Post-Effective Amendment No. 109 | ☒ |
Amendment No. 111 | ☒ |
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 San Francisco, CA 94105 |
Schwab ® U.S. Broad Market ETF | SCHB |
Schwab 1000 Index ® ETF | SCHK |
Schwab ® U.S. Large-Cap ETF | SCHX |
Schwab ® U.S. Large-Cap Growth ETF | SCHG |
Schwab ® U.S. Large-Cap Value ETF | SCHV |
Schwab ® U.S. Mid-Cap ETF | SCHM |
Schwab ® U.S. Small-Cap ETF | SCHA |
Schwab ® U.S. Dividend Equity ETF | SCHD |
Fund Summaries | |
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59 |
Ticker Symbol: | SCHB |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$3 | $10 | $17 | $39 |
Average Annual Total Returns as of 12/31/17 | |||
1 Year | 5 Years |
Since
Inception (11/03/09) |
|
Before taxes | 21.18% | 15.54% | 14.72% |
After taxes on distributions | 20.65% | 15.01% | 14.27% |
After taxes on distributions and sale of shares | 12.34% | 12.42% | 12.17% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Dow Jones U.S. Broad Stock Market Index | 21.20% | 15.54% | 14.75% |
Ticker Symbol: | SCHK |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$5 | $16 | $28 | $64 |
Ticker Symbol: | SCHX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$3 | $10 | $17 | $39 |
Average Annual Total Returns as of 12/31/17 | |||
1 Year | 5 Years |
Since
Inception (11/03/09) |
|
Before taxes | 21.91% | 15.64% | 14.59% |
After taxes on distributions | 21.37% | 15.10% | 14.13% |
After taxes on distributions and sale of shares | 12.77% | 12.51% | 12.05% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Dow Jones U.S. Large-Cap Total Stock Market Index | 21.96% | 15.69% | 14.67% |
Ticker Symbol: | SCHG |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$4 | $13 | $23 | $51 |
Average Annual Total Returns as of 12/31/17 | |||
1 Year | 5 Years |
Since
Inception (12/11/09) |
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Before taxes | 28.04% | 16.96% | 14.86% |
After taxes on distributions | 27.69% | 16.63% | 14.59% |
After taxes on distributions and sale of shares | 16.09% | 13.67% | 12.32% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Dow Jones U.S. Large-Cap Growth Total Stock Market Index | 28.12% | 17.03% | 14.96% |
Ticker Symbol: | SCHV |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$4 | $13 | $23 | $51 |
Average Annual Total Returns as of 12/31/17 | |||
1 Year | 5 Years |
Since
Inception (12/11/09) |
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Before taxes | 16.52% | 14.29% | 12.99% |
After taxes on distributions | 15.84% | 13.59% | 12.38% |
After taxes on distributions and sale of shares | 9.86% | 11.36% | 10.62% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Dow Jones U.S. Large-Cap Value Total Stock Market Index | 16.55% | 14.39% | 13.13% |
Ticker Symbol: | SCHM |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$5 | $16 | $28 | $64 |
Average Annual Total Returns as of 12/31/17 | |||
1 Year | 5 Years |
Since
Inception (1/13/11) |
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Before taxes | 19.58% | 15.51% | 12.99% |
After taxes on distributions | 19.12% | 15.03% | 12.56% |
After taxes on distributions and sale of shares | 11.29% | 12.37% | 10.48% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Dow Jones U.S. Mid-Cap Total Stock Market Index | 19.66% | 15.55% | 13.04% |
Ticker Symbol: | SCHA |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$5 | $16 | $28 | $64 |
Average Annual Total Returns as of 12/31/17 | |||
1 Year | 5 Years |
Since
Inception (11/03/09) |
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Before taxes | 15.04% | 14.45% | 15.46% |
After taxes on distributions | 14.60% | 13.96% | 15.03% |
After taxes on distributions and sale of shares | 8.70% | 11.46% | 12.77% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Dow Jones U.S. Small-Cap Total Stock Market Index | 15.02% | 14.43% | 15.50% |
Ticker Symbol: | SCHD |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$7 | $23 | $40 | $90 |
Average Annual Total Returns as of 12/31/17 | |||
1 Year | 5 Years |
Since
Inception (10/20/11) |
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Before taxes | 20.88% | 15.78% | 15.54% |
After taxes on distributions | 20.07% | 15.00% | 14.82% |
After taxes on distributions and sale of shares | 12.39% | 12.59% | 12.58% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Dow Jones U.S. Dividend 100 Index | 21.01% | 15.92% | 15.69% |
Schwab U.S. Broad Market ETF | SCHB |
Schwab 1000 Index ETF | SCHK |
Schwab U.S. Large-Cap ETF | SCHX |
Schwab U.S. Large-Cap Growth ETF | SCHG |
Schwab U.S. Large-Cap Value ETF | SCHV |
Schwab U.S. Mid-Cap ETF | SCHM |
Schwab U.S. Small-Cap ETF | SCHA |
Schwab U.S. Dividend Equity ETF | SCHD |
9/1/17–
8/31/18 |
9/1/16–
8/31/17 |
9/1/15–
8/31/16 |
9/1/14–
8/31/15 |
9/1/13–
8/31/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 59.72 | $ 52.42 | $ 48.02 | $ 48.75 | $ 39.79 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) 1 | 1.18 | 1.12 | 1.03 | 0.99 | 0.85 | |
Net realized and unrealized gains (losses) | 10.77 | 7.20 | 4.34 | (0.79) | 8.93 | |
Total from investment operations | 11.95 | 8.32 | 5.37 | 0.20 | 9.78 | |
Less distributions: | ||||||
Distributions from net investment income | (1.12) | (1.02) | (0.97) | (0.93) | (0.82) | |
Net asset value at end of period | $ 70.55 | $ 59.72 | $ 52.42 | $ 48.02 | $ 48.75 | |
Total return | 20.20% | 16.03% | 11.35% | 0.33% | 24.77% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.03% | 0.03% | 0.03% 2 | 0.04% | 0.04% | |
Net investment income (loss) | 1.81% | 1.99% | 2.09% | 1.98% | 1.90% | |
Portfolio turnover rate 3 | 4% | 4% | 5% | 3% | 4% | |
Net assets, end of period (x 1,000) | $13,326,391 | $10,215,289 | $6,858,980 | $4,919,185 | $3,654,037 |
10/11/17
1
–
8/31/18 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 25.00 | |||||
Income (loss) from investment operations: | ||||||
Net investment income (loss) 2 | 0.44 | |||||
Net realized and unrealized gains (losses) | 3.47 | |||||
Total from investment operations | 3.91 | |||||
Less distributions: | ||||||
Distributions from net investment income | (0.29) | |||||
Net asset value at end of period | $ 28.62 | |||||
Total return | 15.72% 3 | |||||
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.05% 4 | |||||
Net investment income (loss) | 1.87% 4 | |||||
Portfolio turnover rate 5 | 3% 3 | |||||
Net assets, end of period (x 1,000) | $486,487 |
9/1/17–
8/31/18 |
9/1/16–
8/31/17 |
9/1/15–
8/31/16 |
9/1/14–
8/31/15 |
9/1/13–
8/31/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 59.10 | $ 51.75 | $ 47.30 | $ 47.99 | $ 39.06 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 1.19 1 | 1.15 1 | 1.03 1 | 1.01 1 | 0.83 | |
Net realized and unrealized gains (losses) | 10.39 | 7.24 | 4.41 | (0.77) | 8.92 | |
Total from investment operations | 11.58 | 8.39 | 5.44 | 0.24 | 9.75 | |
Less distributions: | ||||||
Distributions from net investment income | (1.15) | (1.04) | (0.99) | (0.93) | (0.82) | |
Net asset value at end of period | $ 69.53 | $ 59.10 | $ 51.75 | $ 47.30 | $ 47.99 | |
Total return | 19.79% | 16.39% | 11.66% | 0.43% | 25.16% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.03% | 0.03% | 0.03% 2 | 0.04% | 0.04% | |
Net investment income (loss) | 1.86% | 2.07% | 2.13% | 2.04% | 1.95% | |
Portfolio turnover rate 3 | 3% | 4% | 4% | 4% | 5% | |
Net assets, end of period (x 1,000) | $14,989,877 | $9,824,643 | $6,218,346 | $4,329,918 | $3,191,644 |
9/1/17–
8/31/18 |
9/1/16–
8/31/17 |
9/1/15–
8/31/16 |
9/1/14–
8/31/15 |
9/1/13–
8/31/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 65.55 | $ 55.25 | $ 51.93 | $ 50.11 | $ 39.60 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.68 1 | 0.75 1 | 0.59 1 | 0.66 1 | 0.56 | |
Net realized and unrealized gains (losses) | 16.17 | 10.17 | 3.30 | 1.79 | 10.50 | |
Total from investment operations | 16.85 | 10.92 | 3.89 | 2.45 | 11.06 | |
Less distributions: | ||||||
Distributions from net investment income | (0.71) | (0.62) | (0.57) | (0.63) | (0.55) | |
Net asset value at end of period | $ 81.69 | $ 65.55 | $ 55.25 | $ 51.93 | $ 50.11 | |
Total return | 25.88% | 19.89% | 7.56% | 4.87% | 28.11% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.04% | 0.05% 2 | 0.07% 3 | 0.07% | 0.07% | |
Net investment income (loss) | 0.93% | 1.25% | 1.14% | 1.25% | 1.29% | |
Portfolio turnover rate 4 | 5% | 5% | 7% | 10% | 7% | |
Net assets, end of period (x 1,000) | $6,886,721 | $4,470,809 | $2,980,475 | $2,246,101 | $1,485,805 |
9/1/17–
8/31/18 |
9/1/16–
8/31/17 |
9/1/15–
8/31/16 |
9/1/14–
8/31/15 |
9/1/13–
8/31/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 50.65 | $ 46.01 | $ 40.89 | $ 43.54 | $ 36.49 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 1.47 1 | 1.36 1 | 1.29 1 | 1.20 1 | 1.00 | |
Net realized and unrealized gains (losses) | 5.63 | 4.56 | 5.01 | (2.75) | 7.03 | |
Total from investment operations | 7.10 | 5.92 | 6.30 | (1.55) | 8.03 | |
Less distributions: | ||||||
Distributions from net investment income | (1.38) | (1.28) | (1.18) | (1.10) | (0.98) | |
Net asset value at end of period | $ 56.37 | $ 50.65 | $ 46.01 | $ 40.89 | $ 43.54 | |
Total return | 14.20% | 13.01% | 15.70% | (3.71%) | 22.25% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.04% | 0.05% 2 | 0.07% 3 | 0.07% | 0.07% | |
Net investment income (loss) | 2.72% | 2.79% | 3.00% | 2.75% | 2.54% | |
Portfolio turnover rate 4 | 8% | 7% | 6% | 15% | 9% | |
Net assets, end of period (x 1,000) | $4,692,419 | $3,532,689 | $2,491,664 | $1,435,194 | $1,162,576 |
9/1/17–
8/31/18 |
9/1/16–
8/31/17 |
9/1/15–
8/31/16 |
9/1/14–
8/31/15 |
9/1/13–
8/31/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 48.77 | $ 43.67 | $ 40.70 | $ 40.56 | $ 32.94 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.76 1 | 0.71 1 | 0.74 1 | 0.59 1 | 0.56 | |
Net realized and unrealized gains (losses) | 9.59 | 5.09 | 2.84 | 0.12 | 7.62 | |
Total from investment operations | 10.35 | 5.80 | 3.58 | 0.71 | 8.18 | |
Less distributions: | ||||||
Distributions from net investment income | (0.68) | (0.70) | (0.61) | (0.57) | (0.56) | |
Net asset value at end of period | $ 58.44 | $ 48.77 | $ 43.67 | $ 40.70 | $ 40.56 | |
Total return | 21.36% | 13.38% | 8.94% | 1.71% | 24.97% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.05% | 0.06% 2 | 0.07% | 0.07% | 0.07% | |
Net investment income (loss) | 1.42% | 1.54% | 1.83% | 1.42% | 1.53% | |
Portfolio turnover rate 3 | 13% | 17% | 21% | 12% | 9% | |
Net assets, end of period (x 1,000) | $5,358,783 | $3,555,096 | $2,532,590 | $1,841,785 | $1,190,517 |
9/1/17–
8/31/18 |
9/1/16–
8/31/17 |
9/1/15–
8/31/16 |
9/1/14–
8/31/15 |
9/1/13–
8/31/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 64.03 | $ 57.42 | $ 53.54 | $ 54.53 | $ 45.71 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.98 1 | 0.90 1 | 0.93 1 | 0.80 1 | 0.73 | |
Net realized and unrealized gains (losses) | 14.10 | 6.64 | 3.75 | (1.07) | 8.84 | |
Total from investment operations | 15.08 | 7.54 | 4.68 | (0.27) | 9.57 | |
Less distributions: | ||||||
Distributions from net investment income | (0.87) | (0.93) | (0.80) | (0.72) | (0.75) | |
Net asset value at end of period | $ 78.24 | $ 64.03 | $ 57.42 | $ 53.54 | $ 54.53 | |
Total return | 23.71% | 13.21% | 8.89% | (0.54%) | 21.01% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.05% | 0.06% 2 | 0.08% 3 | 0.08% | 0.08% | |
Net investment income (loss) | 1.38% | 1.46% | 1.76% | 1.44% | 1.41% | |
Portfolio turnover rate 4 | 9% | 11% | 11% | 9% | 13% | |
Net assets, end of period (x 1,000) | $8,853,388 | $5,490,843 | $3,772,207 | $2,893,741 | $2,104,717 |
9/1/17–
8/31/18 |
9/1/16–
8/31/17 |
9/1/15–
8/31/16 |
9/1/14–
8/31/15 |
9/1/13–
8/31/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 45.83 | $ 42.47 | $ 36.52 | $ 38.90 | $ 33.00 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 1.49 1 | 1.40 1 | 1.29 1 | 1.19 1 | 1.04 | |
Net realized and unrealized gains (losses) | 6.75 | 3.26 | 5.85 | (2.46) | 5.86 | |
Total from investment operations | 8.24 | 4.66 | 7.14 | (1.27) | 6.90 | |
Less distributions: | ||||||
Distributions from net investment income | (1.36) | (1.30) | (1.19) | (1.11) | (1.00) | |
Net asset value at end of period | $ 52.71 | $ 45.83 | $ 42.47 | $ 36.52 | $ 38.90 | |
Total return | 18.21% | 11.12% | 19.89% | (3.47%) | 21.15% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.07% | 0.07% | 0.07% | 0.07% | 0.07% | |
Net investment income (loss) | 2.99% | 3.17% | 3.27% | 3.03% | 3.01% | |
Portfolio turnover rate 2 | 23% | 15% | 22% | 19% | 26% | |
Net assets, end of period (x 1,000) | $8,092,908 | $6,040,705 | $4,300,443 | $2,497,808 | $2,075,331 |
Schwab U.S. Broad Market ETF | SCHB |
Schwab 1000 Index ETF | SCHK |
Schwab U.S. Large-Cap ETF | SCHX |
Schwab U.S. Large-Cap Growth ETF | SCHG |
Schwab U.S. Large-Cap Value ETF | SCHV |
Schwab U.S. Mid-Cap ETF | SCHM |
Schwab U.S. Small-Cap ETF | SCHA |
Schwab U.S. Dividend Equity ETF | SCHD |
Name of Fund |
Approximate
Value
of One Creation Unit |
Standard
Creation/Redemption Transaction Fee |
Maximum
Additional Creation Transaction Fee* |
Maximum
Additional Redemption Transaction Fee* |
Schwab U.S. Broad Market ETF | $3,324,200 | $1,500 | 3.0% | 2.0% |
Schwab 1000 Index ETF | $1,355,600 | $ 500 | 3.0% | 2.0% |
Schwab U.S. Large-Cap ETF | $3,299,900 | $ 500 | 3.0% | 2.0% |
Schwab U.S. Large-Cap Growth ETF | $3,797,500 | $ 500 | 3.0% | 2.0% |
Schwab U.S. Large-Cap Value ETF | $2,738,900 | $ 500 | 3.0% | 2.0% |
Schwab U.S. Mid-Cap ETF | $2,696,200 | $ 500 | 3.0% | 2.0% |
Schwab U.S. Small-Cap ETF | $3,459,900 | $1,500 | 3.0% | 2.0% |
Schwab U.S. Dividend Equity ETF | $2,580,400 | $ 250 | 3.0% | 2.0% |
* | As a percentage of total amount invested or redeemed. |
Schwab Strategic Trust | 811-22311 |
Schwab ® International Equity ETF | SCHF |
Schwab ® International Small-Cap Equity ETF | SCHC |
Schwab ® Emerging Markets Equity ETF | SCHE |
Fund Summaries | |
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5 |
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9 |
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13 |
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27 |
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28 |
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28 |
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28 |
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32 |
Ticker Symbol: | SCHF |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$6 | $19 | $34 | $77 |
Average Annual Total Returns as of 12/31/17 | |||
1 Year | 5 Years |
Since
Inception (11/03/09) |
|
Before taxes | 25.83% | 7.69% | 6.64% |
After taxes on distributions | 25.23% | 7.16% | 6.20% |
After taxes on distributions and sale of shares | 15.28% | 6.06% | 5.37% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
FTSE Developed ex US Index (Net) 1 | 25.67% | 7.67% | 6.68% |
1 | The net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes. |
Ticker Symbol: | SCHC |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$12 | $39 | $68 | $154 |
Average Annual Total Returns as of 12/31/17 | |||
1 Year | 5 Years |
Since
Inception (1/14/10) |
|
Before taxes | 29.33% | 9.31% | 7.79% |
After taxes on distributions | 28.31% | 8.57% | 7.10% |
After taxes on distributions and sale of shares | 17.08% | 7.17% | 6.10% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
FTSE Developed Small Cap ex US Liquid Index (Net) 1 | 29.26% | 9.39% | 7.89% |
1 | The net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes. |
Ticker Symbol: | SCHE |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$13 | $42 | $73 | $166 |
Average Annual Total Returns as of 12/31/17 | |||
1 Year | 5 Years |
Since
Inception (1/14/10) |
|
Before taxes | 32.03% | 4.06% | 3.72% |
After taxes on distributions | 31.26% | 3.46% | 3.27% |
After taxes on distributions and sale of shares | 18.67% | 3.06% | 2.92% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
FTSE Emerging Index (Net) 1 | 32.08% | 4.22% | 3.99% |
1 | The net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes. |
Schwab International Equity ETF | SCHF |
Schwab International Small-Cap Equity ETF | SCHC |
Schwab Emerging Markets Equity ETF | SCHE |
9/1/17–
8/31/18 |
9/1/16–
8/31/17 |
9/1/15–
8/31/16 |
9/1/14–
8/31/15 |
9/1/13–
8/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 32.51 | $ 28.32 | $ 28.55 | $ 32.37 | $ 28.32 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.98 1 | 0.88 1 | 0.84 1 | 0.87 1 | 0.88 | |
Net realized and unrealized gains (losses) | 0.56 | 4.02 | (0.45) | (3.85) | 3.87 | |
Total from investment operations | 1.54 | 4.90 | 0.39 | (2.98) | 4.75 | |
Less distributions: | ||||||
Distributions from net investment income | (0.80) | (0.71) | (0.62) | (0.84) | (0.70) | |
Net asset value at end of period | $ 33.25 | $ 32.51 | $ 28.32 | $ 28.55 | $ 32.37 | |
Total return | 4.70% | 17.76% | 1.47% | (9.27%) | 16.90% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.06% | 0.06% 2 | 0.08% | 0.08% | 0.09% 3 | |
Net investment income (loss) | 2.91% | 2.95% | 3.06% | 2.86% | 3.44% | |
Portfolio turnover rate 4 | 5% | 5% | 5% | 4% | 7% | |
Net assets, end of period (x 1,000) | $16,294,052 | $11,413,011 | $6,168,595 | $4,042,603 | $2,654,016 |
9/1/17–
8/31/18 |
9/1/16–
8/31/17 |
9/1/15–
8/31/16 |
9/1/14–
8/31/15 |
9/1/13–
8/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 34.80 | $ 29.96 | $ 29.46 | $ 33.32 | $ 28.61 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.84 1 | 0.73 1 | 0.67 1 | 0.73 1 | 0.71 | |
Net realized and unrealized gains (losses) | 1.22 | 4.70 | 0.50 | (3.84) | 4.90 | |
Total from investment operations | 2.06 | 5.43 | 1.17 | (3.11) | 5.61 | |
Less distributions: | ||||||
Distributions from net investment income | (1.00) | (0.59) | (0.67) | (0.75) | (0.90) | |
Net asset value at end of period | $ 35.86 | $ 34.80 | $ 29.96 | $ 29.46 | $ 33.32 | |
Total return | 5.93% | 18.52% | 4.12% | (9.29%) | 19.84% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.12% | 0.14% 2 | 0.17% 3 | 0.18% 4 | 0.19% | |
Net investment income (loss) | 2.31% | 2.31% | 2.34% | 2.40% | 2.21% | |
Portfolio turnover rate 5 | 16% | 12% | 23% | 23% | 16% | |
Net assets, end of period (x 1,000) | $2,280,998 | $1,538,038 | $787,951 | $609,773 | $403,229 |
9/1/17–
8/31/18 |
9/1/16–
8/31/17 |
9/1/15–
8/31/16 |
9/1/14–
8/31/15 |
9/1/13–
8/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 26.99 | $ 22.56 | $ 20.83 | $ 27.34 | $ 22.94 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.68 1 | 0.71 1 | 0.58 1 | 0.66 1 | 0.63 | |
Net realized and unrealized gains (losses) | (1.13) | 4.21 | 1.64 | (6.49) | 4.40 | |
Total from investment operations | (0.45) | 4.92 | 2.22 | (5.83) | 5.03 | |
Less distributions: | ||||||
Distributions from net investment income | (0.65) | (0.49) | (0.49) | (0.68) | (0.63) | |
Net asset value at end of period | $ 25.89 | $ 26.99 | $ 22.56 | $ 20.83 | $ 27.34 | |
Total return | (1.79%) | 22.40% | 11.02% | (21.62%) | 22.31% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.13% | 0.13% 2 | 0.14% | 0.14% | 0.14% | |
Net investment income (loss) | 2.48% | 2.96% | 2.85% | 2.66% | 2.89% | |
Portfolio turnover rate 3 | 18% | 7% | 10% | 8% | 9% | |
Net assets, end of period (x 1,000) | $4,900,591 | $4,248,821 | $2,009,874 | $1,276,740 | $1,273,840 |
Schwab International Equity ETF | SCHF |
Schwab International Small-Cap Equity ETF | SCHC |
Schwab Emerging Markets Equity ETF | SCHE |
Name of Fund |
Approximate
Value
of One Creation Unit |
Standard
Creation/Redemption Transaction Fee |
Maximum
Additional Creation Transaction Fee* |
Maximum
Additional Redemption Transaction Fee* |
Schwab International Equity ETF | $3,075,900 | $10,000 1 | 3.0% | 2.0% |
Schwab International Small-Cap Equity ETF | $3,183,800 | $10,000 1 | 3.0% | 2.0% |
Schwab Emerging Markets Equity ETF | $2,481,400 | $ 6,000 | 3.0% | 2.0% |
* | As a percentage of total amount invested or redeemed. |
1 | Prior to January 1, 2018, the Standard Creation/Redemption Transaction Fees for Schwab International Equity ETF and Schwab International Small-Cap Equity ETF were $15,000 and $12,500, respectively. |
Schwab Strategic Trust | 811-22311 |
Schwab ® U.S. Broad Market ETF | SCHB |
Schwab 1000 Index ® ETF | SCHK |
Schwab ® U.S. Large-Cap ETF | SCHX |
Schwab ® U.S. Large-Cap Growth ETF | SCHG |
Schwab ® U.S. Large-Cap Value ETF | SCHV |
Schwab ® U.S. Mid-Cap ETF | SCHM |
Schwab ® U.S. Small-Cap ETF | SCHA |
Schwab ® U.S. Dividend Equity ETF | SCHD |
Schwab ® International Equity ETF | SCHF |
Schwab ® International Small-Cap Equity ETF | SCHC |
Schwab ® Emerging Markets Equity ETF | SCHE |
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Appendix – non-u.s. market Holiday schedules | |
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. |
(1) | Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time, except that each fund will concentrate to approximately the same extent that its benchmark index concentrates in the securities of such particular industry or group of industries. |
(2) | Purchase or sell commodities, commodities contracts or real estate, lend or borrow money, issue senior securities, underwrite securities issued by others, or pledge, mortgage or hypothecate any of its assets, except as permitted by (or not prohibited by) the 1940 Act or the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
1 | The Schwab U.S. Dividend Equity ETF has not adopted this fundamental investment policy limitation and it was sub-classified as a “non-diversified” fund, as defined in the 1940 Act, when formed. However, due to the Schwab U.S. Dividend Equity ETF’s principal investment strategy and investment process, it has historically operated as a “diversified” fund. Therefore, the Schwab U.S. Dividend Equity ETF will not operate in the future as a “non-diversified” fund without first obtaining shareholder approval, except as allowed pursuant to the 1940 Act and rules or interpretations thereof. |
(1) | Invest more than 15% of its net assets in illiquid securities. |
(2) | Sell securities short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative instruments are not considered selling securities short). |
(3) | Purchase securities on margin, except such short term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative instruments shall not constitute purchasing securities on margin. |
(4) | Borrow money except that each fund, except for the Schwab U.S. Mid-Cap ETF and the Schwab U.S. Dividend Equity ETF, may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided that (i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days). The Schwab U.S. Mid-Cap ETF and the Schwab U.S. Dividend Equity ETF may (i) borrow money from banks or through an interfund lending facility, if any, and engage in reverse repurchase agreements with any party provided that such borrowings and reverse repurchase agreements in combination do not exceed 33 1/3% of its total assets, including the amount borrowed (but not including temporary or emergency borrowings not exceeding 5%); and (ii) may borrow an additional amount up to 5% of its assets for temporary or emergency purposes. |
(5) | Lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements). |
(6) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries (except that each fund may purchase securities to the extent that the index the fund is designed to track is also so concentrated). |
(7) | Purchase or sell commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that a fund may (i) purchase securities of companies that deal in real estate or interests therein (including REITs); (ii) purchase securities of companies that deal in precious metals or interests therein; and (iii) purchase, sell and enter into futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments. |
Name,
Year of Birth, and Position(s) with the Trust
(Term of Office and Length of Time Served 1 ) |
Principal
Occupations
During the Past Five Years |
Number
of Portfolios
in Fund Complex Overseen by the Trustee |
Other
Directorships During
the Past Five Years |
INDEPENDENT TRUSTEES | |||
John
F. Cogan
1947 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust since 2010; Schwab Strategic Trust since 2016) |
Senior Fellow (Oct. 1979-present), The Hoover Institution at Stanford University (public policy think tank); Senior Fellow (2000-present), Stanford Institute for Economic Policy Research; Professor of Public Policy (1994-2015), Stanford University. | 101 | Director (2005-present), Gilead Sciences, Inc. |
Nancy
F. Heller
1956 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2018) |
President and Chairman (2014-2016), TIAA Charitable (financial services); Senior Managing Director (2003-2016), TIAA (financial services). | 101 | None |
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 (May 2012-present), Kochis Global (wealth management consulting); Chairman and CEO (Jan. 2008-Apr. 2012), Aspiriant, LLC (wealth management). | 101 | None |
David
L. Mahoney
1954 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2011; Schwab Strategic Trust since 2016) |
Private Investor. | 101 |
Director
(2003-present), Symantec Corporation
Director (2004-present), Corcept Therapeutics Incorporated Director (2009-present), Adamas Pharmaceuticals, Inc. |
Kiran
M. Patel
1948 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2011; Schwab Strategic Trust since 2016) |
Retired. Executive Vice President and General Manager of Small Business Group (Dec. 2008-Sept. 2013), Intuit, Inc. (financial software and services firm for consumers and small businesses). | 101 | Director (2008-present), KLA-Tencor Corporation |
Kimberly
S. Patmore
1956 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2016) |
Consultant (2008-present), Patmore Management Consulting (management consulting). | 101 | None |
Gerald
B. Smith
1950 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2000; Laudus Trust since 2010; Schwab Strategic Trust since 2016) |
Chairman, Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (Mar. 1990-present). | 101 |
Director
(2012-present), Eaton
Director and Chairman of the Audit Committee (2003-2013), Oneok Partners LP Director (2009-2013), Oneok, Inc. Lead Independent Director (2002-2012), Board of Cooper Industries |
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 | |||
Joseph
H. Wender
1944 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust since 2010; Schwab Strategic Trust since 2016) |
Senior Consultant (Jan. 2008-present), Goldman Sachs & Co., Inc. (investment banking and securities firm); Co-CEO (Feb. 1998-present), Colgin Cellars, LLC (vineyards). | 101 |
Board
Member and Chairman of the Audit Committee (1994-present), Ionis Pharmaceuticals
Lead Independent Director and Chair of Audit Committee (2014-present), OUTFRONT Media Inc. |
INTERESTED TRUSTEES | |||
Walter
W. Bettinger II
2
1960 Chairman and Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Schwab Strategic Trust since 2009; Laudus Trust since 2010) |
Director, President and Chief Executive Officer (Oct. 2008-present), The Charles Schwab Corporation; President and Chief Executive Officer (Oct. 2008-present) and Director (May 2008-present), Charles Schwab & Co., Inc.; Director (Apr. 2006-present), Charles Schwab Bank; Director (May 2008-present) and President and Chief Executive Officer (Aug. 2017-present), Schwab Holdings, Inc.; Director (July 2016-present), Charles Schwab Investment Management, Inc. | 101 | Director (2008-present), The Charles Schwab Corporation |
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 and Chief Executive Officer (Dec. 2010-present), President (Dec. 2010-Oct. 2018), and Chief Investment Officer (Sept. 2010-Oct. 2011), Charles Schwab Investment Management, Inc.; Trustee (Jan. 2016-present), Chief Executive Officer (Dec. 2010-present), President (Dec. 2010-Oct. 2018), and Chief Investment Officer (Sept. 2010-Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Director (Jan. 2011-present), Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited; Global Head of Fixed Income Business Division (Mar. 2007-Aug. 2010), BlackRock, Inc. (formerly Barclays Global Investors) (investment management firm). | 101 | 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) |
Chief Operating Officer (Feb. 2018-present) and Senior Executive Vice President (July 2015-Feb. 2018), The Charles Schwab Corporation; Senior Executive Vice President (July 2015-present), Charles Schwab & Co., Inc.; Chief Financial Officer (July 2015-Aug. 2017) and Executive Vice President and Chief Financial Officer (May 2007-July 2015), The Charles Schwab Corporation and Charles Schwab & Co., Inc.; Director (May 2007-present), Charles Schwab & Co., Inc.; Director (Apr. 2010-present) and Chief Executive Officer (July 2013-Apr. 2015), Charles Schwab Bank; Director (May 2007-present), Chief Financial Officer (May 2007-Aug. 2017), Senior Executive Vice President (Feb. 2016-present), and Executive Vice President (May 2007-Feb. 2016), Schwab Holdings, Inc. | 101 | 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 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 and Chief Executive Officer (Dec. 2010-present), President (Dec. 2010-Oct. 2018), and Chief Investment Officer (Sept. 2010-Oct. 2011), Charles Schwab Investment Management, Inc.; Trustee (Jan. 2016-present), Chief Executive Officer (Dec. 2010-present), President (Dec. 2010-Oct. 2018), and Chief Investment Officer (Sept. 2010-Oct. 2011), Schwab Funds, Laudus Funds and Schwab ETFs; Director (Jan. 2011-present), Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited; Global Head of Fixed Income Business Division (Mar. 2007-Aug. 2010), BlackRock, Inc. (formerly Barclays Global Investors) (investment management firm). |
Jonathan
de St. Paer
1973 President (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2018) |
President (Oct. 2018-present), Charles Schwab Investment Management, Inc.; Senior Vice President – Strategy and Product Development (CSIM) (Jan. 2014-present), Vice President (Jan. 2009-Dec. 2013), Charles Schwab & Co., Inc.; President (Nov. 2018-present), Schwab Funds, Laudus Funds and Schwab ETFs. |
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 (Jan. 2016-present), Schwab Funds, Laudus Funds and Schwab ETFs; Assistant Treasurer (Dec. 2013-Dec. 2015), Schwab Funds and Laudus Funds; Assistant Treasurer (Nov. 2013-Dec. 2015), Schwab ETFs; Vice President (Oct. 2013-present), Charles Schwab Investment Management, Inc.; Executive Director (Apr. 2011-Sept. 2013), J.P. Morgan Investor Services; Assistant Treasurer (May 2005-Mar. 2011), Massachusetts Financial Service Investment Management. |
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) and Chief Operating Officer (Jan. 2011-present), Charles Schwab Investment Management, Inc.; Senior Vice President and Chief Operating Officer (Jan. 2016-present), Schwab Funds, Laudus Funds and Schwab ETFs; Treasurer and Chief Financial Officer (June 2006-Dec. 2015), Laudus Funds; Treasurer and Principal Financial Officer (Nov. 2004-Dec. 2015), Schwab Funds; Treasurer and Principal Financial Officer (Oct. 2009-Dec. 2015), Schwab ETFs; Director (Apr. 2005-present), Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited. |
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 (Apr. 2011-present), Charles Schwab Investment Management, Inc.; Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies (June 2011-present), Schwab Funds, Laudus Funds and Schwab ETFs; Head of the Portfolio Management Group and Vice President of Portfolio Management (May 2009-Apr. 2011), Financial Engines, Inc. (investment management firm); Head of Quantitative Equity (July 2004-Jan. 2009), ING Investment Management. |
Brett
Wander
1961 Senior Vice President and Chief Investment Officer – Fixed Income (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2011) |
Senior Vice President and Chief Investment Officer – Fixed Income (Apr. 2011-present), Charles Schwab Investment Management, Inc.; Senior Vice President and Chief Investment Officer – Fixed Income (June 2011-present), Schwab Funds, Laudus Funds and Schwab ETFs; Senior Managing Director and Global Head of Active Fixed-Income Strategies (Jan. 2008-Oct. 2010), State Street Global Advisors; Director of Alpha Strategies (Apr. 2006-Jan. 2008), Loomis, Sayles & Company (investment management firm). |
David
Lekich
1964 Chief Legal Officer and Secretary, Schwab Funds and Schwab ETFs Vice President and Assistant Clerk, Laudus Funds (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2011) |
Senior Vice President (Sept. 2011-present) and Vice President (Mar. 2004-Sept. 2011), Charles Schwab & Co., Inc.; Senior Vice President and Chief Counsel (Sept. 2011-present) and Vice President (Jan. 2011-Sept. 2011), Charles Schwab Investment Management, Inc.; Secretary (Apr. 2011-present) and Chief Legal Officer (Dec. 2011-present), Schwab Funds; Vice President and Assistant Clerk (Apr. 2011-present), Laudus Funds; Secretary (May 2011-present) and Chief Legal Officer (Nov. 2011-present), Schwab ETFs. |
Name,
Year of Birth, and Position(s) with the Trust
(Term of Office and Length of Time Served 3 ) |
Principal Occupations During the Past Five Years |
OFFICERS | |
Catherine
MacGregor
1964 Vice President and Assistant Secretary, Schwab Funds and Schwab ETFs Chief Legal Officer, Vice President and Clerk, Laudus Funds (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2005; Schwab Strategic Trust since 2009) |
Vice President (July 2005-present), Charles Schwab & Co., Inc.; Vice President (Sept. 2005-present), Charles Schwab Investment Management, Inc.; Vice President (Dec. 2005-present), Chief Legal Officer and Clerk (Mar. 2007-present), Laudus Funds; Vice President (Nov. 2005-present) and Assistant Secretary (June 2007-present), Schwab Funds; Vice President and Assistant Secretary (Oct. 2009-present), Schwab ETFs. |
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. Mr. Bettinger is an Interested Trustee because he owns stock of CSC, the parent company of CSIM, the investment adviser for the trusts in the Fund Complex, is an employee and director of Schwab, the principal underwriter for The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios, and is a director of CSIM. Ms. Chandoha is an Interested Trustee because she owns stock of CSC and is an employee and director of CSIM. Mr. Martinetto is an Interested Trustee because he owns stock of CSC and is an employee and director of Schwab. |
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), John F. Cogan, Nancy F. Heller 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, Kimberly S. Patmore and Joseph H. Wender. The Committee met five 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), Robert W. Burns, Stephen Timothy Kochis, David L. Mahoney and Joseph H. Wender. The Committee met five 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 | $45,166 | N/A | $298,500 |
John F. Cogan | $48,189 | N/A | $318,500 |
Nancy F. Heller 1 | $16,510 | N/A | $100,667 |
Stephen Timothy Kochis | $45,166 | N/A | $298,500 |
David L. Mahoney | $45,166 | N/A | $298,500 |
Kiran M. Patel | $48,189 | N/A | $318,500 |
Kimberly S. Patmore | $45,166 | N/A | $298,500 |
Charles A. Ruffel 2 | $32,783 | N/A | $223,000 |
Gerald B. Smith | $48,189 | N/A | $318,500 |
Joseph H. Wender | $45,166 | N/A | $298,500 |
* | Aggregate compensation received for Schwab 1000 Index ETF is from October 11, 2017 (commencement of operations) to August 31, 2018. The aggregate compensation paid to the Trustees for Schwab 1000 Index ETF is estimated for its first full fiscal year, September 1, 2018 through August 31, 2019, as follows: Walter W. Bettinger II $0; Marie A. Chandoha $0; Joseph R. Martinetto $0; Robert W. Burns $2,156; John F. Cogan $2,299; Nancy F. Heller $2,156; Stephen Timothy Kochis $2,156; David L. Mahoney $2,156; Kiran M. Patel $2,299; Kimberly S. Patmore $2,156; Gerald B. Smith $2,299; and Joseph H. Wender $2,156. |
1 | Ms. Heller joined the Board effective June 1, 2018. |
2 | Mr. Ruffel resigned from the Board effective May 15, 2018. |
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. Broad Market ETF | Over $100,000 | ||
Schwab 1000 Index ETF | None | ||
Schwab U.S. Large-Cap ETF | Over $100,000 | ||
Schwab U.S. Large-Cap Growth ETF | None | ||
Schwab U.S. Large-Cap Value ETF | None | ||
Schwab U.S. Mid-Cap ETF | None | ||
Schwab U.S. Small-Cap ETF | Over $100,000 | ||
Schwab U.S. Dividend Equity ETF | Over $100,000 | ||
Schwab International Equity ETF | Over $100,000 | ||
Schwab International Small-Cap Equity ETF | Over $100,000 | ||
Schwab Emerging Markets Equity ETF | Over $100,000 | ||
Marie A. Chandoha | Over $100,000 | ||
Schwab U.S. Broad Market ETF | Over $100,000 | ||
Schwab 1000 Index ETF | None | ||
Schwab U.S. Large-Cap ETF | Over $100,000 | ||
Schwab U.S. Large-Cap Growth ETF | Over $100,000 | ||
Schwab U.S. Large-Cap Value ETF | $10,001-$50,000 | ||
Schwab U.S. Mid-Cap ETF | $10,001-$50,000 | ||
Schwab U.S. Small-Cap ETF | Over $100,000 | ||
Schwab U.S. Dividend Equity ETF | Over $100,000 | ||
Schwab International Equity ETF | Over $100,000 | ||
Schwab International Small-Cap Equity ETF | Over $100,000 | ||
Schwab Emerging Markets Equity ETF | Over $100,000 | ||
Joseph R. Martinetto | Over $100,000 | ||
Schwab U.S. Broad Market ETF | None | ||
Schwab 1000 Index ETF | None | ||
Schwab U.S. Large-Cap ETF | $1-$10,000 | ||
Schwab U.S. Large-Cap Growth ETF | None | ||
Schwab U.S. Large-Cap Value ETF | None | ||
Schwab U.S. Mid-Cap ETF | None | ||
Schwab U.S. Small-Cap ETF | $1-$10,000 | ||
Schwab U.S. Dividend Equity ETF | None | ||
Schwab International Equity ETF | $1-$10,000 | ||
Schwab International Small-Cap Equity ETF | $1-$10,000 | ||
Schwab Emerging Markets Equity ETF | $1-$10,000 |
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 | |||
Robert W. Burns | Over $100,000 | ||
Schwab U.S. Broad Market ETF | None | ||
Schwab 1000 Index ETF | None | ||
Schwab U.S. Large-Cap ETF | Over $100,000 | ||
Schwab U.S. Large-Cap Growth ETF | None | ||
Schwab
U.S. Large-Cap Value ETF
|
None | ||
Schwab U.S. Mid-Cap ETF | None | ||
Schwab U.S. Small-Cap ETF | Over $100,000 | ||
Schwab U.S. Dividend Equity ETF | None | ||
Schwab International Equity ETF | Over $100,000 | ||
Schwab International Small-Cap Equity ETF | Over $100,000 | ||
Schwab Emerging Markets Equity ETF | Over $100,000 | ||
John F. Cogan | Over $100,000 | ||
Schwab U.S. Broad Market ETF | None | ||
Schwab 1000 Index ETF | None | ||
Schwab U.S. Large-Cap ETF | None | ||
Schwab U.S. Large-Cap Growth ETF | None | ||
Schwab U.S. Large-Cap Value ETF | None | ||
Schwab U.S. Mid-Cap ETF | None | ||
Schwab U.S. Small-Cap ETF | None | ||
Schwab U.S. Dividend Equity ETF | None | ||
Schwab International Equity ETF | None | ||
Schwab International Small-Cap Equity ETF | None | ||
Schwab Emerging Markets Equity ETF | None | ||
Nancy F. Heller 1 | None | ||
Schwab U.S. Broad Market ETF | None | ||
Schwab 1000 Index ETF | None | ||
Schwab U.S. Large-Cap ETF | None | ||
Schwab U.S. Large-Cap Growth ETF | None | ||
Schwab U.S. Large-Cap Value ETF | None | ||
Schwab U.S. Mid-Cap ETF | None | ||
Schwab U.S. Small-Cap ETF | None | ||
Schwab U.S. Dividend Equity ETF | None | ||
Schwab International Equity ETF | None | ||
Schwab International Small-Cap Equity ETF | None | ||
Schwab Emerging Markets Equity ETF | None | ||
Stephen Timothy Kochis | Over $100,000 | ||
Schwab U.S. Broad Market ETF | None | ||
Schwab 1000 Index ETF | None | ||
Schwab U.S. Large-Cap ETF | None | ||
Schwab U.S. Large-Cap Growth ETF | None | ||
Schwab U.S. Large-Cap Value ETF | $50,001-$100,000 | ||
Schwab U.S. Mid-Cap ETF | None | ||
Schwab U.S. Small-Cap ETF | None | ||
Schwab U.S. Dividend Equity ETF | None | ||
Schwab International Equity ETF | Over $100,000 | ||
Schwab International Small-Cap Equity ETF | None | ||
Schwab Emerging Markets Equity 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 | |||
David L. Mahoney | $10,001-$50,000 | ||
Schwab U.S. Broad Market ETF | None | ||
Schwab 1000 Index ETF | None | ||
Schwab U.S. Large-Cap ETF | None | ||
Schwab U.S. Large-Cap Growth ETF | None | ||
Schwab U.S. Large-Cap Value ETF | None | ||
Schwab U.S. Mid-Cap ETF | None | ||
Schwab U.S. Small-Cap ETF | None | ||
Schwab U.S. Dividend Equity ETF | None | ||
Schwab International Equity ETF | None | ||
Schwab International Small-Cap Equity ETF | None | ||
Schwab Emerging Markets Equity ETF | None | ||
Kiran M. Patel | Over $100,000 | ||
Schwab U.S. Broad Market ETF | None | ||
Schwab 1000 Index ETF | None | ||
Schwab U.S. Large-Cap ETF | Over $100,000 | ||
Schwab U.S. Large-Cap Growth ETF | None | ||
Schwab U.S. Large-Cap Value ETF | None | ||
Schwab U.S. Mid-Cap ETF | None | ||
Schwab U.S. Small-Cap ETF | Over $100,000 | ||
Schwab U.S. Dividend Equity ETF | None | ||
Schwab International Equity ETF | Over $100,000 | ||
Schwab International Small-Cap Equity ETF | None | ||
Schwab Emerging Markets Equity ETF | Over $100,000 | ||
Kimberly S. Patmore | Over $100,000 | ||
Schwab U.S. Broad Market ETF | None | ||
Schwab 1000 Index ETF | None | ||
Schwab U.S. Large-Cap ETF | None | ||
Schwab U.S. Large-Cap Growth ETF | None | ||
Schwab U.S. Large-Cap Value ETF | None | ||
Schwab U.S. Mid-Cap ETF | None | ||
Schwab U.S. Small-Cap ETF | $10,001 - $50,000 | ||
Schwab U.S. Dividend Equity ETF | None | ||
Schwab International Equity ETF | $10,001 - $50,000 | ||
Schwab International Small-Cap Equity ETF | None | ||
Schwab Emerging Markets Equity ETF | None | ||
Gerald B. Smith | Over $100,000 | ||
Schwab U.S. Broad Market ETF | Over $100,000 | ||
Schwab 1000 Index ETF | None | ||
Schwab U.S. Large-Cap ETF | Over $100,000 | ||
Schwab U.S. Large-Cap Growth ETF | None | ||
Schwab U.S. Large-Cap Value ETF | None | ||
Schwab U.S. Mid-Cap ETF | None | ||
Schwab U.S. Small-Cap ETF | Over $100,000 | ||
Schwab U.S. Dividend Equity ETF | None | ||
Schwab International Equity ETF | Over $100,000 | ||
Schwab International Small-Cap Equity ETF | None | ||
Schwab Emerging Markets Equity ETF | Over $100,000 |
Name of Trustee | Dollar Range of Trustee Ownership of the Funds Included in the SAI |
Aggregate
Dollar Range of
Trustee Ownership in the Family of Investment Companies |
|
Independent Trustees | |||
Joseph H. Wender | $50,001 - $100,000 | ||
Schwab U.S. Broad Market ETF | None | ||
Schwab 1000 Index ETF | None | ||
Schwab U.S. Large-Cap ETF | None | ||
Schwab U.S. Large-Cap Growth ETF | None | ||
Schwab U.S. Large-Cap Value ETF | None | ||
Schwab U.S. Mid-Cap ETF | None | ||
Schwab U.S. Small-Cap ETF | None | ||
Schwab U.S. Dividend Equity ETF | None | ||
Schwab International Equity ETF | None | ||
Schwab International Small-Cap Equity ETF | None | ||
Schwab Emerging Markets Equity ETF | None |
Fund | Name and Address | Percent of Ownership |
Schwab U.S. Broad Market ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
70.12% |
State
Street Bank and Trust Company
One Lincoln Street Boston, Massachusetts 02111 |
6.14% | |
RBC
Capital Markets Corp.
200 Vesey Street 5th Floor Three World Financial Center New York, NY 10281 |
5.00% |
Fund | Name and Address | Percent of Ownership |
Schwab 1000 Index ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
91.55% |
National
Financial Services Corporation
1000 Plaza 5 10th Floor Jersey City, New Jersey 07311 |
6.02% | |
Financial
Engines Advisors LLC
1050 Enterprise Way, 3rd Floor Sunnyvale, CA 94089 |
13.39% 1 | |
Legacy
Wealth Management, Inc.
1715 Aaron Brenner Drive Suite 301 Memphis, TN 38120 |
12.20% 1 | |
Schwab U.S. Large-Cap ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
76.09% |
The
Bank of New York Mellon
FBO SEI 240 Greenwich Street New York, NY 10286 |
6.29% | |
Charles
Schwab Investment Advisory, Inc.
Schwab Intelligent Portfolios 211 Main Street San Francisco, CA 94105-1905 |
16.94% 1 | |
Schwab U.S. Large-Cap Growth ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
80.70% |
National
Financial Services Corporation
1000 Plaza 5 10th Floor Jersey City, New Jersey 07311 |
5.49% | |
Financial
Engines Advisors LLC
1050 Enterprise Way, 3rd Floor Sunnyvale, CA 94089 |
12.42% 1 | |
Schwab U.S. Large-Cap Value ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
77.94% |
National
Financial Services Corporation
1000 Plaza 5 10th Floor Jersey City, New Jersey 07311 |
6.26% | |
Financial
Engines Advisors LLC
1050 Enterprise Way, 3rd Floor Sunnyvale, CA 94089 |
16.43% 1 | |
Schwab U.S. Mid-Cap ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
75.91% |
Schwab U.S. Small-Cap ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
80.80% |
Charles
Schwab Investment Advisory, Inc.
Schwab Intelligent Portfolios 211 Main Street San Francisco, CA 94105-1905 |
16.00% 1 | |
Schwab U.S. Dividend Equity ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
68.70% |
National
Financial Services Corporation
1000 Plaza 5 10th Floor Jersey City, New Jersey 07311 |
7.18% | |
Charles
Schwab Investment Advisory, Inc.
Schwab Intelligent Portfolios 211 Main Street San Francisco, CA 94105-1905 |
5.13% 1 |
Fund | Name and Address | Percent of Ownership |
Schwab International Equity ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
58.64% |
Credit
Suisse Securities (USA) LLC
(Pershing LLC) 1 Pershing Plaza Jersey City, New Jersey 07399 |
16.26% | |
RBC
Capital Markets Corp.
200 Vesey Street 5th Floor Three World Financial Center New York, NY 10281 |
6.57% | |
Charles
Schwab Investment Advisory, Inc.
Schwab Intelligent Portfolios 211 Main Street San Francisco, CA 94105-1905 |
8.73% 1 | |
Financial
Engines Advisors LLC
1050 Enterprise Way, 3rd Floor Sunnyvale, CA 94089 |
7.76% 1 | |
Schwab International Small-Cap ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
83.21% |
National
Financial Services Corporation
1000 Plaza 5 10th Floor Jersey City, New Jersey 07311 |
5.44% | |
Charles
Schwab Investment Advisory, Inc.
Schwab Intelligent Portfolios 211 Main Street San Francisco, CA 94105-1905 |
32.67% 1 | |
Financial
Engines Advisors LLC
1050 Enterprise Way, 3rd Floor Sunnyvale, CA 94089 |
7.54% 1 | |
Schwab Emerging Markets Equity ETF |
Charles
Schwab & Co.
211 Main St. San Francisco, CA 94105 |
81.53% |
Charles
Schwab Investment Advisory, Inc.
Schwab Intelligent Portfolios 211 Main Street San Francisco, CA 94105-1905 |
15.48% 1 |
1 | These shares are held within the Charles Schwab & Co., Inc. account listed elsewhere in the table. |
Schwab
U.S. Broad Market ETF |
Schwab
U.S. Large-Cap ETF |
Schwab
U.S. Large-Cap Growth ETF |
Schwab
U.S. Large-Cap Value ETF |
Schwab
U.S. Mid-Cap ETF |
|||||
Gross income from securities lending activities | $1,640,306 | $577,603 | $378,734 | $110,500 | $1,070,860 | ||||
Fees and/or compensation paid for securities lending activities and related services: | |||||||||
Fees paid to securities lending agent from a revenue split | $ 131,930 | $ 44,348 | $ 29,000 | $ 8,094 | $ 84,553 | ||||
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split | $ 51,600 | $ 25,401 | $ 20,445 | $ 3,155 | $ 41,955 | ||||
Administrative fees not included in revenue split | - | - | - | - | - | ||||
Indemnification fees not included in revenue split | - | - | - | - | - |
Schwab
U.S. Broad Market ETF |
Schwab
U.S. Large-Cap ETF |
Schwab
U.S. Large-Cap Growth ETF |
Schwab
U.S. Large-Cap Value ETF |
Schwab
U.S. Mid-Cap ETF |
|||||
Rebates (paid to borrower) | $ 31,236 | $ 24,355 | $ 20,175 | $ 3,264 | $ 17,984 | ||||
Other fees not included in revenue split | - | - | - | - | - | ||||
Aggregate fees/compensation paid for securities lending activities | $ 214,766 | $ 94,104 | $ 69,620 | $ 14,513 | $ 144,492 | ||||
Net income from securities lending activities* | $1,425,540 | $483,499 | $309,114 | $ 95,987 | $ 926,368 |
Schwab
U.S. Small-Cap ETF |
Schwab
International Equity ETF |
Schwab
International Small-Cap Equity ETF |
Schwab
Emerging Markets Equity ETF |
||||
Gross income from securities lending activities | $7,131,642 | $2,428,369 | $2,453,750 | $732,943 | |||
Fees and/or compensation paid for securities lending activities and related services: | |||||||
Fees paid to securities lending agent from a revenue split | $ 587,819 | $ 200,681 | $ 195,045 | $ 58,029 | |||
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split | $ 181,579 | $ 65,192 | $ 75,331 | $ 32,197 | |||
Administrative fees not included in revenue split | - | - | - | - | |||
Indemnification fees not included in revenue split | - | - | - | - | |||
Rebates (paid to borrower) | $ 58,875 | $ 96,009 | $ 57,216 | $ 19,088 | |||
Other fees not included in revenue split | - | - | - | - | |||
Aggregate fees/compensation paid for securities lending activities | $ 828,273 | $ 361,882 | $ 327,592 | $109,314 | |||
Net income from securities lending activities* | $6,303,369 | $2,066,487 | $2,126,158 | $623,629 |
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 |
Christopher Bliss | 22 | $95,433,557,588 | 0 | $0 | 0 | $0 |
Jeremy Brown 1 | 0 | $ 0 | 0 | $0 | 0 | $0 |
Chuck Craig | 8 | $15,647,064,971 | 0 | $0 | 0 | $0 |
Ferian Juwono | 14 | $79,786,492,617 | 0 | $0 | 0 | $0 |
Jane Qin | 8 | $15,647,064,971 | 0 | $0 | 0 | $0 |
David Rios | 8 | $15,647,064,971 | 0 | $0 | 0 | $0 |
Sabya Sinha | 14 | $79,786,492,617 | 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 |
Christopher Bliss | Schwab U.S. Broad Market ETF | None |
Schwab 1000 Index ETF | None | |
Schwab U.S. Large-Cap ETF | None | |
Schwab U.S. Large Cap Growth ETF | None | |
Schwab U.S. Large-Cap Value ETF | None | |
Schwab U.S. Mid-Cap ETF | None | |
Schwab U.S. Small-Cap ETF | None | |
Schwab U.S. Dividend Equity ETF | Over $100,000 | |
Schwab International Equity ETF | None | |
Schwab International Small-Cap Equity ETF | None | |
Schwab Emerging Markets Equity ETF | None | |
Jeremy Brown 1 | Schwab U.S. Broad Market ETF | None |
Schwab 1000 Index ETF | None | |
Schwab U.S. Large-Cap ETF | None | |
Schwab U.S. Large Cap Growth ETF | None | |
Schwab U.S. Large-Cap Value ETF | None | |
Schwab U.S. Mid-Cap ETF | None | |
Schwab U.S. Small-Cap ETF | None | |
Schwab U.S. Dividend Equity ETF | None | |
Chuck Craig | Schwab International Equity ETF | $50,001-$100,000 |
Schwab International Small-Cap Equity ETF | $1-$10,000 | |
Schwab Emerging Markets Equity ETF | $50,001-$100,000 |
Portfolio Manager | Fund | Dollar Range of Fund Shares Owned |
Ferian Juwono | Schwab U.S. Broad Market ETF | None |
Schwab 1000 Index ETF | None | |
Schwab U.S. Large-Cap ETF | None | |
Schwab U.S. Large Cap Growth ETF | None | |
Schwab U.S. Large-Cap Value ETF | None | |
Schwab U.S. Mid-Cap ETF | None | |
Schwab U.S. Small-Cap ETF | None | |
Schwab U.S. Dividend Equity ETF | $50,001-$100,000 | |
Jane Qin | Schwab International Equity ETF | None |
Schwab International Small-Cap Equity ETF | None | |
Schwab Emerging Markets Equity ETF | None | |
David Rios | Schwab International Equity ETF | $1-$10,000 |
Schwab International Small-Cap Equity ETF | None | |
Schwab Emerging Markets Equity ETF | None | |
Sabya Sinha | Schwab U.S. Broad Market ETF | None |
Schwab 1000 Index ETF | None | |
Schwab U.S. Large-Cap ETF | None | |
Schwab U.S. Large Cap Growth ETF | None | |
Schwab U.S. Large-Cap Value ETF | None | |
Schwab U.S. Mid-Cap ETF | None | |
Schwab U.S. Small-Cap ETF | None | |
Schwab U.S. Dividend Equity ETF | None |
Fund | Regular Broker-Dealer | Value of Holdings* |
Schwab U.S. Broad Market ETF | JPMorgan Chase & Co. | $174,665,867 |
Bank Of America Merrill Lynch Securities, Inc. | $130,525,373 | |
Wells Fargo Brokerage Services LLC | $114,702,146 | |
Citigroup Global Markets, Inc. | $ 81,163,447 | |
Goldman Sachs & Co. LLC | $ 37,596,810 | |
Morgan Stanley & Co. LLC | $ 29,729,657 | |
Charles Schwab & Co., Inc. | $ 27,122,520 | |
ITG, Inc. | $ 343,341 | |
Schwab 1000 Index ETF | JPMorgan Chase & Co. | $ 6,839,853 |
Bank Of America Merrill Lynch Securities, Inc. | $ 5,113,997 | |
Wells Fargo Brokerage Services LLC | $ 4,497,580 | |
Citigroup Global Markets, Inc. | $ 3,184,499 | |
Goldman Sachs & Co. LLC | $ 1,459,678 | |
Morgan Stanley & Co. LLC | $ 1,165,865 | |
Charles Schwab & Co., Inc. | $ 1,058,870 | |
Schwab U.S. Large-Cap ETF | JPMorgan Chase & Co. | $219,898,499 |
Bank Of America Merrill Lynch Securities, Inc. | $164,298,397 | |
Citigroup Global Markets, Inc. | $102,648,291 | |
Goldman Sachs & Co. LLC | $ 46,901,364 | |
Morgan Stanley & Co. LLC | $ 37,488,598 | |
Charles Schwab & Co., Inc. | $ 33,997,099 | |
Schwab U.S. Large-Cap Growth ETF | Morgan Stanley & Co. LLC | $ 34,118,888 |
Charles Schwab & Co., Inc. | $ 31,120,557 |
Fund | Regular Broker-Dealer | Value of Holdings* |
Schwab U.S. Large-Cap Value ETF | Bank Of America Merrill Lynch Securities, Inc. | $104,058,943 |
Citigroup Global Markets, Inc. | $ 64,854,759 | |
Goldman Sachs & Co. LLC | $ 29,758,354 | |
Schwab U.S. Small-Cap ETF | ITG, Inc. | $ 2,010,597 |
Schwab International Equity ETF | HSBC Securities (USA) Inc. | $165,014,266 |
UBS Securities LLC | $ 51,364,991 | |
Societe Generale S.A. | $ 27,668,826 | |
Macquarie Bank Limited | $ 26,237,802 |
* | 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. Broad Market ETF | $3,324,200 | $ 1,500 | 3.0% | 2.0% |
Schwab 1000 Index ETF | $1,355,600 | $ 500 | 3.0% | 2.0% |
Schwab U.S. Large-Cap ETF | $3,299,900 | $ 500 | 3.0% | 2.0% |
Schwab U.S. Large-Cap Growth ETF | $3,797,500 | $ 500 | 3.0% | 2.0% |
Schwab U.S. Large-Cap Value ETF | $2,738,900 | $ 500 | 3.0% | 2.0% |
Schwab U.S. Mid-Cap ETF | $2,696,200 | $ 500 | 3.0% | 2.0% |
Schwab U.S. Small-Cap ETF | $3,459,900 | $ 1,500 | 3.0% | 2.0% |
Schwab U.S. Dividend Equity ETF | $2,580,400 | $ 250 | 3.0% | 2.0% |
Schwab International Equity ETF | $3,075,900 | $10,000 1 | 3.0% | 2.0% |
Schwab International Small-Cap Equity ETF | $3,183,800 | $10,000 1 | 3.0% | 2.0% |
Schwab Emerging Markets Equity ETF | $2,481,400 | $ 6,000 | 3.0% | 2.0% |
* | As a percentage of the total amount invested or redeemed. |
1 | Prior to January 1, 2018, the Standard Creation/Redemption Transaction Fees for Schwab International Equity ETF and Schwab International Small-Cap Equity ETF were $15,000 and $12,500, respectively. |
Argentina | ||||
January
1
March 4 |
April
2
March 5 |
April
19
May 1 |
June
20
July 9 |
November
20
December 25 |
Australia | ||||
January
1
January 28 |
April
22
April 25 |
June
10
December 26 |
December 26 | |
Austria | ||||
January
1
April 19 |
April
22
May 1 |
June
10
December 24 |
December
25
December 26 |
December 31 |
Belgium | ||||
January
1
April 19 |
April
22
May 1 |
December
24
December 25 |
|
|
Brazil | ||||
January
1
January 25 March 4 |
March
5
April 19 May 1 |
June
20
November 15 November 20 |
December
24
December 25 December 31 |
|
Canada | ||||
January
1
February 18 |
April
19
May 20 |
July
1
August 5 |
September
2
October 14 |
December
25
December 26 |
Chile | ||||
January
1
April 19 |
May
1
May 21 |
July
16
August 15 |
September
18
September 19 |
December
1
December 25 |
China | ||||
January
1
February 4 February 5 |
February
6
February 7 February 8 |
April
5
May 1 June 7 |
September
13
October 1 October 2 |
October
3
October 4 October 7 |
Colombia | ||||
January
1
January 7 March 19 |
April
18
April 19 May 1 |
June
3
June 24 July 1 |
August
7
August 15 October 14 |
November
4
November 11 December 25 |
The Czech Republic | ||||
January
1
April 19 April 22 |
May
1
May 8 July 5 |
July
6
September 28 December 24 |
December
25
December 26 December 31 |
|
Denmark | ||||
January
1
April 18 |
April
19
April 22 |
May
17
May 30 |
June
5
June10 |
December
25
December 26 |
Egypt
The Egyptian Exchange is open Sunday through Thursday. |
||||
January
7
January 25 April 25 |
April
28
May 1 June 5 |
June
6
June 7 July 23 |
August
12
August 13 August 14 |
September
1
October 6 |
Finland | ||||
January
1
January 6 April 19 |
April
22
May 1 May 30 |
June
22
November 2 December 6 |
December
25
December 26 |
France | ||||
January
1
April 19 |
April
22
May 1 |
December
25
December 26 |
||
Germany | ||||
January
1
April 19 |
April
21
May 1 |
June
10
October 3 |
December
25
December 26 |
|
Greece | ||||
January
1
March 11 March 25 |
April
19
April 22 April 26 |
April
29
May 1 June 17 |
August
15
October 28 December 24 |
December
25
December 26 |
Hong Kong | ||||
January
1
February 5 February 6 |
February
7
April 5 April 19 |
April
22
May 1 May 13 |
June
7
July 1 October 1 |
October
7
December 25 December 26 |
Hungary | ||||
January
1
March 15 April 19 |
April
22
May 1 June 10 |
June
19
August 20 October 23 |
November
1
December 24 December 25 |
December
26
December 27 December 31 |
India | ||||
March
4
March 21 April 17 |
May
1
June 5 August 15 |
September
2
October 2 October 28 |
October
29
December 25 |
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Indonesia | ||||
January
1
February 5 |
April
19
May 1 |
May
30
June 5 |
June
6
August 12 |
December
25
December 31 |
Ireland | ||||
January
1
March 17 |
April
22
May 6 |
June
3
August 5 |
October
28
December 25 |
December 26 |
Israel
The Tel-Aviv Stock Exchange is open Sunday through Thursday. |
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March
21
April 25 April 26 May 8 |
May
9
June 9 August 11 September 29 |
September
30
October 1 October 8 October 9 |
October
13
October 14 October 20 October 21 |
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Italy | ||||
January
1
April 19 |
April
22
May 1 |
August
15
December 24 |
December
25
December 26 |
December 31 |
Japan | ||||
January
1
January 2 January 3 January 14 |
February
11
March 21 April 29 May 3 |
May
4
May 6 July 15 August 12 |
September
16
September 23 October 14 November 4 |
November
23
December 31 |
Luxembourg | ||||
January 1 | April 22 | May 1 | December 25 | December 26 |
Malaysia | ||||
January
1
January 21 February 1 |
February
5
May 1 May 19 |
May
30
June 5 August 12 |
September
16
December 25 |
Taiwan | ||||
January
1
February 4 February 5 |
February
6
February 7 February 8 |
February
28
April 4 April 5 |
May
1
June 7 September 13 |
October 10 |
Thailand | ||||
January
1
February 19 April 8 |
April
15
April 16 May 1 |
May
20
July 16 July 29 |
August
12
October 14 October 23 |
December
5
December 10 December 31 |
Turkey | ||||
January
1
April 23 May 1 |
June
4
June 5 June 6 |
July
15
August 12 August 13 |
August
14
August 30 October 29 |
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United Kingdom | ||||
January
1
April 19 |
April
22
May 6 |
May
27
August 26 |
December
24
December 25 |
December 26 |
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 incorporated by reference to Exhibit (d)(1) of Post-Effective Amendment No. 95 of the Registrant’s Registration Statement, filed April 29, 2017 (hereinafter referred to as PEA No. 95). |
(d)(2) | Amendment No. 1, dated October 5, 2017, to the Amended and Restated Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated March 1, 2017, is incorporated by reference to Exhibit (d)(2) of Post-Effective Amendment No. 101 of the Registrant’s Registration Statement, filed October 5, 2017 (hereinafter referred to as PEA No. 101). |
(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). |
(e)(7) | Amendment No. 6, dated October 5, 2017, to the Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(7) of PEA No. 101. |
(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. |
ITEM 28. | EXHIBITS. |
(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). |
(g)(8) | Amendment, dated October 5, 2017, 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)(8) of PEA No. 101. |
(g)(9) | Amendment, dated November 16, 2017, 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)(9) of Post-Effective Amendment No. 103 of the Registrant’s Registration Statement, filed on December 29, 2017, (hereinafter referred to as PEA No. 103). |
(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. |
(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)(1)(f) | Amendment No. 6, dated October 5, 2017, 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)(f) of PEA No. 101. |
(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)(2)(f) | Amendment, dated October 5, 2017, 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)(f) of PEA No. 101. |
(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. |
ITEM 28. | EXHIBITS. |
(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 incorporated by reference to Exhibit (h)(4)(i) of PEA No. 95. |
(h)(4)(j) | Amendment, dated October 5, 2017, to Appendix A and Appendix B 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)(j) of PEA No. 101. |
(h)(4)(k) | Amendment, dated November 16, 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 incorporated by reference to Exhibit (h)(4)(k) of PEA No. 103. |
(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, 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, Inc. and State Street Bank and Trust Company, dated October 1, 2005, filed September 24, 2010 is incorporated by reference to Exhibit (g)(11) of PEA No. 4. |
(h)(5)(c) | Amendment, dated December 17, 2010, to the Sub-Administration Agreement between the Charles Schwab Investment Management, 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, 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, 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, dated August 8, 2013, to the 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)(5)(f) of PEA No. 56. |
(h)(5)(g) | Amendment, dated October 5, 2017, to the Sub-Administration Agreement between Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(g) of PEA No. 101. |
(h)(6) | Sublicense Agreement between the Registrant, Schwab Investments and Charles Schwab Investment Management, Inc., dated October 5, 2017, is incorporated by reference to Exhibit (h)(6) of PEA No. 101. |
(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. |
ITEM 28. | EXHIBITS. |
(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 Nancy F. Heller, dated June 1, 2018, is incorporated by reference to Exhibit (j)(11) to Post-Effective Amendment No. 107 of the Registrant’s Registration Statement, filed on June 26, 2018. |
(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 October 31, 2017, is incorporated by reference to Exhibit (p)(1) of PEA No. 103. |
(p)(2) | Code of Ethics of SEI Investments Distribution Co., dated November 26, 2018, is filed herein as Exhibit (p)(2). |
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, President and Chief Executive Officer | |
Schwab International Holdings, Inc. | President and Chief Executive Officer | |
Charles Schwab Bank | Director | |
Charles Schwab Signature Bank | Director | |
Schwab (SIS) Holdings, Inc. I | President and Chief Executive Officer | |
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 and Chief Financial Officer |
Charles Schwab & Co., Inc. | Director, Executive Vice President and Chief Financial Officer | |
Schwab Holdings, Inc. | Director, Executive Vice President and Chief Financial Officer | |
Charles Schwab Global Holdings, Inc. | Executive Vice President and Chief Financial Officer | |
Schwab International Holdings, Inc. | Executive Vice President and Chief Financial Officer | |
Performance Technologies, Inc. | Executive Vice President and Chief Financial Officer | |
Schwab (SIS) Holdings, Inc. I | Executive Vice President and Chief Financial Officer | |
Schwab Technology Holdings, Inc. | Executive Vice President and Chief Financial Officer | |
Marie Chandoha, Director and Chief Executive Officer | Schwab Funds | Trustee and Chief Executive Officer |
Laudus Funds | Trustee and Chief Executive Officer | |
Schwab ETFs | Trustee and Chief Executive Officer | |
Charles Schwab Worldwide Funds, plc | Director | |
Charles Schwab Asset Management (Ireland) Limited | Director | |
Jonathan de St. Paer, President | Charles Schwab & Co., Inc. | Senior Vice President – Strategy and Product Development (CSIM) |
Schwab Funds | President | |
Laudus Funds | President | |
Schwab ETFs | President | |
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 |
Name | Position and Office with Underwriter | Positions and Offices with Registrant |
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, Chief Executive Officer |
Signature | Title | |
Walter
W. Bettinger II*
Walter W. Bettinger II |
Chairman and Trustee | |
Marie
A. Chandoha*
Marie A. Chandoha |
Trustee 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 | |
Nancy
F. Heller*
Nancy F. Heller |
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 | |
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 |
1900 K Street, NW Washington, DC 20006 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com
|
December 13, 2018
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. 109 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. 111 to the Registration Statement under the Investment Company Act of 1940, as amended. We have examined such governmental and corporate certificates and records as we deemed necessary to render this opinion and we are familiar with the Trusts Amended and Restated Agreement and Declaration of Trust and its By-Laws, each as amended to date.
Based upon the foregoing, we are of the opinion that the shares proposed to be sold pursuant to the Registration Statement, when paid for as contemplated in the Registration Statement, will be legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the U.S. Securities and Exchange Commission, and to the use of our name in the Trusts Registration Statement to be dated on or about December 14, 2018 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
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 Schwab Strategic Trust of our reports dated October 17, 2018, relating to the financial statements and financial highlights, which appear in Schwab Emerging Markets Equity ETF, Schwab International Equity ETF, Schwab International Small-Cap Equity ETF, Schwab U.S. Broad Market ETF, Schwab U.S. Dividend Equity ETF, Schwab U.S. Large-Cap ETF, Schwab U.S. Large-Cap Growth ETF, Schwab U.S. Large-Cap Value ETF, Schwab U.S. Mid-Cap ETF, Schwab 1000 Index ETF and Schwab U.S. Small-Cap ETFs Annual Report on Form N-CSR for the year ended August 31, 2018. We also consent to the references to us under the headings Independent Registered Public Accounting Firm, Portfolio Holdings Disclosure and Financial Highlights in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Francisco, California
December 10, 2018
SEI INVESTMENTS DISTRIBUTION CO.
RULE 17j-1 CODE OF ETHICS
|
A copy of this Code may be accessed on the SEI intranet site under the Corporate Governance section.
This is an important document. You should take the time to read it thoroughly before you submit the required annual certification.
Any questions regarding this Code of Ethics should be referred to a member of the SIDCO Compliance Department
As of November 26, 2018
SEI41236
TABLE OF CONTENTS
I. | General Policy | 3 | ||
II. | Code of Ethics | 4 | ||
A. Purpose of Code | 4 | |||
B. Employee Categories | ||||
C. Prohibitions and Restrictions | 4 | |||
D. Pre-clearance of Personal Securities Transactions | 6 | |||
E. Reporting Requirements | 8 | |||
F. Detection and Reporting of Code Violations | 11 | |||
G. Violations of the Code of Ethics | 12 | |||
H. Confidential Treatment | 12 | |||
I. Recordkeeping | 12 | |||
J. Definitions Applicable to the Code of Ethics | 13 | |||
III. | Exhibits Code of Ethics Reporting Forms | 15 |
2
I. GENERAL POLICY
SEI Investments Distribution Co. (SIDCO) serves as principal underwriter for investment companies that are registered under the Investment Company Act of 1940 (Investment Vehicles). In addition, certain employees of SIDCO may serve as directors and/or officers of certain Investment Vehicles. This Code of Ethics (Code) sets forth the procedures and restrictions governing personal securities transactions for certain SIDCO personnel.
SIDCO has a highly ethical business culture and expects that its personnel will conduct any personal securities transactions consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of a position of trust and responsibility. Thus, SIDCO personnel must conduct themselves and their personal securities transactions in a manner that does not create conflicts of interest with the firms clients.
Pursuant to this Code, SIDCO personnel, their family members, and other persons associated with SIMC may be subject to various pre-clearance and reporting standards for their personal securities transactions based on their status as defined by this Code. Therefore, it is important that every person pay special attention to the categories set forth to determine which provisions of this Code applies to him or her, as well as to the sections on restrictions, pre-clearance, and reporting of personal securities transactions.
Each person subject to this Code must read and retain a copy of this Code and agree to abide by its terms. Failure to comply with the provisions of this Code may result in the imposition of serious sanctions, including, but not limited to, disgorgement of profits, penalties, dismissal, substantial personal liability and/or referral to regulatory or law enforcement agencies.
Please note that employees and registered representatives of SIDCO are subject to the supervisory procedures and other policies and procedures of SIDCO, and are also subject to the Code of Conduct of SEI Investments Company, which is the parent company of SIDCO. The requirements and limitations of this Code of Ethics are in addition to any requirements or limitations contained in these other policies and procedures. All employees are required to comply with federal securities laws and any regulations set forth by self-regulatory organizations (FINRA, NASD, and the MSRB) of which SIDCO is a member.
Any questions regarding this Code of Ethics should be directed to a member of the SIDCO Compliance Department.
3
II. CODE OF ETHICS
A. Purpose of Code
This Code is intended to conform to the provisions of Section 17(j) of the Investment Company Act of 1940 (the 1940 Act), as amended, and Rule 17j-1 thereunder, as amended, to the extent applicable to SIDCOs role as principal underwriter to Investment Vehicles. Those provisions of the U.S. securities laws are designed to prevent persons who are actively engaged in the management, portfolio selection or underwriting of registered investment companies from participating in fraudulent, deceptive or manipulative acts, practices or courses of conduct in connection with the purchase or sale of securities held or to be acquired by such companies. Certain SIDCO personnel will be subject to various requirements based on their responsibilities within SIDCO and accessibility to certain information. Those functions are set forth in the categories below.
B. Access Persons
(1) any director, officer or employee of SIDCO who serves as a director or officer of an Investment Vehicle for which SIDCO serves as principal underwriter;
(2) any director or officer of SIDCO who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by an Investment Vehicle for which SIDCO serves as principal underwriter, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Investment Vehicle regarding the purchase or sale of a Covered Security.
C. Prohibitions and Restrictions
1. |
Prohibition Against Fraud, Deceit and Manipulation |
Access Persons may not, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by an Investment Vehicle for which SIDCO serves as principal underwriter:
(a) employ any device, scheme or artifice to defraud the Investment Vehicle;
(b) make to the Investment Vehicle any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
(c) engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Investment Vehicle; or
(d) engage in any manipulative practice with respect to the Investment Vehicle.
2. |
Excessive Trading of Mutual Fund Shares |
4
Access Persons may not, directly or indirectly, engage in excessive short-term trading of shares of Investment Vehicles for which SIDCO serves as principal underwriter. Exhibit 6 hereto provides a list of the Investment Vehicles for which SIDCO provided such services. For purposes of this section, a persons trades shall be considered excessive if made in violation of any stated policy in the mutual funds prospectus or if the trading involves multiple short-term round trip trades in a Fund for the purpose of taking advantage of short-term market movements.
Note that the SEI Funds are Covered Securities. 1 Trades in the SEI Funds do not have to be pre-cleared but do have to be reported in accordance with this Code. Trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and trades done through an employee account established at SEI Private Trust Company will be deemed to satisfy the reporting requirements of the Code. Any trades in SEI Funds done in a different channel must be reported to the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department.
3. |
Personal Securities Restrictions |
Access Persons:
● |
may not purchase or sell, directly or indirectly, any Covered Security within 24 hours before or after the time that the same Covered Security (including any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds) is being purchased or sold by any Investment Vehicle for which SIDCO serves as principal underwriter. |
● |
may not acquire securities as part of an Initial Public Offering (IPO) without obtaining the written approval of the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department before directly or indirectly acquiring a beneficial ownership in such securities. |
● |
may not acquire a Beneficial Ownership interest in securities issued in a private placement transaction without obtaining prior written approval from the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department. |
● |
may not profit from the purchase and sale or sale and purchase of a Covered Security within 60 days of acquiring or disposing of Beneficial Ownership of that Covered Security. This prohibition does not apply to transactions resulting in a loss, or to futures or options on futures on broad-based securities indexes or U.S. Government securities. This prohibition also does not apply to transactions in the |
1 The SEI Family of Funds includes the following Trusts: SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.
5
SEI Funds, which are separately covered under the Excessive Trading of Mutual Fund Shares discussed in Section II.C.2 above.
● |
may not serve on the board of directors of any publicly traded company. |
D. Pre-Clearance of Personal Securities Transactions
1. Transactions Required to be Pre-Cleared:
● |
Access Persons must pre-clear with the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department a proposed transaction in a Covered Security if he or she has actual knowledge at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the Covered Security was purchased or sold or was being considered for purchase or sale by any Investment Vehicle. The pre-clearance obligation applies to all Accounts held in the persons name or in the name of others in which they hold a Beneficial Ownership interest. Note that, among other things, this means that these persons must pre-clear such proposed securities transactions by their spouse or domestic partner, minor children, and relatives who reside in the persons household. |
● |
The SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department may authorize a Pre-clearing Person to conduct the requested trade upon determining that the transaction for which pre-clearance is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Factors to be considered may include: the discussion with the requesting person as to the background for the exemption request, the requesting persons work role, the size and holding period of the requesting persons position in the security, the market capitalization of the issuer, the liquidity of the security, the reason for the requesting persons requested transaction, the amount and timing of client trading in the same or a related security, and other relevant factors. The person granting the authorization must document the basis for the authorization. |
2. Transactions that do no have to be pre-cleared:
● |
purchases or sales over which the person pre-clearing the transactions (the Pre-clearing Person) has no direct or indirect influence or control; |
● |
purchases, sales or other acquisitions of Covered Securities which are non-volitional on the part of the Pre-clearing Person or any Investment Vehicle, such as purchases or sales upon exercise or puts or calls written by Pre-clearing Person, sales from a margin account pursuant to a bona fide margin call, stock dividends, stock splits, mergers consolidations, spin-offs, or other similar corporate reorganizations or distributions; |
6
● |
purchases or withdrawals made pursuant to an Automatic Investment Program; however, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be reported in a quarterly transaction report; |
● |
purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired for such issuer; and |
● |
acquisitions of Covered Securities through gifts or bequests. |
3. Pre-clearance Procedures:
● |
All requests for pre-clearance of securities transactions must be submitted to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department by using the SEI Automated Pre-Clearance Trading system. |
● |
The following information must be provided for each request: |
a. Name, date, phone extension and job title
b. Transaction detail, i.e. whether the transaction is a buy or sell; the security name and security type; number of shares; price; date acquired if a sale; and whether the security is traded in a portfolio or Investment Vehicle, part of an initial public offering, or part of a private placement transaction; and
c. Signature and date; if electronically submitted, initial and date.
● |
The SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department will notify the requesting person whether the trading request is approved or denied through the SEI Automated Pre-Clearance Trading system. |
● |
A Pre-clearance Request should not be submitted for a transaction that the requesting person does not intend to execute. |
● |
Pre-clearance trading authorization is valid from the time when approval is granted through the next business day. If the transaction is not executed within this period, an explanation of why the previous pre-cleared transaction was not completed must be submitted to the SIDCO Compliance department or entered into the SEI Automated Pre-clearance Trading system. Also, Open and Limit Orders must be resubmitted for pre-clearance approval if not executed within the permitted time period. |
● |
With respect to any transaction requiring pre-clearance, the person subject to pre-clearance must submit to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department transaction reports showing the transactions for all the Investment |
7
Vehicles with respect to which such person has knowledge regarding purchases and sales that triggered the requirement to pre-clear under Section D.1. The transaction information must be provided for the 24 hour period before and after the date on which their securities transactions were effected. These reports may be submitted in hard copy or viewed through the SEI Pre-clearance Trading system. Transaction reports need only cover the Investment Vehicles that hold or are eligible to purchase and sell the types of securities proposed to be bought or sold by person subject to pre-clearance requirements. For example, if a person seeks approval for a proposed equity trade, only the transactions reports for the Investment Vehicles effecting or eligible to effect transactions in equity securities are required. |
● |
The SIDCO Compliance Department will maintain pre-clearance records and records of exemptions granted for 5 years. |
E. Reporting Requirements
1. |
Duplicate Brokerage Statements |
● |
Access Persons are required to instruct their broker/dealer to file duplicate statements with the SIDCO Compliance Department at SEI Oaks. Statements must be filed for all Accounts (including those in which the person has a Beneficial Ownership interest), except those that trade exclusively in open-end funds other than Reportable Funds, government securities or Automatic Investment Plans. Failure of a broker/dealer to send duplicate statements will not excuse a violation of this Section. |
● |
Sample letters instructing the broker/dealer firms to send the statements to SIDCO are attached in Exhibit 1 of this Code. If the broker/dealer requires a letter authorizing a SIDCO employee to open an account, the permission letter may also be found in Exhibit 1. Please complete the necessary brokerage information and forward a signature ready copy to the SIDCO Compliance Officer. |
● |
If no such duplicate statement can be supplied, the employee should contact the SIDCO Compliance Department. |
2. |
Initial Holdings Report |
● |
Access Persons must submit an Initial Holdings Report to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department disclosing every Covered Security, including mutual fund accounts, beneficially owned directly or indirectly by such person within 10 days of becoming an Access Person. Any person who returns the report late may be subject to the penalties in Section G regarding Code of Ethics violations. |
● |
The following information must be provided on the report: |
8
a. the title of the security;
b. the number of shares held;
c. the principal amount of the security;
d. the name of the broker, dealer, transfer agent; bank or other location where the security is held; and
e. the date the report is submitted.
The information disclosed in the report should be current as of a date no more than 45 days prior to the date the person becomes an Access Person. If the above information is contained on the Access Persons brokerage statement, he or she may attach the statement and sign the Initial Holdings Report.
● |
The Initial Holdings Report is attached as Exhibit 2 to this Code. |
3. |
Quarterly Report of Securities Transactions |
● |
Access Persons must submit quarterly transaction reports of the purchases and/or sales of Covered Securities in which such persons have a direct or indirect Beneficial Ownership interest. The report will be provided to all of the above defined persons before the end of each quarter by the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department and must be completed and returned no later than 30 days after the end of each calendar quarter. Quarterly Transaction Reports that are not returned by the date they are due will be considered late and will be noted as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in Section G regarding Code of Ethics violations. |
● |
The following information must be provided on the report: |
a. the date of the transaction, the description and number of shares, and the principal amount of each security involved;
b. whether the transaction is a purchase, sale or other acquisition or disposition;
c. the transaction price;
d. the name of the broker, dealer or bank through whom the transaction was effected;
e. a list of securities accounts opened during the quarterly including the name of the broker, dealer or bank and account number; and
f. the date the report is submitted.
● |
The Quarterly Report of Securities Transaction is attached as Exhibit 3 to this Code. |
4. |
Annual Report of Securities Holdings |
9
● |
On an annual basis, Access Persons must submit to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department an Annual Report of Securities Holdings that contains a list of all Covered Securities, including mutual fund accounts, in which they have any direct or indirect Beneficial Ownership interest. |
● |
The following information must be provided on the report: |
a. the title of the security;
b. the number of shares held;
c. the principal amount of the security;
d. the name of the broker, dealer, transfer agent, bank or other location where the security is held; and
e. the date the report is submitted.
The information disclosed in the report should be current as of a date no more than 45 days before the report is submitted. If the above information is contained on the Access Persons brokerage statement, he or she may attach the statement and sign the annual holdings report.
● |
Annual Reports must be completed and returned to the SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department within 30 days after the end of the calendar year-end. Annual Reports that are not returned by the date they are due will be considered late and will be noted as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in Section G regarding Code of Ethics violations. |
● |
The Annual Report of Securities Holdings is attached as Exhibit 4 to this Code. |
5. |
Annual Certification of Compliance |
● |
Access Persons will be required to certify annually that they: |
-have read the Code of Ethics;
-understand the Code of Ethics; and
-have complied with the provisions of the Code of Ethics.
● |
The SIDCO Compliance Officer or designated representative from the SIDCO Compliance Department will send out annual forms to all Access Persons that must be completed and returned no later than 30 days after the end of the calendar year. Any person who repeatedly returns the forms late may be subject to the penalties in Section G regarding Code of Ethics violations. |
10
● |
The Annual Certification of Compliance is attached as Exhibit 5 to this Code. |
6. |
Exception to Reporting Requirements |
● |
An Access Person who is subject to the Code of Ethics of an affiliate of SIDCO (Affiliate Code), and who pursuant to the Affiliate Code submits reports consistent with the reporting requirements of paragraphs 1 through 4 above, will not be required to submit such reports under this Code. |
F. Detection and Reporting of Code Violations
1. |
The SIDCO Compliance Officer or designated representative of the SIDCO Compliance Department will: |
● |
review the personal securities transaction reports or duplicate statements filed by Access Persons and compare the reports or statements of the Investment Vehicles completed portfolio transactions. The review will be performed on a quarterly basis. If the SIDCO Compliance Officer or the designated representative of the SIDCO Compliance Department determines that a compliance violation may have occurred, the Officer will give the person an opportunity to supply explanatory material; |
● |
prepare an Annual Issues and Certification Report to the Board of Trustees or Directors of any Investment Vehicle that (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that SIDCO has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code; |
● |
prepare a written report to SIDCO management outlining any violations of the Code together with recommendations for the appropriate penalties; and |
● |
prepare a written report detailing any approval(s) granted for the purchase of securities offered in connection with an IPO or a private placement. The report must include the rationale supporting any decision to approve such a purchase. |
2. |
An employee who in good faith reports illegal or unethical behavior will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of this policy and any concern about retaliation should be reported immediately. Any person found to have retaliated against an employee for reporting violations will be subject to appropriate disciplinary action. |
11
G. Violations of the Code of Ethics
1. Penalties:
● |
Persons who violate the Code of Ethics may be subject to serious penalties, which may include: |
◾ |
written warning; |
◾ |
reversal of securities transactions; |
◾ |
restriction of trading privileges; |
◾ |
disgorgement of trading profits; |
◾ |
fines; |
◾ |
suspension or termination of employment; and/or |
◾ |
referral to regulatory or law enforcement agencies. |
2. Penalty Factors:
● |
Factors which may be considered in determining an appropriate penalty include, but are not limited to: |
◾ |
the harm to clients; |
◾ |
the frequency of occurrence; |
◾ |
the degree of personal benefit to the employee; |
◾ |
the degree of conflict of interest; |
◾ |
the extent of unjust enrichment; |
◾ |
evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or |
◾ |
the level of accurate, honest and timely cooperation from the employee. |
H. Confidential Treatment
● |
The SIDCO Compliance Officer or designated representative from the SIDCO Compliance Department will use their best efforts to assure that all requests for pre-clearance, all personal securities reports and all reports for securities holding are treated as personal and confidential. However, such documents will be available for inspection by appropriate regulatory agencies and other parties, such as counsel, within and outside SIDCO as necessary to evaluate compliance with or sanctions under this Code. |
I. Recordkeeping
● |
SIDCO will maintain records relating to this Code of Ethics in accordance with Rule 31a-2 under the 1940 Act. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies. |
● |
A copy of this Code that is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place for a period of five years. |
12
● |
A record of any Code violation and of any sanctions taken will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred. |
● |
A copy of each Quarterly Transaction Report, Initial Holdings Report, and Annual Holdings Report submitted under this Code, including any information provided in lieu of any such reports made under the Code, will be preserved for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place. |
● |
A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place for a period of at least five years from the end of the calendar year in which it is made. |
J. Definitions Applicable to the Code of Ethics
● |
Account - a securities trading account held by a person and by any such persons spouse, minor children and adults residing in his or her household (each such person, an immediate family member); any trust for which the person is a trustee or from which the person benefits directly or indirectly; any partnership (general, limited or otherwise) of which the person is a general partner or a principal of the general partner; and any other account over which the person exercises investment discretion. |
● |
Automatic Investment Plan a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan . |
● |
Beneficial Ownership Covered Security ownership in which a person has a direct or indirect financial interest. Generally, a person will be regarded as a beneficial owner of Covered Securities that are held in the name of: |
a. |
a spouse or domestic partner; |
c. |
a relative who resides in the persons household; or |
d. |
any other person IF : (a) the person obtains from the securities benefits substantially similar to those of ownership (for example, income from securities that are held by a spouse); or (b) the person can obtain title to the securities now or in the future. |
● |
Covered Security except as noted below, includes any interest or instrument commonly known as a security, including notes, bonds, stocks (including closed-end funds), debentures, convertibles, preferred stock, security future, warrants, rights, and any put, call, straddle, option, |
13
or privilege on any security (including a certificate of deposit) or on any group or index of securities. The term Covered Securities specifically includes the SEI Funds. See the definition of Reportable Funds below. |
A Covered Security does not include (i) direct obligations of the U.S. Government, (ii) bankers acceptances, (iii) bank certificates of deposit, (iv) commercial paper and other high quality short-term debt instruments, including repurchase agreements, (v) shares issued by money market funds and (vi) shares issued by open-end investment companies other than a Reportable Fund.
|
Initial Public Offering an offering of securities for which a registration statement has not been previously filed with the U.S. SEC and for which there is no active public market in the shares. |
|
Purchase or sale of a Covered Security includes the writing of an option to purchase or sell a security. |
|
Reportable Fund Any non-money market fund for which SIDCO serves as principal underwriter. |
14
SEI INVESTMENTS DISTRIBUTION CO.
CODE OF ETHICS EXHIBITS
Exhibit 1 |
Account Opening Letters to Brokers/Dealers |
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Exhibit 2 |
Initial Holdings Report |
|||
Exhibit 3 |
Quarterly Transaction Report |
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Exhibit 4 |
Annual Securities Holdings Report |
|||
Exhibit 5 |
Annual Compliance Certification |
|||
Exhibit 6 |
SIDCO Client List |
EXHIBIT 1
Date:
Your Broker
street address
city, state zip code
Re: |
Your Name |
your S.S. number or account number
Dear Sir or Madam:
Please be advised that I am an employee of SEI Investments Distribution Co. Please send duplicate statements only of this brokerage account to the attention of:
SEI Investments Distribution Co.
Attn: The Compliance Department
One Freedom Valley Drive
Oaks, PA 19456
This request is made pursuant to SEIs Code of Ethics.
Thank you for your cooperation.
Sincerely,
Your name
Date:
[Address]
Re: |
Employee Name |
Account #
SS#
Dear Sir or Madam:
Please be advised that the above referenced person is an employee of SEI Investments Distribution Co. We grant permission for him/her to open a brokerage account with your firm, provided that you agree to send duplicate statements only of this employees brokerage account to:
SEI Investments Distribution Co.
Attn: The Compliance Department
One Freedom Valley Drive
Oaks, PA 19456
This request is made pursuant to SEIs Code of Ethics.
Thank you for your cooperation.
Sincerely,
SEI Compliance Officer
EXHIBIT 2 |
SEI INVESTMENTS DISTRIBUTION CO.
INITIAL HOLDINGS REPORT
Name of Reporting
Person:___________________________________________
Date Person Became Subject to the Codes Reporting
Requirements:__________
Information in Report Dated as of: _____________________________________
Date Report Due: __________________________________________________
Date Report Submitted: _____________________________________________
Securities Holdings
Name of Issuer and Title of Security |
No. of Shares (if applicable) | Principal Amount, Maturity Date and Interest Rate (if applicable) |
Name of Broker, Dealer or Bank Where Security Held |
|||
If you have no securities holdings to report, please check here. ☐
Securities Accounts |
||||||
Name of Broker, Dealer or Bank |
Account Number |
Names on Account |
Type of Account |
|||
If you have no securities accounts to report, please check here. ☐
I certify that I have included on this report all securities holdings and accounts in which I have a direct or indirect beneficial interest and required to be reported pursuant to the Code of Ethics and that I will comply with the Code of Ethics.
Signature: |
Date: |
|
Received by: |
EXHIBIT 3
SEI INVESTMENTS DISTRIBUTION CO.
QUARTERLY TRANSACTION REPORT
Transaction Record of Securities Directly or Indirectly Beneficially Owned
For the Quarter Ended _____________
Name:______________________________________
Submission Date:_____________________________
Securities Transactions
Date of Transaction |
Name of Issuer and Title of Security |
No. of Shares (if applicable) |
Principal Amount, Maturity Date and Interest Rate (if applicable) |
Type of Transaction |
Price |
Name of Broker, Dealer or Bank Effecting Transaction |
||||||
If you had no reportable transactions during the quarter, please check here. ☐
NOTE: Trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and trades done through an employee account established at SEI Private Trust Company will be deemed to satisfy the reporting requirements of the Code and do not have to be reported here. Any trades in SEI Funds done in a different channel must be reported.
This report is required of all officers, directors and certain other persons under Rule 17j-1 of the Investment Company Act of 1940 and is subject to examination. Transactions in direct obligations of the U.S. Government need not be reported. In addition, persons need not report transactions in bankers acceptances, certificates of deposit, commercial paper or open-end investment companies other than Reportable Funds. The report must be returned within 30 days of the applicable calendar quarter end. The reporting of
transactions on this record shall not be construed as an admission that the reporting person has any direct or indirect beneficial ownership in the security listed.
Securities Accounts
If you established an account within the quarter, please provide the following information:
Name of Broker, Dealer | Account Number | Names on Account | Date Account was | Type of Account | ||||
or Bank | Established | |||||||
If you did not establish a securities account during the quarter, please check here. ☐
By signing this document, I represent that all reported transactions were pre-cleared through the Compliance Department or the designated Compliance Officer in compliance with the SIDCO Code of Ethics. In addition, I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Policy.
Signature:__________________________
Received by: _______________________
EXHIBIT 4
SEI INVESTMENTS DISTRIBUTION CO.
ANNUAL SECURITIES HOLDINGS REPORT
As of December 31, ____
Name of Reporting Person: __________________
Securities Holdings
Name of Issuer and Title of Security | No. of Shares (if | Principal Amount, | Name of Broker, Dealer or Bank | |||
applicable) | Maturity Date and | Where Security Held | ||||
Interest Rate (if | ||||||
applicable) | ||||||
If you had no securities holding to report this year, please check here. ☐
Securities Accounts
If you established an account during the year, please provide the following information:
Name of Broker, Dealer or Bank |
Date Account was Established |
Account Number |
Names on Account | Type of Account | ||||
If you have no securities accounts to report this year, please check here. ☐
I certify that the above list is an accurate and complete listing of all securities in which I have a direct or indirect beneficial interest.
Signature |
Received by |
|
Date |
Note: Do not report holdings of U.S. Government securities, bankers acceptances, certificates of deposit, commercial paper and mutual funds other than Reportable Funds.
EXHIBIT 5
SEI INVESTMENTS DISTRIBUTION CO.
RULE 17J-1 CODE OF ETHICS
ANNUAL COMPLIANCE CERTIFICATION
Please return the signed form via email or
interoffice the form to SEI Compliance Department Meadowlands Two
1. |
I hereby acknowledge receipt of a copy of the Code of Ethics. |
2. |
I have read and understand the Code of Ethics and recognize that I am subject thereto. In addition, I have raised any questions I may have on the Code of Ethics with the SIDCO Compliance Officer and have received a satisfactory response[s]. |
3. |
For all securities/accounts beneficially owned by me, I hereby declare that I have complied with the terms of the Code of Ethics during the prior year. |
Print Name: ______________________
Signature: _______________________
Date:_________
Received by SIDCO: ________________
EXHIBIT 6 |
As of November 26, 2018, SIDCO acts as distributor for the following:
SEI Daily Income Trust
SEI Tax Exempt Trust
SEI Institutional Managed Trust
SEI Institutional International Trust
The Advisors Inner Circle Fund
The Advisors Inner Circle Fund II
Bishop Street Funds
SEI Asset Allocation Trust
SEI Institutional Investments Trust
City National Rochdale Funds (f/k/a CNI Charter Funds)
Causeway Capital Management Trust
ProShares Trust
ProShares Trust II
Community Capital Trust
(f/k/a Community Reinvestment Act Qualified Investment Fund)
TD Asset Management USA Funds
SEI Structured Credit Fund LP
Global X Funds
Exchange Traded Concepts Trust (f/k/a FaithShares Trust)
Schwab Strategic Trust
RiverPark Funds
Adviser Managed Trust Fund
New Covenant Funds
Cambria ETF Trust
Highland Funds I (f/k/a Pyxis Funds I)
KraneShares Trust
SEI Insurance Products Trust
KP Funds
The Advisors Inner Circle Fund III
SEI Catholic Values Trust
SEI Hedge Fund SPC
SEI Energy Debt Fund
Gallery Trust
Schroder Series Trust
Schroder Global Series Trust
City National Rochdale Select Strategies Fund
Metaurus Equity Component Trust
Causeway ETMF Trust
Impact Shares Trust
City National Rochdale Strategic Credit Fund
Symmetry Panoramic Trust