applicable to SIDCOs role as
principal underwriter to Investment Vehicles. Those provisions of the U.S. securities laws are designed to prevent persons who are actively engaged in the management, portfolio selection or underwriting of registered investment companies from
participating in fraudulent, deceptive or manipulative acts, practices or courses of conduct in connection with the purchase or sale of securities held or to be acquired by such companies. Certain SIDCO personnel will be subject to various
requirements based on their responsibilities within SIDCO and accessibility to certain information. Those functions are set forth in the categories below.
B.
Access Persons
(1) any
director, officer or employee of SIDCO who serves as a director or officer of an Investment Vehicle for which SIDCO serves as principal underwriter;
(2) any director or officer of SIDCO who, in the ordinary course of business, makes, participates in or obtains information regarding, the
purchase or sale of Covered Securities by an Investment Vehicle for which SIDCO serves as principal underwriter, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Investment Vehicle
regarding the purchase or sale of a Covered Security.
C.
Prohibitions and Restrictions
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1.
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Prohibition Against Fraud, Deceit and Manipulation
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Access Persons may not, directly or
indirectly, in connection with the purchase or sale of a security held or to be acquired by an Investment Vehicle for which SIDCO serves as principal underwriter:
(a) employ any device, scheme or artifice to defraud the Investment Vehicle;
(b) make to the Investment Vehicle any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not misleading;
(c) engage in any act, practice or course of
business that operates or would operate as a fraud or deceit upon the Investment Vehicle; or
(d) engage in any manipulative practice with
respect to the Investment Vehicle.
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2.
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Excessive Trading of Mutual Fund Shares
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4
Access Persons may not, directly or indirectly, engage in excessive short-term trading of shares
of Investment Vehicles for which SIDCO serves as principal underwriter. Exhibit 6 hereto provides a list of the Investment Vehicles for which SIDCO provided such services. For purposes of this section, a persons trades shall be considered
excessive if made in violation of any stated policy in the mutual funds prospectus or if the trading involves multiple short-term round trip trades in a Fund for the purpose of taking advantage of short-term market movements.
Note that the SEI Funds are Covered Securities.
1
Trades in the SEI Funds do not have to be
pre-cleared
but do have to be reported in accordance with this Code. Trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and trades done through an employee account established at SEI
Private Trust Company will be deemed to satisfy the reporting requirements of the Code. Any trades in SEI Funds done in a different channel must be reported to the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance
Department.
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3.
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Personal Securities Restrictions
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Access Persons:
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may not purchase or sell, directly or indirectly, any Covered Security
within 24
hours
before or after
the time that the same Covered Security (including any equity related security of the same
issuer such as preferred stock, options, warrants and convertible bonds) is being purchased or sold by any Investment Vehicle for which SIDCO serves as principal underwriter.
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may not acquire securities as part of an Initial Public Offering (IPO) without obtaining the written approval of the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance
Department before directly or indirectly acquiring a beneficial ownership in such securities.
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may not acquire a Beneficial Ownership interest in securities issued in a private placement transaction without obtaining prior written approval from the SIDCO Compliance Officer or the designated representative of the
SIDCO Compliance Department.
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may not profit
from the purchase and sale or sale and purchase of a Covered Security
within 60 days
of acquiring or disposing of Beneficial Ownership of that Covered Security. This prohibition does not
apply to transactions resulting in a loss, or to futures or options on futures on broad-based securities indexes or U.S. Government securities. This prohibition also does not apply to transactions in the SEI Funds, which are separately covered under
the Excessive Trading of Mutual Fund Shares discussed in Section II.C.2 above.
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The SEI Family of Funds includes the following Trusts: SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional
Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.
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5
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may not serve on the board of directors of any publicly traded company.
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D.
Pre-Clearance
of Personal Securities Transactions
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1.
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Transactions Required to be
Pre-Cleared:
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Access Persons must
pre-clear
with the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department a proposed transaction in a Covered Security if
he or she has actual knowledge at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the Covered Security was purchased or sold or was being considered for purchase or sale by any
Investment Vehicle
.
The
pre-clearance
obligation applies to all Accounts held in the persons name or in the name of others in which they hold a Beneficial Ownership interest.
Note that, among
other things, this means that these persons must
pre-clear
such proposed securities transactions by their spouse or domestic partner, minor children, and relatives who reside in the persons
household.
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The SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department may authorize a
Pre-clearing
Person to conduct the requested trade upon determining
that the transaction for which
pre-clearance
is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Factors to be considered may include: the discussion with
the requesting person as to the background for the exemption request, the requesting persons work role, the size and holding period of the requesting persons position in the security, the market capitalization of the issuer, the
liquidity of the security, the reason for the requesting persons requested transaction, the amount and timing of client trading in the same or a related security, and other relevant factors. The person granting the authorization must document
the basis for the authorization.
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2.
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Transactions that do no have to be
pre-cleared:
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purchases or sales over which the person
pre-clearing
the transactions (the
Pre-clearing
Person) has no direct or indirect
influence or control;
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purchases, sales or other acquisitions of Covered Securities which are
non-volitional
on the part of the
Pre-clearing
Person or any
Investment Vehicle, such as purchases or sales upon exercise or puts or calls written by
Pre-clearing
Person, sales from a margin account pursuant to a
bona
fide
margin call, stock dividends,
stock splits, mergers consolidations, spin-offs, or other similar corporate reorganizations or distributions;
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purchases or withdrawals made pursuant to an Automatic Investment Program; however, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be reported in a quarterly
transaction report;
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purchases effected upon the exercise of rights issued by an issuer
pro
rata
to all holders of a class of its securities, to the extent such rights were acquired for such issuer; and
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acquisitions of Covered Securities through gifts or bequests.
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3.
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Pre-clearance
Procedures:
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All requests for
pre-clearance
of securities transactions must be submitted to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department by
using the SEI Automated
Pre-Clearance
Trading system
.
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The following information must be provided for each request:
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a. Name, date, phone extension
and job title
b. Transaction detail, i.e. whether the transaction is a buy or sell; the security name and security type; number of
shares; price; date acquired if a sale; and whether the security is traded in a portfolio or Investment Vehicle, part of an initial public offering, or part of a private placement transaction; and
c. Signature and date; if electronically submitted, initial and date.
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The SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department will notify the requesting person whether the trading request is approved or denied through the SEI Automated
Pre-Clearance
Trading system.
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A
Pre-clearance
Request should not be submitted for a transaction that the requesting person does not intend to execute.
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Pre-clearance
trading authorization is valid from the time when approval is granted through the next business day. If the transaction is not executed within this period, an
explanation of why the previous
pre-cleared
transaction was not completed must be submitted to the SIDCO Compliance department or entered into the SEI Automated
Pre-clearance
Trading system. Also, Open and Limit Orders must be resubmitted for
pre-clearance
approval if not executed within the permitted time period.
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With respect to any transaction requiring
pre-clearance,
the person
subject to
pre-clearance
must submit to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department transaction reports showing the transactions for all the Investment
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Vehicles with respect to which such person has knowledge regarding purchases and sales that triggered the requirement to
pre-clear
under Section D.1. The
transaction information must be provided for the 24 hour period before and after the date on which their securities transactions were effected. These reports may be submitted in hard copy or viewed through the SEI
Pre-clearance
Trading system. Transaction reports need only cover the Investment Vehicles that hold or are eligible to purchase and sell the types of securities proposed to be bought or sold by person subject
to
pre-clearance
requirements. For example, if a person seeks approval for a proposed equity trade, only the transactions reports for the Investment Vehicles effecting or eligible to effect transactions in
equity securities are required.
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The SIDCO Compliance Department will maintain
pre-clearance
records and records of exemptions granted for 5 years.
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E.
Reporting Requirements
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1.
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Duplicate Brokerage Statements
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Access Persons are required to instruct their broker/dealer to file duplicate statements with the SIDCO Compliance Department at SEI Oaks. Statements must be filed for all Accounts (including those in which the person
has a Beneficial Ownership interest), except those that trade exclusively in
open-end
funds other than Reportable Funds, government securities or Automatic Investment Plans. Failure of a broker/dealer to send
duplicate statements will not excuse a violation of this Section.
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Sample letters instructing the broker/dealer firms to send the statements to SIDCO are attached in
Exhibit 1
of this Code. If the broker/dealer requires a letter authorizing a SIDCO employee to open an account,
the permission letter may also be found in Exhibit 1. Please complete the necessary brokerage information and forward a signature ready copy to the SIDCO Compliance Officer.
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If no such duplicate statement can be supplied, the employee should contact the SIDCO Compliance Department.
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2.
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Initial Holdings Report
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Access Persons must submit an Initial Holdings Report to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department disclosing
every
Covered Security, including mutual fund
accounts, beneficially owned directly or indirectly by such person
within 10
days
of becoming an Access Person. Any person who returns the report late may be subject to the penalties in Section G regarding Code of Ethics violations.
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The following information must be provided on the report:
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8
a. the title of the security;
b. the number of shares held;
c. the principal amount of the security;
d. the name of the broker, dealer, transfer agent; bank or other location where the security is held; and
e. the date the report is submitted.
The information disclosed in the report should be current as of a date no more than 45 days prior to the date the person becomes an Access
Person. If the above information is contained on the Access Persons brokerage statement, he or she may attach the statement and sign the Initial Holdings Report.
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The Initial Holdings Report is attached as
Exhibit 2
to this Code.
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3.
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Quarterly Report of Securities Transactions
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Access Persons must submit quarterly transaction reports of the purchases and/or sales of Covered Securities in which such persons have a direct or indirect Beneficial Ownership interest. The report will be provided to
all of the above defined persons before the end of each quarter by the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department and must be completed and returned
no later than 30 days
after the end of
each calendar quarter. Quarterly Transaction Reports that are not returned by the date they are due
will
be considered late and will be noted as violations of the Code of Ethics. Any person who repeatedly returns the reports late may
be subject to the penalties in Section G regarding Code of Ethics violations.
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The following information must be provided on the report:
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a. the date of the transaction, the
description and number of shares, and the principal amount of each security involved;
b. whether the transaction is a purchase, sale or
other acquisition or disposition;
c. the transaction price;
d. the name of the broker, dealer or bank through whom the transaction was effected;
e. a list of securities accounts opened during the quarterly including the name of the broker, dealer or bank and account number; and
f. the date the report is submitted.
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The Quarterly Report of Securities Transaction is attached as
Exhibit 3
to this Code.
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4.
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Annual Report of Securities Holdings
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9
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On an annual basis, Access Persons must submit to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department an Annual Report of Securities Holdings that contains a list of all Covered
Securities, including mutual fund accounts, in which they have any direct or indirect Beneficial Ownership interest.
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The following information must be provided on the report:
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a. the title of the security;
b. the number of shares held;
c. the principal amount of the security;
d. the name of the broker, dealer, transfer agent, bank or other location where the security is held; and
e. the date the report is submitted.
The information disclosed in the report should be current as of a date no more than 45 days before the report is submitted. If the above
information is contained on the Access Persons brokerage statement, he or she may attach the statement and sign the annual holdings report.
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Annual Reports must be completed and returned to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department
within 30 days
after the end of the calendar
year-end.
Annual Reports that are not returned by the date they are due
will
be considered late and will be noted as violations of the Code of Ethics. Any person who repeatedly returns the reports late
may be subject to the penalties in Section G regarding Code of Ethics violations.
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The Annual Report of Securities Holdings is attached as
Exhibit 4
to this Code.
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5.
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Annual Certification of Compliance
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Access Persons will be required to certify annually that they:
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-have read the Code of Ethics;
-understand the Code of Ethics; and
-have complied with the provisions of the Code of Ethics.
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The SIDCO Compliance Officer or designated representative from the SIDCO Compliance Department will send out annual forms to all Access Persons that must be completed and returned
no later than 30 days
after the end of the calendar year. Any person who repeatedly returns the forms late may be subject to the penalties in Section G regarding Code of Ethics violations.
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The Annual Certification of Compliance is attached as
Exhibit 5
to this Code.
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6.
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Exception to Reporting Requirements
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An Access Person who is subject to the Code of Ethics of an affiliate of SIDCO (Affiliate Code), and who pursuant to the Affiliate Code submits reports consistent with the reporting requirements of
paragraphs 1 through 4 above, will not be required to submit such reports under this Code.
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F.
Detection and Reporting of Code
Violations
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1.
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The SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department will:
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review the personal securities transaction reports or duplicate statements filed by Access Persons and compare the reports or statements of the Investment Vehicles completed portfolio transactions. The review will
be performed on a quarterly basis. If the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department determines that a compliance violation may have occurred, the Officer will give the person an opportunity to
supply explanatory material;
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prepare an Annual Issues and Certification Report to the Board of Trustees or Directors of any Investment Vehicle that (1) describes the issues that arose during the year under this Code, including, but not limited
to, material violations of and sanctions under the Code, and (2) certifies that SIDCO has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code;
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prepare a written report to SIDCO management outlining any violations of the Code together with recommendations for the appropriate penalties; and
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prepare a written report detailing any approval(s) granted for the purchase of securities offered in connection with an IPO or a private placement. The report must include the rationale supporting any decision to
approve such a purchase.
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2.
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An employee who in good faith reports illegal or unethical behavior will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of this policy and any concern about
retaliation should be reported immediately. Any person found to have retaliated against an employee for reporting violations will be subject to appropriate disciplinary action.
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G.
Violations of the Code of Ethics
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Persons who violate the Code of Ethics may be subject to serious penalties, which may include:
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reversal of securities transactions;
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restriction of trading privileges;
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disgorgement of trading profits;
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suspension or termination of employment; and/or
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referral to regulatory or law enforcement agencies.
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Factors which may be considered in determining an appropriate penalty include, but are not limited to:
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the frequency of occurrence;
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the degree of personal benefit to the employee;
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the degree of conflict of interest;
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the extent of unjust enrichment;
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evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or
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the level of accurate, honest and timely cooperation from the employee.
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H.
Confidential Treatment
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The SIDCO Compliance Officer or designated representative from the SIDCO Compliance Department will use their best efforts to assure that all requests for
pre-clearance,
all
personal securities reports and all reports for securities holding are treated as personal and confidential. However, such documents will be available for inspection by appropriate regulatory agencies and other parties, such as counsel, within and
outside SIDCO as necessary to evaluate compliance with or sanctions under this Code.
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I.
Recordkeeping
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SIDCO will maintain records relating to this Code of Ethics in accordance with Rule
31a-2
under the 1940 Act. They will be available for examination by representatives of the
Securities and Exchange Commission and other regulatory agencies.
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A copy of this Code that is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place for a period of five years.
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12
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A record of any Code violation and of any sanctions taken will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.
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A copy of each Quarterly Transaction Report, Initial Holdings Report, and Annual Holdings Report submitted under this Code, including any information provided in lieu of any such reports made under the Code, will be
preserved for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.
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A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, will be maintained in an easily
accessible place for a period of at least five years from the end of the calendar year in which it is made.
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J.
Definitions Applicable
to the Code of Ethics
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Account
- a securities trading account held by a person and by any such persons spouse, minor children and adults residing in his or her household (each such person, an immediate family
member); any trust for which the person is a trustee or from which the person benefits directly or indirectly; any partnership (general, limited or otherwise) of which the person is a general partner or a principal of the general partner; and
any other account over which the person exercises investment discretion.
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Automatic Investment Plan
a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and
allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
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Beneficial Ownership
Covered Security ownership in which a person has a direct or indirect financial interest. Generally, a person will be regarded as a beneficial owner of Covered Securities that
are held in the name of:
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a.
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a spouse or domestic partner;
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c.
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a relative who resides in the persons household; or
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d.
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any other person
IF
:
(a) the person obtains from the securities benefits substantially similar to those of ownership (for example, income from securities that are held by a spouse); or (b) the
person can obtain title to the securities now or in the future.
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Covered Security
except as noted below, includes any interest or instrument commonly known as a security, including notes, bonds, stocks (including
closed-end
funds), debentures, convertibles, preferred stock, security future, warrants, rights, and any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any
group or index of securities. The term Covered Securities specifically includes the SEI Funds. See the definition of Reportable Funds below.
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13
A Covered Security
does not include
(i) direct obligations of the
U.S. Government, (ii) bankers acceptances, (iii) bank certificates of deposit, (iv) commercial paper and other high quality short-term debt instruments, including repurchase agreements, (v) shares issued by money market
funds and (vi) shares issued by
open-end
investment companies other than a Reportable Fund.
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Initial Public Offering
an offering of securities for which a registration statement has not been previously filed with the U.S. SEC and for which there is no active public market in the shares.
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Purchase or sale of a Covered Security
includes the writing of an option to purchase or sell a security.
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Reportable Fund
Any
non-money
market fund for which SIDCO serves as principal underwriter.
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14
SEI INVESTMENTS DISTRIBUTION CO.
CODE OF ETHICS EXHIBITS
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Exhibit 1
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Account Opening Letters to Brokers/Dealers
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Exhibit 2
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Initial Holdings Report
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Exhibit 3
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Quarterly Transaction Report
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Exhibit 4
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Annual Securities Holdings Report
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Exhibit 5
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Annual Compliance Certification
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Exhibit 6
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SIDCO Client List
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EXHIBIT 1
Date:
Your Broker
street address
city, state zip code
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your S.S. number or account number
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Dear Sir or Madam:
Please be advised that I am an employee of SEI Investments Distribution Co. Please send
duplicate statements only
of this brokerage account to the
attention of:
SEI Investments Distribution Co.
Attn: The Compliance Department
One Freedom Valley Drive
Oaks, PA
19456
This request is made pursuant to SEIs Code of Ethics.
Thank you for your cooperation.
Sincerely,
Your name
Date:
[Address]
Dear Sir or Madam:
Please be advised that the above referenced person is an employee of SEI Investments Distribution Co. We grant permission for him/her to open a brokerage
account with your firm, provided that you agree to send
duplicate statements only
of this employees brokerage account to:
SEI
Investments Distribution Co.
Attn: The Compliance Department
One Freedom Valley Drive
Oaks, PA
19456
This request is made pursuant to SEIs Code of Ethics.
Thank you for your cooperation.
Sincerely,
SEI Compliance Officer
EXHIBIT 2
SEI INVESTMENTS DISTRIBUTION CO.
INITIAL HOLDINGS REPORT
Name of Reporting
Person:
Date Person Became Subject to the Codes Reporting
Requirements:
Information in Report Dated as of:
Date Report Due:
Date Report Submitted:
Securities Holdings
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Name of Issuer and Title
of Security
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No. of Shares (if
applicable)
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Principal Amount, Maturity
Date and Interest Rate (if
applicable)
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Name of Broker, Dealer or Bank
Where
Security Held
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If you have no securities holdings to report, please check here. ☐
Securities Accounts
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Name of Broker, Dealer or
Bank
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Account Number
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Names on Account
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Type of Account
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If you have no securities accounts to report, please check here. ☐
I certify that I have included on this report all securities holdings and accounts in which I have a direct or indirect beneficial interest
and required to be reported pursuant to the Code of Ethics and that I will comply with the Code of Ethics.
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Signature:
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Date:
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Received by:
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EXHIBIT 3
SEI INVESTMENTS DISTRIBUTION CO.
QUARTERLY TRANSACTION REPORT
Transaction Record of Securities Directly or Indirectly Beneficially Owned
For the Quarter Ended
Name:
Submission Date:
Securities Transactions
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Date of
Transaction
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Name of Issuer
and Title of
Security
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No. of Shares (if
applicable)
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Principal Amount,
Maturity Date and
Interest
Rate (if
applicable)
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Type of
Transaction
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Price
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Name of
Broker, Dealer or
Bank
Effecting
Transaction
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If you had no reportable transactions during the quarter, please check here. ☐
NOTE: Trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and trades done through an employee account established at SEI Private Trust
Company will be deemed to satisfy the reporting requirements of the Code and do not have to be reported here. Any trades in SEI Funds done in a different channel must be reported.
This report is required of all officers, directors and certain other persons under Rule
17j-1
of the Investment
Company Act of 1940 and is subject to examination. Transactions in direct obligations of the U.S. Government need not be reported. In addition, persons need not report transactions in bankers acceptances, certificates of deposit, commercial
paper or
open-end
investment companies other than Reportable Funds.
The report must be returned within 30 days of the applicable calendar quarter end.
The reporting of transactions on this record shall
not be construed as an admission that the reporting person has any direct or indirect beneficial ownership in the security listed.
Securities Accounts
If you established an account within the quarter, please provide the following information:
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Name of Broker, Dealer
or Bank
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Account Number
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Names on Account
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Date Account was
Established
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Type of Account
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If you did not establish a securities account during the quarter, please check here.
☐
By signing this document, I represent that all reported transactions were
pre-cleared
through the Compliance
Department or the designated Compliance Officer in compliance with the SIDCO Code of Ethics. In addition, I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Policy.
Signature:
Received by:
EXHIBIT 4
SEI INVESTMENTS DISTRIBUTION CO.
ANNUAL SECURITIES HOLDINGS REPORT
As of December 31,
Name of Reporting Person:
Securities Holdings
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Name of Issuer and Title of Security
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No. of Shares (if applicable)
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Principal Amount, Maturity Date
and Interest Rate (if
applicable)
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Name of Broker, Dealer or Bank
Where Security
Held
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If you had no securities holding to report this year, please check here. ☐
Securities Accounts
If you established an
account during the year, please provide the following information:
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Name of Broker, Dealer or Bank
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Date Account was
Established
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Account Number
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Names on Account
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Type of Account
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If you have no securities accounts to report this year, please check here. ☐
I certify that the above list is an accurate and complete listing of all securities in which I have a direct or indirect beneficial interest.
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Signature
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Received by
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Date
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Note:
Do not
report holdings of U.S. Government securities, bankers acceptances, certificates of deposit,
commercial paper and mutual funds other than Reportable Funds.
21
EXHIBIT 5
SEI INVESTMENTS DISTRIBUTION CO.
RULE
17J-1
CODE OF ETHICS
ANNUAL COMPLIANCE CERTIFICATION
Please return the signed form via email or
interoffice the form to SEI Compliance Department Meadowlands Two
1.
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I hereby acknowledge receipt of a copy of the Code of Ethics.
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2.
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I have read and understand the Code of Ethics and recognize that I am subject thereto. In addition, I have raised any questions I may have on the Code of Ethics with the SIDCO Compliance Officer and have received a
satisfactory response[s].
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3.
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For all securities/accounts beneficially owned by me, I hereby declare that I have complied with the terms of the Code of Ethics during the prior year.
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Print Name:
Signature:
Date:
Received by SIDCO:
EXHIBIT 6
As of October 7, 2016, SIDCO acts as distributor for the following:
SEI Daily Income Trust
SEI Tax
Exempt Trust
SEI Institutional Managed Trust
SEI Institutional International Trust
The Advisors Inner Circle Fund
The Advisors Inner Circle Fund II
Bishop Street Funds
SEI Asset
Allocation Trust
SEI Institutional Investments Trust
City National Rochdale Funds (f/k/a CNI Charter Funds)
Causeway Capital Management Trust
ProShares Trust
ProShares Trust
II
Community Capital Trust
(f/k/a Community Reinvestment Act Qualified Investment Fund)
TD Asset Management USA Funds
SEI Structured Credit Fund LP
Global X Funds
Exchange Traded
Concepts Trust (f/k/a FaithShares Trust)
Schwab Strategic Trust
RiverPark Funds
Adviser Managed
Trust Fund
New Covenant Funds
Cambria ETF Trust
Highland Funds
I (f/k/a Pyxis Funds I)
KraneShares Trust
LocalShares Investment Trust
SEI
Insurance Products Trust
KP Funds
The Advisors Inner Circle Fund III
J.P. Morgan Exchange-Traded Fund Trust
Winton Series Trust
SEI Catholic
Values Trust
SEI Hedge Fund SPC
SEI Energy Debt Fund
Winton
Diversified Opportunities Fund
Gallery Trust
RiverPark Commercial Real Estate Fund