Post-Effective Amendment No. 95 | ☒ |
Amendment No. 97 | ☒ |
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 |
Schwab U.S. TIPS ETF TM | SCHP |
Schwab Short-Term U.S. Treasury ETF TM | SCHO |
Schwab Intermediate-Term U.S. Treasury ETF TM | SCHR |
Schwab U.S. Aggregate Bond ETF TM | SCHZ |
Fund Summaries | |
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Ticker Symbol: | SCHP |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$5 | $16 | $28 | $64 |
† | Index ownership — © 2017 Bloomberg. Bloomberg Index Services Limited and its affiliates (collectively, Bloomberg) and Bloomberg’s licensors, including Barclays Bank PLC (Barclays), own all proprietary rights in the Bloomberg Barclays Indices. The Schwab U.S. TIPS ETF is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays endorses or recommends the fund. Neither Bloomberg nor Barclays guarantees the timeliness, accurateness or completeness of any data or information relating to the Bloomberg Barclays Indices, and neither shall be liable in any way in respect of the use or accuracy of the Bloomberg Barclays Indices. |
Average Annual Total Returns as of 12/31/16 | |||
1 Year | 5 Years |
Since
Inception (8/5/10) |
|
Before taxes | 4.60% | 0.81% | 2.85% |
After taxes on distributions | 3.98% | 0.39% | 2.33% |
After taxes on distributions and sale of shares | 2.60% | 0.44% | 2.00% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Bloomberg Barclays U.S. Treasury Inflation Protected Securities (TIPS) Index (Series L) | 4.68% | 0.89% | 2.95% |
Ticker Symbol: | SCHO |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$6 | $19 | $34 | $77 |
† | Index ownership — © 2017 Bloomberg. Bloomberg Index Services Limited and its affiliates (collectively, Bloomberg) and Bloomberg’s licensors, including Barclays Bank PLC (Barclays), own all proprietary rights in the Bloomberg Barclays Indices. The Schwab Short-Term U.S. Treasury ETF is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays endorses or recommends the fund. Neither Bloomberg nor Barclays guarantees the timeliness, accurateness or completeness of any data or information relating to the Bloomberg Barclays Indices, and neither shall be liable in any way in respect of the use or accuracy of the Bloomberg Barclays Indices. |
Average Annual Total Returns as of 12/31/16 | |||
1 Year | 5 Years |
Since
Inception (8/5/10) |
|
Before taxes | 0.78% | 0.47% | 0.62% |
After taxes on distributions | 0.42% | 0.26% | 0.42% |
After taxes on distributions and sale of shares | 0.44% | 0.27% | 0.39% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Bloomberg Barclays U.S. 1-3 Year Treasury Bond Index | 0.86% | 0.57% | 0.72% |
Ticker Symbol: | SCHR |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$6 | $19 | $34 | $77 |
† | Index ownership — © 2017 Bloomberg. Bloomberg Index Services Limited and its affiliates (collectively, Bloomberg) and Bloomberg’s licensors, including Barclays Bank PLC (Barclays), own all proprietary rights in the Bloomberg Barclays Indices. The Schwab Intermediate-Term U.S. Treasury ETF is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays endorses or recommends the fund. Neither Bloomberg nor Barclays guarantees the timeliness, accurateness or completeness of any data or information relating to the Bloomberg Barclays Indices, and neither shall be liable in any way in respect of the use or accuracy of the Bloomberg Barclays Indices. |
Average Annual Total Returns as of 12/31/16 | |||
1 Year | 5 Years |
Since
Inception (8/5/10) |
|
Before taxes | 1.16% | 1.32% | 2.46% |
After taxes on distributions | 0.54% | 0.77% | 1.90% |
After taxes on distributions and sale of shares | 0.66% | 0.77% | 1.66% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Bloomberg Barclays U.S. 3-10 Year Treasury Bond Index | 1.28% | 1.43% | 2.57% |
Ticker Symbol: | SCHZ |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$4 | $13 | $23 | $51 |
† | Index ownership — © 2017 Bloomberg. Bloomberg Index Services Limited and its affiliates (collectively, Bloomberg) and Bloomberg’s licensors, including Barclays Bank PLC (Barclays), own all proprietary rights in the Bloomberg Barclays Indices. The Schwab U.S. Aggregate Bond ETF is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays endorses or recommends the fund. Neither Bloomberg nor Barclays guarantees the timeliness, accurateness or completeness of any data or information relating to the Bloomberg Barclays Indices, and neither shall be liable in any way in respect of the use or accuracy of the Bloomberg Barclays Indices. |
Average Annual Total Returns as of 12/31/16 | |||
1 Year | 5 Year |
Since
Inception (7/14/11) |
|
Before taxes | 2.49% | 2.11% | 2.62% |
After taxes on distributions | 1.52% | 1.23% | 1.76% |
After taxes on distributions and sale of shares | 1.42% | 1.23% | 1.64% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Bloomberg Barclays U.S. Aggregate Bond Index | 2.65% | 2.23% | 2.74% |
Schwab U.S. TIPS ETF | SCHP |
Schwab Short-Term U.S. Treasury ETF | SCHO |
Schwab Intermediate-Term U.S. Treasury ETF | SCHR |
Schwab U.S. Aggregate Bond ETF | SCHZ |
• | Relative to longer duration bonds, shorter duration bonds would fall less in price because an investor’s principal would be repaid at the lower interest rate sooner. |
1 | All investments are subject to risks, including risks not discussed in this section of the prospectus. Please refer to the risks disclosed elsewhere in this prospectus and the SAI to understand the risks of investing in the funds. |
• | Longer-duration bonds, on the other hand, would fall in price more than shorter-duration bonds, due to the longer horizon of holding bonds paying less interest than current interest rates. |
• | Relative to longer-duration bonds, shorter duration bonds would appreciate less in price; longer-duration bonds would appreciate more in price than shorter-duration bonds. |
• | A bond with a 6 year duration would generally be expected to increase in value by approximately 6% (1% price move for each year of duration), while a bond, or bond fund, with a 7 year duration would generally be expected to increase in value by approximately 7%. |
1/1/16–
12/31/16 |
1/1/15–
12/31/15 |
1/1/14–
12/31/14 |
1/1/13–
12/31/13 |
1/1/12–
12/31/12 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 53.15 | $ 54.11 | $ 52.92 | $ 58.31 | $ 55.46 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.99 1 | 0.17 1 | 0.64 | 0.28 | 0.92 | |
Net realized and unrealized gains (losses) | 1.46 | (0.98) | 1.26 | (5.32) | 2.85 | |
Total from investment operations | 2.45 | (0.81) | 1.90 | (5.04) | 3.77 | |
Less distributions: | ||||||
Distributions from net investment income | (0.76) | (0.15) | (0.71) | (0.35) | (0.92) | |
Net asset value at end of period | $ 54.84 | $ 53.15 | $ 54.11 | $ 52.92 | $ 58.31 | |
Total return | 4.60% | (1.50%) | 3.56% | (8.66%) | 6.83% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.07% | 0.07% | 0.07% | 0.07% | 0.12% 2 | |
Net investment income (loss) | 1.78% | 0.31% | 1.10% | 0.51% | 1.72% | |
Portfolio turnover rate 3 | 16% | 19% | 20% | 20% | 22% | |
Net assets, end of period (x 1,000) | $1,614,977 | $815,816 | $549,259 | $399,564 | $571,441 |
1/1/16–
12/31/16 |
1/1/15–
12/31/15 |
1/1/14–
12/31/14 |
1/1/13–
12/31/13 |
1/1/12–
12/31/12 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 50.43 | $ 50.55 | $ 50.51 | $ 50.53 | $ 50.50 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.42 1 | 0.35 1 | 0.24 | 0.15 | 0.15 | |
Net realized and unrealized gains (losses) | (0.03) | (0.13) | 0.04 | (0.02) | 0.03 | |
Total from investment operations | 0.39 | 0.22 | 0.28 | 0.13 | 0.18 | |
Less distributions: | ||||||
Distributions from net investment income | (0.41) | (0.34) | (0.24) | (0.15) | (0.15) | |
Net asset value at end of period | $ 50.41 | $ 50.43 | $ 50.55 | $ 50.51 | $ 50.53 | |
Total return | 0.78% | 0.44% | 0.55% | 0.25% | 0.35% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.08% 2 | 0.08% | 0.08% | 0.08% | 0.11% 3 | |
Net investment income (loss) | 0.83% | 0.69% | 0.49% | 0.31% | 0.29% | |
Portfolio turnover rate 4 | 66% | 89% | 109% | 101% | 101% | |
Net assets, end of period (x 1,000) | $1,414,092 | $1,071,573 | $702,651 | $444,497 | $250,105 |
1/1/16–
12/31/16 |
1/1/15–
12/31/15 |
1/1/14–
12/31/14 |
1/1/13–
12/31/13 |
1/1/12–
12/31/12 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 53.55 | $ 53.52 | $ 52.08 | $ 54.18 | $ 53.39 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.79 1 | 0.85 1 | 0.77 | 0.56 | 0.58 | |
Net realized and unrealized gains (losses) | (0.15) | 0.02 2 | 1.44 | (2.10) | 0.79 | |
Total from investment operations | 0.64 | 0.87 | 2.21 | (1.54) | 1.37 | |
Less distributions: | ||||||
Distributions from net investment income | (0.78) | (0.84) | (0.77) | (0.56) | (0.58) | |
Net asset value at end of period | $ 53.41 | $ 53.55 | $ 53.52 | $ 52.08 | $ 54.18 | |
Total return | 1.16% | 1.62% | 4.27% | (2.86%) | 2.57% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.09% 3 | 0.10% 4 | 0.10% | 0.10% | 0.11% 5 | |
Net investment income (loss) | 1.44% | 1.59% | 1.43% | 1.06% | 1.07% | |
Portfolio turnover rate 6 | 30% | 32% | 49% | 54% | 47% | |
Net assets, end of period (x 1,000) | $790,506 | $441,747 | $254,226 | $236,969 | $216,733 |
1/1/16–
12/31/16 |
1/1/15–
12/31/15 |
1/1/14–
12/31/14 |
1/1/13–
12/31/13 |
1/1/12–
12/31/12 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 51.41 | $ 52.20 | $ 50.28 | $ 52.43 | $ 51.50 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 1.06 1 | 1.00 1 | 1.00 | 0.83 | 0.84 | |
Net realized and unrealized gains (losses) | 0.23 2 | (0.71) | 1.98 | (1.97) | 1.16 | |
Total from investment operations | 1.29 | 0.29 | 2.98 | (1.14) | 2.00 | |
Less distributions: | ||||||
Distributions from net investment income | (1.15) | (1.08) | (1.06) | (1.01) | (1.07) | |
Net asset value at end of period | $ 51.55 | $ 51.41 | $ 52.20 | $ 50.28 | $ 52.43 | |
Total return | 2.49% | 0.56% | 5.97% | (2.19%) | 3.90% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.05% 3 | 0.05% | 0.05% | 0.06% 4 | 0.08% 5 | |
Net investment income (loss) | 2.01% | 1.92% | 1.96% | 1.59% | 1.52% | |
Portfolio turnover rate 6 , 7 | 119% | 104% 8 | 74% | 152% | 151% | |
Net assets, end of period (x 1,000) | $3,309,447 | $2,102,482 | $1,226,778 | $497,801 | $387,954 |
Schwab U.S. TIPS ETF | 0.07% |
Schwab Short-Term U.S. Treasury ETF | 0.08% 1 |
Schwab Intermediate-Term U.S. Treasury ETF | 0.09% 1 |
Schwab U.S. Aggregate Bond ETF | 0.05% 2 |
1 | Effective December 29, 2016, the annual operating expense ratio was reduced. The ratio presented for the period ended 12/31/16 is a blended ratio. |
2 | Effective October 7, 2016, the annual operating expense ratio was reduced. The ratio presented for the period ended 12/31/16 is a blended ratio. |
Schwab U.S. TIPS ETF | 0.05% |
Schwab Short-Term U.S. Treasury ETF | 0.06% |
Schwab Intermediate-Term U.S. Treasury ETF | 0.06% |
Schwab U.S. Aggregate Bond ETF | 0.04% |
Schwab U.S. TIPS ETF | SCHP |
Schwab Short-Term U.S. Treasury ETF | SCHO |
Schwab Intermediate-Term U.S. Treasury ETF | SCHR |
Schwab U.S. Aggregate Bond ETF | SCHZ |
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. TIPS ETF | $2,776,500 | $ 0 | 3.0% | 2.0% |
Schwab Short-Term U.S. Treasury ETF | $2,523,000 | $ 0 | 3.0% | 2.0% |
Schwab Intermediate-Term U.S. Treasury ETF | $2,680,500 | $ 0 | 3.0% | 2.0% |
Schwab U.S. Aggregate Bond ETF | $5,179,000 | $500 | 3.0% | 2.0% |
* | As a percentage of total amount invested or redeemed. |
Schwab Strategic Trust | 811-22311 |
Schwab U.S. TIPS ETF™ | SCHP |
Schwab Short-Term U.S. Treasury ETF™ | SCHO |
Schwab Intermediate-Term U.S. Treasury ETF™ | SCHR |
Schwab U.S. Aggregate Bond ETF™ | SCHZ |
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APPENDIX — RATINGS OF INVESTMENT SECURITIES | |
APPENDIX — PROXY VOTING POLICY AND PROCEDURES |
(1) | Purchase securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(2) | Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time, except that each fund may concentrate its investments to approximately the same extent that the index the fund is designed to track concentrates in the securities of a particular industry or group of industries and each fund may invest without limitation in (a) securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, and (b) tax-exempt obligations of state or municipal governments and their political subdivisions. |
(3) | 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 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. |
(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 (a) may 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 (not including temporary or emergency borrowings not exceeding 5% of the fund’s total assets); and (b) 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 or tax-exempt obligations of state or municipal governments and their political subdivisions) 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 concentrate its investments to approximately the same extent that the index the fund is designed to track concentrates in the securities of a particular industry or group of industries). |
(7) | Purchase or sell physical commodities or commodity contracts based on physical commodities or invest in unmarketable interests in real estate limited partnerships or invest directly in real estate. For the avoidance of doubt, the foregoing policy does not prevent a fund from, among other things, (i) purchasing marketable securities of companies that deal in real estate or interests therein (including REITs); (ii) purchasing marketable securities of companies that deal in physical commodities or interests therein; and (iii) purchasing, selling and entering 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. |
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. | 110 | Director, PS Business Parks, Inc. (2005-2012) |
John
F. Cogan
1947 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust 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). | 110 | 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). | 110 | 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 |
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). | 110 | 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 (May 2007-present), Senior Executive Vice President (Feb. 2016-present), and Executive Vice President (May 2007-Feb. 2016), Schwab Holdings, Inc. | 110 | 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). |
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). |
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. |
• | 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. |
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 | None | N/A | None |
Joseph R. Martinetto | None | N/A | None |
Independent Trustees | |||
Robert W. Burns | $7,699 | N/A | $282,000 |
John F. Cogan | $8,245 | N/A | $309,500 |
Stephen Timothy Kochis | $7,699 | N/A | $282,000 |
David L. Mahoney | $7,699 | N/A | $282,000 |
Kiran M. Patel | $8,245 | N/A | $302,000 |
Kimberly S. Patmore | $7,699 | N/A | $282,000 |
Charles A. Ruffel | $7,699 | N/A | $282,000 |
Gerald B. Smith | $8,245 | N/A | $302,000 |
Joseph H. Wender | $7,699 | N/A | $282,000 |
Name of Trustee | Dollar Range of Trustee Ownership of the Funds Included in the SAI |
Aggregate
Dollar Range of
Trustee Ownership in the Family of Investment Companies |
|
Interested Trustees | |||
Walter W. Bettinger II | Over $100,000 | ||
Schwab U.S. TIPS ETF | None | ||
Schwab Short-Term U.S. Treasury ETF | None | ||
Schwab Intermediate-Term U.S. Treasury ETF | None | ||
Schwab U.S. Aggregate Bond ETF | None |
Name of Trustee | Dollar Range of Trustee Ownership of the Funds Included in the SAI |
Aggregate
Dollar Range of
Trustee Ownership in the Family of Investment Companies |
|
Independent Trustees | |||
Gerald B. Smith | Over $100,000 | ||
Schwab U.S. TIPS ETF | None | ||
Schwab Short-Term U.S. Treasury ETF | None | ||
Schwab Intermediate-Term U.S. Treasury ETF | None | ||
Schwab U.S. Aggregate Bond ETF | None | ||
Joseph H. Wender | $50,001-$100,000 | ||
Schwab U.S. TIPS ETF | None | ||
Schwab Short-Term U.S. Treasury ETF | None | ||
Schwab Intermediate-Term U.S. Treasury ETF | None | ||
Schwab U.S. Aggregate Bond ETF | None |
Fund | Name and Address | Percentage of Ownership |
Schwab U.S. TIPS ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
66.02% |
National
Financial Services LLC
640 Fifth Avenue New York, NY 10019 |
7.96% | |
UBS
Financial Services Inc.
1200 Harbor Boulevard Weehawken, NJ 07086 |
7.46% | |
Schwab
Wealth Investment Advisory Inc.
211 Main St. San Francisco, CA 94105 |
7.43% 1 | |
Schwab Short-Term U.S. Treasury ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
75.79% |
Schwab Intermediate-Term U.S. Treasury ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
91.79% |
Schwab
Wealth Investment Advisory Inc.
211 Main St. San Francisco, CA 94105 |
25.86% 1 | |
The
Charles Schwab Trust Company
211 Main St. San Francisco, CA 94105 |
7.34% 1 |
Fund | Name and Address | Percentage of Ownership |
Schwab U.S. Aggregate Bond ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
80.24% |
The
Charles Schwab Trust Company
211 Main St. San Francisco, CA 94105 |
11.45% 1 |
Fund | Fee |
Schwab U.S. TIPS ETF | 0.07% |
Schwab Short-Term U.S. Treasury ETF | 0.08% 1 |
Schwab Intermediate-Term U.S. Treasury ETF | 0.09% 1 |
Schwab U.S. Aggregate Bond ETF | 0.05% 2 |
1 | Effective December 29, 2016, the annual operating expense ratio was reduced. The ratio presented for the period ended 12/31/16 is a blended ratio. |
2 | Effective October 7, 2016, the annual operating expense ratio was reduced. The ratio presented for the period ended 12/31/16 is a blended ratio. |
Fund | Fee |
Schwab U.S. TIPS ETF | 0.05% |
Schwab Short-Term U.S. Treasury ETF | 0.06% |
Schwab Intermediate-Term U.S. Treasury ETF | 0.06% |
Schwab U.S. Aggregate Bond ETF | 0.04% |
Fund | 2016 | 2015 | 2014 |
Schwab U.S. TIPS ETF | $ 810,250 | $501,871 | $322,655 |
Schwab Short-Term U.S. Treasury ETF | $ 944,914 | $697,822 | $445,410 |
Schwab Intermediate-Term U.S. Treasury ETF | $ 597,927 | $322,558 | $247,246 |
Schwab U.S. Aggregate Bond ETF | $1,359,889 | $832,630 | $387,534 |
Registered
Investment Companies
(this amount does not include the funds in this SAI) |
Other Pooled Investment Vehicles | Other Accounts | ||||
Name | Number of Accounts | Total Assets | Number of Accounts | Total Assets | Number of Accounts | Total Assets |
Matthew Hastings | 5 | $2,797,012,466 | 0 | $0 | 0 | $0 |
Garrett Herfkins | 2 | $ 632,508,054 | 0 | $0 | 0 | $0 |
Steven Hung | 3 | $2,164,504,412 | 0 | $0 | 0 | $0 |
Mark McKissick | 4 | $2,479,073,306 | 0 | $0 | 0 | $0 |
Alfonso Portillo | 3 | $2,012,674,240 | 0 | $0 | 0 | $0 |
• | 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 |
• | 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 Semiannual 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 |
• | 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. |
Portfolio Manager | Fund | Dollar Range of Fund Shares Owned |
Matthew Hastings | Schwab U.S. TIPS ETF | $1-$10,000 |
Schwab Short-Term U.S. Treasury ETF | $1-$10,000 | |
Schwab Intermediate-Term U.S. Treasury ETF | $1-$10,000 | |
Schwab U.S. Aggregate Bond ETF | $10,001-$50,000 | |
Garrett Herfkens | Schwab U.S. TIPS ETF | None |
Schwab Short-Term U.S. Treasury ETF | None | |
Schwab Intermediate-Term U.S. Treasury ETF | None | |
Steven Hung | Schwab U.S. Aggregate Bond ETF | None |
Mark McKissick | Schwab U.S. TIPS ETF | None |
Schwab Short-Term U.S. Treasury ETF | None | |
Schwab Intermediate-Term U.S. Treasury ETF | None | |
Schwab U.S. Aggregate Bond ETF | None | |
Alfonso Portillo | Schwab U.S. Aggregate Bond ETF | None |
Fund | 2016 | 2015 |
Schwab U.S. TIPS ETF 1 | 16% | 19% |
Schwab Short-Term U.S. Treasury ETF 1 | 66% | 89% |
Schwab Intermediate-Term U.S. Treasury ETF 1 | 30% | 32% |
Schwab U.S. Aggregate Bond ETF 1,2 | 119% | 104% 3 |
1 | Portfolio turnover rate excludes securities received or delivered from processing of in-kind creations or redemptions. |
2 | Includes to-be-announced (TBA) transactions. |
3 | Revised methodology adopted as of December 31, 2015. For comparison purposes, portfolio turnover rate would have been 146% using previous methodology. |
Fund | Regular Broker-Dealer | Value of Fund’s Holdings* |
Schwab U.S. TIPS ETF | None | |
Schwab Short-Term U.S. Treasury ETF | None | |
Schwab Intermediate-Term U.S. Treasury ETF | None | |
Schwab U.S. Aggregate Bond ETF | J.P. Morgan Securities LLC | $31,715,614 |
Goldman Sachs & Co. | $22,508,679 | |
Citigroup Global Markets, Inc. | $20,126,086 | |
Morgan Stanley | $19,116,782 | |
Credit Suisse Securities (USA) LLC | $ 6,042,209 | |
UBS Securities LLC | $ 4,099,082 | |
Barclays Capital, Inc. | $ 3,094,897 | |
Nomura Securities International, Inc. | $ 1,875,951 |
* | Includes securities issued by regular broker-dealer’s parent and affiliates, if any. |
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. TIPS ETF | $2,776,500 | $ 0 | 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 Short-Term U.S. Treasury ETF | $2,523,000 | $ 0 | 3.0% | 2.0% |
Schwab Intermediate-Term U.S. Treasury ETF | $2,680,500 | $ 0 | 3.0% | 2.0% |
Schwab U.S. Aggregate Bond ETF | $5,179,000 | $500 | 3.0% | 2.0% |
* | As a percentage of the total amount invested or redeemed. |
Aaa: | Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. |
Aa: | Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. |
A: | Obligations rated A are judged to be upper-medium grade and are subject to low credit risk. |
Baa: | Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. |
Ba: | Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. |
B: | Obligations rated B are considered speculative and are subject to high credit risk. |
Caa: | Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk. |
Ca: | Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. C Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. |
C: | Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. |
P-1: | Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. |
P-2: | Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. |
P-3: | Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. |
AAA: | An obligation rated ‘AAA’ has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong. |
AA: | An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong. |
A: | An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong. |
BBB: | An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
BB: | An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation. |
B: | An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘B’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation. |
CCC: | An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation. |
CC: | An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred, but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default. |
C: | An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher. |
D: | An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange offer. |
A-1: | A short-term obligation rated ‘A-1’ is rated in the highest category by S&P Global Ratings. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong. |
A-2: | A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory. |
A-3: | A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
AAA: | ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. |
AA: | ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. |
A: | ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. |
BBB: | ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity. |
BB: | ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments. |
B: | ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. |
CCC: | Default is a real possibility. |
CC: | Default of some kind appears probable. |
C: | Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a ‘C’ category rating for an issuer include: |
a. | the issuer has entered into a grace or cure period following non-payment of a material financial obligation; |
b. | the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or |
c. | Fitch Ratings otherwise believes a condition of ‘RD’ or ‘D’ to be imminent or inevitable, including through the formal announcement of a distressed debt exchange. |
RD: | ‘RD’ ratings indicate an issuer that in Fitch Ratings’ opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would include: |
a. | the selective payment default on a specific class or currency of debt; |
b. | the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; |
c. | the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or |
d. | execution of a distressed debt exchange on one or more material financial obligations. |
D: | ‘D’ ratings indicate an issuer that in Fitch Ratings’ opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business. |
F1: | Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature. |
F2: | Good intrinsic capacity for timely payment of financial commitments. |
F3: | The intrinsic capacity for timely payment of financial commitments is adequate. |
AAA: | Highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events. |
AA: | Superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from AAA only to a small degree. Unlikely to be significantly vulnerable to future events. |
A: | Good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than AA. May be vulnerable to future events, but qualifying negative factors are considered manageable. |
BBB: | Adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events. |
BB: | Speculative, non-investment grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable to future events. |
B: | Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations. |
CCC/CC/C: | Very highly speculative credit quality. In danger of defaulting on financial obligations. There is little difference between these three categories, although CC and C ratings are normally applied to obligations that are seen as highly likely to default, or subordinated to obligations rated in the CCC to B range. Obligations in respect of which default has not technically taken place but is considered inevitable may be rated in the C category. |
D: | When the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods, a downgrade to D may occur. DBRS may also use SD (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange”. See Default Definition for more information. |
R-1 (high): | Highest credit quality. The capacity for the payment of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future events. |
R-1 (middle): | Superior credit quality. The capacity for the payment of short-term financial obligations as they fall due is very high. Differs from R-1 (high) by a relatively modest degree. Unlikely to be significantly vulnerable to future events. |
R-1 (low): | Good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating categories. May be vulnerable to future events, but qualifying negative factors are considered manageable. |
R-2 (high): | Upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. |
R-2 (middle): | Adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may be exposed to other factors that could reduce credit quality. |
R-2 (low): | Lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. A number of challenges are present that could affect the issuer’s ability to meet such obligations. |
R-3: | Lowest end of adequate credit quality. There is a capacity for the payment of short-term financial obligations as they fall due. May be vulnerable to future events and the certainty of meeting such obligations could be impacted by a variety of developments. |
I. | INTRODUCTION |
II. | PHILOSOPHY |
III. | PROXY VOTING GUIDELINES |
A. | DIRECTORS AND AUDITORS |
i. | 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 |
ii. | 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 |
B. | BOARD MATTERS |
i. | Classified Boards |
• | 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 |
ii. | Majority Voting |
iii. | Cumulative Voting |
iv. | 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 |
v. | 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 |
C. | COMPENSATION |
i. | Advisory Vote on Executive Compensation and Frequency |
• | 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 |
ii. | 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 |
iv. | Re-price/Exchange Option Plans |
D. | ANTI-TAKEOVER |
i. | Shareholder Rights Plans (“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 |
iii. | Right to Act by Written Consent |
iv. | Supermajority Voting |
E. | CAPITAL STRUCTURE, MERGERS AND ACQUISITIONS |
i. | Increase in Authorized Common Shares |
ii. | Preferred Shares |
iii. | Mergers and Acquisitions |
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 |
IV. | ADMINISTRATION |
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. |
C. | SECURITIES LENDING |
D. | SUB-ADVISORY RELATIONSHIPS |
E. | REPORTING AND RECORD RETENTION |
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) | Amended and Restated Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated March 1, 2017, is filed herein as Exhibit (d)(1). |
(e)(1) | Distribution Agreement between the Registrant and SEI Investments Distribution Co. is incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 1 of the Registrant’s Registration Statement, filed April 21, 2010 (hereinafter referred to as 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 Post-Effective Amendment No. 3 of the Registrant’s Registration Statement, filed July 23, 2010 (hereinafter referred to as 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 Post-Effective Amendment No. 7 of the Registrant’s Registration Statement, filed April 15, 2011 (hereinafter referred to as 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 Post-Effective Amendment No. 12 of the Registrant’s Registration Statement, filed July 8, 2011 (hereinafter referred to as 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 Post-Effective Amendment No. 17 of the Registrant’s Registration Statement, filed October 13, 2011 (hereinafter referred to as 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 Post-Effective Amendment No. 46 to the Registrant’s Registration Statement, filed August 8, 2013 (hereinafter referred to as 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 is incorporated by reference to Exhibit (g)(3) of Post-Effective Amendment No. 4 of the Registrant’s Registration Statement, filed September 24, 2010 (hereinafter referred to as 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. |
(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. |
ITEM 28. | EXHIBITS. |
(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 incorporated by reference to Exhibit (h)(4)(g) of Post-Effective Amendment No. 92 of the Registrant’s Registration Statement, filed December 28, 2016 (hereinafter referred to as PEA No. 92). |
(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 incorporated by reference to Exhibit (h)(4)(h) of PEA No. 92. |
(h)(4)(i) | Amendment, dated February 2, 2017, 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)(i). |
(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. |
ITEM 28. | EXHIBITS. |
(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. |
(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 incorporated by reference to Exhibit (p)(1) of PEA No. 92. |
(p)(2) | Code of Ethics of SEI Investments Distribution Co., dated October 7, 2016 is incorporated by reference to Exhibit (p)(2) of PEA No. 92. |
Item 29. | Persons Controlled By Or Under Common Control With The Registrant. |
Item 30. | Indemnification. |
Item 31. | Business And Other Connections Of Investment Adviser. |
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 | |
Schwab Funds | Chairman and Trustee | |
Laudus Funds | Chairman and Trustee | |
Schwab ETFs | Chairman and Trustee | |
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 and Multi-Asset Strategies |
Laudus Funds | Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies | |
Schwab ETFs | Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies |
Name and Position with Adviser | Name of Other Company | Capacity |
Brett Wander, Senior Vice President and Chief Investment Officer – Fixed Income | Schwab Funds | Senior Vice President and Chief Investment Officer – Fixed Income |
Laudus Funds | Senior Vice President and Chief Investment Officer – Fixed Income | |
Schwab ETFs | Senior Vice President and Chief Investment Officer – Fixed Income | |
David Lekich, Chief Counsel and Senior Vice President | Charles Schwab & Co., Inc. | Senior Vice President |
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 and Chief Compliance Officer - IIMS Compliance | |
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: |
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, Anti-Money Laundering Officer & Assistant Secretary | None |
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 |
Item 33. | Location Of Accounts And Records. |
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. |
Item 35. | Undertakings. |
SCHWAB STRATEGIC TRUST |
Registrant |
Marie A. Chandoha* |
Marie A. Chandoha, President and Chief Executive Officer |
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 | |
Mark
D. Fischer*
Mark D. Fischer |
Treasurer and Chief Financial Officer |
Exhibit EXDI
AMENDED AND RESTATED ADVISORY AGREEMENT
ADVISORY AGREEMENT made as of October 12, 2009, as amended and restated on March 1, 2017 between Schwab Strategic Trust (the Trust), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act), and Charles Schwab Investment Management, Inc., a Delaware corporation (the Adviser).
W I T N E S S E T H
WHEREAS, the Board of Trustees (the Board or Trustees) of the Trust has selected the Adviser to act as investment adviser to the Trust on behalf of the series set forth on Schedule A hereto, which may be amended by the parties pursuant to section 11 of this Agreement to add other series of the Trust (each such series appearing on Schedule A at any time being a Fund and all such series at that time being the Funds subject to this Agreement at that time), and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth;
WHEREAS, each Fund has been subject to an Advisory Agreement dated October 12, 2009 since each Funds inception date; and
WHEREAS, the Trust desires to amend and restate the Advisory Agreement dated October 9, 2009 with respect to each Fund now or in the future listed on Schedule A hereto effective as of such date noted on Schedule A in order to reflect the assumption by the Adviser of certain additional expenses and the reduction in investment advisory fees payable for a Fund; and
NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Trust and the Adviser do hereby agree as follows:
1. The Advisers Services .
(a) Discretionary Investment Management Services . The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds assets shall be held uninvested in cash, subject always to the provisions of the Trusts Agreement and Declaration of Trust and By-Laws and its registration statement on Form N-1A (the Registration Statement) under the 1940 Act, and under the Securities Act of 1933, as amended (the 1933 Act), covering Fund shares, as filed with the Securities and Exchange Commission (the Commission), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves
1
might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Funds investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Funds assets or to otherwise exercise its right to control the overall management of a Fund.
(b) Selection of Sub-Adviser(s) . The Adviser shall have the authority hereunder to select and retain sub-advisers, including an affiliated person (as defined under the 1940 Act) of the Adviser, for each of the Funds referenced in Schedule A to perform some or all of the services for which the Adviser is responsible pursuant to this Agreement. The Adviser shall supervise the activities of the sub-adviser(s), and the retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. Any such sub-adviser shall be, at all relevant times, registered as an investment adviser with the Commission, not subject to any statutory disqualification, and capable of performing its sub-advisory duties pursuant to a sub-advisory agreement approved by the Trusts Board and, except as otherwise permitted by the 1940 Act or by rule or regulation, a vote of a majority of the outstanding voting securities of the applicable Fund. The Adviser will compensate the sub-adviser for its services to the Funds.
(c) Compliance . The Adviser agrees to comply with the requirements of the 1940 Act, the Investment Advisers Act of 1940, as amended (the Advisers Act), the 1933 Act, the Securities Exchange Act of 1934, as amended (the 1934 Act), the Commodity Exchange Act, as amended, and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. The Adviser also agrees to comply with the objectives, policies and restrictions set forth in the Registration Statement, as amended or supplemented from time to time, of the Funds, and with any policies, guidelines, instructions and procedures approved by the Board and provided to the Adviser. In selecting each Funds portfolio securities and performing the Advisers obligations hereunder, the Adviser shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), for qualification as a regulated investment company. The Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. No supervisory activity undertaken by the Board shall limit the Advisers full responsibility for any of the foregoing.
(d) Proxy Voting . The Board has the authority to determine how proxies with respect to securities that are held by the Funds shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for each Funds securities to the Adviser. So long as proxy voting authority for a Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The
2
Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time.
(e) Recordkeeping . The Adviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Funds, except as may be otherwise provided or as may be necessary for the Adviser to supply to the Trust or its Board the information required to be supplied under this Agreement.
The Adviser shall maintain separate books and detailed records of all matters pertaining to Fund assets advised by the Adviser required by Rule 31a-1 under the 1940 Act (other than those records being maintained by any administrator, custodian or transfer agent appointed by the Funds) relating to its responsibilities provided hereunder with respect to the Funds, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the Funds Books and Records). The Funds Books and Records shall be available to the Board at any time upon request, shall be delivered to the Trust upon the termination of this Agreement and shall be available without delay during any day the Trust is open for business.
(f) Holdings Information and Pricing . The Adviser shall provide regular reports regarding Fund holdings, and may, on its own initiative, furnish the Trust and its Board from time to time with whatever information the Adviser believes is appropriate for this purpose. The Adviser agrees upon request to provide any pricing information of which the Adviser is aware to the Trust, its Board and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Trusts valuation procedures for the purpose of calculating the Fund net asset value in accordance with procedures and methods established by the Board.
(g) Cooperation with Agents of the Trust . The Adviser agrees to cooperate with and provide reasonable assistance to the Trust, any Trust custodian or foreign sub-custodians, any Trust pricing agents and all other agents and representatives of the Trust, provide such information with respect to the Funds as they may reasonably request from time to time in the performance of their obligations, provide prompt responses to reasonable requests made by such persons and establish appropriate interfaces with each so as to promote the efficient exchange of information and compliance with applicable laws and regulations.
2. Code of Ethics . The Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it will provide to the Trust. The Adviser shall ensure that its Access Persons (as defined in the Advisers Code of Ethics) comply in all material respects with the Advisers Code of Ethics, as
3
in effect from time to time. Upon request made from time to time, the Adviser shall provide the Trust with (i) a copy of the Advisers current Code of Ethics, as then in effect, and (ii) certification that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Advisers Code of Ethics as then in effect. Annually, the Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Advisers Code of Ethics to the Trust. The Adviser shall respond to requests for information from the Trust as to violations of the Code of Ethics by Access Persons and the sanctions imposed by the Adviser.
3. Information and Reporting . The Adviser shall provide the Trust and its respective officers with such periodic reports concerning the obligations the Adviser has assumed under this Agreement as the Trust may from time to time reasonably request.
(a) Compliance Reports . The Adviser may provide a quarterly report regarding each Funds compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Funds policies, guidelines or procedures as applicable to the Advisers obligations under this Agreement. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act of 2002, as amended. The Adviser will promptly notify the Trust in the event that (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Funds ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) a change in control of the Adviser resulting in an assignment (as defined in of the 1940 Act) has occurred or is otherwise proposed to occur.
(b) Board and Filings Information . The Adviser will also provide the Trust with any information reasonably requested regarding its management of the Funds required for any meeting of the Board, or for any shareholder report, amended registration statement, proxy statement, prospectus supplement or other report required to be filed by the Trust with the Commission. The Adviser will make its officers and employees available to meet with the Board from time to time on due notice to review its investment management services to the Funds in light of current and prospective economic and market conditions and shall furnish to the Board such information as may reasonably be necessary in order for the Board to evaluate this Agreement or any proposed amendments thereto.
(c) Transaction Information . The Adviser shall furnish to the Trust such information concerning portfolio transactions as may be necessary to enable the Trust or its designated agent to perform such compliance testing on the Funds and the Advisers services as the Trust may, in its sole discretion, determine to be appropriate. The provision of such information by the Adviser to the Trust or its designated agent in no way relieves the Adviser of its own responsibilities under this Agreement.
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4. Brokerage .
(a) Principal Transactions . In connection with purchases or sales of securities for the account of a Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.
(b) Placement of Orders . The Adviser shall arrange for the placing of all orders for the purchase and sale of securities for a Funds account with brokers or dealers selected by the Adviser. In the selection of such brokers or dealers and the placing of such orders, the Adviser is directed at all times to seek for the Fund the best execution and net price available under the circumstances. It is also understood that it is desirable for the Fund that the Adviser have access to brokerage and research services provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers, consistent with section 28(e) of the 1934 Act and any Commission staff interpretations thereof. Therefore, the Adviser is authorized to place orders for the purchase and sale of securities for a Fund with such brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Adviser in connection with its or its affiliates services to other clients.
(c) Aggregated Transactions . On occasions when the Adviser deems the purchase or sale of a security or futures contract to be in the best interest of a Fund as well as other clients of the Adviser, the Adviser may, to the extent permitted by applicable law and regulations, aggregate the orders for securities or futures contracts to be sold or purchased. In such event, the Adviser will allocate securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances.
(d) Affiliated Brokers . The Adviser or any of its affiliates may act as broker in connection with the purchase or sale of securities or other investments for a Fund, subject to: (i) the requirement that the Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Funds current prospectus and Statement of Additional Information; (ii) the provisions of the 1940 Act; (iii) the provisions of the Advisers Act; (iv) the provisions of the 1934 Act; and (v) other provisions of applicable law. These brokerage services are not within the scope of the duties of the Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from a Fund for these services in addition to the Advisers fees for services under this Agreement.
5. Allocation of Charges and Expenses . The Adviser will bear its own costs of providing services hereunder. The Adviser agrees to pay all expenses incurred by the Trust except for taxes, brokerage and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, and extraordinary or non-routine expenses.
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6. Representations, Warranties and Covenants . Each party represents and warrants to the other party that this Agreement has been duly authorized and executed by such party and, assuming due authorization and execution by the other party, constitutes such partys legal, valid and binding obligation, enforceable against such party in accordance with its terms. The Adviser further represents and warrants to, and covenants with, the Trust as follows:
(a) Properly Registered . The Adviser is registered as an investment adviser under the Advisers Act, is subject to no statutory disqualification from such registration, and will remain so registered and will avoid such disqualification for the duration of this Agreement. The Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Adviser, there is no proceeding or investigation that is reasonably likely to result in the Adviser being prohibited from performing the services contemplated by this Agreement. The Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to an investment company. The Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.
(b) ADV Disclosure . The Adviser has provided the Trust with a copy of its Part I of Form ADV as most recently filed with the Commission and its current Part II of Form ADV. The Adviser will provide the Trust with a current Form ADV at least once per year. The information contained in the Advisers Form ADV as amended from time to time is and will remain accurate and complete in all material respects and does not and will not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
(c) Fund Disclosure Documents . The Adviser has reviewed and will in the future review, the Registration Statement, and any amendments or supplements thereto, the annual or semi-annual reports to shareholders, and other reports filed with the Commission (collectively the Disclosure Documents) and represents and warrants that, with respect to disclosure about the Adviser, the manner in which the Adviser manages the Fund or information relating directly or indirectly to the Adviser, such Disclosure Documents contain or will contain, as of the date thereof, no untrue statement of any material fact and does not or will not omit, as of the date thereof, any statement of material fact required to be stated therein or necessary to make the statements contained therein not misleading.
(d) Use Of The Name Schwab. The Adviser has and shall have the right to use the name Schwab in connection with its services to the Trust and, subject to the terms set forth in section 7 of this Agreement, the Trust has and shall have the right to use the name Schwab in connection with the management and operation of the Funds. The Adviser is not aware of any threatened or existing actions, claims, litigation or proceedings that would adversely effect or prejudice the rights of the Adviser or the Trust to use the name Schwab.
6
(e) Insurance . The Adviser maintains errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage or (ii) if any material claims will be made on its insurance policies. Furthermore, the Adviser shall upon reasonable request provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.
(f) No Detrimental Agreement . The Adviser represents and warrants that it has no arrangement or understanding with any person, other than the Trust, that would influence the decision of the Adviser with respect to its selection of securities for a Fund, and that all selections shall be done in accordance with what is in the best interest of the Fund.
(g) Conflicts . The Adviser shall act honestly, in good faith and in the best interests of the Trust including requiring any of its personnel with knowledge of Fund activities to place the interest of the Fund first, ahead of their own interests, in all personal trading scenarios that may involve a conflict of interest with the Funds, consistent with fiduciary duties under applicable law.
(h) Bring-Down . The representations and warranties in this section 6 shall be deemed to be made not only on the date that this Agreement is executed, but also at the time of delivery of the quarterly compliance report required by section 3(a), whether or not specifically referenced in such report.
7. The Name Schwab. The Adviser grants to the Trust a sublicense to use the name Schwab (the Name) as part of the name of any Fund. The foregoing authorization by the Adviser to the Trust to use the Name as part of the name of any Fund is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the Name; the Trust acknowledges and agrees that, as between the Trust and the Adviser, the Adviser has the right to use, or authorize others to use, the Name. The Trust shall (1) only use the Name in a manner consistent with uses approved by the Adviser, (2) use its best efforts to maintain the quality of the services offered using the Name and (3) adhere to such other specific quality control standards as the Adviser may from time to time promulgate. At the request of the Adviser, the Trust will: (a) submit to Adviser representative samples of any promotional materials using the Name; and (b) change the name of any Fund within three months of its receipt of the Advisers request, or such other shorter time period as may be required under the terms of a settlement agreement or court order, so as to eliminate all reference to the Name and will not thereafter transact any business using the Name in the name of any Fund.
8. Advisers Compensation . The Funds shall pay to the Adviser, as compensation for the Advisers services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by the Funds. The method for determining net assets of a Fund for purposes
7
hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Funds prospectus. In the event of termination of this Agreement, the fee provided in this section shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of calendar days elapsed in the current month as a percentage of the total number of calendar days in such month.
9. Independent Contractor . In the performance of its duties hereunder, the Adviser is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust or any Fund in any way or otherwise be deemed to be an agent of the Trust or any Fund. If any occasion should arise in which the Adviser gives any advice to its clients concerning the shares of a Fund, the Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund.
10. No Assignment . This Agreement shall automatically terminate, without payment of penalty in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act); provided that termination shall not relieve the Adviser of any liability incurred hereunder.
11. Entire Agreement and Amendments.
(a) This Agreement represents the entire agreement among the parties with regard to the investment management matters described herein and may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto except as otherwise noted herein and in accordance with the 1940 Act, as applicable.
(b) Any amendment to this Agreement shall become effective with respect to a Fund upon the approval of the Adviser, the Board of the Trust, including a majority of Trustees of the Trust who are not interested person of the Trust or the Adviser (as defined in the 1940 Act), cast in person at a meeting called for the purpose of voting such approval and, if required under the 1940 Act, a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.
(c) Any approval, amendment, or termination of this Agreement with respect to a Fund will not require the approval of any other Fund or the approval of a majority of the outstanding voting securities of the Trust, unless such approval is required by applicable law.
12. Duration and Termination .
(a) Termination of this Agreement pursuant to this section shall be without payment of any penalty. In the event of termination of this Agreement for any reason, the Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as otherwise required by any fiduciary duties of the Adviser under
8
applicable law. In addition, the Adviser shall deliver the Fund Books and Records to the Trust by such means and in accordance with such schedule as the Trust shall direct and shall otherwise cooperate, as reasonably directed by the Trust, in the transition of portfolio asset management to any successor of the Adviser.
(b) This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in subparagraph (e), unless terminated automatically as set forth in Section 10 hereof or until terminated as provided in subparagraph (c) (d) or (e).
(c) The Trust may cause this Agreement to terminate either by vote of its Board or, with respect to any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund.
(d) The Adviser may at any time terminate this Agreement by not more than sixty (60) days nor less than thirty (30) days written notice delivered or mailed by registered mail, postage prepaid, to the Trust.
(e) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust or the Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the affirmative vote of a majority of the outstanding voting securities of each Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, then the Adviser may continue to serve hereunder as to the Funds in a manner consistent with the 1940 Act and the rules and regulations thereunder.
13. Certain Definitions . For the purposes of this Agreement:
(a) The expression affirmative vote of a majority of the outstanding voting securities shall have the meaning set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the Commission staff.
(b) The terms interested persons and assignment shall have their respective meanings set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the Commission staff.
14. Liability of the Adviser . The Adviser shall indemnify and hold harmless the Trust, the Funds and all affiliated persons thereof (within the meaning of section 2(a)(3) of the 1940 Act) and all controlling persons thereof (as described in section 15 of the 1933 Act) against any and all losses, claims, damages and liabilities (including reasonable legal and other expenses) incurred in any action, suit, proceeding or investigation as and when incurred by any
9
of them by reason of or arising out of willful misconduct, bad faith or gross negligence, or by reason of or arising out of any violation of law, by the Adviser in the performance of its duties hereunder. The Adviser will not be liable to the Trust or to any Fund, or to any affiliated person or controlling person of any of them, for any loss, claim, damage or liability incurred by any of them in any action, suit, proceeding or investigation, or otherwise, by reason of or arising out of any investment decision, recommendation or other action taken or omitted by the Adviser under this Agreement lawfully, in good faith and in the absence of gross negligence.
15. Enforceability . Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.
16. Limitation of Liability . The parties to this Agreement acknowledge and agree that all litigation arising hereunder, whether direct or indirect, and of any and every nature whatsoever, shall be satisfied solely out of the assets of the affected Fund and that no Trustee, officer or employee or holder of shares of beneficial interest of the Fund or the Trust shall be personally liable for any of the foregoing liabilities. The Trusts Certificate of Trust, as amended from time to time, is on file in the Office of the Secretary of State of the State of Delaware. Such Certificate of Trust and the Trusts Agreement and Declaration of Trust describe in detail the respective responsibilities and limitations on liability of such Trustees, officers, employees and holders of shares of beneficial interest.
17. Jurisdiction . This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California and the Adviser consents to the jurisdiction of courts, both state or federal, in California, with respect to any dispute under this Agreement.
18. Paragraph Headings . The headings of paragraphs contained in this Agreement are provided for convenience only, form no part of this Agreement and shall not affect its construction.
19. Services Not Exclusive. The services of the Adviser to the Trust hereunder are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services hereunder are not impaired thereby.
20. Counterparts . This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[SIGNATURES FOLLOW ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date first above written.
SCHWAB STRATEGIC TRUST, | ||||
on behalf of each Fund listed on Schedule A | ||||
By: |
/s/ George Pereira |
|||
Name: | George Pereira | |||
Title: | Chief Operating Officer | |||
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC. | ||||
By: |
/s/ Marie Chandoha |
|||
Name: | Marie Chandoha | |||
Title: | Chief Executive Officer |
11
SCHEDULE A
to the
ADVISORY AGREEMENT
dated as of March 1, 2017 between
SCHWAB STRATEGIC TRUST
and
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
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 |
0.04 | %* | ||
Schwab U.S. Large-Cap Value ETF |
0.04 | %* | ||
Schwab U.S. Small-Cap ETF |
0.05 | %* | ||
Schwab International Equity ETF |
0.06 | %* | ||
Schwab International Small-Cap Equity ETF |
0.12 | %* | ||
Schwab Emerging Markets Equity ETF |
0.13 | %* | ||
Schwab U.S. TIPS ETF |
0.05 | %* | ||
Schwab Short-Term U.S. Treasury ETF |
0.06 | %* | ||
Schwab Intermediate-Term U.S. Treasury ETF |
0.06 | %* | ||
Schwab U.S. REIT ETF |
0.07 | %* | ||
Schwab U.S. Mid-Cap ETF |
0.05 | %* | ||
Schwab U.S. Aggregate Bond ETF |
0.04 | %* | ||
Schwab U.S. Dividend Equity ETF |
0.07 | %* | ||
Schwab Fundamental U.S. Broad Market Index ETF |
0.25 | %* | ||
Schwab Fundamental U.S. Large Company Index ETF |
0.25 | %* | ||
Schwab Fundamental U.S. Small Company Index ETF |
0.25 | %* | ||
Schwab Fundamental International Large Company Index ETF |
0.25 | %* | ||
Schwab Fundamental International Small Company Index ETF |
0.39 | %* | ||
Schwab Fundamental Emerging Markets Large Company Index ETF |
0.39 | %* |
* | The Adviser will pay the operating expenses of the Fund, excluding taxes, any brokerage expenses, and extraordinary or non-routine expenses. |
A-1
February 2, 2017
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
Attention: Steven C. Bennett, Vice President and Senior Counsel
RE: | Schwab Investments |
Ladies and Gentlemen:
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 U.S. Aggregate Bond Index Fund; and |
(2) | creation of Schwab Short-Term Bond Index Fund |
In accordance with Section 11.6 of the Agreement, we request that you act as Accounting Agent with respect to Schwab U.S. Aggregate Bond Index Fund and Schwab Short-Term Bond Index Fund. 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,
SCHWAB INVESTMENTS
By: |
/s/ George Pereira |
|
Name: | George Pereira | |
Title: | Chief Operating Officer & Sr. Vice President | |
Accepted: | ||
STATE STREET BANK AND TRUST COMPANY | ||
By: |
/s/ Andrew Erickson |
|
Name: | Andrew Erickson | |
Title: | Executive Vice President |
APPENDIX A
(Effective February 23, 2017)
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
Schwab AMT Tax-Free Money Fund
Schwab Massachusetts Municipal Money Fund
Schwab Pennsylvania Municipal Money Fund
Schwab New Jersey Municipal 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
Schwab Intermediate-Term Bond Fund
Schwab Global Real Estate Fund
Schwab U.S. Aggregate Bond Index Fund
Schwab Short-Term Bond Index 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 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
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
1095 Avenue of the Americas | ||
New York, NY 10036-6797 | ||
+1 212 698 3500 Main | ||
+1 212 698 3599 Fax | ||
www.dechert.com
|
April 28, 2017
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. 95 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. 97 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 April 28, 2017 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,
/s/ Dechert LLP |
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 report dated February 16, 2017, relating to the financial statements and financial highlights which appear in the December 31, 2016 Annual Report to Shareholders of Schwab U.S. TIPS ETF, Schwab Short-Term U.S. Treasury ETF, Schwab Intermediate-Term U.S. Treasury ETF and Schwab U.S. Aggregate Bond 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
April 24, 2017