Post-Effective Amendment No. 190 | ☒ |
Amendment No. 191 | ☒ |
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 ® Large-Cap Growth Fund | SWLSX |
Schwab ® Core Equity Fund | SWANX |
Schwab ® International Core Equity Fund | SICNX |
Schwab ® Dividend Equity Fund | SWDSX |
Schwab ® Small-Cap Equity Fund | SWSCX |
Schwab ® Hedged Equity Fund | SWHEX |
Schwab ® Health Care Fund | SWHFX |
Fund Summaries | |
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Ticker Symbol: | SWLSX |
1 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.99% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$101 | $315 | $547 | $1,213 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (7.71%) | 7.95% | 12.37% |
After taxes on distributions | (10.31%) | 5.28% | 10.91% |
After taxes on distributions and sale of shares | (3.04%) | 5.82% | 10.10% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Russell 1000 Growth Index | (1.51%) | 10.40% | 15.29% |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWANX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$75 | $233 | $406 | $906 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (9.26%) | 6.84% | 11.05% |
After taxes on distributions | (12.12%) | 3.86% | 9.21% |
After taxes on distributions and sale of shares | (3.47%) | 4.98% | 8.92% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
S&P 500 Index | (4.38%) | 8.49% | 13.12% |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SICNX |
1 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.86% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$88 | $274 | $477 | $1,061 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (18.27%) | 0.62% | 7.02% |
After taxes on distributions | (18.55%) | 0.16% | 6.62% |
After taxes on distributions and sale of shares | (10.17%) | 0.66% | 5.91% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
MSCI EAFE Index (Net) 1 | (13.79%) | 0.53% | 6.32% |
1 | The net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWDSX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$90 | $281 | $488 | $1,084 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (12.05%) | 3.99% | 9.60% |
After taxes on distributions | (14.17%) | 1.39% | 7.88% |
After taxes on distributions and sale of shares | (5.50%) | 2.87% | 7.74% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Russell 1000 Value Index | (8.27%) | 5.95% | 11.18% |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWSCX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$111 | $347 | $601 | $1,329 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (12.13%) | 4.24% | 13.05% |
After taxes on distributions | (17.58%) | 0.47% | 10.68% |
After taxes on distributions and sale of shares | (5.23%) | 2.66% | 10.49% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Russell 2000 Index | (11.01%) | 4.41% | 11.97% |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWHEX |
1 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes, certain non-routine expenses, dividends and stock loan fees on short sales) of the fund to 1.33% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. The total annual fund operating expenses in the fee table may differ from the net expense ratio in the fund’s “Financial highlights” because the financial highlights includes a voluntary waiver. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$170 | $526 | $907 | $1,976 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (7.09%) | 4.59% | 6.90% |
After taxes on distributions | (8.65%) | 2.63% | 5.69% |
After taxes on distributions and sale of shares | (3.06%) | 3.44% | 5.48% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
S&P 500 Index | (4.38%) | 8.49% | 13.12% |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWHFX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$82 | $255 | $444 | $990 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | 3.98% | 9.51% | 14.47% |
After taxes on distributions | 1.77% | 6.84% | 12.53% |
After taxes on distributions and sale of shares | 4.00% | 6.96% | 11.77% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Dow Jones Global Health Care Index | 2.83% | 8.46% | 12.64% |
S&P 500 Index | (4.38%) | 8.49% | 13.12% |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $18.65 | $15.20 | $17.68 | $18.38 | $15.66 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.06 1 | 0.08 1 | 0.20 1 | 0.13 1 | 0.11 | |
Net realized and unrealized gains (losses) | 0.75 | 4.04 | (0.12) | 1.08 | 2.70 | |
Total from investment operations | 0.81 | 4.12 | 0.08 | 1.21 | 2.81 | |
Less distributions: | ||||||
Distributions from net investment income | (0.07) | (0.17) | (0.20) | (0.09) | (0.09) | |
Distributions from net realized gains | (1.35) | (0.50) | (2.36) | (1.82) | – | |
Total distributions | (1.42) | (0.67) | (2.56) | (1.91) | (0.09) | |
Net asset value at end of period | $18.04 | $18.65 | $15.20 | $17.68 | $18.38 | |
Total return | 4.46% | 28.10% | 0.54% | 7.00% | 18.06% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses | 0.99% | 0.99% | 1.00% 2 | 0.99% | 0.99% | |
Gross operating expenses | 1.02% | 1.04% | 1.04% | 1.03% | 1.04% | |
Net investment income (loss) | 0.30% | 0.48% | 1.32% | 0.75% | 0.60% | |
Portfolio turnover rate | 88% | 81% | 84% | 90% | 82% | |
Net assets, end of period (x 1,000,000) | $ 243 | $ 257 | $ 219 | $ 251 | $ 256 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $24.36 | $19.65 | $23.10 | $25.48 | $23.46 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.26 1 | 0.34 1 | 0.38 1 | 0.30 1 | 0.30 | |
Net realized and unrealized gains (losses) | 0.41 | 4.71 | (0.52) | 1.05 | 3.60 | |
Total from investment operations | 0.67 | 5.05 | (0.14) | 1.35 | 3.90 | |
Less distributions: | ||||||
Distributions from net investment income | (0.34) | (0.34) | (0.36) | (0.33) | (0.22) | |
Distributions from net realized gains | (2.29) | – | (2.95) | (3.40) | (1.66) | |
Total distributions | (2.63) | (0.34) | (3.31) | (3.73) | (1.88) | |
Net asset value at end of period | $22.40 | $24.36 | $19.65 | $23.10 | $25.48 | |
Total return | 2.71% | 26.00% | (0.50%) | 5.61% | 17.88% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses | 0.73% | 0.73% | 0.73% | 0.74% | 0.72% | |
Gross operating expenses | 0.73% | 0.74% | 0.73% | 0.74% | 0.72% | |
Net investment income (loss) | 1.12% | 1.53% | 1.93% | 1.29% | 1.19% | |
Portfolio turnover rate | 101% | 86% | 80% | 81% | 63% | |
Net assets, end of period (x 1,000,000) | $ 2,138 | $ 2,353 | $ 2,075 | $ 2,363 | $ 2,317 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 11.27 | $ 9.20 | $ 9.62 | $ 9.77 | $ 9.82 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) 1 | 0.24 | 0.22 | 0.22 | 0.19 | 0.29 | |
Net realized and unrealized gains (losses) | (1.58) | 2.08 | (0.45) | (0.01) | (0.08) | |
Total from investment operations | (1.34) | 2.30 | (0.23) | 0.18 | 0.21 | |
Less distributions: | ||||||
Distributions from net investment income | (0.26) | (0.23) | (0.19) | (0.15) | (0.26) | |
Distributions from net realized gains | (0.03) | – | – | (0.18) | – | |
Total distributions | (0.29) | (0.23) | (0.19) | (0.33) | (0.26) | |
Net asset value at end of period | $ 9.64 | $11.27 | $ 9.20 | $ 9.62 | $ 9.77 | |
Total return | (12.18%) | 25.58% | (2.41%) | 2.05% | 2.20% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses | 0.86% | 0.86% | 0.86% | 0.86% | 0.86% | |
Gross operating expenses | 0.89% | 0.90% | 0.91% | 0.92% | 0.98% | |
Net investment income (loss) | 2.22% | 2.15% | 2.40% | 2.02% | 2.95% | |
Portfolio turnover rate | 98% | 85% | 90% | 87% | 90% | |
Net assets, end of period (x 1,000,000) | $ 1,166 | $ 1,227 | $ 772 | $ 679 | $ 423 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $17.21 | $14.39 | $16.43 | $19.17 | $18.22 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.22 1 | 0.29 1 | 0.31 1 | 0.29 1 | 0.27 | |
Net realized and unrealized gains (losses) | (0.27) | 2.75 | (0.29) | (0.21) | 2.16 | |
Total from investment operations | (0.05) | 3.04 | 0.02 | 0.08 | 2.43 | |
Less distributions: | ||||||
Distributions from net investment income | (0.30) | (0.22) | (0.32) | (0.27) | (0.29) | |
Distributions from net realized gains | (1.43) | – | (1.74) | (2.55) | (1.19) | |
Total distributions | (1.73) | (0.22) | (2.06) | (2.82) | (1.48) | |
Net asset value at end of period | $15.43 | $17.21 | $14.39 | $16.43 | $19.17 | |
Total return | (0.63%) | 21.19% | 0.26% | 0.12% | 14.26% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses | 0.88% | 0.88% | 0.88% | 0.88% | 0.89% | |
Gross operating expenses | 0.88% | 0.88% | 0.89% | 0.88% | 0.89% | |
Net investment income (loss) | 1.36% | 1.78% | 2.18% | 1.71% | 1.47% | |
Portfolio turnover rate | 79% | 70% | 74% | 73% | 72% | |
Net assets, end of period (x 1,000,000) | $ 1,249 | $ 1,469 | $ 1,560 | $ 1,872 | $ 2,053 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $23.58 | $18.81 | $21.19 | $25.11 | $24.87 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.01 1 | (0.00) 1 , 2 | 0.07 1 | 0.05 1 | (0.02) | |
Net realized and unrealized gains (losses) | 0.32 | 4.86 | 0.12 | 0.63 | 2.71 | |
Total from investment operations | 0.33 | 4.86 | 0.19 | 0.68 | 2.69 | |
Less distributions: | ||||||
Distributions from net investment income | – | (0.09) | (0.04) | (0.02) | (0.07) | |
Distributions from net realized gains | (3.04) | – | (2.53) | (4.58) | (2.38) | |
Total distributions | (3.04) | (0.09) | (2.57) | (4.60) | (2.45) | |
Net asset value at end of period | $20.87 | $23.58 | $18.81 | $21.19 | $25.11 | |
Total return | 1.37% | 25.87% | 1.47% | 3.01% | 11.67% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses | 1.09% | 1.10% | 1.09% | 1.09% | 1.10% | |
Gross operating expenses | 1.09% | 1.10% | 1.10% | 1.09% | 1.10% | |
Net investment income (loss) | 0.06% | (0.01%) | 0.37% | 0.22% | (0.10%) | |
Portfolio turnover rate | 111% | 99% | 85% | 95% | 103% | |
Net assets, end of period (x 1,000,000) | $ 573 | $ 645 | $ 571 | $ 630 | $ 666 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $17.65 | $16.25 | $17.46 | $19.02 | $18.62 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.08 1 | 0.03 1 | 0.03 1 | (0.01) 1 | (0.08) | |
Net realized and unrealized gains (losses) | 0.24 | 1.85 | 0.49 | 0.89 | 1.99 | |
Total from investment operations | 0.32 | 1.88 | 0.52 | 0.88 | 1.91 | |
Less distributions: | ||||||
Distributions from net investment income | (0.01) | – | (0.12) | – | – | |
Distributions from net realized gains | (1.07) | (0.48) | (1.61) | (2.44) | (1.51) | |
Total distributions | (1.08) | (0.48) | (1.73) | (2.44) | (1.51) | |
Net asset value at end of period | $16.89 | $17.65 | $16.25 | $17.46 | $19.02 | |
Total return | 1.75% | 11.71% | 3.55% | 4.84% | 11.07% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses (including dividend expense on short sales) | 1.66% | 1.64% | 1.85% | 1.82% | 1.99% | |
Net operating expenses (excluding dividend expense on short sales) | 1.33% | 1.33% | 1.57% 2 | 1.54% 2 | 1.52% 2 | |
Gross operating expenses | 1.67% | 1.65% | 1.87% | 1.84% | 2.02% | |
Net investment income (loss) | 0.43% | 0.16% | 0.22% | (0.06%) | (0.46%) | |
Portfolio turnover rate | 180% | 163% | 142% | 146% | 142% | |
Net assets, end of period (x 1,000,000) | $ 300 | $ 252 | $ 204 | $ 212 | $ 200 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $25.44 | $21.56 | $26.68 | $28.19 | $24.57 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.23 1 | 0.21 1 | 0.19 1 | 0.14 1 | 0.23 | |
Net realized and unrealized gains (losses) | 1.96 | 4.24 | (1.52) | 1.78 | 5.84 | |
Total from investment operations | 2.19 | 4.45 | (1.33) | 1.92 | 6.07 | |
Less distributions: | ||||||
Distributions from net investment income | (0.24) | (0.20) | (0.16) | (0.21) | (0.19) | |
Distributions from net realized gains | (1.54) | (0.37) | (3.63) | (3.22) | (2.26) | |
Total distributions | (1.78) | (0.57) | (3.79) | (3.43) | (2.45) | |
Net asset value at end of period | $25.85 | $25.44 | $21.56 | $26.68 | $28.19 | |
Total return | 9.13% | 21.10% | (5.78%) | 7.26% | 27.06% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses | 0.80% | 0.81% | 0.80% | 0.79% | 0.80% | |
Gross operating expenses | 0.80% | 0.81% | 0.80% | 0.80% | 0.81% | |
Net investment income (loss) | 0.91% | 0.89% | 0.82% | 0.52% | 0.93% | |
Portfolio turnover rate | 45% | 42% | 54% | 75% | 57% | |
Net assets, end of period (x 1,000,000) | $ 826 | $ 853 | $ 853 | $ 1,118 | $ 1,064 |
• | For accounts held through a financial intermediary, each fund typically expects to pay sale proceeds to the financial intermediary for payment to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, each fund may take up to seven days to pay sale proceeds. |
• | Each fund reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• | Exchange orders are limited to other Schwab Funds (that are not Sweep Investments ® ) and the Laudus International MarketMasters Fund, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
• | You should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
• | Each fund typically expects to pay sale proceeds by wire, ACH, or by mailing a check, to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, each fund may take up to seven days to pay sale proceeds. |
• | Each fund reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• | Exchange orders are limited to other Schwab Funds (that are not Sweep Investments) and the Laudus International MarketMasters Fund, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
• | You should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
• | To materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders. |
• | To change or waive a fund’s investment minimums. |
• | To suspend the right to sell shares back to the fund, and delay sending proceeds, during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC. |
• | To withdraw or suspend any part of the offering made by this prospectus. |
Option | Feature |
Reinvestment | All dividends and capital gains distributions are invested automatically in shares of the fund. |
Cash/reinvestment mix | You receive payment for dividends, while any capital gains distributions are invested in shares of the fund. |
Cash | You receive payment for all dividends and capital gains distributions. |
Schwab Capital Trust | 811-07704 |
Fund Summary | |
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Ticker Symbol: | SWOBX |
1 | AFFE are based on estimated amounts for the current fiscal period. AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
2 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. This agreement is limited to the fund’s direct operating expenses and does not apply to AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$51 | $160 | $280 | $628 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Management Risk. Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will select or allocate assets that could cause the fund to underperform or otherwise not meet its objective. |
An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired results. | |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. |
• | Growth Investing Risk. An underlying fund’s investments in growth stocks can be volatile. Growth companies usually invest a high portion of earnings in their businesses and may lack the dividends of value stocks that can cushion stock prices in a falling market. The prices of growth stocks are based largely on projections of the issuer’s future earnings and revenues. If a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically. Growth stocks may also be more expensive relative to their earnings or assets compared to value or other stocks. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money |
market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. | |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large impact on the underlying fund. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
• | Mortgage-Backed and Mortgage Pass-Through Securities Risk. Certain of the mortgage-backed securities in which an underlying fund may invest are not backed by the full faith and credit of the U.S. government and there can be no assurance that the U.S. government would provide financial support to its agencies or instrumentalities where it was not obligated to do so. Mortgage-backed securities tend to increase in value less than other debt securities when interest rates decline, but are subject to similar or greater risk of decline in market value during periods of rising interest rates. Because of prepayment and extension risk, mortgage-backed securities react differently to changes in interest rates than other bonds. Small movements in interest rates – both increases and decreases – may quickly and significantly affect the value of certain mortgage-backed securities. Transactions in mortgage pass-through securities often occur through to be announced (TBA) transactions. Default by or bankruptcy of a counterparty to a TBA transaction could expose an underlying fund to possible losses because of an adverse market action, expenses, or delays in connection with the purchase or sale of the pools of mortgage pass-through securities specified in the TBA transaction. |
• | Mortgage Dollar Rolls Risk. Mortgage dollar rolls are transactions in which an underlying fund sells mortgage-backed securities to a dealer and simultaneously agrees to repurchase similar securities in the future at a predetermined price. An underlying fund’s mortgage dollar rolls could lose money if the price of the mortgage-backed securities sold falls below the agreed upon repurchase price, or if the counterparty is unable to honor the agreement. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before Taxes | (4.34%) | 5.03% | 8.32% |
After Taxes on Distributions | (6.13%) | 3.26% | 7.15% |
After Taxes on Distributions and Sale of Shares | (1.77%) | 3.50% | 6.46% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
S&P 500 ® Index | (4.38%) | 8.49% | 13.12% |
Bloomberg Barclays US Aggregate Bond Index | 0.01% | 2.52% | 3.48% |
Balanced Blended Index 1 | (2.84%) | 5.76% | 9.19% |
1 | The Balanced Blended Index is a custom blended index developed by Charles Schwab Investment Management, Inc. that effective August 1, 2013 is composed of 50% S&P 500 Index, 10% Russell 2000 ® Index, 25% Bloomberg Barclays US Aggregate Bond Index, 12% Bloomberg Barclays U.S. Intermediate Aggregate Bond Index, and 3% Bloomberg Barclays U.S. Treasury Bills: 1-3 Months Index. Prior to August 1, 2013 the Balanced Blended Index was composed of 60% S&P 500 Index and 40% Bloomberg Barclays US Aggregate Bond Index. The components that make up the composite may vary over time. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Investment Objective and Principal Investment Strategy | |
Schwab Government Money Fund™ | Seeks the highest current income consistent with stability of capital and liquidity. The fund will invest at least 99.5% of its total assets in cash, U.S. government securities and/or repurchase agreements that are collateralized fully by cash and/or U.S. government securities; under normal circumstances, at least 80% of the fund’s net assets (including, for this purpose, any borrowings for investment purposes) will be invested solely in U.S. government securities including repurchase agreements that are collateralized fully by U.S. government securities (excluding cash). |
• | Management Risk. Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will select or allocate assets that could cause the fund to underperform or otherwise not meet its objective. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the fund, but there can be no guarantee that they will produce the desired results. In addition, with respect to certain of the underlying funds, the investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce the desired results in the future. In addition, the portfolio optimization processes used by some underlying funds to assist in constructing the underlying fund’s portfolio does not assure successful investments. As a result, the underlying fund may have a lower return than if it were managed using another process or strategy. |
• | Equity Risk. The prices of equity securities in which the underlying funds invest rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, the equity market tends to move in cycles, which may cause stock prices to fall over short or extended periods of time. Due to their fixed income features, preferred stocks provide higher income potential than issuers’ common stocks, but typically are more sensitive to interest rate changes than the underlying common stock. The rights of |
common stockholders are generally subordinate to the rights associated with an issuer’s preferred stocks and the rights of preferred stockholders are generally subordinate to the rights associated with an issuer’s debt securities on the distribution of an issuer’s assets in the event of a liquidation. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. |
• | Large-Cap Company Risk. Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be unable to respond quickly to new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies. |
• | Mid-Cap Company Risk. Mid-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by large-cap companies. The value of securities issued by mid-cap companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns. |
• | Small-Cap Company Risk. Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by larger companies. The value of securities issued by small-cap companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns. In addition, small-cap companies may have limited financial resources, management experience, product lines and markets, and their securities may trade less frequently and in more limited volumes than the securities of larger companies. Further, small-cap companies may have less publicly available information and such information may be inaccurate or incomplete. |
• | Growth Investing Risk. Certain of the underlying funds pursue a “growth style” of investing. Growth stocks can be volatile for several reasons. Since growth companies usually invest a high portion of earnings in their businesses, they may lack the dividends of value stocks that can cushion stock prices in a falling market. The prices of growth stocks are based largely on projections of the issuer’s future earnings and revenues. If a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically. Growth stocks may also be more expensive relative to their earnings or assets compared to value or other stocks. |
• | Interest Rate Risk. An underlying fund’s investments in fixed income securities are subject to the risk that interest rates may rise and fall over time. As with any investment whose yield reflects current interest rates, an underlying fund’s yield will change over time. During periods when interest rates are low, an underlying fund’s yield (and total return) also may be low. Changes in interest rates also may affect an underlying fund’s share price: a sharp rise in interest rates could cause the fund’s share price to fall. This risk is greater when the underlying fund holds bonds with longer maturities. An underlying fund may also lose money if interest rates rise sharply. The longer an underlying fund’s portfolio duration, the more sensitive to interest rate movements its share price is likely to be. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. Certain underlying funds are currently subject to heightened levels of interest rate risk because of the continued economic recovery, along with the fact that the Federal Reserve Board ended its quantitative easing program in 2014, and has begun, and may continue, to raise interest rates. Rising interest rates may decrease liquidity in the fixed income securities markets, making it more difficult for an underlying fund to sell its fixed income securities holdings at a time when the investment adviser might wish to sell such securities. In addition, decreased market liquidity also may make it more difficult to value some or all of an underlying fund’s fixed income securities holdings. To the extent that the investment adviser (or sub-adviser(s)) of an underlying fund anticipates interest rate trends imprecisely, the underlying fund could miss yield opportunities or its share price could fall. Inflation-protected securities may react differently to interest rate changes than other types of debt securities and, as discussed below, tend to react to changes in “real” interest rates. |
• | Credit Risk. Certain of the underlying funds are subject to the risk that a decline in the credit quality of a portfolio investment could cause the fund’s share price to fall. The underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Negative perceptions of an issuer’s ability to make such payments could also cause the price of that investment to decline. The credit quality of an underlying fund’s portfolio holdings can change rapidly in certain market environments and any default on the part of a single portfolio investment could cause the underlying fund’s share price or yield to fall. Below investment-grade bonds (junk bonds) involve greater risks of default or downgrade and are more volatile than investment-grade bonds. Below investment-grade bonds also involve greater risk of price declines than investment-grade securities due to actual or perceived changes in an issuer’s creditworthiness. In |
addition, issuers of below investment-grade bonds may be more susceptible than other issuers to economic downturns. Such bonds are subject to the risk that the issuer may not be able to pay interest or dividends and ultimately to repay principal upon maturity. Discontinuation of these payments could substantially adversely affect the market value of the bonds. | |
• | Prepayment and Extension Risk. An underlying fund’s investments in fixed income securities are subject to the risk that the securities may be paid off earlier or later than expected. Either situation could cause the underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. In addition, rising interest rates tend to extend the duration of certain fixed income securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, an underlying fund that holds these securities may exhibit additional volatility. This is known as extension risk. When interest rates decline, borrowers may pay off their fixed income securities sooner than expected. This can reduce the returns of an underlying fund because the fund will have to reinvest that money at the lower prevailing interest rates. This is known as prepayment risk. |
• | Money Market Fund Risk. In addition to the risks discussed under “Investment Risk” above, an investment by the fund in an underlying money market fund has additional risks. The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. In exchange for their emphasis on stability and liquidity, money market investments may offer lower long-term performance than stock or bond investments. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | U.S. Government Securities Risk. Some of the U.S. government securities that the underlying funds invest in are not backed by the full faith and credit of the United States government, which means they are neither issued nor guaranteed by the U.S. Treasury. Issuers such as the Federal Home Loan Banks (FHLB) maintain limited access to credit lines from the U.S. Treasury. Other securities, such as obligations issued by the Federal Farm Credit Banks Funding Corporation (FFCB), are supported solely by the credit of the issuer. There can be no assurance that the U.S. government will provide financial support to securities of its agencies and instrumentalities if it is not obligated to do so under law. Also, any government guarantees on securities the underlying fund owns do not extend to shares of the underlying fund itself. On September 7, 2008, the U.S. Treasury announced a federal takeover of Fannie Mae and Freddie Mac, placing the two federal instrumentalities in conservatorship. The actions of the U.S. Treasury are intended to ensure that Fannie Mae and Freddie Mac maintain a positive net worth and meet their financial obligations, preventing mandatory triggering of receivership. No assurance can be given that the U.S. Treasury initiatives will be successful. |
• | ETF Risk. When an underlying fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses. Therefore, it may be more costly to own an ETF than to own the underlying securities directly. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF holds, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio securities. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. In certain countries, legal remedies available to investors may be more limited than those available with respect to investments in the U.S. These risks may negatively impact the value or liquidity of an underlying fund’s investments and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. In addition, an underlying fund’s investments in foreign securities may be subject to economic sanctions or other government restrictions, including trade tariffs, embargoes or limitations on trade which could have a significant impact on a country’s markets overall as well as global economies or markets. There also is the risk that the cost of buying, selling, and holding foreign securities, including brokerage, tax, and custody costs, may be higher than those involved in domestic transactions. The securities of some foreign companies may be less liquid and, at times, more volatile than securities of comparable U.S. companies. An underlying fund may also experience more rapid or extreme changes in value as compared to an underlying fund that invests solely in securities of U.S. companies because the securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. To the extent an underlying fund’s investments in a single country or a limited number of |
countries represent a large percentage of the underlying fund’s assets, the underlying fund’s performance may be adversely affected by the economic, political, regulatory and social conditions in those countries, and the underlying fund’s price may be more volatile than the price of an underlying fund that is geographically diversified. | |
• | Emerging Markets Risk. The risks of foreign investments apply to, and may be heightened in connection with, investments in emerging market countries or securities of issuers that conduct their business in emerging markets. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. It is sometimes difficult to obtain and enforce court judgments in such countries. There is often a greater potential for nationalization, expropriation, confiscatory taxation, government regulation, social instability or diplomatic developments (including war) in emerging market countries, which could adversely affect the economies of, or investments in securities of issuers located in, such countries. In addition, emerging markets are substantially smaller than developed markets, and the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there will tend to be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Currency Risk. An underlying fund’s investments in securities denominated in, and/or receiving revenues in, foreign currencies, will subject the underlying fund to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in an underlying fund would be adversely affected. Currency exchange rates may fluctuate in response to factors extrinsic to that country’s economy, which makes the forecasting of currency market movements extremely difficult. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates; intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund; or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to an underlying fund if it is unable to deliver or receive currency or monies in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. Forward contracts on foreign currencies are not traded on exchanges; rather, a bank or dealer will act as agent or as principal in order to make or take future delivery of a specified lot of a particular currency for the underlying fund’s account. An underlying fund is subject to the risk of a counterparty’s failure, inability or refusal to perform with respect to such contracts. |
• | Liquidity Risk. Liquidity risk exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In addition, dealer inventories of certain securities – an indication of the ability of dealers to engage in “market making” – are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity. In such cases, an underlying fund, due to limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large shareholder redemptions may impact the ability of an underlying fund to meet redemption requests within the required time period. In order to meet such redemption requests, the underlying fund may be forced to sell securities at inopportune times or prices. |
• | Derivatives Risk. An underlying fund may use derivatives to enhance returns or hedge against market declines. Examples of derivatives are options, futures, options on futures and swaps. An option is the right to buy or sell an instrument at a specific price before a specific date. A future is an agreement to buy or sell a financial instrument at a specific price on a specific day. A swap is an agreement whereby two parties agree to exchange payment streams calculated in relation to a rate, index, instrument or certain securities and a predetermined amount. A credit default swap is an agreement in which the seller agrees to make a payment to the buyer in the event of a specified credit event in exchange for a fixed payment or series of fixed payments. |
An underlying fund’s use of derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as credit risk, leverage risk, liquidity risk, market risk and management risk, are discussed elsewhere in this prospectus. An underlying fund’s use of derivatives is also subject to lack of availability risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause an underlying fund to realize higher amounts of short-term capital gains. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. The use of derivatives that are subject to |
regulation by the Commodity Futures Trading Commission (CFTC) by an underlying fund could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC rules. |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose an underlying fund to greater risk. In a reverse repurchase agreement, the underlying fund would sell a security and enter into an agreement to repurchase the security at a specified future date and price. Leverage tends to magnify the effect of any decrease or increase in the value of the underlying fund’s portfolio securities. The use of leverage may cause the underlying fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When an underlying fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the underlying fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. An underlying fund will also bear the risk of any decline in value of securities acquired with cash collateral. An underlying fund may pay lending fees to a party arranging the loan. |
• | Investment Style Risk. An underlying fund’s investment style may impact the performance of the fund. Certain underlying funds seek to track the performance of various segments of the stock market, as measured by their respective indices. For example, an underlying fund that follows the performance of the index during upturns as well as downturns does not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of an underlying fund’s expenses, the underlying fund’s performance is normally below that of the index. For other underlying funds the investment managers attempt to reduce the impact of the performance of any given investment style by investing in both value and growth style stocks. But whenever value stocks fall out of favor with investors, they may underperform growth stocks, and vice versa. In addition, an underlying fund may have an investment style that favors certain types of investments over others. As a result, such an underlying fund may underperform funds that do not limit their investments to the particular type of investment. |
• | Tracking Error Risk. Certain underlying funds seek to track the performance of their benchmark indices, although they may not be successful in doing so. The divergence between the performance of an underlying fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, an underlying fund may not invest in certain securities in its benchmark index, or match the securities’ weighting to the benchmark, due to regulatory, operational, custodial or liquidity constraints, which may result in tracking error. An underlying fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of an underlying fund, operating expenses and trading costs all affect the ability of the fund to match the performance of its benchmark index, because the benchmark index does not have to manage cash flows and does not incur any costs. |
• | High-Yield Risk. Certain underlying funds that invest in high-yield securities and unrated securities of similar credit quality (sometimes called junk bonds) may be subject to greater levels of credit and liquidity risk than underlying funds that do not invest in such securities. These securities are considered predominately speculative with respect to the issuer’s continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce an underlying fund’s ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, an underlying fund may lose its entire investment. Because of the risks involved in investing in high-yield securities, an investment in an underlying fund that invests in such securities should be considered speculative. |
• | Real Estate Investment Trusts (REITs) Risk. Certain of the underlying funds invest in REITs. An underlying fund’s investments in REITs will be subject to the risks associated with the direct ownership of real estate. Risks commonly associated with the direct ownership of real estate include fluctuations in the value of underlying properties, defaults by borrowers or tenants, access to capital, changes in interest rates and risks related to general or local economic conditions. In addition to the risks associated with investing in securities of real estate companies and real estate related companies, REITs are subject to certain additional risks. Equity REITs may be affected by changes in the value of the underlying properties owned by the trusts, and mortgage REITs may be affected by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and may have their investments in relatively few properties, or in a small geographic area or a single property type. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax free pass-through of income under the Internal Revenue Code, or to maintain their exemptions from registration under the Investment Company Act of 1940. The failure of a company to qualify as a REIT under federal tax law may have adverse consequences to an underlying fund that invests in that REIT. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs |
associated with protecting its investments. In addition, REITs have their own expenses, and an underlying fund that invests in REITs will bear a proportionate share of those expenses. Additionally, dividends paid by REITs are taxed as ordinary income and generally do not qualify for the preferential rate applicable to qualified dividend income. | |
• | Multi-Manager Risk. Certain underlying funds may have multiple investment managers. Although the investment adviser monitors and seeks to coordinate the overall management of an underlying fund, each investment manager makes investment decisions independently, and it is possible that the investment styles of the investment managers may not complement one another. As a result, an underlying fund’s exposure to a given region, country, stock, industry or investment style could unintentionally be smaller or larger than if the underlying fund had a single manager. |
• | Repurchase Agreements Risk. When an underlying fund enters into a repurchase agreement, the underlying fund is exposed to the risk that the other party (i.e., the counterparty) will not fulfill its contractual obligation. In a repurchase agreement, there exists the risk that, when an underlying fund buys a security from a counterparty that agrees to repurchase the security at an agreed upon price (usually higher) and time, the counterparty will not repurchase the security. These risks are magnified to the extent that a repurchase agreement is secured by collateral other than cash and government securities, such as debt securities, equity securities and high yield securities that are rated below investment grade (Alternative Collateral). High yield securities that are used as Alternative Collateral are subject to greater levels of credit and liquidity risk, and are considered primarily speculative with respect to the issuer’s continuing ability to make principal and interest payments. Alternative Collateral may be subject to greater price volatility and may be more volatile or less liquid than other types of collateral, increasing the risk that an underlying fund will be unable to recover fully in the event of a counterparty’s default. |
• | Redemption Risk. An underlying money market fund may experience periods of heavy redemptions that could cause the underlying money market fund to liquidate its assets at inopportune times or at a loss or depressed value, particularly during periods of declining or illiquid markets. Redemptions by a few large investors in an underlying money market fund may have a significant adverse effect on the underlying fund’s ability to maintain a stable $1.00 share price. In the event any money market fund fails to maintain a stable net asset value, other money market funds, including an underlying money market fund, could face a market-wide risk of increased redemption pressures, potentially jeopardizing the stability of their $1.00 share prices. |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $15.60 | $14.51 | $15.40 | $15.56 | $14.28 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) 1 | 0.23 | 0.21 | 0.19 | 0.18 | 0.16 | |
Net realized and unrealized gains (losses) | 0.08 2 | 1.96 | 0.00 3 | 0.42 | 1.33 | |
Total from investment operations | 0.31 | 2.17 | 0.19 | 0.60 | 1.49 | |
Less distributions: | ||||||
Distributions from net investment income | (0.48) | (0.22) | (0.32) | (0.34) | (0.21) | |
Distributions from net realized gains | (0.02) | (0.86) | (0.76) | (0.42) | – | |
Total distributions | (0.50) | (1.08) | (1.08) | (0.76) | (0.21) | |
Net asset value at end of period | $15.41 | $15.60 | $14.51 | $15.40 | $15.56 | |
Total return | 1.94% | 15.90% | 1.41% | 3.95% | 10.52% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 4 | 0.00% | 0.00% | 0.00% 5 | 0.00% 5 | 0.00% 5 | |
Gross operating expenses 4 | 0.04% | 0.06% | 0.06% | 0.07% | 0.09% | |
Net investment income (loss) | 1.44% | 1.39% | 1.34% | 1.18% | 1.09% | |
Portfolio turnover rate | 6% | 28% 6 | 19% | 5% | 27% | |
Net assets, end of period (x 1,000,000) | $ 447 | $ 386 | $ 282 | $ 305 | $ 202 |
• | For accounts held through a financial intermediary, the fund typically expects to pay sale proceeds to the financial intermediary for payment to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, the fund may take up to seven days to pay sale proceeds. |
• | The fund reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• | Exchange orders are limited to other Schwab Funds (that are not Sweep Investments ® ) and the Laudus International MarketMasters Fund, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
• | You should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
• | The fund typically expects to pay sale proceeds by wire, ACH, or by mailing a check, to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, the fund may take up to seven days to pay sale proceeds. |
• | The fund reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• | Exchange orders are limited to other Schwab Funds (that are not Sweep Investments) and the Laudus International MarketMasters Fund, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
• | You should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
• | To materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders. |
• | To change or waive the fund’s investment minimums. |
• | To suspend the right to sell shares back to the fund, and delay sending proceeds, during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC. |
• | To withdraw or suspend any part of the offering made by this prospectus. |
Option | Feature |
Reinvestment | All dividends and capital gains distributions are invested automatically in shares of the fund. |
Cash/reinvestment mix | You receive payment for dividends, while any capital gains distributions are invested in shares of the fund. |
Cash | You receive payment for all dividends and capital gains distributions. |
Schwab Capital Trust | 811-07704 |
Schwab ® S&P 500 Index Fund | SWPPX |
Schwab 1000 Index ® Fund | SNXFX |
Schwab Small-Cap Index Fund ® | SWSSX |
Schwab Total Stock Market Index Fund ® | SWTSX |
Schwab ® U.S. Large-Cap Growth Index Fund | SWLGX |
Schwab ® U.S. Large-Cap Value Index Fund | SWLVX |
Schwab ® U.S. Mid-Cap Index Fund | SWMCX |
Schwab International Index Fund ® | SWISX |
Fund Summaries | |
|
1 |
|
4 |
|
7 |
|
10 |
|
13 |
|
16 |
|
19 |
|
22 |
|
25 |
|
25 |
|
25 |
|
27 |
|
28 |
|
30 |
|
32 |
|
34 |
|
35 |
|
37 |
|
39 |
|
40 |
|
48 |
|
50 |
|
50 |
|
51 |
|
53 |
|
53 |
|
56 |
Ticker Symbol: | SWPPX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$2 | $6 | $11 | $26 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (4.42%) | 8.41% | 13.02% |
After taxes on distributions | (5.05%) | 7.79% | 12.52% |
After taxes on distributions and sale of shares | (2.22%) | 6.56% | 10.87% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
S&P 500 Index | (4.38%) | 8.49% | 13.12% |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SNXFX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$5 | $16 | $28 | $64 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (4.91%) | 7.95% | 12.94% |
After taxes on distributions | (6.35%) | 6.71% | 11.88% |
After taxes on distributions and sale of shares | (1.97%) | 6.13% | 10.72% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Schwab 1000 Index | (4.87%) | 8.14% | 13.21% |
Russell 1000 ® Index | (4.78%) | 8.21% | 13.28% |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWSSX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$4 | $13 | $23 | $51 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (10.95%) | 4.45% | 12.95% |
After taxes on distributions | (13.21%) | 2.70% | 11.48% |
After taxes on distributions and sale of shares | (5.28%) | 3.20% | 10.55% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Russell 2000 Index | (11.01%) | 4.41% | 11.97% |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWTSX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$3 | $10 | $17 | $39 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (5.30%) | 7.81% | 13.16% |
After taxes on distributions | (5.92%) | 7.18% | 12.64% |
After taxes on distributions and sale of shares | (2.78%) | 6.06% | 10.98% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Dow Jones U.S. Total Stock Market Index | (5.30%) | 7.86% | 13.22% |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWLGX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$4 | $11 | $20 | $45 |
Average Annual Total Returns as of 12/31/18 | ||
1 Year |
Since
Inception (12/20/17) |
|
Before taxes | (1.56%) | (2.09%) |
After taxes on distributions | (1.82%) | (2.34%) |
After taxes on distributions and sale of shares | (0.77%) | (1.61%) |
Comparative Index (reflects no deduction for expenses or taxes) | ||
Russell 1000 Growth Index | (1.51%) | (2.05%) |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc. , Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWLVX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$4 | $11 | $20 | $45 |
Average Annual Total Returns as of 12/31/18 | ||
1 Year |
Since
Inception (12/20/17) |
|
Before taxes | (8.37%) | (7.85%) |
After taxes on distributions | (8.83%) | (8.29%) |
After taxes on distributions and sale of shares | (4.72%) | (6.03%) |
Comparative Index (reflects no deduction for expenses or taxes) | ||
Russell 1000 Value Index | (8.27%) | (7.76%) |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc. , Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWMCX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$4 | $13 | $23 | $51 |
Average Annual Total Returns as of 12/31/18 | ||
1 Year |
Since
Inception (12/20/17) |
|
Before taxes | (9.13%) | (8.50%) |
After taxes on distributions | (9.51%) | (8.87%) |
After taxes on distributions and sale of shares | (5.27%) | (6.55%) |
Comparative Index (reflects no deduction for expenses or taxes) | ||
Russell Midcap Index | (9.06%) | (8.44%) |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc. , Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWISX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$6 | $19 | $34 | $77 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (13.33%) | 0.50% | 6.08% |
After taxes on distributions | (13.85%) | (0.12%) | 5.50% |
After taxes on distributions and sale of shares | (7.32%) | 0.45% | 5.00% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
MSCI EAFE Index (Net) 1 | (13.79%) | 0.53% | 6.32% |
1 | The net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 40.23 | $ 33.38 | $ 33.00 | $ 31.99 | $ 27.78 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.80 1 | 0.74 1 | 0.69 1 | 0.67 1 | 0.56 | |
Net realized and unrealized gains (losses) | 2.12 | 6.99 | 0.69 | 0.92 | 4.13 | |
Total from investment operations | 2.92 | 7.73 | 1.38 | 1.59 | 4.69 | |
Less distributions: | ||||||
Distributions from net investment income | (0.72) | (0.69) | (0.68) | (0.58) | (0.48) | |
Distributions from net realized gains | (0.02) | (0.19) | (0.32) | – | – | |
Total distributions | (0.74) | (0.88) | (1.00) | (0.58) | (0.48) | |
Net asset value at end of period | $ 42.41 | $ 40.23 | $ 33.38 | $ 33.00 | $ 31.99 | |
Total return | 7.29% | 23.57% | 4.40% | 5.10% | 17.16% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.03% | 0.05% 2 | 0.09% | 0.09% | 0.09% | |
Net operating expenses | N/A 3 | 0.05% 2 | 0.09% | 0.09% | 0.09% | |
Net investment income (loss) | 1.88% | 2.01% | 2.12% | 2.07% | 1.89% | |
Portfolio turnover rate | 2% | 2% | 2% | 2% | 2% | |
Net assets, end of period (x 1,000,000) | $34,410 | $29,999 | $22,675 | $21,587 | $20,473 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $62.61 | $52.40 | $53.67 | $53.63 | $48.31 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) 1 | 1.18 | 1.08 | 0.95 | 0.94 | 0.83 | |
Net realized and unrealized gains (losses) | 3.05 | 10.96 | 0.92 | 1.40 | 6.74 | |
Total from investment operations | 4.23 | 12.04 | 1.87 | 2.34 | 7.57 | |
Less distributions: | ||||||
Distributions from net investment income | (1.10) | (0.97) | (0.96) | (0.86) | (0.75) | |
Distributions from net realized gains | (1.55) | (0.86) | (2.18) | (1.44) | (1.50) | |
Total distributions | (2.65) | (1.83) | (3.14) | (2.30) | (2.25) | |
Net asset value at end of period | $64.19 | $62.61 | $52.40 | $53.67 | $53.63 | |
Total return | 6.84% | 23.52% | 3.87% | 4.66% | 16.36% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.05% | 0.14% 2 | 0.33% | 0.33% | 0.33% | |
Net operating expenses | N/A 3 | 0.12% 2 | 0.29% | 0.29% | 0.29% | |
Net investment income (loss) | 1.82% | 1.87% | 1.86% | 1.77% | 1.64% | |
Portfolio turnover rate | 4% | 5% | 3% | 4% | 4% | |
Net assets, end of period (x 1,000,000) | $ 7,909 | $ 7,681 | $ 6,432 | $ 6,550 | $ 6,586 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $31.45 | $25.60 | $26.29 | $28.13 | $27.62 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) 1 | 0.43 | 0.38 | 0.39 | 0.38 | 0.35 | |
Net realized and unrealized gains (losses) | 0.20 | 6.62 | 0.59 | (0.34) | 1.76 | |
Total from investment operations | 0.63 | 7.00 | 0.98 | 0.04 | 2.11 | |
Less distributions: | ||||||
Distributions from net investment income | (0.39) | (0.39) | (0.36) | (0.34) | (0.31) | |
Distributions from net realized gains | (1.21) | (0.76) | (1.31) | (1.54) | (1.29) | |
Total distributions | (1.60) | (1.15) | (1.67) | (1.88) | (1.60) | |
Net asset value at end of period | $30.48 | $31.45 | $25.60 | $26.29 | $28.13 | |
Total return | 1.93% | 27.84% | 4.17% | 0.36% | 8.08% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.05% | 0.10% 2 | 0.20% | 0.20% | 0.21% | |
Net operating expenses | N/A 3 | 0.09% 2 | 0.17% | 0.17% | 0.17% | |
Net investment income (loss) | 1.33% | 1.31% | 1.60% | 1.37% | 1.27% | |
Portfolio turnover rate | 17% | 11% | 17% | 17% | 12% | |
Net assets, end of period (x 1,000,000) | $ 3,874 | $ 3,531 | $ 2,619 | $ 2,607 | $ 2,567 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $46.25 | $38.19 | $37.69 | $36.96 | $32.53 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.88 1 | 0.80 1 | 0.75 1 | 0.72 1 | 0.60 | |
Net realized and unrealized gains (losses) | 2.12 | 8.19 | 0.75 | 0.83 | 4.49 | |
Total from investment operations | 3.00 | 8.99 | 1.50 | 1.55 | 5.09 | |
Less distributions: | ||||||
Distributions from net investment income | (0.76) | (0.74) | (0.70) | (0.61) | (0.51) | |
Distributions from net realized gains | (0.11) | (0.19) | (0.30) | (0.21) | (0.15) | |
Total distributions | (0.87) | (0.93) | (1.00) | (0.82) | (0.66) | |
Net asset value at end of period | $48.38 | $46.25 | $38.19 | $37.69 | $36.96 | |
Total return | 6.51% | 23.89% | 4.19% | 4.36% | 15.93% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.03% | 0.05% 2 | 0.10% | 0.11% | 0.10% | |
Net operating expenses | N/A 3 | 0.05% 2 | 0.09% | 0.09% | 0.09% | |
Net investment income (loss) | 1.80% | 1.89% | 2.03% | 1.92% | 1.79% | |
Portfolio turnover rate | 4% | 2% | 1% | 2% | 1% | |
Net assets, end of period (x 1,000,000) | $ 8,410 | $ 6,720 | $ 4,850 | $ 4,477 | $ 4,049 |
12/20/17
1
–
10/31/18 |
||||||
Per-Share Data | ||||||
Net asset value at beginning of period | $40.00 | |||||
Income (loss) from investment operations: | ||||||
Net investment income (loss) 2 | 0.46 | |||||
Net realized and unrealized gains (losses) | 1.91 3 | |||||
Total from investment operations | 2.37 | |||||
Net asset value at end of period | $42.37 | |||||
Total return | 5.93% 4 | |||||
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.04% 5 , 6 | |||||
Net operating expenses | 0.02% 5 , 6 | |||||
Net investment income (loss) | 1.23% 5 | |||||
Portfolio turnover rate | 23% 4 | |||||
Net assets, end of period (x 1,000,000) | $ 93 |
12/20/17
1
–
10/31/18 |
||||||
Per-Share Data | ||||||
Net asset value at beginning of period | $40.00 | |||||
Income (loss) from investment operations: | ||||||
Net investment income (loss) 2 | 0.82 | |||||
Net realized and unrealized gains (losses) | (1.31) | |||||
Total from investment operations | (0.49) | |||||
Net asset value at end of period | $39.51 | |||||
Total return | (1.23%) 3 | |||||
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.04% 4 , 5 | |||||
Net operating expenses | 0.02% 4 , 5 | |||||
Net investment income (loss) | 2.36% 4 | |||||
Portfolio turnover rate | 22% 3 | |||||
Net assets, end of period (x 1,000,000) | $ 70 |
12/20/17
1
–
10/31/18 |
||||||
Per-Share Data | ||||||
Net asset value at beginning of period | $40.00 | |||||
Income (loss) from investment operations: | ||||||
Net investment income (loss) 2 | 0.59 | |||||
Net realized and unrealized gains (losses) | (1.04) | |||||
Total from investment operations | (0.45) | |||||
Net asset value at end of period | $39.55 | |||||
Total return | (1.13%) 3 | |||||
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.05% 4 , 5 | |||||
Net operating expenses | 0.03% 4 , 5 | |||||
Net investment income (loss) | 1.65% 4 | |||||
Portfolio turnover rate | 15% 3 | |||||
Net assets, end of period (x 1,000,000) | $ 171 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $21.01 | $17.52 | $18.49 | $19.42 | $19.92 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.62 1 | 0.55 1 | 0.53 1 | 0.54 1 | 0.64 | |
Net realized and unrealized gains (losses) | (2.06) | 3.49 | (1.03) | (0.86) | (0.63) | |
Total from investment operations | (1.44) | 4.04 | (0.50) | (0.32) | 0.01 | |
Less distributions: | ||||||
Distributions from net investment income | (0.57) | (0.55) | (0.47) | (0.61) | (0.51) | |
Net asset value at end of period | $19.00 | $21.01 | $17.52 | $18.49 | $19.42 | |
Total return | (7.11%) | 23.76% | (2.64%) | (1.53%) | 0.09% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.06% | 0.11% 2 | 0.23% | 0.23% | 0.23% | |
Net operating expenses | N/A 3 | 0.10% 2 | 0.19% | 0.19% | 0.19% | |
Net investment income (loss) | 2.99% | 2.88% | 3.06% | 2.82% | 3.42% | |
Portfolio turnover rate | 5% | 3% | 4% | 7% | 2% | |
Net assets, end of period (x 1,000,000) | $ 4,314 | $ 4,128 | $ 2,900 | $ 2,844 | $ 2,699 |
Fund | Management Fee |
Schwab S&P 500 Index Fund | 0.02% |
Schwab 1000 Index Fund | 0.05% |
Schwab Small-Cap Index Fund | 0.04% |
Schwab Total Stock Market Index Fund | 0.03% |
Schwab U.S. Large-Cap Growth Index Fund | 0.035% |
Schwab U.S. Large-Cap Value Index Fund | 0.035% |
Schwab U.S. Mid-Cap Index Fund | 0.04% |
Schwab International Index Fund | 0.06% |
• | For accounts held through a financial intermediary, each fund typically expects to pay sale proceeds to the financial intermediary for payment to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, each fund may take up to seven days to pay sale proceeds. |
• | Each fund reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• | Exchange orders are limited to other Schwab Funds (that are not Sweep Investments ® ) and the Laudus International MarketMasters Fund, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
• | You should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
• | Each fund typically expects to pay sale proceeds by wire, ACH, or by mailing a check, to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, each fund may take up to seven days to pay sale proceeds. |
• | Each fund reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• | Exchange orders are limited to other Schwab Funds (that are not Sweep Investments) and the Laudus International MarketMasters Fund, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
• | You should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
• | To materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders. |
• | To change or waive a fund’s investment minimums. |
• | To suspend the right to sell shares back to the fund, and delay sending proceeds, during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC. |
• | To withdraw or suspend any part of the offering made by this prospectus. |
Option | Feature |
Reinvestment | All dividends and capital gains distributions are invested automatically in shares of the fund. |
Cash/reinvestment mix | You receive payment for dividends, while any capital gains distributions are invested in shares of the fund. |
Cash | You receive payment for all dividends and capital gains distributions. |
Schwab Capital Trust | 811-07704 |
Schwab Investments | 811-06200 |
Schwab ® Fundamental US Large Company Index Fund | SFLNX |
Schwab ® Fundamental US Small Company Index Fund | SFSNX |
Schwab ® Fundamental International Large Company Index Fund | SFNNX |
Schwab ® Fundamental International Small Company Index Fund | SFILX |
Schwab ® Fundamental Emerging Markets Large Company Index Fund | SFENX |
* | SCHWAB is a registered trademark of Charles Schwab & Co., Inc. FUNDAMENTAL INDEX is a registered trademark of Research Affiliates LLC. |
Fund Summaries | |
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45 |
Ticker Symbol: | SFLNX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$26 | $80 | $141 | $318 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (7.27%) | 6.58% | 13.81% |
After taxes on distributions | (9.28%) | 5.03% | 12.81% |
After taxes on distributions and sale of shares | (2.95%) | 4.94% | 11.51% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Russell RAFI US Large Company Index 1 | (7.07%) | 6.91% | - |
Fundamental U.S. Large Company Spliced Index 2 | (7.07%) | 6.91% | 14.12% |
1 | The inception date of the Russell RAFI US Large Company Index is February 24, 2011. The fund began tracking the index on October 19, 2012. |
2 | The Fundamental U.S. Large Company Spliced Index is an internally calculated index, comprised of the FTSE RAFI U.S. 1000 Index from inception of the fund until the close of business on October 18, 2012 and the Russell RAFI US Large Company Index from October 19, 2012 forward. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SFSNX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$26 | $80 | $141 | $318 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (12.05%) | 4.62% | 14.30% |
After taxes on distributions | (14.59%) | 2.88% | 12.63% |
After taxes on distributions and sale of shares | (5.93%) | 3.35% | 11.73% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Russell RAFI US Small Company Index 1 | (11.93%) | 4.88% | - |
Fundamental U.S. Small Company Spliced Index 2 | (11.93%) | 4.88% | 14.71% |
1 | The inception date of the Russell RAFI US Small Company Index is February 24, 2011. The fund began tracking the index on October 19, 2012. |
2 | The Fundamental U.S. Small Company Spliced Index is an internally calculated index, comprised of the FTSE RAFI U.S. Mid Small 1500 Index from inception of the fund until the close of business on October 18, 2012 and the Russell RAFI US Small Company Index from October 19, 2012 forward. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SFNNX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$26 | $80 | $141 | $318 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (13.91%) | 0.53% | 6.55% |
After taxes on distributions | (14.44%) | (0.06%) | 6.04% |
After taxes on distributions and sale of shares | (7.56%) | 0.54% | 5.47% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Russell RAFI Developed ex US Large Company Index (Net) 1,2 | (14.11%) | 0.75% | - |
Fundamental Developed ex-U.S. Large Company Spliced Index 3 | (14.11%) | 0.75% | 7.21% |
1 | The net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes. |
2 | The inception date of the Russell RAFI Developed ex US Large Company Index (Net) is February 24, 2011. The fund began tracking the index on October 19, 2012. |
3 | The Fundamental Developed ex-U.S. Large Company Spliced Index is an internally calculated index, comprised of the FTSE RAFI Developed ex US 1000 Index from inception of the fund until the close of business on October 18, 2012 and the Russell RAFI Developed ex US Large Company Index (Net) from October 19, 2012 forward. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SFILX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$40 | $125 | $219 | $493 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (18.57%) | 2.82% | 9.78% |
After taxes on distributions | (19.54%) | 2.09% | 8.94% |
After taxes on distributions and sale of shares | (10.14%) | 2.21% | 8.00% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Russell RAFI Developed ex US Small Company Index (Net) 1,2 | (18.66%) | 3.22% | - |
Fundamental Developed ex-U.S. Small Company Spliced Index 3 | (18.66%) | 3.22% | 10.91% |
1 | The net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes. |
2 | The inception date of the Russell RAFI Developed ex US Small Company Index (Net) is February 24, 2011. The fund began tracking the index on October 19, 2012. |
3 | The Fundamental Developed ex-U.S. Small Company Spliced Index is an internally calculated index, comprised of the FTSE RAFI Developed ex US Mid Small 1500 Index from inception of the fund until the close of business on October 18, 2012 and the Russell RAFI Developed ex US Small Company Index (Net) from October 19, 2012 forward. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SFENX |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$40 | $125 | $219 | $493 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (9.93%) | 1.38% | 6.96% |
After taxes on distributions | (10.29%) | 0.94% | 6.48% |
After taxes on distributions and sale of shares | (5.20%) | 1.19% | 5.83% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Russell RAFI Emerging Markets Large Company Index (Net) 1,2 | (9.62%) | 2.16% | - |
Fundamental Emerging Markets Large Company Spliced Index 3 | (9.62%) | 2.16% | 8.46% |
1 | The net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes. |
2 | The inception date of the Russell RAFI Emerging Markets Large Company Index (Net) is February 24, 2011. The fund began tracking the index on October 19, 2012. |
3 | The Fundamental Emerging Markets Large Company Spliced Index is an internally calculated index, comprised of the FTSE RAFI Emerging Index from inception of the fund until the close of business on October 18, 2012 and the Russell RAFI Emerging Markets Large Company Index (Net) from October 19, 2012 forward. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $16.89 | $15.12 | $15.14 | $15.56 | $13.65 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.38 1 | 0.35 1 | 0.34 1 | 0.33 1 | 0.26 | |
Net realized and unrealized gains (losses) | 0.76 | 2.52 | 0.44 | (0.10) | 1.87 | |
Total from investment operations | 1.14 | 2.87 | 0.78 | 0.23 | 2.13 | |
Less distributions: | ||||||
Distributions from net investment income | (0.36) | (0.34) | (0.34) | (0.26) | (0.22) | |
Distributions from net realized gains | (0.20) | (0.76) | (0.46) | (0.39) | – | |
Total distributions | (0.56) | (1.10) | (0.80) | (0.65) | (0.22) | |
Net asset value at end of period | $17.47 | $16.89 | $15.12 | $15.14 | $15.56 | |
Total return | 6.83% | 19.69% | 5.61% | 1.44% | 15.74% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.25% | 0.31% 2 | 0.39% | 0.39% | 0.39% | |
Net operating expenses | N/A 3 | 0.30% 2 | 0.35% | 0.35% | 0.35% | |
Net investment income (loss) | 2.17% | 2.19% | 2.33% | 2.16% | 1.95% | |
Portfolio turnover rate | 10% | 15% | 11% | 12% | 14% | |
Net assets, end of period (x 1,000,000) | $ 4,887 | $ 5,367 | $ 4,569 | $ 4,886 | $ 4,465 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $15.32 | $12.69 | $12.82 | $13.51 | $12.78 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.22 1 | 0.21 1 | 0.18 1 | 0.18 1 | 0.14 | |
Net realized and unrealized gains (losses) | 0.17 | 2.68 | 0.43 | (0.03) | 1.23 | |
Total from investment operations | 0.39 | 2.89 | 0.61 | 0.15 | 1.37 | |
Less distributions: | ||||||
Distributions from net investment income | (0.21) | (0.17) | (0.18) | (0.16) | (0.12) | |
Distributions from net realized gains | (0.82) | (0.09) | (0.56) | (0.68) | (0.52) | |
Total distributions | (1.03) | (0.26) | (0.74) | (0.84) | (0.64) | |
Net asset value at end of period | $14.68 | $15.32 | $12.69 | $12.82 | $13.51 | |
Total return | 2.40% | 22.94% | 5.37% | 1.01% | 10.99% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.25% | 0.33% 2 | 0.43% | 0.43% | 0.44% | |
Net operating expenses | N/A 3 | 0.30% 2 | 0.35% | 0.35% | 0.35% | |
Net investment income (loss) | 1.42% | 1.43% | 1.50% | 1.37% | 1.14% | |
Portfolio turnover rate | 30% | 27% | 30% | 31% | 29% | |
Net assets, end of period (x 1,000,000) | $ 1,782 | $ 1,727 | $ 1,361 | $ 1,416 | $ 1,208 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 9.55 | $ 7.96 | $ 8.19 | $ 8.84 | $ 9.05 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.29 1 | 0.25 1 | 0.24 1 | 0.25 1 | 0.30 | |
Net realized and unrealized gains (losses) | (0.89) | 1.59 | (0.25) | (0.60) | (0.26) | |
Total from investment operations | (0.60) | 1.84 | (0.01) | (0.35) | 0.04 | |
Less distributions: | ||||||
Distributions from net investment income | (0.26) | (0.25) | (0.22) | (0.30) | (0.25) | |
Net asset value at end of period | $ 8.69 | $ 9.55 | $ 7.96 | $ 8.19 | $ 8.84 | |
Total return | (6.53%) | 23.83% | 0.07% | (4.07%) | 0.39% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.25% | 0.34% 2 | 0.46% | 0.46% | 0.48% | |
Net operating expenses | N/A 3 | 0.29% 2 | 0.35% | 0.35% | 0.35% | |
Net investment income (loss) | 3.10% | 2.92% | 3.20% | 2.96% | 3.52% | |
Portfolio turnover rate | 13% | 11% | 18% | 11% | 8% | |
Net assets, end of period (x 1,000,000) | $1,349 | $ 1,372 | $ 971 | $1,173 | $ 908 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $14.58 | $11.93 | $11.25 | $11.15 | $11.47 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) 1 | 0.33 | 0.27 | 0.25 | 0.22 | 0.22 | |
Net realized and unrealized gains (losses) | (1.70) | 2.67 | 0.66 | 0.12 | (0.23) | |
Total from investment operations | (1.37) | 2.94 | 0.91 | 0.34 | (0.01) | |
Less distributions: | ||||||
Distributions from net investment income | (0.34) | (0.29) | (0.23) | (0.19) | (0.31) | |
Distributions from net realized gains | (0.20) | – | – | (0.05) | – | |
Total distributions | (0.54) | (0.29) | (0.23) | (0.24) | (0.31) | |
Net asset value at end of period | $12.67 | $14.58 | $11.93 | $11.25 | $11.15 | |
Total return | (9.79%) | 25.23% | 8.29% | 3.09% | (0.07%) | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.39% | 0.48% 2 | 0.68% | 0.71% | 0.80% | |
Net operating expenses | N/A 3 | 0.43% 2 | 0.49% | 0.49% | 0.49% | |
Net investment income (loss) | 2.30% | 2.04% | 2.24% | 1.98% | 1.87% | |
Portfolio turnover rate | 26% | 21% | 40% | 37% | 41% | |
Net assets, end of period (x 1,000,000) | $ 763 | $ 749 | $ 476 | $ 427 | $ 275 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 9.38 | $ 7.86 | $ 6.67 | $ 8.60 | $ 9.24 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.27 1 | 0.22 1 | 0.16 1 | 0.20 1 | 0.20 | |
Net realized and unrealized gains (losses) | (0.83) | 1.47 | 1.22 | (1.92) | (0.66) | |
Total from investment operations | (0.56) | 1.69 | 1.38 | (1.72) | (0.46) | |
Less distributions: | ||||||
Distributions from net investment income | (0.22) | (0.17) | (0.19) | (0.21) | (0.18) | |
Net asset value at end of period | $ 8.60 | $ 9.38 | $ 7.86 | $ 6.67 | $ 8.60 | |
Total return | (6.09%) | 21.96% | 21.64% | (20.28%) | (5.03%) | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.39% | 0.57% 2 | 0.88% | 0.85% | 0.85% | |
Net operating expenses | N/A 3 | 0.43% 2 | 0.49% | 0.49% | 0.49% | |
Net investment income (loss) | 2.92% | 2.62% | 2.41% | 2.61% | 2.35% | |
Portfolio turnover rate | 19% | 18% | 20% | 27% | 19% | |
Net assets, end of period (x 1,000,000) | $ 548 | $ 554 | $ 336 | $ 304 | $ 346 |
• | For accounts held through a financial intermediary, each fund typically expects to pay sale proceeds to the financial intermediary for payment to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, each fund may take up to seven days to pay sale proceeds. |
• | Each fund reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• | Exchange orders are limited to other Schwab Funds (that are not Sweep Investments ® ) and the Laudus International MarketMasters Fund, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
• | You should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
• | Each fund typically expects to pay sale proceeds by wire, ACH, or by mailing a check, to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, each fund may take up to seven days to pay sale proceeds. |
• | Each fund reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• | Exchange orders are limited to other Schwab Funds (that are not Sweep Investments) and the Laudus International MarketMasters Fund, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
• | You should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
• | To materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders. |
• | To change or waive a fund’s investment minimums. |
• | To suspend the right to sell shares back to the fund, and delay sending proceeds, during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC. |
• | To withdraw or suspend any part of the offering made by this prospectus. |
Option | Feature |
Reinvestment | All dividends and capital gains distributions are invested automatically in shares of the fund. |
Cash/reinvestment mix | You receive payment for dividends, while any capital gains distributions are invested in shares of the fund. |
Cash | You receive payment for all dividends and capital gains distributions. |
Schwab Capital Trust | 811-07704 |
Ticker Symbol: | SWMIX |
1 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 1.25% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$127 | $397 | $686 | $1,511 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (19.14%) | 0.57% | 9.31% |
After taxes on distributions | (20.80%) | (0.38%) | 8.73% |
After taxes on distributions and sale of shares | (9.84%) | 0.60% | 7.88% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
MSCI EAFE Index (Net) 1 | (13.79%) | 0.53% | 6.32% |
1 | The net version of the index reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Investment Manager | Investment Style |
Approximate
Allocation of Net Assets (%) 1 |
American Century Investment Management, Inc. | International small-cap growth | 23.79% |
Harris Associates L.P. | International large-cap value | 22.01% |
Mellon Investments Corporation | International blend | 5.85% |
Mondrian Investment Partners Limited | International small-cap value | 24.40% |
William Blair Investment Management, LLC | International multi-cap growth | 22.03% |
Cash and other assets | — | 1.71% |
1 | Allocations may not add to 100% due to rounding. |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 26.96 | $21.16 | $22.71 | $22.95 | $23.68 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.24 1 | 0.22 1 | 0.19 1 | 0.21 1 | 0.28 | |
Net realized and unrealized gains (losses) | (3.09) | 5.76 | (0.23) | (0.10) | (0.65) | |
Total from investment operations | (2.85) | 5.98 | (0.04) | 0.11 | (0.37) | |
Less distributions: | ||||||
Distributions from net investment income | (0.36) | (0.18) | (0.31) | (0.35) | (0.36) | |
Distributions from net realized gains | (0.86) | – | (1.20) | – | – | |
Total distributions | (1.22) | (0.18) | (1.51) | (0.35) | (0.36) | |
Net asset value at end of period | $ 22.89 | $26.96 | $21.16 | $22.71 | $22.95 | |
Total return | (11.09%) | 28.52% | 0.00% 2 | 0.56% | (1.57%) | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses | 1.25% | 1.25% | 1.25% | 1.25% | 1.25% | |
Gross operating expenses | 1.51% | 1.53% | 1.54% | 1.50% | 1.47% | |
Net investment income (loss) | 0.92% | 0.92% | 0.93% | 0.91% | 1.20% | |
Portfolio turnover rate | 69% | 71% | 69% | 72% | 74% | |
Net assets, end of period (x 1,000,000) | $ 1,127 | $ 1,229 | $ 1,063 | $ 1,395 | $ 1,592 |
Investment Manager and Address |
Year
Founded/
Assets Under Management (as of 12/31/18) |
Portfolio Manager(s) | Employment Experience |
American
Century Investment
Management, Inc. 4500 Main Street Kansas City, MO 64111 |
Founded:
1958
$149.5 billion |
Trevor
Gurwich, Vice President
and Senior Portfolio Manager |
Rejoined the team that manages International Small Cap Strategy in 2005. He previously was a member of the team from 2001 until 2002. He joined American Century Investments in 1998 and became a portfolio manager in 2001. |
Investment Manager and Address |
Year
Founded/
Assets Under Management (as of 12/31/18) |
Portfolio Manager(s) | Employment Experience |
Federico
Laffan, Vice President
and Portfolio Manager |
Has been a member of the team that manages International Small Cap strategy since 2014 after previously being on the team from 2001 to 2008. He joined American Century Investments in 2001 and became a portfolio manager in 2004. | ||
Pratik Patel, Portfolio Manager | Has been a member of the team that manages International Small Cap strategy since 2009. He joined American Century Investments in 2009 as an investment analyst and became a portfolio manager in 2014. | ||
Harris
Associates L.P.
111 S. Wacker Drive Suite 4600 Chicago, IL 60606 |
Founded:
1976
$107 billion |
David
G. Herro, CFA,
Deputy Chairman, Chief Investment Officer, International Equities and Portfolio Manager |
Began his investment career in 1986. Joined Harris Associates in 1992. Mr. Herro holds a BS from the University of Wisconsin-Platteville and a MA from the University of Wisconsin-Milwaukee. |
Mike L. Manelli, CFA, Vice President, Portfolio Manager and Interational Investment Analyst | Mr. Manelli joined Harris Associates L.P. in 2005. Mr. Manelli has 16 years investment experience and holds a BBA from the University of Iowa. | ||
Mellon
Investments Corporation
BNY Mellon Center One Boston Place Boston, MA 02108 |
Founded:
1933
$497.8 billion |
Karen
Q. Wong, CFA,
Managing Director, Head of Equity Portfolio Management |
Ms. Wong is a managing director of equity index strategies with Mellon, where she has been employed since 2000. She holds a MBA from San Francisco State University in Finance, and a BS from San Francisco State University in Accounting and Statistics. |
Richard
A. Brown, CFA,
Managing Director, Senior Portfolio Manager, Team Leader |
Mr. Brown is a managing director of equity portfolio management with Mellon, where he has been employed since 1995. He holds an MBA from California State University at Hayward. | ||
Thomas
J. Durante, CFA,
Managing Director, Senior Portfolio Manager, Team Leader |
Mr. Durante is a managing director of equity portfolio management with Mellon, where he has been employed since 2000. He holds a B.A. degree from Fairfield University in Accounting. | ||
Mondrian
Investment Partners
Limited Fifth Floor 10 Gresham Street London EC2V 7JD |
Founded:
1990
$47.7 billion |
Ormala
Krishnan, PhD
(Investment and Finance), CIO – Small Cap Equities primarily responsible for day-to-day management and investment decisions. |
Began investment career in 1993. Joined Mondrian in May 2000 as a portfolio manager, emerging markets. Named to current position in 2013 and currently heads the international small capitalization team. |
Frances
M. Cuthbert
Senior Portfolio Manager |
Ms. Cuthbert is a graduate of the University of Edinburgh where she completed a MA (Hons) degree in Economics. She commenced her career at Deutsche Bank before joining Mondrian in 1999 with responsibilities in the International Small Capitalization Team. Ms. Cuthbert is a CFA Charterholder, a member of the CFA Institute and a member of the CFA Society of the UK. | ||
Aidan
Nicholson
Senior Portfolio Manager |
Having graduated from Pembroke College, Oxford with a Masters in Engineering, Economics & Management, Mr. Nicholson worked at Cazenove & Co. in the UK Smaller Companies Team, before moving to Mondrian in 2003 where he is a Senior Portfolio Manager on the International Small Capitalization Team. Mr. Nicholson is a CFA Charterholder, a member of the CFA Institute and a member of the CFA Society of the UK. |
Investment Manager and Address |
Year
Founded/
Assets Under Management (as of 12/31/18) |
Portfolio Manager(s) | Employment Experience |
William
Blair Investment Management, LLC
150 N. Riverside Plaza Chicago, IL 60606 |
Founded:
2014
$48.9 billion |
Simon
Fennell,
Partner, Portfolio Manager |
Simon Fennell joined William Blair & Company, LLC (an affiliate of William Blair Investment Management, LLC) in 2011. Prior to joining the firm, Mr. Fennell was a Managing Director in the Equities division at Goldman Sachs in London and Boston, where he was responsible for institutional, equity research coverage for European and International stocks. Previously, he was in the Corporate Finance Group at Lehman Brothers in London and Hong Kong, working in the M&A and Debt Capital Markets Groups. Mr. Fennell holds an MA from the University of Edinburgh and an MBA from Cornell University’s Johnson Graduate School of Management. |
Kenneth
J. McAtamney,
Partner, Portfolio Manager |
Kenneth J. McAtamney joined William Blair & Company, LLC (an affiliate of William Blair Investment Management, LLC) in 2005. Prior to joining the firm, he was Vice President for Goldman Sachs and Co., where he was responsible for institutional equity research coverage for both international and domestic equity, and he was a Corporate Banking Officer with NBD Bank. Mr. McAtamney holds a BA from Michigan State University and an MBA from Indiana University. |
• | For accounts held through a financial intermediary, the fund typically expects to pay sale proceeds to the financial intermediary for payment to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, the fund may take up to seven days to pay sale proceeds. |
• | The fund reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• | Exchange orders are limited to other Schwab Funds ® (that are not Sweep Investments ® ) and the Laudus International MarketMasters Fund, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
• | You should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
• | The fund typically expects to pay sale proceeds by wire, ACH, or by mailing a check, to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, the fund may take up to seven days to pay sale proceeds. |
• | The fund reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• | Exchange orders are limited to other Schwab Funds (that are not Sweep Investments) and the Laudus International MarketMasters Fund, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
• | You should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
• | To materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders. |
• | To change or waive the fund’s investment minimums. |
• | To suspend the right to sell shares back to the fund, and delay sending proceeds, during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC. |
• | To withdraw or suspend any part of the offering made by this prospectus. |
Option | Feature |
Reinvestment | All dividends and capital gains distributions are invested automatically in shares of the fund. |
Cash/reinvestment mix | You receive payment for dividends, while any capital gains distributions are invested in shares of your fund. |
Cash | You receive payment for all dividends and capital gains distributions. |
Schwab Capital Trust | 811-07704 |
Schwab MarketTrack All Equity Portfolio TM | SWEGX |
Schwab MarketTrack Growth Portfolio TM | SWHGX |
Schwab MarketTrack Balanced Portfolio TM | SWBGX |
Schwab MarketTrack Conservative Portfolio TM | SWCGX |
Fund Summaries | |
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31 |
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32 |
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33 |
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35 |
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35 |
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38 |
Ticker Symbol: | SWEGX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$53 | $167 | $291 | $653 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Investment Style Risk. Some underlying funds seek to track the performance of various segments of the stock market, as measured by their respective indices. Each underlying fund follows these stocks during upturns as well as downturns. Because of their indexing strategy, the underlying funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of an underlying fund’s expenses, the underlying fund’s performance is normally below that of the index. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the underlying fund is focused in an industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Tracking Error Risk. Each underlying index fund seeks to track the performance of its benchmark index, although it may not be successful in doing so. The divergence between the performance of a fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant. |
• | Sampling Index Tracking Risk. To the extent an underlying fund uses a sampling method, the underlying fund will not fully replicate its comparative index and may hold securities not included in the index. As a result, the underlying fund will be subject to the risk that the investment adviser’s investment management strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. If the underlying fund utilizes a sampling approach, it may not track the return of the index as well as it would if the underlying fund purchased all of the securities in the index. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. |
• | Fundamental Index Risk. The Fundamental Index methodology selects and weights stocks according to fundamental measures of company size: adjusted sales, retained operating cash flow, and dividends plus buybacks. During a period when securities of companies selected by these measures fall behind other types of investments, an underlying fund’s performance could be impacted. |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | Concentration Risk. To the extent that an underlying fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector, country or asset class, the underlying fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector, country or asset class. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | Exchange-Traded Fund (ETF) Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (9.54%) | 4.66% | 10.48% |
After taxes on distributions | (10.50%) | 3.43% | 9.68% |
After taxes on distributions and sale of shares | (4.90%) | 3.50% | 8.60% |
Comparative Indices (reflects no deduction for expenses or taxes) | |||
S&P 500 ® Index | (4.38%) | 8.49% | 13.12% |
All Equity Composite Index 1 | (9.21%) | 5.31% | 10.99% |
1 | The All Equity Composite Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on a comparable portfolio asset allocation that effective December 1, 2014 is calculated using the following portion allocations: 31.4% S&P 500 ® Index, 17.3% Russell 2000 ® Index, 13.5% Russell RAFI US Large Company Index, 7.5% Russell RAFI US Small Company Index, 13.8% MSCI EAFE Index (Net), 6.0% Russell RAFI Developed ex-US Large Company Index (Net), 5.0% Russell RAFI Developed ex-US Small Company Index (Net), 5.0% Russell RAFI Emerging Markets Large Company Index (Net), and 0.5% Bloomberg Barclays US Treasury Bills: 1-3 Months Index. From March 1, 2014 to December 1, 2014, the index was comprised of 45% S&P 500 Index , 25% Russell 2000 Index and 30% MSCI EAFE Index (Net). On March 1, 2014, the combination of the S&P 500 Index and Russell 2000 Index replaced the Dow Jones U.S. Total Stock Market Index in the custom index. Prior to March 1, 2014, the index was comprised of 70% Dow Jones U.S. Total Stock Market Index and 30% MSCI EAFE Index (Net). The components that make up the composite may vary over time. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWHGX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$52 | $164 | $285 | $640 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Investment Style Risk. Some underlying funds seek to track the performance of various segments of the stock market, as measured by their respective indices. Each underlying fund follows these stocks during upturns as well as downturns. Because of their indexing strategy, the underlying funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of an underlying fund’s expenses, the underlying fund’s performance is normally below that of the index. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the underlying fund is focused in an industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, the equity market tends to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Tracking Error Risk. Each underlying index fund seeks to track the performance of its benchmark index, although it may not be successful in doing so. The divergence between the performance of a fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant. |
• | Sampling Index Tracking Risk. To the extent an underlying fund uses a sampling method, the underlying fund will not fully replicate its comparative index and may hold securities not included in the index. As a result, the underlying fund will be subject to the risk that the investment adviser’s investment management strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. If the underlying fund utilizes a sampling approach, it may not track the return of the index as well as it would if the underlying fund purchased all of the securities in the index. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. |
• | Fundamental Index Risk. The Fundamental Index methodology selects and weights stocks according to fundamental measures of company size: adjusted sales, retained operating cash flow, and dividends plus buybacks. During a period when securities of companies selected by these measures fall behind other types of investments, an underlying fund’s performance could be impacted. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | Concentration Risk. To the extent that an underlying fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector, country or asset class, the underlying fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector, country or asset class. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may |
negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. | |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (7.20%) | 4.43% | 9.26% |
After taxes on distributions | (8.45%) | 2.89% | 8.26% |
After taxes on distributions and sale of shares | (3.45%) | 3.29% | 7.50% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
S&P 500 ® Index | (4.38%) | 8.49% | 13.12% |
Bloomberg Barclays US Aggregate Bond Index | 0.01% | 2.52% | 3.48% |
Growth Composite Index 1 | (6.87%) | 5.03% | 9.73% |
1 | The Growth Composite Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on a comparable portfolio asset allocation that effective December 1, 2014 is calculated using the following portion allocations: 28.1% S&P 500 ® Index, 14.0% Russell 2000 ® Index, 12.0% Russell RAFI US Large Company Index, 6.0% Russell RAFI US Small Company Index, 9.3% MSCI EAFE Index (Net), 4.0% Russell RAFI Developed ex-US Large Company Index (Net), 3.3% Russell RAFI Developed ex-US Small Company Index (Net), 3.3% Russell RAFI Emerging Markets Large Company Index (Net), 15.0% Bloomberg Barclays US Aggregate Bond Index, and 5.0% Bloomberg Barclays US Treasury Bills: 1-3 Months Index. From March 1, 2014 to December 1, 2014 the index was comprised of 40% S&P 500 Index, 20% Russell 2000 Index, 20% MSCI EAFE Index (Net), 15% Bloomberg Barclays US Aggregate Bond Index, and 5% Bloomberg Barclays US Treasury Bills: 1-3 Months Index. On March 1, 2014, the combination of the S&P 500 Index and Russell 2000 Index replaced the Dow Jones U.S. Total Stock Market Index in the custom index. Prior to March 1, 2014 the index was comprised of 60% Dow Jones U.S. Total Stock Market Index, 20% MSCI EAFE Index (Net), 15% Bloomberg Barclays US Aggregate Bond Index, and 5% Bloomberg Barclays US Treasury Bills: 1-3 Months Index. The components that make up the composite may vary over time. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWBGX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$51 | $160 | $280 | $628 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Investment Style Risk. Some underlying funds seek to track the performance of various segments of the stock market, as measured by their respective indices. Each underlying fund follows these stocks during upturns as well as downturns. Because of their indexing strategy, the underlying funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of an underlying fund’s expenses, the underlying fund’s performance is normally below that of the index. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the underlying fund is focused in an industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, the equity market tends to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Tracking Error Risk. Each underlying index fund seeks to track the performance of its benchmark index, although it may not be successful in doing so. The divergence between the performance of a fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant. |
• | Sampling Index Tracking Risk. To the extent an underlying fund uses a sampling method, the underlying fund will not fully replicate its comparative index and may hold securities not included in the index. As a result, the underlying fund will be subject to the risk that the investment adviser’s investment management strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. If the underlying fund utilizes a sampling approach, it may not track the return of the index as well as it would if the underlying fund purchased all of the securities in the index. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. |
• | Fundamental Index Risk. The Fundamental Index methodology selects and weights stocks according to fundamental measures of company size: adjusted sales, retained operating cash flow, and dividends plus buybacks. During a period when securities of companies selected by these measures fall behind other types of investments, an underlying fund’s performance could be impacted. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | Concentration Risk. To the extent that an underlying fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector, country or asset class, the underlying fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector, country or asset class. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may |
negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. | |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (5.44%) | 3.86% | 7.70% |
After taxes on distributions | (7.06%) | 2.19% | 6.56% |
After taxes on distributions and sale of shares | (2.28%) | 2.76% | 6.06% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
S&P 500 ® Index | (4.38%) | 8.49% | 13.12% |
Bloomberg Barclays US Aggregate Bond Index | 0.01% | 2.52% | 3.48% |
Balanced Composite Index 1 | (5.04%) | 4.46% | 8.23% |
1 | The Balanced Composite Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on a comparable portfolio asset allocation that effective December 1, 2014 is calculated using the following portion allocations: 21.0% S&P 500 ® Index, 10.5% Russell 2000 ® Index, 9.0% Russell RAFI US Large Company Index, 4.5% Russell RAFI US Small Company Index, 7.0% MSCI EAFE Index (Net), 3.0% Russell RAFI Developed ex-US Large Company Index (Net), 2.5% Russell RAFI Developed ex-US Small Company Index (Net), 2.5% Russell RAFI Emerging Markets Large Company Index (Net), 35.0% Bloomberg Barclays US Aggregate Bond Index, and 5.0% Bloomberg Barclays US Treasury Bills: 1-3 Months Index. From March 1, 2014 to December 1, 2014, the index was comprised of 30% S&P 500 Index, 15% Russell 2000 Index, 15% MSCI EAFE Index (Net), 35% Bloomberg Barclays US Aggregate Bond Index, and 5% Bloomberg Barclays US Treasury Bills: 1-3 Months Index. On March 1, 2014, the combination of the S&P 500 Index and Russell 2000 Index replaced the Dow Jones U.S. Total Stock Market Index in the custom index. Prior to March 1, 2014, the index was comprised of 45% Dow Jones U.S. Total Stock Market Index, 15% MSCI EAFE Index (Net), 35% Bloomberg Barclays US Aggregate Bond Index, and 5% Bloomberg Barclays US Treasury Bills: 1-3 Months Index. The components that make up the composite may vary over time. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWCGX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$50 | $157 | $274 | $616 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Investment Style Risk. Some underlying funds seek to track the performance of various segments of the stock market, as measured by their respective indices. Each underlying fund follows these stocks during upturns as well as downturns. Because of their indexing strategy, the underlying funds do not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of an underlying fund’s expenses, the underlying fund’s performance is normally below that of the index. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the underlying fund is focused in an industry or sector, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, the equity market tends to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Tracking Error Risk. Each underlying index fund seeks to track the performance of its benchmark index, although it may not be successful in doing so. The divergence between the performance of a fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant. |
• | Sampling Index Tracking Risk. To the extent an underlying fund uses a sampling method, the underlying fund will not fully replicate its comparative index and may hold securities not included in the index. As a result, the underlying fund will be |
subject to the risk that the investment adviser’s investment management strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. If the underlying fund utilizes a sampling approach, it may not track the return of the index as well as it would if the underlying fund purchased all of the securities in the index. | |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. |
• | Fundamental Index Risk. The Fundamental Index methodology selects and weights stocks according to fundamental measures of company size: adjusted sales, retained operating cash flow, and dividends plus buybacks. During a period when securities of companies selected by these measures fall behind other types of investments, an underlying fund’s performance could be impacted. |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | Concentration Risk. To the extent that an underlying fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector, country or asset class, the underlying fund may be adversely affected by the performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector, country or asset class. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market |
structures; and higher transaction costs. These risks may negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. | |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (3.71%) | 3.20% | 6.03% |
After taxes on distributions | (4.98%) | 2.03% | 5.11% |
After taxes on distributions and sale of shares | (1.64%) | 2.22% | 4.59% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
S&P 500 ® Index | (4.38%) | 8.49% | 13.12% |
Bloomberg Barclays US Aggregate Bond Index | 0.01% | 2.52% | 3.48% |
Conservative Composite Index 1 | (3.27%) | 3.84% | 6.66% |
1 | The Conservative Composite Index is a custom blended index developed by Charles Schwab Investment Management, Inc. based on a comparable portfolio asset allocation that effective December 1, 2014 is calculated using the following portion allocations: 14.0% S&P 500 ® Index, 7.0% Russell 2000 ® Index, 6.0% Russell RAFI US Large Company Index, 3.0% Russell RAFI US Small Company Index, 4.6% MSCI EAFE Index (Net), 2.0% Russell RAFI Developed ex-US Large Company Index (Net), 1.7% Russell RAFI Developed ex-US Small Company Index (Net), 1.7% Russell RAFI Emerging Markets Large Company Index (Net), 55.0% Bloomberg Barclays US Aggregate Bond Index, and 5.0% Bloomberg Barclays US Treasury Bills: 1-3 Months Index. From March 1, 2014 to December 1, 2014, the index was comprised of 20% S&P 500 Index, 10% Russell 2000 Index, 10% MSCI EAFE Index (Net), 55% Bloomberg Barclays US Aggregate Bond Index, and 5% Bloomberg Barclays US Treasury Bills: 1-3 Months Index. On March 1, 2014, the combination of the S&P 500 Index and Russell 2000 Index replaced the Dow Jones U.S. Total Stock Market Index in the custom index. Prior to March 1, 2014, the index was comprised of 30% Dow Jones U.S. Total Stock Market Index, 10% MSCI EAFE Index (Net), 55% Bloomberg Barclays US Aggregate Bond Index, and 5% Bloomberg Barclays US Treasury Bills: 1-3 Months Index. The components that make up the composite may vary over time. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Allocation and Underlying Fund |
All
Equity
Portfolio |
Growth
Portfolio |
Balanced
Portfolio |
Conservative
Portfolio |
U.S. Large-Cap | ✓ | ✓ | ✓ | ✓ |
Schwab S&P 500 Index Fund . Seeks to track the total return of the S&P 500 Index. Under normal circumstances, the fund will invest at least 80% of its net assets (including, for this purpose, any borrowings for investment purposes) in stocks that are included in the S&P 500 Index. | ||||
Schwab Fundamental US Large Company Index Fund . Seeks investment results that correspond generally (before fees and expenses) to the total return of the Russell RAFI™ US Large Company Index. The fund will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in stocks included in the index. |
Allocation and Underlying Fund |
All
Equity
Portfolio |
Growth
Portfolio |
Balanced
Portfolio |
Conservative
Portfolio |
U.S. Small-Cap | ✓ | ✓ | ✓ | ✓ |
Schwab Small-Cap Index Fund . Seeks to track the performance of a benchmark index that measures the total return of small capitalization U.S. stocks. Under normal circumstances, the fund invests at least 80% of its net assets (including, for this purpose, any borrowings for investment purposes) in these stocks; typically, the actual percentage is considerably higher. The fund generally seeks to replicate the performance of the index by giving the same weight to a given stock as the index does. However, when the investment adviser believes it is in the best interest of the fund, such as to avoid purchasing odd-lots (i.e., purchasing less than the usual number of shares traded for a security), for tax considerations, or to address liquidity considerations with respect to a stock, the investment adviser may cause the fund’s weighting of a stock to be more or less than the index’s weighting of the stock. The fund may sell securities that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index. The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity market. The Russell 2000 Index is a subset of the Russell 3000 ® Index, representing approximately the 2000 smallest issuers and, as of December 31, 2018, approximately 7.08% of the total market capitalization of the Russell 3000 Index. | ||||
Schwab Fundamental US Small Company Index Fund . Seeks investment results that correspond generally (before fees and expenses) to the total return of the Russell RAFI™ US Small Company Index. The fund will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in stocks included in the index. | ||||
International Large-Cap | ✓ | ✓ | ✓ | ✓ |
Schwab International Index Fund . Seeks to track the performance of the MSCI EAFE ® Index (Net) (the index), which measures the total return of large, publicly traded non-U.S. companies from countries with developed equity markets outside of the U.S. The fund seeks to replicate the performance of the index by giving the same weight to a given stock as does the index. | ||||
Schwab Fundamental International Large Company Index Fund . Seeks investment results that correspond generally (before fees and expenses) to the total return of the Russell RAFI™ Developed ex US Large Company Index. The fund will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in stocks included in the index. | ||||
International Small-Cap | ✓ | ✓ | ✓ | ✓ |
Schwab Fundamental International Small Company Index Fund . Seeks investment results that correspond generally (before fees and expenses) to the total return of the Russell RAFI™ Developed ex US Small Company Index. The fund will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in stocks included in the index. | ||||
Emerging Markets | ✓ | ✓ | ✓ | ✓ |
Schwab Fundamental Emerging Markets Large Company Index Fund . Seeks investment results that correspond generally (before fees and expenses) to the total return of the Russell RAFI™ Emerging Markets Large Company Index. The fund will invest at least 80% of its net assets (including, for this purpose, any borrowings for investment purposes) in stocks included in the index, including depositary receipts representing securities of the index; which may be in the form of American Depositary receipts (ADRs), Global Depositary receipts (GDRs) and European Depositary receipts (EDRs). | ||||
Fixed Income | ✓ | ✓ | ✓ | |
Schwab U.S. Aggregate Bond Index Fund . Seeks to track as closely as possible, before fees and expenses, the total return of an index composed of the total U.S. investment grade bond market. The fund generally invests in securities that are included in the Bloomberg Barclays US Aggregate Bond Index. Under normal circumstances, the fund will invest at least 90% of its net assets (net assets plus borrowings for investment purposes) in securities included in the index, including “to-be-announced” or “TBA” transactions. | ||||
Money Market Funds | ✓ | ✓ | ✓ | |
Schwab Government Money Fund™. Seeks highest current income consistent with stability of capital and liquidity. The fund will invest at least 99.5% of its total assets in cash, U.S. government securities and/or repurchase agreements that are collateralized fully by cash and/or U.S. government securities; under normal circumstances, at least 80% of the fund’s net assets (including, for this purpose, any borrowings for investment purposes) will be invested solely in U.S. government securities including repurchase agreements that are collateralized fully by U.S. government securities (excluding cash). | ||||
Schwab Treasury Obligations Money Fund™. Seeks current income consistent with stability of capital and liquidity. The fund will invest at least 99.5% of its total assets in cash, government securities and/or repurchase agreements that are collateralized fully by cash and/or government securities; under normal circumstances, at least 80% of the fund’s net assets (including, for this purpose, any borrowings for investment purposes) will be invested solely in U.S. Treasury obligations or repurchase agreements backed by such obligations (excluding cash). | ||||
Schwab Variable Share Price Money Fund™. Seeks current income consistent with stability of capital and liquidity. The fund invests in high-quality short-term money market investments issued by U.S. and foreign issuers. Unlike a traditional stable share price money market fund, the fund will not use the amortized cost method of valuation or round the per share net asset value (NAV) to the nearest whole cent and does not seek to maintain a stable share price. As a result, the fund’s share price, which is its NAV, will vary and reflect the effects of unrealized appreciation and depreciation and realized losses and gains. |
Major Asset Class | Sub-Asset Class |
Schwab
MarketTrack All Equity Portfolio
Allocation Target (%) |
Schwab
MarketTrack Growth Portfolio
Allocation Target (%) |
Schwab
MarketTrack Balanced Portfolio
Allocation Target (%) |
Schwab
MarketTrack
Conservative Portfolio Allocation Target (%) |
U.S. Stocks | Large-Cap | 44.8% | 40.0% | 30.0% | 20.0% |
Small-Cap | 24.8% | 20.0% | 15.0% | 10.0% | |
International Stocks | Developed Large-Cap | 19.8% | 13.3% | 10.0% | 6.7% |
Developed Small-Cap | 5.0% | 3.3% | 2.5% | 1.7% | |
Emerging Markets | 5.0% | 3.3% | 2.5% | 1.7% | |
Fixed Income | Intermediate-Term Bond | 0.0% | 15.0% | 35.0% | 55.0% |
Cash and Cash Equivalents (including Money Market Funds) | 0.5% | 5.0% | 5.0% | 5.0% | |
100% | 100% | 100% | 100% |
• | Equity Risk. The prices of equity securities in which the underlying funds invest rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, the equity market tends to move in cycles which may cause stock prices to fall over short or extended periods of time. Due to their fixed income features, preferred stocks provide higher income potential than issuers’ common stocks, but typically are more sensitive to interest rate changes than the underlying common stock. The rights of |
common stockholders are generally subordinate to the rights associated with an issuer’s preferred stocks and the rights of preferred stockholders are generally subordinate to the rights associated with an issuer’s debt securities on the distribution of an issuer’s assets in the event of a liquidation. | |
• | Tracking Error Risk. Each underlying index fund seeks to track the performance of its benchmark indices, although it may not be successful in doing so. The divergence between the performance of a fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, an underlying fund may not invest in certain securities in its benchmark index, or match the securities’ weighting to the benchmark, due to regulatory, operational, custodial or liquidity constraints, which may result in tracking error. An underlying fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of an underlying fund, operating expenses and trading costs all affect the ability of the fund to match the performance of its benchmark index, because the benchmark index does not have to manage cash flows and does not incur any costs. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. |
• | Large-Cap Company Risk. Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be unable to respond quickly to new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies. |
• | Small-Cap Company Risk. Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by larger companies. The value of securities issued by small-cap companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns. In addition, small-cap companies may have limited financial resources, management experience, product lines and markets, and their securities may trade less frequently and in more limited volumes than the securities of larger companies. Further, small-cap companies may have less publicly available information and such information may be inaccurate or incomplete. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. In certain countries, legal remedies available to investors may be more limited than those available with respect to investments in the U.S. These risks may negatively impact the value or liquidity of an underlying fund’s investments and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. In addition, an underlying fund’s investments in foreign securities may be subject to economic sanctions or other government restrictions, including trade tariffs, embargoes or limitations on trade which could have a significant impact on a country’s markets overall as well as global economies or markets. There also is the risk that the cost of buying, selling, and holding foreign securities, including brokerage, tax, and custody costs, may be higher than those involved in domestic transactions. The securities of some foreign companies may be less liquid and, at times, more volatile than securities of comparable U.S. companies. An underlying fund may also experience more rapid or extreme changes in value as compared to an underlying fund that invests solely in securities of U.S. companies because the securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. To the extent an underlying fund’s investments in a single country or a limited number of countries represent a large percentage of the underlying fund’s assets, the underlying fund’s performance may be adversely affected by the economic, political, regulatory and social conditions in those countries, and the underlying fund’s price may be more volatile than the price of an underlying fund that is geographically diversified. |
• | Depositary Receipt Risk. Foreign securities also include ADRs, which are U.S. dollar-denominated receipts representing shares of foreign-based corporations. ADRs are issued by U.S. banks or trust companies, and entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares. Foreign securities also include GDRs, which are similar to ADRs, but are shares of foreign-based corporations generally issued by international banks in one or more markets around the world. In addition, foreign securities include EDRs, similar to GDRs, are shares of foreign-based corporations generally issued by European banks that trade on exchanges outside of the bank’s home country. Investment in ADRs, GDRs and EDRs may be less liquid than the underlying shares in their primary trading market and GDRs, many of which are issued by companies in emerging markets, may be more volatile. |
• | Emerging Markets Risk. The risks of foreign investments apply to, and may be heightened in connection with, investments in emerging market countries or securities of issuers that conduct their business in emerging markets. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. It is sometimes difficult to obtain and enforce court judgments in such countries. There is often a greater potential for nationalization, expropriation, confiscatory taxation, government regulation, social instability or diplomatic developments (including war) in emerging market countries, which could adversely affect the economies of, or investments in securities of issuers located in, such countries. In addition, emerging markets are substantially smaller than developed markets, and the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there will tend to be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Currency Risk. An underlying fund’s investments in securities denominated in, and/or receiving revenues in, foreign currencies, will subject the underlying fund to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in an underlying fund would be adversely affected. Currency exchange rates may fluctuate in response to factors extrinsic to that country’s economy, which makes the forecasting of currency market movements extremely difficult. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates; intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund; or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to an underlying fund if it is unable to deliver or receive currency or monies in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. Forward contracts on foreign currencies are not traded on exchanges; rather, a bank or dealer will act as agent or as principal in order to make or take future delivery of a specified lot of a particular currency for the underlying fund’s account. An underlying fund is subject to the risk of a counterparty’s failure, inability or refusal to perform with respect to such contracts. |
• | Derivatives Risk. An underlying fund may use derivatives to enhance returns or hedge against market declines. Examples of derivatives are options, futures, options on futures and swaps. An option is the right to buy or sell an instrument at a specific price before a specific date. A future is an agreement to buy or sell a financial instrument at a specific price on a specific day. A swap is an agreement whereby two parties agree to exchange payment streams calculated in relation to a rate, index, instrument or certain securities and a predetermined amount. A credit default swap is an agreement in which the seller agrees to make a payment to the buyer in the event of a specified credit event in exchange for a fixed payment or series of fixed payments. |
An underlying fund’s use of derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as credit risk, leverage risk, liquidity risk and market risk are discussed elsewhere in this section. An underlying fund’s use of derivatives is also subject to lack of availability risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause an underlying fund to realize higher amounts of short-term capital gains. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase its volatility, and could cause an underlying fund to lose more than the initial amount invested. The use of derivatives that are subject to regulation by the Commodity Futures Trading Commission (CFTC) by an underlying fund could cause a fund to become a commodity pool, which would require the fund to comply with certain CFTC rules. |
• | ETF Risk. When an underlying fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses. Therefore, it may be more costly to own an ETF than to own the underlying securities directly. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF holds, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio securities. |
• | Liquidity Risk. Liquidity risk exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In addition, dealer inventories of certain securities – an indication of the ability of dealers to engage in “market making” – are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity. In such cases, an underlying fund, due to limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in |
illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large shareholder redemptions may impact the ability of an underlying fund to meet redemption requests within the required time period. In order to meet such redemption requests, the underlying fund may be forced to sell securities at inopportune times or prices. | |
• | Sampling Index Tracking Risk. If an underlying fund uses a sampling method, the underlying fund will not fully replicate its comparative index and may hold securities not included in the index. As a result, the underlying fund is subject to the risk that the investment adviser’s investment management strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. If the underlying fund utilizes a sampling approach, it may not track the return of the index as well as it would if the underlying fund purchased all of the securities in the index. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When an underlying fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the underlying fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. An underlying fund will also bear the risk of any decline in value of securities acquired with cash collateral. An underlying fund may pay lending fees to a party arranging the loan. |
• | Credit Risk. Certain of the underlying funds are subject to the risk that a decline in the credit quality of a portfolio investment could cause the fund’s share price to fall. The underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. The negative perceptions of an issuer’s ability to make such payments could also cause the price of that investment to decline. The credit quality of an underlying fund’s portfolio holdings can change rapidly in certain market environments and any default on the part of a single portfolio investment could cause the underlying fund’s share price or yield to fall. |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose the underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the underlying fund’s portfolio securities. The use of leverage may cause the underlying fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. |
• | Mortgage-Backed and Mortgage Pass-Through Securities Risk. Certain of the mortgage-backed securities in which an underlying fund may invest are not backed by the full faith and credit of the U.S. government and there can be no assurance that the U.S. government would provide financial support to its agencies or instrumentalities where it was not obligated to do so. Mortgage-backed securities tend to increase in value less than other debt securities when interest rates decline, but are subject to similar risk of decline in market value during periods of rising interest rates. Because of prepayment and extension risk, mortgage-backed securities react differently to changes in interest rates than other bonds. Small movements in interest rates-both increases and decreases-may quickly and significantly affect the value of certain mortgage-backed securities. Transactions in mortgage pass-through securities often occur through To be Announced (TBA) transactions. Default by or bankruptcy of a counterparty to a TBA transaction could expose an underlying fund to possible losses because of an adverse market action, expenses, or delays in connection with the purchase or sale of the pools of mortgage pass-through securities specified in the TBA transaction. |
• | Mortgage Dollar Rolls Risk. Mortgage dollar rolls are transactions in which an underlying fund sells mortgage-backed securities to a dealer and simultaneously agrees to repurchase similar securities in the future at a predetermined price. An underlying fund’s mortgage dollar rolls could lose money if the price of the mortgage-backed securities sold falls below the agreed upon repurchase price, or if the counterparty is unable to honor the agreement. |
• | Interest Rate Risk. An underlying fund’s investments in fixed income securities are subject to the risk that interest rates rise and fall over time. As with any investment whose yield reflects current interest rates, an underlying fund’s yield will change over time. During periods when interest rates are low, an underlying fund’s yield (and total return) also may be low. Changes in interest rates also may affect an underlying fund’s share price: a sharp rise in interest rates could cause the fund’s share price to fall. This risk is greater when the underlying fund holds bonds with longer maturities. An underlying fund may also lose money if interest rates rise sharply. The longer an underlying fund’s portfolio duration, the more sensitive to interest rate movements its share price is likely to be. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. An underlying fund is currently subject to heightened levels of interest rate risk because of the continued economic recovery, along with the fact that the Federal Reserve Board ended its quantitative easing program in 2014, and has begun, and may continue, to raise interest rates. Rising interest rates may decrease liquidity in the fixed income securities markets, making it more difficult for an underlying fund to sell its fixed income securities holdings at a time when the investment adviser might wish to sell such securities. In addition, decreased market liquidity also may make it more difficult to value some or all of an underlying fund’s fixed income securities |
holdings. To the extent that the investment adviser of an underlying fund anticipates interest rate trends imprecisely, the underlying fund could miss yield opportunities or its share price could fall. Inflation-protected securities may react differently to interest rate changes than other types of debt securities and, as discussed below, tend to react to changes in “real” interest rates. | |
• | Prepayment and Extension Risk. An underlying fund’s investments are subject to the risk that the securities may be paid off earlier or later than expected. Either situation could cause the fund to hold securities paying lower-than-market rates of interest, which could hurt the underlying fund’s yield or share price. In addition, rising interest rates tend to extend the duration of certain fixed income securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, an underlying fund may exhibit additional volatility. This is known as extension risk. When interest rates decline, borrowers may pay off their fixed income securities sooner than expected. This can reduce the returns of an underlying fund because the underlying fund will have to reinvest that money at the lower prevailing interest rates. This is known as prepayment risk. |
• | Money Market Fund Risk. In addition to the risks discussed under “Investment Risk” above, an investment by the fund in an underlying money market fund has additional risks. The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. In exchange for their emphasis on stability and liquidity, money market investments may offer lower long-term performance than stock or bond investments. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $18.76 | $15.90 | $17.00 | $17.17 | $15.99 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.28 1 | 0.27 1 | 0.27 1 | 0.29 1 | 0.21 | |
Net realized and unrealized gains (losses) | (0.05) | 3.33 | 0.31 | (0.23) | 1.24 | |
Total from investment operations | 0.23 | 3.60 | 0.58 | 0.06 | 1.45 | |
Less distributions: | ||||||
Distributions from net investment income | (0.33) | (0.30) | (0.53) | (0.23) | (0.27) | |
Distributions from net realized gains | (0.33) | (0.44) | (1.15) | – | – | |
Total distributions | (0.66) | (0.74) | (1.68) | (0.23) | (0.27) | |
Net asset value at end of period | $18.33 | $18.76 | $15.90 | $17.00 | $17.17 | |
Total return | 1.10% | 23.33% | 3.99% | 0.36% | 9.12% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 2 | 0.39% | 0.40% | 0.41% | 0.42% 3 | 0.50% | |
Gross operating expenses 2 | 0.39% | 0.40% | 0.42% | 0.43% 3 | 0.51% | |
Net investment income (loss) | 1.46% | 1.56% | 1.73% | 1.67% | 1.24% | |
Portfolio turnover rate | 5% | 5% | 6% | 42% 4 | 9% | |
Net assets, end of period (x 1,000,000) | $ 660 | $ 662 | $ 553 | $ 578 | $ 621 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $23.47 | $20.54 | $22.68 | $23.20 | $21.67 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.37 1 | 0.34 1 | 0.32 1 | 0.34 1 | 0.27 | |
Net realized and unrealized gains (losses) | (0.04) | 3.37 | 0.41 | (0.12) | 1.57 | |
Total from investment operations | 0.33 | 3.71 | 0.73 | 0.22 | 1.84 | |
Less distributions: | ||||||
Distributions from net investment income | (0.40) | (0.36) | (0.39) | (0.35) | (0.31) | |
Distributions from net realized gains | (0.73) | (0.42) | (2.48) | (0.39) | – | |
Total distributions | (1.13) | (0.78) | (2.87) | (0.74) | (0.31) | |
Net asset value at end of period | $22.67 | $23.47 | $20.54 | $22.68 | $23.20 | |
Total return | 1.28% | 18.52% | 3.88% | 0.95% | 8.55% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 2 | 0.39% | 0.40% | 0.41% | 0.42% 3 | 0.50% | |
Gross operating expenses 2 | 0.39% | 0.40% | 0.41% | 0.42% 3 | 0.51% | |
Net investment income (loss) | 1.59% | 1.57% | 1.61% | 1.50% | 1.20% | |
Portfolio turnover rate | 7% | 20% 4 | 12% | 36% 5 | 7% | |
Net assets, end of period (x 1,000,000) | $ 783 | $ 804 | $ 707 | $ 716 | $ 734 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $19.12 | $17.35 | $19.07 | $19.50 | $18.55 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.34 1 | 0.30 1 | 0.27 1 | 0.29 1 | 0.26 | |
Net realized and unrealized gains (losses) | (0.24) | 2.02 | 0.35 | (0.08) | 1.08 | |
Total from investment operations | 0.10 | 2.32 | 0.62 | 0.21 | 1.34 | |
Less distributions: | ||||||
Distributions from net investment income | (0.33) | (0.30) | (0.33) | (0.30) | (0.27) | |
Distributions from net realized gains | (0.65) | (0.25) | (2.01) | (0.34) | (0.12) | |
Total distributions | (0.98) | (0.55) | (2.34) | (0.64) | (0.39) | |
Net asset value at end of period | $18.24 | $19.12 | $17.35 | $19.07 | $19.50 | |
Total return | 0.44% | 13.71% | 3.92% | 1.10% | 7.28% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 2 | 0.40% | 0.40% | 0.41% | 0.42% 3 | 0.50% | |
Gross operating expenses 2 | 0.40% | 0.40% | 0.41% | 0.42% 3 | 0.51% | |
Net investment income (loss) | 1.79% | 1.67% | 1.60% | 1.51% | 1.30% | |
Portfolio turnover rate | 8% | 46% 4 | 15% | 36% 5 | 16% | |
Net assets, end of period (x 1,000,000) | $ 515 | $ 551 | $ 516 | $ 512 | $ 522 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $16.27 | $15.31 | $15.94 | $16.00 | $15.34 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.31 1 | 0.27 1 | 0.24 1 | 0.25 1 | 0.23 | |
Net realized and unrealized gains (losses) | (0.38) | 1.09 | 0.30 | (0.05) | 0.67 | |
Total from investment operations | (0.07) | 1.36 | 0.54 | 0.20 | 0.90 | |
Less distributions: | ||||||
Distributions from net investment income | (0.32) | (0.28) | (0.27) | (0.26) | (0.24) | |
Distributions from net realized gains | (0.25) | (0.12) | (0.90) | – | – | |
Total distributions | (0.57) | (0.40) | (1.17) | (0.26) | (0.24) | |
Net asset value at end of period | $15.63 | $16.27 | $15.31 | $15.94 | $16.00 | |
Total return | (0.49%) | 9.07% | 3.68% | 1.23% | 5.95% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 2 | 0.41% | 0.42% | 0.43% | 0.43% 3 | 0.50% | |
Gross operating expenses 2 | 0.41% | 0.42% | 0.44% | 0.44% 3 | 0.54% | |
Net investment income (loss) | 1.93% | 1.71% | 1.61% | 1.54% | 1.43% | |
Portfolio turnover rate | 9% | 74% 4 | 10% | 24% 5 | 9% | |
Net assets, end of period (x 1,000,000) | $ 239 | $ 251 | $ 238 | $ 228 | $ 223 |
• | For accounts held through a financial intermediary, each fund typically expects to pay sale proceeds to the financial intermediary for payment to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, each fund may take up to seven days to pay sale proceeds. |
• | Each fund reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• | Exchange orders are limited to other Schwab Funds (that are not Sweep Investments ® ) and the Laudus International MarketMasters Fund, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
• | You should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
• | Each fund typically expects to pay sale proceeds by wire, ACH, or by mailing a check, to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, each fund may take up to seven days to pay sale proceeds. |
• | Each fund reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• | Exchange orders are limited to other Schwab Funds (that are not Sweep Investments) and the Laudus International MarketMasters Fund, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
• | You should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
• | To materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders. |
• | To change or waive a fund’s investment minimums. |
• | To suspend the right to sell shares back to the fund, and delay sending proceeds, during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC. |
• | To withdraw or suspend any part of the offering made by this prospectus. |
Option | Feature |
Reinvestment | All dividends and capital gains distributions are invested automatically in shares of the fund. |
Cash/reinvestment mix | You receive payment for dividends, while any capital gains distributions are invested in shares of the fund. |
Cash | You receive payment for all dividends and capital gains distributions. |
Schwab Capital Trust | 811-07704 |
Schwab Target 2010 Fund | SWBRX |
Schwab Target 2015 Fund | SWGRX |
Schwab Target 2020 Fund | SWCRX |
Schwab Target 2025 Fund | SWHRX |
Schwab Target 2030 Fund | SWDRX |
Schwab Target 2035 Fund | SWIRX |
Schwab Target 2040 Fund | SWERX |
Schwab Target 2045 Fund | SWMRX |
Schwab Target 2050 Fund | SWNRX |
Schwab Target 2055 Fund | SWORX |
Schwab Target 2060 Fund | SWPRX |
Fund Summaries | |
|
1 |
|
5 |
|
9 |
|
13 |
|
17 |
|
21 |
|
25 |
|
29 |
|
33 |
|
37 |
|
41 |
|
45 |
|
46 |
|
46 |
|
55 |
|
56 |
|
67 |
|
69 |
|
74 |
|
75 |
|
75 |
|
76 |
|
78 |
|
78 |
|
81 |
Ticker Symbol: | SWBRX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
2 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. This agreement is limited to the fund’s direct operating expenses and does not apply to AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$34 | $106 | $185 | $418 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Management Risk. Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired results. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of |
derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large impact on the underlying fund. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (3.45%) | 3.21% | 6.30% |
After taxes on distributions | (5.19%) | 2.24% | 5.44% |
After taxes on distributions and sale of shares | (1.46%) | 2.16% | 4.76% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Dow Jones U.S. Total Stock Market Index | (5.30%) | 7.86% | 13.22% |
Bloomberg Barclays U.S. Aggregate Bond Index | 0.01% | 2.52% | 3.48% |
Target 2010 Composite Index 1 | (2.33%) | 3.69% | 6.73% |
1 | The Target 2010 Composite Index is a custom blended index developed by CSIM based on the 2010 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S. Total Stock Market Index was replaced by a combination of the S&P 500 ® Index and the Russell 2000 ® Index. Effective August 24, 2018, the FTSE Non-U.S. Dollar World Government Bond Index was replaced by the Bloomberg Barclays Global Aggregate ex-US Hedged Index. Effective August 24, 2018, the composite is derived using the following portion allocations: 22.2% S&P 500 ® Index, 0.8% Russell Midcap ® Index, 2.0% Russell 2000 ® Index, 9.8% MSCI EAFE Index (Net), 38.3% Bloomberg Barclays US Aggregate Bond Index, 1.8% FTSE EPRA/NAREIT Global Index (Net), 6.4% Bloomberg Barclays US Treasury Inflation-Linked Bond Index (Series-L), 1.2% Bloomberg Barclays Global Aggregate ex-US Hedged Index, 1.1% Bloomberg Barclays US Government/Credit Index, 9.8% Bloomberg Barclays US Government/Credit 1-5 Year Index, and 6.8% Bloomberg Barclays US Treasury Bills 1-3 Month Index. The components that make up the composite index may vary over time. The composite index represents target allocations for 2018. Percentages listed may not total to 100% due to rounding. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWGRX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
2 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. This agreement is limited to the fund’s direct operating expenses and does not apply to AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$36 | $113 | $197 | $443 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Management Risk. Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired results. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of |
derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large impact on the underlying fund. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (3.79%) | 3.24% | 7.08% |
After taxes on distributions | (5.26%) | 1.51% | 5.89% |
After taxes on distributions and sale of shares | (1.79%) | 2.11% | 5.41% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Dow Jones U.S. Total Stock Market Index | (5.30%) | 7.86% | 13.22% |
Bloomberg Barclays U.S. Aggregate Bond Index | 0.01% | 2.52% | 3.48% |
Target 2015 Composite Index 1 | (2.56%) | 3.80% | 7.43% |
1 | The Target 2015 Composite Index is a custom blended index developed by CSIM based on the 2015 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S. Total Stock Market Index was replaced by a combination of the S&P 500 ® Index and the Russell 2000 ® Index. Effective August 24, 2018, the FTSE Non-U.S. Dollar World Government Bond Index was replaced by the Bloomberg Barclays Global Aggregate ex-US Hedged Index. Effective August 24, 2018, the composite is derived using the following portion allocations: 23.3% S&P 500 ® Index, 0.8% Russell Midcap ® Index, 2.1% Russell 2000 ® Index, 10.8% MSCI EAFE Index (Net), 36.7% Bloomberg Barclays US Aggregate Bond Index, 2.0% FTSE EPRA/NAREIT Global Index (Net), 6.1% Bloomberg Barclays US Treasury Inflation-Linked Bond Index (Series-L), 1.3% Bloomberg Barclays Global Aggregate ex-US Hedged Index, 1.3% Bloomberg Barclays US Government/Credit Index, 9.3% Bloomberg Barclays US Government/Credit 1-5 Year Index, and 6.4% Bloomberg Barclays US Treasury Bills 1-3 Month Index. The components that make up the composite index may vary over time. The composite index represents target allocations for 2018. Percentages listed may not total to 100% due to rounding. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWCRX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
2 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. This agreement is limited to the fund’s direct operating expenses and does not apply to AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$42 | $132 | $230 | $518 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Management Risk. Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired results. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period |
when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. | |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large impact on the underlying fund. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (4.47%) | 3.67% | 8.13% |
After taxes on distributions | (6.06%) | 2.22% | 7.06% |
After taxes on distributions and sale of shares | (2.02%) | 2.53% | 6.35% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Dow Jones U.S. Total Stock Market Index | (5.30%) | 7.86% | 13.22% |
Bloomberg Barclays U.S. Aggregate Bond Index | 0.01% | 2.52% | 3.48% |
Target 2020 Composite Index 1 | (3.06%) | 4.30% | 8.35% |
1 | The Target 2020 Composite Index is a custom blended index developed by CSIM based on the 2020 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S. Total Stock Market Index was replaced by a combination of the S&P 500 ® Index and the Russell 2000 ® Index. Effective August 24, 2018, the FTSE Non-U.S. Dollar World Government Bond Index was replaced by the Bloomberg Barclays Global Aggregate ex-US Hedged Index. Effective August 24, 2018, the composite is derived using the following portion allocations: 27.0% S&P 500 ® Index, 0.9% Russell Midcap ® Index, 2.6% Russell 2000 ® Index, 13.2% MSCI EAFE Index (Net), 32.8% Bloomberg Barclays US Aggregate Bond Index, 2.3% FTSE EPRA/NAREIT Global Index (Net), 0.5% Bloomberg Barclays US Intermediate Aggregate Bond Index, 0.3% MSCI Emerging Markets Index Net), 4.2% Bloomberg Barclays US Treasury Inflation-Linked Bond Index (Series-L), 1.6% Bloomberg Barclays Global Aggregate ex-US Hedged Index, 1.9% Bloomberg Barclays US Government/Credit Index, 7.3% Bloomberg Barclays US Government/Credit 1-5 Year Index, and 5.3% Bloomberg Barclays US Treasury Bills 1-3 Month Index. The components that make up the composite index may vary over time. The composite index represents target allocations for 2018. Percentages listed may not total to 100% due to rounding. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWHRX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
2 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. This agreement is limited to the fund’s direct operating expenses and does not apply to AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$51 | $160 | $280 | $628 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Management Risk. Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired results. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period |
when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. | |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large impact on the underlying fund. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (6.00%) | 4.00% | 8.95% |
After taxes on distributions | (7.49%) | 2.44% | 7.88% |
After taxes on distributions and sale of shares | (2.88%) | 2.77% | 7.07% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Dow Jones U.S. Total Stock Market Index | (5.30%) | 7.86% | 13.22% |
Bloomberg Barclays U.S. Aggregate Bond Index | 0.01% | 2.52% | 3.48% |
Target 2025 Composite Index 1 | (4.22%) | 4.69% | 9.03% |
1 | The Target 2025 Composite Index is a custom blended index developed by CSIM based on the 2025 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S. Total Stock Market Index was replaced by a combination of the S&P 500 ® Index and the Russell 2000 ® Index. Effective August 24, 2018, the FTSE Non-U.S. Dollar World Government Bond Index was replaced by the Bloomberg Barclays Global Aggregate ex-US Hedged Index. Effective August 24, 2018, the composite is derived using the following portion allocations: 33.3% S&P 500 ® Index, 1.2% Russell Midcap ® Index, 3.8% Russell 2000 ® Index, 16.7% MSCI EAFE Index (Net), 25.5% Bloomberg Barclays US Aggregate Bond Index, 3.0% FTSE EPRA/NAREIT Global Index (Net), 1.1% Bloomberg Barclays US Intermediate Aggregate Bond Index, 1.1% MSCI Emerging Markets Index (Net), 1.4% Bloomberg Barclays US Treasury Inflation-Linked Bond Index (Series-L), 1.8% Bloomberg Barclays Global Aggregate ex-US Hedged Index, 2.9% Bloomberg Barclays US Government/Credit Index, 4.4% Bloomberg Barclays US Government/Credit 1-5 Year Index, and 3.9% Bloomberg Barclays US Treasury Bills 1-3 Month Index. The components that make up the composite index may vary over time. The composite index represents target allocations for 2018. Percentages listed may not total to 100% due to rounding. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWDRX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
2 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. This agreement is limited to the fund’s direct operating expenses and does not apply to AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$58 | $183 | $318 | $714 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Management Risk. Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired results. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period |
when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. | |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large impact on the underlying fund. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (7.20%) | 4.18% | 9.41% |
After taxes on distributions | (8.85%) | 2.52% | 8.29% |
After taxes on distributions and sale of shares | (3.42%) | 2.95% | 7.49% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Dow Jones U.S. Total Stock Market Index | (5.30%) | 7.86% | 13.22% |
Bloomberg Barclays U.S. Aggregate Bond Index | 0.01% | 2.52% | 3.48% |
Target 2030 Composite Index 1 | (5.12%) | 4.96% | 9.52% |
1 | The Target 2030 Composite Index is a custom blended index developed by CSIM based on the 2030 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S. Total Stock Market Index was replaced by a combination of the S&P 500 ® Index and the Russell 2000 ® Index. Effective August 24, 2018, the FTSE Non-U.S. Dollar World Government Bond Index was replaced by the Bloomberg Barclays Global Aggregate ex-US Hedged Index. Effective August 24, 2018, the composite is derived using the following portion allocations: 37.6% S&P 500 ® Index, 1.3% Russell Midcap ® Index, 4.7% Russell 2000 ® Index, 19.4% MSCI EAFE Index (Net), 19.6% Bloomberg Barclays US Aggregate Bond Index, 3.4% FTSE EPRA/NAREIT Global Index (Net), 1.3% Bloomberg Barclays US. Intermediate Aggregate Bond Index, 2.0% MSCI Emerging Markets Index (Net), 1.7% Bloomberg Barclays Global Aggregate ex-US Hedged Index, 3.3% Bloomberg Barclays US Government/Credit Index, 2.6% Bloomberg Barclays US Government/Credit 1-5 Year Index, and 3.0% Bloomberg Barclays US Treasury Bills 1-3 Month Index. The components that make up the composite index may vary over time. The composite index represents target allocations for 2018. Percentages listed may not total to 100% due to rounding. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWIRX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
2 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. This agreement is limited to the fund’s direct operating expenses and does not apply to AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$63 | $199 | $346 | $774 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Management Risk. Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired results. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period |
when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. | |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large impact on the underlying fund. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (8.25%) | 4.31% | 9.91% |
After taxes on distributions | (9.88%) | 2.66% | 8.83% |
After taxes on distributions and sale of shares | (4.02%) | 3.04% | 7.94% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Dow Jones U.S. Total Stock Market Index | (5.30%) | 7.86% | 13.22% |
Bloomberg Barclays U.S. Aggregate Bond Index | 0.01% | 2.52% | 3.48% |
Target 2035 Composite Index 1 | (5.87%) | 5.16% | 9.99% |
1 | The Target 2035 Composite Index is a custom blended index developed by CSIM based on the 2035 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S. Total Stock Market Index was replaced by a combination of the S&P 500 ® Index and the Russell 2000 ® Index. Effective August 24, 2018, the FTSE Non-U.S. Dollar World Government Bond Index was replaced by the Bloomberg Barclays Global Aggregate ex-US Hedged Index. Effective August 24, 2018, the composite is derived using the following portion allocations: 40.9% S&P 500 ® Index, 1.4% Russell Midcap ® Index, 5.6% Russell 2000 ® Index, 21.4% MSCI EAFE Index (Net), 14.0% Bloomberg Barclays US Aggregate Bond Index, 3.8% FTSE EPRA/NAREIT Global Index (Net), 1.3% Bloomberg Barclays US Intermediate Aggregate Bond Index, 2.9% MSCI Emerging Markets Index (Net), 1.5% Bloomberg Barclays Global Aggregate ex-US Hedged Index, 3.1% Bloomberg Barclays US Government/Credit Index, 1.5% Bloomberg Barclays US Government/Credit 1-5 Year Index, and 2.6% Bloomberg Barclays US Treasury Bills 1-3 Month Index. The components that make up the composite index may vary over time. The composite index represents target allocations for 2018. Percentages listed may not total to 100% due to rounding. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWERX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
2 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. This agreement is limited to the fund’s direct operating expenses and does not apply to AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$68 | $214 | $373 | $835 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Management Risk. Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired results. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period |
when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. | |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large impact on the underlying fund. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years | 10 Years | |
Before taxes | (9.12%) | 4.43% | 10.22% |
After taxes on distributions | (10.99%) | 2.64% | 9.07% |
After taxes on distributions and sale of shares | (4.34%) | 3.16% | 8.23% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Dow Jones U.S. Total Stock Market Index | (5.30%) | 7.86% | 13.22% |
Bloomberg Barclays U.S. Aggregate Bond Index | 0.01% | 2.52% | 3.48% |
Target 2040 Composite Index 1 | (6.58%) | 5.33% | 10.36% |
1 | The Target 2040 Composite Index is a custom blended index developed by CSIM based on the 2040 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S. Total Stock Market Index was replaced by a combination of the S&P 500 ® Index and the Russell 2000 ® Index. Effective August 24, 2018, the FTSE Non-U.S. Dollar World Government Bond Index was replaced by the Bloomberg Barclays Global Aggregate ex-US Hedged Index. Effective August 24, 2018, the composite is derived using the following portion allocations: 43.8% S&P 500 ® Index, 1.6 Russell Midcap ® Index, 6.4% Russell 2000 ® Index, 23.3% MSCI EAFE Index (Net), 9.1% Bloomberg Barclays US Aggregate Bond Index, 4.2% FTSE EPRA/NAREIT Global Index (Net), 1.2% Bloomberg Barclays US Intermediate Aggregate Bond Index, 3.8% MSCI Emerging Markets Index (Net), 1.1% Bloomberg Barclays Global Aggregate ex-US Hedged Index, 2.6% Bloomberg Barclays US Government/Credit Index, 0.7% Bloomberg Barclays US Government/Credit 1-5 Year Index, and 2.2% Bloomberg Barclays US Treasury Bills 1-3 Month Index. The components that make up the composite index may vary over time. The composite index represents target allocations for 2018. Percentages listed may not total to 100% due to rounding. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWMRX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
2 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. This agreement is limited to the fund’s direct operating expenses and does not apply to AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$73 | $227 | $395 | $883 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Management Risk. Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired results. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period |
when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. | |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large impact on the underlying fund. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years |
Since
Inception (1/23/13) |
|
Before taxes | (9.83%) | 4.46% | 7.25% |
After taxes on distributions | (11.30%) | 3.16% | 6.03% |
After taxes on distributions and sale of shares | (4.99%) | 3.25% | 5.50% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Dow Jones U.S. Total Stock Market Index | (5.30%) | 7.86% | 10.97% |
Bloomberg Barclays U.S. Aggregate Bond Index | 0.01% | 2.52% | 1.80% |
Target 2045 Composite Index 1 | (7.13%) | 5.41% | 7.94% |
1 | The Target 2045 Composite Index is a custom blended index developed by CSIM based on the 2045 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S. Total Stock Market Index was replaced by a combination of the S&P 500 ® Index and the Russell 2000 ® Index. Effective August 24, 2018, the FTSE Non-U.S. Dollar World Government Bond Index was replaced by the Bloomberg Barclays Global Aggregate ex-US Hedged Index. Effective August 24, 2018, the composite is derived using the following portion allocations: 45.8% S&P 500 ® Index, 1.6 % Russell Midcap ® Index, 7.0% Russell 2000 ® Index, 24.7% MSCI EAFE Index (Net), 5.8% Bloomberg Barclays US Aggregate Bond Index, 4.4% FTSE EPRA/NAREIT Global Index (Net), 1.0% Bloomberg Barclays US Intermediate Aggregate Bond Index, 4.6% MSCI Emerging Markets Index (Net), 0.8% Bloomberg Barclays Global Aggregate ex-US Hedged Index, 2.0% Bloomberg Barclays US Government/Credit Index, 0.3% Bloomberg Barclays US Government/Credit 1-5 Year Index, and 2.1% Bloomberg Barclays US Treasury Bills 1-3 Month Index. The components that make up the composite index may vary over time. The composite index represents target allocations for 2018. Percentages listed may not total to 100% due to rounding. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWNRX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
2 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. This agreement is limited to the fund’s direct operating expenses and does not apply to AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$75 | $233 | $406 | $906 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Management Risk. Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired results. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period |
when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. | |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large impact on the underlying fund. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years |
Since
Inception (1/23/13) |
|
Before taxes | (10.14%) | 4.53% | 7.41% |
After taxes on distributions | (11.58%) | 3.23% | 6.20% |
After taxes on distributions and sale of shares | (5.18%) | 3.31% | 5.64% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Dow Jones U.S. Total Stock Market Index | (5.30%) | 7.86% | 10.97% |
Bloomberg Barclays U.S. Aggregate Bond Index | 0.01% | 2.52% | 1.80% |
Target 2050 Composite Index 1 | (7.45%) | 5.47% | 8.09% |
1 | The Target 2050 Composite Index is a custom blended index developed by CSIM based on the 2050 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S. Total Stock Market Index was replaced by a combination of the S&P 500 ® Index and the Russell 2000 ® Index. Effective August 24, 2018, the FTSE Non-U.S. Dollar World Government Bond Index was replaced by the Bloomberg Barclays Global Aggregate ex-US Hedged Index. Effective August 24, 2018, the composite is derived using the following portion allocations: 46.8% S&P 500 ® Index, 1.7% Russell Midcap ® Index, 7.3% Russell 2000 ® Index, 25.5% MSCI EAFE Index (Net), 4.0% Bloomberg Barclays US Aggregate Bond Index, 4.6% FTSE EPRA/NAREIT Global Index (Net), 0.8% Bloomberg Barclays US Intermediate Aggregate Bond Index, 5.1% MSCI Emerging Markets Index (Net), 0.6% Bloomberg Barclays Global Aggregate ex-US Hedged Index, 1.5% Bloomberg Barclays US Government/Credit Index, 0.1% Bloomberg Barclays US Government/Credit 1-5 Year Index, and 2.0% Bloomberg Barclays US Treasury Bills 1-3 Month Index. The components that make up the composite index may vary over time. The composite index represents target allocations for 2018. Percentages listed may not total to 100% due to rounding. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWORX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
2 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. This agreement is limited to the fund’s direct operating expenses and does not apply to AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$76 | $237 | $411 | $918 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Management Risk. Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired results. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period |
when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. | |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large impact on the underlying fund. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years |
Since
Inception (1/23/13) |
|
Before taxes | (10.44%) | 4.55% | 7.49% |
After taxes on distributions | (11.83%) | 3.28% | 6.30% |
After taxes on distributions and sale of shares | (5.38%) | 3.34% | 5.71% |
Comparative Indices (reflect no deduction for expenses or taxes) | |||
Dow Jones U.S. Total Stock Market Index | (5.30%) | 7.86% | 10.97% |
Bloomberg Barclays U.S. Aggregate Bond Index | 0.01% | 2.52% | 1.80% |
Target 2055 Composite Index 1 | (7.72%) | 5.51% | 8.20% |
1 | The Target 2055 Composite Index is a custom blended index developed by CSIM based on the 2055 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective March 1, 2014, the Dow Jones U.S. Total Stock Market Index was replaced by a combination of the S&P 500 ® Index and the Russell 2000 ® Index. Effective August 24, 2018, the FTSE Non-U.S. Dollar World Government Bond Index was replaced by the Bloomberg Barclays Global Aggregate ex-US Hedged Index. Effective August 24, 2018, the composite is derived using the following portion allocations: 47.7% S&P 500 ® Index, 1.7% Russell Midcap ® Index, 7.6% Russell 2000 ® Index, 26.2% MSCI EAFE Index (Net), 2.5% Bloomberg Barclays US Aggregate Bond Index, 4.7% FTSE EPRA/NAREIT Global Index (Net), 0.5% Bloomberg Barclays US Intermediate Aggregate Bond Index, 5.6% MSCI Emerging Markets Index (Net), 0.4% Bloomberg Barclays Global Aggregate ex-US Hedged Index, 1.0% Bloomberg Barclays US Government/Credit Index, and 2.0% Bloomberg Barclays US Treasury Bills 1-3 Month Index. The components that make up the composite index may vary over time. The composite index represents target allocations for 2018. Percentages listed may not total to 100% due to rounding. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
Ticker Symbol: | SWPRX |
1 | AFFE reflect fees and expenses incurred indirectly by the fund through its investments in the underlying funds. The total annual fund operating expenses in the fee table may differ from the expense ratios in the fund’s “Financial Highlights” that include only the fund’s direct operating expenses and not AFFE. |
2 | The investment adviser and its affiliates have agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of the fund to 0.00% for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. This agreement is limited to the fund’s direct operating expenses and does not apply to AFFE. |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$77 | $240 | $417 | $930 |
• | Investment Risk. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Management Risk. Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser(s)) will make poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the underlying fund, but there can be no guarantee that they will produce the desired results. |
• | Fixed Income Risk. Interest rates rise and fall over time, which will affect an underlying fund’s yield and share price. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. A rise in interest rates could cause an underlying fund’s share price to fall. The credit quality of a portfolio investment could also cause an underlying fund’s share price to fall. An underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Fixed income securities may be paid off earlier or later than expected. Either situation could cause an underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. Below investment-grade bonds (junk bonds) involve greater credit risk, are more volatile, involve greater risk of price declines and may be more susceptible to economic downturns than investment-grade securities. |
• | Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period |
when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. | |
• | Money Market Fund Risk . The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | ETF Risk. When an underlying fund invests in an ETF, it will bear a proportionate share of the ETF’s expenses. In addition, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio of securities. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of an underlying fund’s investments, and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in value relative to the U.S. dollar. |
• | Emerging Markets Risk. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Derivatives Risk. An underlying fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase volatility, and could cause the underlying fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on an underlying fund. However, these risks are less severe when the underlying fund uses derivatives for hedging rather than to enhance the underlying fund’s returns or as a substitute for a position or security. |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose an underlying fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of an underlying fund’s portfolio securities, which means even a small amount of leverage can have a disproportionately large impact on the underlying fund. |
• | Liquidity Risk. An underlying fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or an underlying fund may have to sell them at a loss. |
• | Portfolio Turnover Risk. Certain of the underlying funds may buy and sell portfolio securities actively. If they do, their portfolio turnover rate and transaction costs will rise, which may lower the underlying fund’s performance and may increase the likelihood of capital gains distributions. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. |
Average Annual Total Returns as of 12/31/18 | ||
1 Year |
Since
Inception (8/25/16) |
|
Before taxes | (10.61%) | 4.99% |
After taxes on distributions | (11.75%) | 3.94% |
After taxes on distributions and sale of shares | (5.65%) | 3.69% |
Comparative Indices (reflect no deduction for expenses or taxes) | ||
Dow Jones U.S. Total Stock Market Index | (5.30%) | 7.95% |
Bloomberg Barclays U.S. Aggregate Bond Index | 0.01% | 0.20% |
Target 2060 Composite Index 1 | (7.91%) | 5.77% |
1 | The Target 2060 Composite Index is a custom blended index developed by CSIM based on the 2060 fund’s asset allocation glide schedule and will become more conservative as time elapses. Effective August 24, 2018, the FTSE Non-U.S. Dollar World Government Bond Index was replaced by the Bloomberg Barclays Global Aggregate ex-US Hedged Index. Effective August 24, 2018, the composite is derived using the following portion allocations: 48.3% S&P 500 ® Index, 1.7% Russell Midcap ® Index, 7.8% Russell 2000 ® Index, 26.6% MSCI EAFE Index (Net), 4.8% FTSE EPRA/NAREIT Global Index (Net), 5.8% MSCI Emerging Markets Index (Net), 1.7% Bloomberg Barclays US Aggregate Bond Index, 0.7% Bloomberg Barclays US Government/Credit Index, 0.4% Bloomberg Barclays US Intermediate Aggregate Bond Index, 0.3% Bloomberg Barclays Global Aggregate ex-US Hedged Index, 2.0% Bloomberg Barclays US Treasury Bills 1-3 Month Index. The components that make up the composite index may vary over time. The composite index represents target allocations for 2018. Percentages listed may not total to 100% due to rounding. |
• | by telephone at 1-800-407-0256; or |
• | by mail to DST Asset Manager Solutions, Inc., Attn: Schwab Funds, P.O. Box 219647, Kansas City, MO 64121-9647. |
• | seeking an investment whose asset allocation mix becomes more conservative over time |
• | seeking funds that combine the potential for capital appreciation and income |
• | seeking the convenience of funds that allocate their assets among both equity and fixed income investments |
• | seeking to invest for a short period of time |
• | uncomfortable with fluctuations in the value of their investment |
• | seeking to use the funds for educational savings accounts |
Asset Class |
Schwab
Target
2010 Fund |
Schwab
Target
2015 Fund |
Schwab
Target
2020 Fund |
Schwab
Target
2025 Fund |
Schwab
Target
2030 Fund |
Schwab
Target
2035 Fund |
Equity Securities | 35.9% | 38.5% | 43.3% | 56.8% | 66.7% | 74.6% |
Fixed-Income Securities | 56.8% | 54.7% | 50.6% | 38.7% | 29.9% | 22.8% |
Cash and Cash Equivalents (Including Money Market Funds) | 7.3% | 6.8% | 6.1% | 4.4% | 3.3% | 2.5% |
Asset Class |
Schwab
Target
2040 Fund |
Schwab
Target
2045 Fund |
Schwab
Target
2050 Fund |
Schwab
Target
2055 Fund |
Schwab
Target
2060 Fund |
Equity Securities | 81.6% | 87.3% | 90.5% | 93.0% | 95.0% |
Fixed-Income Securities | 16.6% | 11.4% | 8.6% | 6.3% | 4.5% |
Cash and Cash Equivalents (Including Money Market Funds) | 1.8% | 1.3% | 1.0% | 0.7% | 0.5% |
* | Market appreciation or depreciation may cause the funds’ actual asset allocation to vary temporarily from the funds’ target asset allocation. |
• | Higher investment returns are generally accompanied by a higher risk of losing money. Put another way, the greater an investment’s potential return, the greater its potential loss. For example, equity securities generally provide long-term returns that are superior to fixed income securities, although their returns have tended to be more volatile in the short-term. |
• | Because their investments have more time to recover from losses, investors with longer time horizons generally have a higher risk tolerance. |
• | Investment Risk. An investment in the underlying funds is not a bank deposit. The funds’ investments in the underlying funds are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. The fund may experience losses with respect to its investment in an underlying fund. Further, there is no guarantee that an underlying fund will be able to achieve its objective. |
• | Market Segment Risk. The underlying funds invest their assets in accordance with their own distinct investment objectives. As a result, the performance of an underlying fund will correlate directly with the performance of the particular segment of the stock or bond market that the fund invests in (e.g., large-cap securities, small-cap securities, foreign securities, fixed income securities or dividend-paying common stocks). This may cause the underlying fund to underperform funds that do not similarly restrict their investments to a particular market segment. |
• | Management Risk. Generally, the underlying funds are actively managed mutual funds. Any actively managed mutual fund is subject to the risk that its investment adviser (or sub-adviser) will make poor security selections. An underlying fund’s adviser applies its own investment techniques and risk analyses in making investment decisions for the fund, but there can be no guarantee that they will produce the desired results. In addition, with respect to certain of the underlying funds, the investment adviser makes investment decisions for the fund using a strategy based largely on historical information. There is no guarantee that a strategy based on historical information will produce the desired results in the future. In addition, if market dynamics change, the effectiveness of this strategy may be limited. Either of these risks may cause these underlying funds to underperform other funds with a similar investment objective. |
• | Equity Risk. The prices of equity securities in which the underlying funds invest rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, the equity market tends to move in cycles, which may cause stock prices to fall over short or extended periods of time. Due to their fixed income features, preferred stocks provide higher income potential than issuers’ common stocks, but typically are more sensitive to interest rate changes than the underlying common stock. The rights of common stockholders are generally subordinate to the rights associated with an issuer’s preferred stocks and the rights of preferred stockholders are generally subordinate to the rights associated with an issuer’s debt securities on the distribution of an issuer’s assets in the event of a liquidation. |
• | Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments, an underlying fund’s performance could be impacted. |
• | Large-Cap Company Risk. Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be unable to respond quickly to new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies. |
• | Mid-Cap Company Risk. Mid-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by large-cap companies. The value of securities issued by mid-cap companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns. |
• | Small-Cap Company Risk. Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by larger companies. The value of securities issued by small-cap companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns. In addition, small-cap companies may have limited financial resources, management experience, product lines and markets, and their securities may trade less frequently and in more limited volumes than the securities of larger companies. Further, small-cap companies may have less publicly available information and such information may be inaccurate or incomplete. |
• | ETF Risk. When an underlying fund invests in an ETF, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses. Therefore, it may be more costly to own an ETF than to own the underlying securities directly. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF holds, lack of liquidity in the market for an ETF’s shares can result in its value being more volatile than the underlying portfolio securities. |
• | Convertible Securities Risk. Certain of the underlying funds may invest in convertible securities, which are bonds, debentures, notes, preferred stock or other securities that may be converted into or exercised for a prescribed amount of common stock at a specified time and price. Convertible securities provide an opportunity for equity participation, with the potential for a higher dividend or interest yield and lower price volatility compared to common stock. The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline, and the credit standing of the issuer. The price of a convertible security will also normally vary in some proportion to changes in the price of the underlying common stock because of the conversion or exercise feature. |
• | Growth Investing Risk. Certain of the underlying funds pursue a “growth style” of investing. Growth investing focuses on a company’s prospects for growth of revenue and earnings. If a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically. Growth stocks also can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of stocks. Since growth companies usually invest a high portion of earnings in their business, they may lack the dividends of value stocks that can cushion stock prices in a falling market. Growth stocks may also be more expensive relative to their earnings or assets compared to value or other stocks. |
• | Value Investing Risk. Certain of the underlying funds may pursue a “value style” of investing. Value investing focuses on companies whose stocks appear undervalued in light of factors such as the company’s earnings, book value, revenues or cash flow. If an underlying fund’s investment adviser’s (or sub-adviser’s) assessment of a company’s value or prospects for exceeding earnings expectations or market conditions is wrong, the underlying fund could suffer losses or produce poor performance relative to other funds. In addition, “value stocks” can continue to be undervalued by the market for long periods of time. |
• | Interest Rate Risk. An underlying fund’s investments in fixed income securities are subject to the risk that interest rates may rise and fall over time. As with any investment whose yield reflects current interest rates, an underlying fund’s yield will change over time. During periods when interest rates are low, an underlying fund’s yield (and total return) also may be low. Changes in interest rates also may affect an underlying fund’s share price: a sharp rise in interest rates could cause the fund’s share price to fall. This risk is greater when the underlying fund holds bonds with longer maturities. An underlying fund may also lose money if interest rates rise sharply. The longer an underlying fund’s portfolio duration, the more sensitive to interest rate movements its share price is likely to be. A change in a central bank’s monetary policy or improving economic conditions, among other things, may result in an increase in interest rates. Certain underlying funds are currently subject to heightened levels of interest rate risk because of the continued economic recovery, along with the fact that the Federal Reserve Board ended its quantitative easing program in 2014, and has begun, and may continue, to raise interest rates. Rising interest rates may decrease liquidity in the fixed income securities markets, making it more difficult for an underlying fund to sell its fixed income securities holdings at a time when the investment adviser might wish to sell such securities. In addition, decreased market liquidity also may make it more difficult to value some or all of an underlying fund’s fixed income securities holdings. To the extent that the investment adviser (or sub-adviser(s)) of an underlying fund anticipates interest rate trends imprecisely, the underlying fund could miss yield opportunities or its share price could fall. Inflation-protected securities may react differently to interest rate changes than other types of debt securities and, as discussed below, tend to react to changes in “real” interest rates. |
• | Credit Risk. Certain of the underlying funds are subject to the risk that a decline in the credit quality of a portfolio investment could cause the fund’s share price to fall. The underlying fund could lose money if the issuer or guarantor of a portfolio investment or the counterparty to a derivatives contract fails to make timely principal or interest payments or otherwise honor its obligations. Below investment-grade bonds (junk bonds) involve greater risks of default or downgrade and are more volatile than investment-grade bonds. Below investment-grade bonds also involve greater risk of price declines than investment-grade securities due to actual or perceived changes in an issuer’s creditworthiness. In addition, issuers of below investment-grade bonds may be more susceptible than other issuers to economic downturns. Such bonds are subject to the risk that the issuer may not be able to pay interest or dividends and ultimately to repay principal upon maturity. Discontinuation of these payments could substantially adversely affect the market value of the bonds. |
• | Prepayment and Extension Risk. An underlying fund’s investments in fixed income securities are subject to the risk that the securities may be paid off earlier or later than expected. Either situation could cause the underlying fund to hold securities paying lower-than-market rates of interest, which could hurt the fund’s yield or share price. In addition, rising interest rates tend to extend the duration of certain fixed income securities, making them more sensitive to changes in interest rates. As a result, in a period of rising |
interest rates, an underlying fund that holds these securities may exhibit additional volatility. This is known as extension risk. When interest rates decline, borrowers may pay off their fixed income securities sooner than expected. This can reduce the returns of an underlying fund because the fund will have to reinvest that money at the lower prevailing interest rates. This is known as prepayment risk. | |
• | U.S. Government Securities Risk. Some of the U.S. government securities that the underlying funds invest in are not backed by the full faith and credit of the United States government, which means they are neither issued nor guaranteed by the U.S. Treasury. Issuers such the Federal Home Loan Banks maintain limited access to credit lines from the U.S. Treasury. Others, such as obligations issued by the Federal Farm Credit Banks Funding Corporation, are supported solely by the credit of the issuer. There can be no assurance that the U.S. government will provide financial support to securities of its agencies and instrumentalities if it is not obligated to do so under law. Also, any government guarantees on securities the underlying funds own do not extend to shares of the underlying funds themselves. On September 7, 2008, the U.S. Treasury announced a federal takeover of Fannie Mae and Freddie Mac, placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1 billion of senior preferred stock of each instrumentality and obtained warrants for the purchase of common stock of each instrumentality. Under this agreement, the U.S. Treasury has pledged to provide up to $100 billion per instrumentality as needed, including the contribution of cash capital to the instrumentalities in the event their liabilities exceed their assets. This is intended to ensure that the instrumentalities maintain a positive net worth and meet their financial obligations, preventing mandatory triggering of receivership. No assurance can be given that the U.S. Treasury initiatives will be successful. |
• | Inflation-Protected Securities Risk. Certain of the underlying funds may invest in inflation-protected securities. The value of inflation-protected securities generally will fluctuate in response to changes in “real” interest rates. Real interest rates represent nominal (or stated) interest rates reduced by the expected impact of inflation. The value of an inflation-protected security generally decreases when real interest rates rise and generally increase when real interest rates fall. In addition, the principal value of an inflation-protected security is periodically adjusted up or down along with the rate of inflation. If the measure of inflation falls, the principal value of the inflation-protected security will be adjusted downwards, and consequently, the interest payable on the security will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed by the United States Treasury in the case of Treasury Inflation-Protected Securities. For securities that do not provide a similar guarantee, the adjusted principal value of the security to be repaid at maturity is subject to credit risk. |
• | Mortgage Dollar Rolls Risk. Mortgage dollar rolls are transactions in which an underlying fund sells mortgage-backed securities to a dealer and simultaneously agrees to repurchase similar securities in the future at a predetermined price. An underlying fund’s mortgage dollar rolls could lose money if the price of the mortgage-backed securities sold falls below the agreed upon repurchase price, or if the counterparty is unable to honor the agreement. |
• | Money Market Fund Risk. In addition to the risks discussed under “Investment Risk” above, an investment by the fund in an underlying money market fund has additional risks. The fund may invest in underlying money market funds that either seek to maintain a stable $1 net asset value (“stable share price money market funds”) or that have a share price that fluctuates (“variable share price money market funds”). Although an underlying stable share price money market fund seeks to maintain a stable $1 net asset value, it is possible to lose money by investing in such a money market fund. Because the share price of an underlying variable share price money market fund will fluctuate, when the fund sells the shares it owns they may be worth more or less than what the fund originally paid for them. In addition, neither type of money market fund is designed to offer capital appreciation. In exchange for their emphasis on stability and liquidity, money market investments may offer lower long-term performance than stock or bond investments. Certain underlying money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums. |
• | Foreign Investment Risk. An underlying fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. In certain countries, legal remedies available to investors may be more limited than those available with respect to investments in the U.S. These risks may negatively impact the value or liquidity of an underlying fund’s investments and could impair the underlying fund’s ability to meet its investment objective or invest in accordance with its investment strategy. In addition, an underlying fund’s investments in foreign securities may be subject to economic sanctions or other government restrictions, including trade tariffs, embargoes or limitations on trade which could have a significant impact on a country’s markets overall as well as global economies or markets. There also is the risk that the cost of buying, selling, and holding foreign securities, including brokerage, tax, and custody costs, may be higher than those involved in domestic transactions. The securities of some foreign companies may be less liquid and, at times, more volatile than securities of comparable U.S. companies. An underlying fund may also experience more rapid or extreme changes in value as compared to an underlying fund that invests solely in securities of U.S. |
companies because the securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. To the extent an underlying fund’s investments in a single country or a limited number of countries represent a large percentage of the underlying fund’s assets, the underlying fund’s performance may be adversely affected by the economic, political, regulatory and social conditions in those countries, and the underlying fund’s price may be more volatile than the price of an underlying fund that is geographically diversified. |
• | Emerging Markets Risk. The risks of foreign investments apply to, and may be heightened in connection with, investments in emerging market countries or securities of issuers that conduct their business in emerging markets. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody of securities. It is sometimes difficult to obtain and enforce court judgments in such countries. There is often a greater potential for nationalization, expropriation, confiscatory taxation, government regulation, social instability or diplomatic developments (including war) in emerging market countries, which could adversely affect the economies of, or investments in securities of issuers located in, such countries. In addition, emerging markets are substantially smaller than developed markets, and the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there will tend to be an increased risk of illiquidity and price volatility associated with an underlying fund’s investments in emerging market countries which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments. |
• | Currency Risk. An underlying fund’s investments in securities denominated in, and/or receiving revenues in, foreign currencies, will subject the underlying fund to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in an underlying fund would be adversely affected. Currency exchange rates may fluctuate in response to factors extrinsic to that country’s economy, which makes the forecasting of currency market movements extremely difficult. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates; intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund; or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to an underlying fund if it is unable to deliver or receive currency or monies in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. Forward contracts on foreign currencies are not traded on exchanges; rather, a bank or dealer will act as agent or as principal in order to make or take future delivery of a specified lot of a particular currency for the underlying fund’s account. An underlying fund is subject to the risk of a counterparty’s failure, inability or refusal to perform with respect to such contracts. |
• | Real Estate Investment Risk. Certain of the underlying funds have a policy of concentrating their investments in real estate companies and companies related to the real estate industry. Such an underlying fund is subject to risks associated with the direct ownership of real estate securities and a fund’s investment in such an underlying fund will be closely linked to the performance of the real estate markets. An investment by a fund in an underlying fund that invests, but does not concentrate, in real estate companies and companies related to the real estate industry will subject the fund to the risks associated with the direct ownership of real estate securities to a lesser extent. These risks include, among others, declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; defaults by borrowers or tenants, particularly during an economic downturn; increasing competition; increases in property taxes and operating expenses; changes in zoning laws; losses due to costs resulting from the clean-up of environmental problems; liability to third parties for damages resulting from environmental problems; casualty or condemnation losses; limitations on rents; changes in market and sub-market values and the appeal of properties to tenants; and changes in interest rates. |
• | Real Estate Investment Trusts (REITs) Risk. Certain of the underlying funds invest in REITs. In addition to the risks associated with investing in securities of real estate companies and real estate related companies, REITs are subject to certain additional risks. Equity REITs may be affected by changes in the value of the underlying properties owned by the trusts, and mortgage REITs may be affected by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and may have their investments in relatively few properties, or in a small geographic area or a single property type. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax free pass-through of income under the Internal Revenue Code, or to maintain their exemptions from registration under the Investment Company Act of 1940. The failure of a company to qualify as a REIT under federal tax law may have adverse consequences to an underlying fund that invests in that REIT. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, REITs have their own expenses, and an underlying fund that invests in REITs will bear a proportionate share of those expenses. |
• | Short Sales Risk. Certain underlying funds may engage in short sales, which are transactions in which the underlying fund sells a security it does not own. To complete a short sale, the underlying fund must borrow the security to deliver to the buyer. The underlying fund is then obligated to replace the borrowed security by purchasing the security at the market price at the time of replacement. This price may be more or less than the price at which the security was sold by the underlying fund and the underlying fund will incur a loss if the price of the security sold short increases between the time of the short sale and the time the underlying fund replaces the borrowed security. |
• | Derivatives Risk. An underlying fund may use derivatives to enhance returns or hedge against market declines. Examples of derivatives are options, futures, options on futures and swaps. An option is the right to buy or sell an instrument at a specific price before a specific date. A future is an agreement to buy or sell a financial instrument at a specific price on a specific day. A swap is an agreement whereby two parties agree to exchange payment streams calculated in relation to a rate, index, instrument or certain securities and a predetermined amount. A credit default swap is an agreement in which the seller agrees to make a payment to the buyer in the event of a specified credit event in exchange for a fixed payment or series of fixed payments. |
An underlying fund’s use of derivative instruments involves risks different from or possibly greater than the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as credit risk, leverage risk, liquidity risk, market risk and management risk, are discussed elsewhere in this section. An underlying fund’s use of derivatives is also subject to lack of availability risk, valuation risk, correlation risk and tax risk. Lack of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the underlying fund to realize higher amounts of short-term capital gains. An underlying fund’s use of derivatives could reduce the underlying fund’s performance, increase its volatility, and could cause the fund to lose more than the initial amount invested. The use of derivatives that are subject to regulation by the Commodity Futures Trading Commission (CFTC) by an underlying fund could cause a fund to become a commodity pool, which would require the fund to comply with certain CFTC rules. | |
• | Leverage Risk. Certain underlying fund transactions, such as derivatives transactions, short sales, reverse repurchase agreements, and mortgage dollar rolls, may give rise to a form of leverage and may expose the underlying fund to greater risk. In a reverse repurchase agreement, the underlying fund would sell a security and enter into an agreement to repurchase the security at a specified future date and price. Leverage tends to magnify the effect of any decrease or increase in the value of the underlying fund’s portfolio securities. The use of leverage may cause the underlying fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. |
• | Non-Diversification Risk. Certain of the underlying funds are non-diversified and, as such, may invest a greater percentage of their assets in the securities in a single issuer than an underlying fund that is diversified. A non-diversified underlying fund is more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified underlying fund. |
• | Securities Lending Risk. An underlying fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When an underlying fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the underlying fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. An underlying fund will also bear the risk of any decline in value of securities acquired with cash collateral. An underlying fund may pay lending fees to a party arranging the loan. |
• | Tracking Error Risk. Certain underlying funds seek to track the performance of their benchmark indices, although they may not be successful in doing so. The divergence between the performance of an underlying fund and its benchmark index, positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, an underlying fund may not invest in certain securities in its benchmark index, or match the securities’ weighting to the benchmark, due to regulatory, operational, custodial or liquidity constraints, which may result in tracking error. An underlying fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of an underlying fund, operating expenses and trading costs all affect the ability of the fund to match the performance of its benchmark index, because the benchmark index does not have to manage cash flows and does not incur any costs. |
• | Investment Style Risk. An underlying fund’s investment style may impact the performance of the fund. For example, an underlying fund may invest in accordance with an indexing investment style, causing the underlying fund to follow the performance of an index during upturns as well as downturns. In addition, an underlying fund may have an investment style that favors certain types of investments over others. As a result, such an underlying fund may underperform funds that do not limit their investments to the particular type of investment. |
• | Multi-Manager Risk. Certain of the underlying funds utilize a multi-manager approach to investing. Although the investment adviser monitors and seeks to coordinate the overall management of these underlying funds, each investment manager makes investment decisions independently, and it is possible that the investment styles of the investment managers may not complement one another. As a result, the exposure of these underlying funds to a given region, country, stock, industry or investment style could unintentionally be smaller or larger than if the underlying funds had a single manager. |
• | Liquidity Risk. Liquidity risk exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In addition, dealer inventories of certain securities – an indication of the ability of dealers to engage in “market making” – are at, or near, historic lows in relation to market size, which could potentially lead to decreased liquidity. In such cases, an underlying fund, due to limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than those for transactions in liquid securities. Liquidity risk also includes the risk that market conditions or large shareholder redemptions may impact the ability of an underlying fund to meet redemption requests within the required time period. In order to meet such redemption requests, the underlying fund may be forced to sell securities at inopportune times or prices. |
• | High-Yield Risk. Underlying funds that invest in high-yield securities and unrated securities of similar credit quality (sometimes called junk bonds) may be subject to greater levels of credit and liquidity risk than underlying funds that do not invest in such securities. These securities are considered predominately speculative with respect to the issuer’s continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce an underlying fund’s ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, an underlying fund may lose its entire investment. Because of the risks involved in investing in high-yield securities, an investment in an underlying fund that invests in such securities should be considered speculative. |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $13.42 | $12.52 | $12.42 | $12.42 | $11.91 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.29 1 | 0.22 1 | 0.20 1 | 0.17 1 | 0.19 | |
Net realized and unrealized gains (losses) | (0.35) | 0.90 | 0.12 | 0.08 | 0.52 | |
Total from investment operations | (0.06) | 1.12 | 0.32 | 0.25 | 0.71 | |
Less distributions: | ||||||
Distributions from net investment income | (0.30) | (0.22) | (0.22) | (0.25) | (0.20) | |
Net asset value at end of period | $13.06 | $13.42 | $12.52 | $12.42 | $12.42 | |
Total return | (0.52%) | 9.11% | 2.68% | 2.03% | 6.08% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 2 | 0.00% 3 | 0.00% | 0.00% 3 | 0.00% 3 | 0.00% | |
Gross operating expenses 2 | 0.12% | 0.14% | 0.14% | 0.14% | 0.17% | |
Net investment income (loss) | 2.15% | 1.75% | 1.60% | 1.40% | 1.53% | |
Portfolio turnover rate | 16% | 51% 4 | 14% | 33% | 29% | |
Net assets, end of period (x 1,000,000) | $ 52 | $ 59 | $ 59 | $ 65 | $ 64 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $12.21 | $11.72 | $12.23 | $12.81 | $12.22 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.25 1 | 0.20 1 | 0.18 1 | 0.17 1 | 0.19 | |
Net realized and unrealized gains (losses) | (0.30) | 0.88 | 0.11 | 0.08 | 0.60 | |
Total from investment operations | (0.05) | 1.08 | 0.29 | 0.25 | 0.79 | |
Less distributions: | ||||||
Distributions from net investment income | (0.27) | (0.22) | (0.21) | (0.27) | (0.20) | |
Distributions from net realized gains | (0.40) | (0.37) | (0.59) | (0.56) | – | |
Total distributions | (0.67) | (0.59) | (0.80) | (0.83) | (0.20) | |
Net asset value at end of period | $11.49 | $12.21 | $11.72 | $12.23 | $12.81 | |
Total return | (0.57%) | 9.67% | 2.59% | 1.99% | 6.56% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 2 | 0.00% 3 | 0.00% | 0.00% 3 | 0.00% 3 | 0.00% | |
Gross operating expenses 2 | 0.07% | 0.09% | 0.08% | 0.09% | 0.11% | |
Net investment income (loss) | 2.12% | 1.74% | 1.59% | 1.42% | 1.52% | |
Portfolio turnover rate | 14% | 52% 4 | 14% | 33% | 32% | |
Net assets, end of period (x 1,000,000) | $ 90 | $ 103 | $ 104 | $ 116 | $ 111 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $14.71 | $13.84 | $14.33 | $14.32 | $13.52 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.30 1 | 0.23 1 | 0.22 1 | 0.20 1 | 0.21 | |
Net realized and unrealized gains (losses) | (0.33) | 1.39 | 0.06 | 0.12 | 0.82 | |
Total from investment operations | (0.03) | 1.62 | 0.28 | 0.32 | 1.03 | |
Less distributions: | ||||||
Distributions from net investment income | (0.33) | (0.24) | (0.27) | (0.31) | (0.23) | |
Distributions from net realized gains | (0.48) | (0.51) | (0.50) | – | – | |
Total distributions | (0.81) | (0.75) | (0.77) | (0.31) | (0.23) | |
Net asset value at end of period | $13.87 | $14.71 | $13.84 | $14.33 | $14.32 | |
Total return | (0.32%) | 12.28% | 2.05% | 2.25% | 7.71% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 2 | 0.00% | 0.00% | 0.00% 3 | 0.00% 3 | 0.00% | |
Gross operating expenses 2 | 0.02% | 0.03% | 0.03% | 0.03% | 0.04% | |
Net investment income (loss) | 2.07% | 1.67% | 1.59% | 1.42% | 1.48% | |
Portfolio turnover rate | 18% | 47% 4 | 9% | 25% | 26% | |
Net assets, end of period (x 1,000,000) | $ 542 | $ 579 | $ 530 | $ 536 | $ 499 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $14.71 | $13.45 | $14.11 | $14.54 | $13.63 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.28 1 | 0.22 1 | 0.20 1 | 0.19 1 | 0.21 | |
Net realized and unrealized gains (losses) | (0.34) | 1.73 | 0.06 | 0.15 | 0.93 | |
Total from investment operations | (0.06) | 1.95 | 0.26 | 0.34 | 1.14 | |
Less distributions: | ||||||
Distributions from net investment income | (0.34) | (0.23) | (0.26) | (0.32) | (0.23) | |
Distributions from net realized gains | (0.21) | (0.46) | (0.66) | (0.45) | – | |
Total distributions | (0.55) | (0.69) | (0.92) | (0.77) | (0.23) | |
Net asset value at end of period | $14.10 | $14.71 | $13.45 | $14.11 | $14.54 | |
Total return | (0.53%) | 15.17% | 2.01% | 2.36% | 8.44% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 2 | 0.00% | 0.00% | 0.00% 3 | 0.00% 3 | 0.00% | |
Gross operating expenses 2 | 0.02% | 0.03% | 0.04% | 0.04% | 0.06% | |
Net investment income (loss) | 1.88% | 1.59% | 1.53% | 1.37% | 1.39% | |
Portfolio turnover rate | 13% | 36% 4 | 5% | 21% | 27% | |
Net assets, end of period (x 1,000,000) | $ 531 | $ 521 | $ 443 | $ 409 | $ 344 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $16.10 | $14.51 | $15.59 | $15.77 | $14.70 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.29 1 | 0.23 1 | 0.22 1 | 0.21 1 | 0.22 | |
Net realized and unrealized gains (losses) | (0.38) | 2.18 | 0.01 | 0.17 | 1.10 | |
Total from investment operations | (0.09) | 2.41 | 0.23 | 0.38 | 1.32 | |
Less distributions: | ||||||
Distributions from net investment income | (0.39) | (0.24) | (0.30) | (0.36) | (0.25) | |
Distributions from net realized gains | (0.38) | (0.58) | (1.01) | (0.20) | – | |
Total distributions | (0.77) | (0.82) | (1.31) | (0.56) | (0.25) | |
Net asset value at end of period | $15.24 | $16.10 | $14.51 | $15.59 | $15.77 | |
Total return | (0.75%) | 17.47% | 1.72% | 2.44% | 9.11% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 2 | 0.00% | 0.00% | 0.00% 3 | 0.00% 3 | 0.00% | |
Gross operating expenses 2 | 0.02% | 0.02% | 0.03% | 0.03% | 0.03% | |
Net investment income (loss) | 1.79% | 1.53% | 1.51% | 1.36% | 1.38% | |
Portfolio turnover rate | 14% | 30% | 5% | 19% | 26% | |
Net assets, end of period (x 1,000,000) | $ 958 | $ 966 | $ 814 | $ 789 | $ 727 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $15.58 | $13.82 | $14.70 | $15.23 | $14.12 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.27 1 | 0.21 1 | 0.20 1 | 0.19 1 | 0.20 | |
Net realized and unrealized gains (losses) | (0.38) | 2.32 | 0.01 | 0.17 | 1.15 | |
Total from investment operations | (0.11) | 2.53 | 0.21 | 0.36 | 1.35 | |
Less distributions: | ||||||
Distributions from net investment income | (0.39) | (0.22) | (0.28) | (0.35) | (0.24) | |
Distributions from net realized gains | (0.14) | (0.55) | (0.81) | (0.54) | – | |
Total distributions | (0.53) | (0.77) | (1.09) | (0.89) | (0.24) | |
Net asset value at end of period | $14.94 | $15.58 | $13.82 | $14.70 | $15.23 | |
Total return | (0.88%) | 19.19% | 1.63% | 2.43% | 9.62% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 2 | 0.00% 3 | 0.00% | 0.00% 3 | 0.00% 3 | 0.00% | |
Gross operating expenses 2 | 0.03% | 0.04% | 0.04% | 0.05% | 0.07% | |
Net investment income (loss) | 1.70% | 1.48% | 1.46% | 1.28% | 1.28% | |
Portfolio turnover rate | 14% | 24% | 3% | 14% | 24% | |
Net assets, end of period (x 1,000,000) | $ 447 | $ 440 | $ 361 | $ 337 | $ 282 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $17.14 | $15.12 | $16.42 | $16.77 | $15.49 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.28 1 | 0.23 1 | 0.22 1 | 0.21 1 | 0.21 | |
Net realized and unrealized gains (losses) | (0.45) | 2.78 | (0.03) 2 | 0.20 | 1.33 | |
Total from investment operations | (0.17) | 3.01 | 0.19 | 0.41 | 1.54 | |
Less distributions: | ||||||
Distributions from net investment income | (0.44) | (0.24) | (0.32) | (0.39) | (0.26) | |
Distributions from net realized gains | (0.26) | (0.75) | (1.17) | (0.37) | – | |
Total distributions | (0.70) | (0.99) | (1.49) | (0.76) | (0.26) | |
Net asset value at end of period | $16.27 | $17.14 | $15.12 | $16.42 | $16.77 | |
Total return | (1.17%) | 21.02% | 1.38% | 2.48% | 10.07% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 3 | 0.00% 4 | 0.00% | 0.00% 4 | 0.00% 4 | 0.00% | |
Gross operating expenses 3 | 0.02% | 0.02% | 0.03% | 0.03% | 0.04% | |
Net investment income (loss) | 1.65% | 1.44% | 1.45% | 1.27% | 1.26% | |
Portfolio turnover rate | 17% | 21% | 4% | 13% | 23% | |
Net assets, end of period (x 1,000,000) | $ 962 | $ 998 | $ 841 | $ 834 | $ 768 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $13.92 | $12.00 | $12.51 | $12.67 | $11.66 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.21 1 | 0.17 1 | 0.16 1 | 0.14 1 | 0.16 | |
Net realized and unrealized gains (losses) | (0.39) | 2.37 | 0.00 2 | 0.15 | 1.03 | |
Total from investment operations | (0.18) | 2.54 | 0.16 | 0.29 | 1.19 | |
Less distributions: | ||||||
Distributions from net investment income | (0.36) | (0.18) | (0.23) | (0.29) | (0.18) | |
Distributions from net realized gains | (0.03) | (0.44) | (0.44) | (0.16) | – | |
Total distributions | (0.39) | (0.62) | (0.67) | (0.45) | (0.18) | |
Net asset value at end of period | $13.35 | $13.92 | $12.00 | $12.51 | $12.67 | |
Total return | (1.43%) | 22.11% | 1.40% | 2.37% | 10.30% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 3 | 0.00% 4 | 0.00% | 0.00% 4 | 0.00% 4 | 0.00% | |
Gross operating expenses 3 | 0.06% | 0.10% | 0.13% | 0.20% | 0.32% | |
Net investment income (loss) | 1.52% | 1.31% | 1.34% | 1.09% | 1.03% | |
Portfolio turnover rate | 12% | 11% | 1% | 10% | 23% | |
Net assets, end of period (x 1,000,000) | $ 139 | $ 121 | $ 82 | $ 66 | $ 41 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $14.07 | $12.08 | $12.60 | $12.75 | $11.72 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.21 1 | 0.16 1 | 0.15 1 | 0.13 1 | 0.17 | |
Net realized and unrealized gains (losses) | (0.41) | 2.47 | 0.01 | 0.18 | 1.04 | |
Total from investment operations | (0.20) | 2.63 | 0.16 | 0.31 | 1.21 | |
Less distributions: | ||||||
Distributions from net investment income | (0.36) | (0.18) | (0.23) | (0.30) | (0.18) | |
Distributions from net realized gains | (0.02) | (0.46) | (0.45) | (0.16) | – | |
Total distributions | (0.38) | (0.64) | (0.68) | (0.46) | (0.18) | |
Net asset value at end of period | $13.49 | $14.07 | $12.08 | $12.60 | $12.75 | |
Total return | (1.50%) | 22.68% | 1.39% | 2.44% | 10.43% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 2 | 0.00% 3 | 0.00% | 0.01% 4 | 0.00% 3 | 0.00% | |
Gross operating expenses 2 | 0.07% | 0.11% | 0.16% | 0.25% | 0.39% | |
Net investment income (loss) | 1.45% | 1.27% | 1.31% | 1.05% | 0.99% | |
Portfolio turnover rate | 10% | 10% | 1% | 8% | 23% | |
Net assets, end of period (x 1,000,000) | $ 122 | $ 104 | $ 68 | $ 53 | $ 33 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
11/1/15–
10/31/16 |
11/1/14–
10/31/15 |
11/1/13–
10/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $14.18 | $12.09 | $12.63 | $12.79 | $11.74 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.20 1 | 0.16 1 | 0.15 1 | 0.13 1 | 0.16 | |
Net realized and unrealized gains (losses) | (0.39) | 2.55 | 0.00 2 | 0.17 | 1.07 | |
Total from investment operations | (0.19) | 2.71 | 0.15 | 0.30 | 1.23 | |
Less distributions: | ||||||
Distributions from net investment income | (0.37) | (0.17) | (0.23) | (0.30) | (0.18) | |
Distributions from net realized gains | (0.02) | (0.45) | (0.46) | (0.16) | – | |
Total distributions | (0.39) | (0.62) | (0.69) | (0.46) | (0.18) | |
Net asset value at end of period | $13.60 | $14.18 | $12.09 | $12.63 | $12.79 | |
Total return | (1.49%) | 23.35% | 1.28% | 2.36% | 10.59% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 3 | 0.00% 4 | 0.00% | 0.01% 5 | 0.00% 4 | 0.00% | |
Gross operating expenses 3 | 0.11% | 0.19% | 0.27% | 0.44% | 0.68% | |
Net investment income (loss) | 1.41% | 1.24% | 1.26% | 1.03% | 0.94% | |
Portfolio turnover rate | 10% | 9% | 1% | 8% | 29% | |
Net assets, end of period (x 1,000,000) | $ 73 | $ 60 | $ 38 | $ 29 | $ 18 |
11/1/17–
10/31/18 |
11/1/16–
10/31/17 |
8/25/16
1
–
10/31/16 |
||||
Per-Share Data | ||||||
Net asset value at beginning of period | $12.02 | $ 9.83 | $10.00 | |||
Income (loss) from investment operations: | ||||||
Net investment income (loss) 2 | 0.14 | 0.08 | 0.01 | |||
Net realized and unrealized gains (losses) | (0.32) | 2.22 | (0.18) | |||
Total from investment operations | (0.18) | 2.30 | (0.17) | |||
Less distributions: | ||||||
Distributions from net investment income | (0.29) | (0.11) | – | |||
Distributions from net realized gains | (0.02) | – | – | |||
Total distributions | (0.31) | (0.11) | – | |||
Net asset value at end of period | $11.53 | $12.02 | $ 9.83 | |||
Total return | (1.64%) | 23.63% | (1.70%) 3 | |||
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Net operating expenses 4 | 0.00% | 0.00% | 0.00% 5 | |||
Gross operating expenses 4 | 0.73% | 1.89% | 7.87% 5 | |||
Net investment income (loss) | 1.18% | 0.75% | 0.43% 5 | |||
Portfolio turnover rate | 22% | 7% | 0% 3 | |||
Net assets, end of period (x 1,000,000) | $ 10 | $ 6 | $ 1 |
Major Asset Class | Sub-Asset Class |
Schwab
Target
2010 Fund |
Schwab
Target
2015 Fund |
Schwab
Target
2020 Fund |
Schwab
Target
2025 Fund |
U.S. Stocks | Large-Cap | 21.8% | 23.1% | 25.4% | 32.2% |
Mid-Cap | 0.7% | 0.8% | 0.9% | 1.1% | |
Small-Cap | 2.0% | 2.1% | 2.4% | 3.6% | |
International Stocks | Developed | 9.6% | 10.6% | 12.3% | 16.1% |
Emerging Markets | 0.0% | 0.0% | 0.1% | 0.9% | |
Global Real Estate | 1.8% | 1.9% | 2.2% | 2.8% | |
Fixed Income | Intermediate-Term Bonds | 38.2% | 36.8% | 34.2% | 26.6% |
Short-Term Bonds | 9.9% | 9.4% | 8.4% | 5.9% | |
Inflation-Protected Bonds | 6.4% | 6.2% | 5.1% | 1.9% | |
International Bonds | 2.3% | 2.4% | 3.0% | 4.5% | |
Cash and Cash Equivalents (including Money Market Funds) | 7.3% | 6.8% | 6.1% | 4.5% | |
100% | 100% | 100% | 100% |
Major Asset Class | Sub-Asset Class |
Schwab
Target
2030 Fund |
Schwab
Target
2035 Fund |
Schwab
Target
2040 Fund |
Schwab
Target
2045 Fund |
U.S. Stocks | Large-Cap | 36.9% | 40.3% | 43.2% | 45.5% |
Mid-Cap | 1.3% | 1.4% | 1.5% | 1.6% | |
Small-Cap | 4.6% | 5.4% | 6.2% | 6.9% | |
International Stocks | Developed | 18.9% | 21.1% | 23.0% | 24.5% |
Emerging Markets | 1.8% | 2.7% | 3.6% | 4.5% | |
Global Real Estate | 3.3% | 3.7% | 4.1% | 4.4% | |
Fixed Income | Intermediate-Term Bonds | 21.0% | 16.2% | 11.8% | 8.2% |
Short-Term Bonds | 4.2% | 3.0% | 2.1% | 1.4% | |
Inflation-Protected Bonds | 0.0% | 0.0% | 0.0% | 0.0% | |
International Bonds | 4.7% | 3.7% | 2.7% | 1.9% | |
Cash and Cash Equivalents (including Money Market Funds) | 3.3% | 2.5% | 1.8% | 1.3% | |
100% | 100% | 100% | 100% |
Major Asset Class | Sub-Asset Class |
Schwab
Target
2050 Fund |
Schwab
Target
2055 Fund |
Schwab
Target
2060 Fund |
U.S. Stocks | Large-Cap | 46.7% | 47.5% | 48.2% |
Mid-Cap | 1.7% | 1.7% | 1.7% | |
Small-Cap | 7.3% | 7.6% | 7.8% | |
International Stocks | Developed | 25.4% | 26.1% | 26.6% |
Emerging Markets | 5.0% | 5.5% | 5.8% | |
Global Real Estate | 4.5% | 4.7% | 4.8% | |
Fixed Income | Intermediate-Term Bonds | 6.2% | 4.5% | 3.3% |
Short-Term Bonds | 1.0% | 0.7% | 0.5% | |
Inflation-Protected Bonds | 0.0% | 0.0% | 0.0% | |
International Bonds | 1.4% | 1.1% | 0.8% | |
Cash and Cash Equivalents (including Money Market Funds) | 1.0% | 0.7% | 0.5% | |
100% | 100% | 100% |
Asset Class, Style Class (if Applicable) & Underlying Fund | Investment Objective and Principal Investment Strategy |
EQUITY FUNDS – DOMESTIC LARGE-CAP | |
Schwab Core Equity Fund | Seeks long-term capital growth. The fund invests, under normal circumstances, at least 80% of its net assets (including, for this purpose, any borrowings for investment purposes) in equity securities of U.S. companies. The fund expects to hold the common stocks of U.S. companies that have market capitalizations of approximately $500 million or more. Through a portfolio optimization process, the fund seeks to assemble a portfolio with long-term performance that will exceed that of the S&P 500 ® Index. |
Schwab S&P 500 Index Fund | Seeks to track the total return of the S&P 500 Index. Under normal circumstances, the fund will invest at least 80% of its net assets (including, for this purpose, any borrowings for investment purposes) in stocks that are included in the S&P 500 Index. |
Schwab Dividend Equity Fund | Seeks current income and capital appreciation. Under normal circumstances, the fund invests at least 80% of its net assets (including, for this purpose, any borrowings for investment purposes) in dividend paying common and preferred stocks. The fund invests in securities of U.S. publicly-traded companies that tend to be large- to mid-cap companies. |
Laudus U.S. Large Cap Growth Fund | Seeks long-term capital appreciation. Under normal circumstances, the fund invests at least 80% of its net assets (plus borrowings for investment purposes, if any) in equity securities of U.S. large capitalization companies. The fund defines large capitalization companies as those with a market capitalization of at least $3 billion at the time of investment. In addition, up to 20% of the fund’s net assets may be invested in foreign equity securities. Investments in equity securities include common stock and preferred stock. The fund may, but is not required to, use derivative instruments for risk management purposes or as part of the fund’s investment strategies. When selecting securities for the fund, the fund’s subadviser considers earnings revision trends, expected earnings growth rates, sales acceleration, price earnings multiples and positive stock price momentum. |
Unaffiliated Large-Cap Growth Fund I | Seeks long-term capital growth. Under normal circumstances, the fund invests at least 80% of its net assets, plus borrowings for investment purposes, if any, in equity securities or other instruments with similar economic characteristics of U.S. companies with large market capitalizations. The core holdings of the fund are large capitalization companies that the portfolio managers believe to be dominant in their industries due to product, distribution or service strength. The portfolio managers emphasize individual security selection while diversifying the fund’s investments across industries, which may help to reduce risk. The portfolio managers attempt to identify established large capitalization companies with the highest growth potential. The portfolio managers then analyze each company in detail, ranking its management, strategy and competitive market position. Finally, the portfolio managers attempt to identify the best values available among the growth companies identified. The portfolio managers may sell a security if it no longer meets the fund’s investment criteria or for other reasons, including to meet redemptions or to redeploy assets to better investment opportunities. |
Asset Class, Style Class (if Applicable) & Underlying Fund | Investment Objective and Principal Investment Strategy |
Unaffiliated Large-Cap Value Fund I | Seeks capital appreciation, with a secondary goal of current income. The fund invests primarily in equity securities of large-capitalization companies. Under normal circumstances, the fund invests at least 80% of the value of its net assets, plus any borrowings for investment purposes, in equity securities of companies with a market capitalization of greater than $1 billion at the time of purchase. The fund will invest mostly in companies the portfolio managers believe are “value companies.” The portfolio managers seek companies that they believe are neglected or out of favor and whose stock prices are low in relation to current earnings, cash flow, book value and sales and companies that they believe have reasonable prospects for growth even though the expectations for these companies are low and their valuations are temporarily depressed. |
Unaffiliated Large-Cap Value Fund II | Seeks long-term growth of principal and income. A secondary objective is to achieve a reasonable current income. The fund invests primarily in a diversified portfolio of equity securities. Under normal circumstances, the fund will invest at least 80% of its total assets in equity securities, including common stocks, depositary receipts evidencing ownership of common stocks, preferred stocks, securities convertible into common stocks, and securities that carry the right to buy common stocks. The fund may invest up to 20% of its total assets in U.S. dollar-denominated securities of non-U.S. issuers traded in the United States that are not in the S&P 500 Index. The fund typically invests in medium-to-large well-established companies based on standards of the applicable market. In selecting investments, the fund typically invests in companies that, in the fund advisor’s opinion, appear to be temporarily undervalued by the stock market but have a favorable outlook for long-term growth. |
EQUITY FUNDS – DOMESTIC MID-CAP | |
Schwab U.S. Mid-Cap Index Fund | Seeks to track the performance of a benchmark index that measures the total return of mid capitalization U.S. stocks. To pursue its goal, the fund generally invests in securities that are included in the Russell Midcap ® Index. The fund attempts to replicate the Russell Midcap Index. It is the fund’s policy that under normal circumstances it will invest at least 90% of its net assets (net assets plus borrowings for investment purposes) in securities included in the index. The fund generally will seek to replicate the performance of the index by giving the same weight to a given security as the index does. However, when the investment adviser believes it is appropriate to do so, such as to avoid purchasing odd-lots (i.e., purchasing less than the usual number of shares traded for a security), for tax considerations, or to address liquidity considerations with respect to a security, the investment adviser may cause the fund’s weighting of a security to be more or less than the index’s weighting of the security. The fund may sell securities that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index. The Russell Midcap Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap Index is a subset of the Russell 1000 ® Index, representing the smallest issuers in the Russell 1000 Index. The index is a float-adjusted market capitalization weighted index that reconstitutes annually. As of December 31, 2018, the index was composed of 789 stocks. |
EQUITY FUNDS – DOMESTIC SMALL-CAP | |
Schwab Small-Cap Equity Fund | Seeks long-term capital growth. Under normal circumstances, the fund invests at least 80% of its net assets (including, for this purpose, any borrowings for investment purposes) in small-cap equity securities. Small-cap equity securities generally are securities with market capitalizations within the universe of the Russell 2000 ® Index at the time of purchase by the fund. The market capitalization range of the Russell 2000 Index was $52 million to $6.7 billion, as of June 29, 2018 (the most recent index reconstitution date), and will change as market conditions change. The fund seeks to assemble a portfolio with long-term performance that will exceed that of the Russell 2000 Index. |
Unaffiliated Small-Cap Equity Fund I | The fund seeks long-term growth of capital. Under normal circumstances, the fund invests at least 80% of its assets in equity securities of companies with small market capitalizations and related investments. The fund’s portfolio managers use a growth-oriented investment style that emphasizes small U.S. companies. |
Asset Class, Style Class (if Applicable) & Underlying Fund | Investment Objective and Principal Investment Strategy |
EQUITY FUNDS – GLOBAL REAL ESTATE | |
Schwab Global Real Estate Fund | Seeks capital growth and income consistent with prudent investment management. Under normal circumstances, the fund invests at least 80% of its net assets (net assets plus borrowings for investment purposes) in securities of real estate companies and companies related to the real estate industry. The fund may invest a significant portion of its total assets in real estate investment trusts (REITs) and other similar REIT-like structures. The fund does not invest directly in real estate. |
EQUITY FUNDS – INTERNATIONAL | |
Laudus International MarketMasters Fund | Seeks long-term capital appreciation. The fund normally invests a substantial amount of its assets in equity securities of companies outside the United States and typically focuses on developed markets, but may invest in companies from emerging markets as well. The fund expects to invest in companies across all market capitalization ranges. |
Schwab International Core Equity Fund | Seeks long-term capital growth. Under normal circumstances, the fund invests at least 80% of its net assets (including, for this purpose, any borrowings for investment purposes) in equity securities. The fund invests primarily in the stocks of publicly traded companies located in developed market countries excluding the United States, however, the fund may also invest in stocks issued by companies located in emerging markets. Developed market countries include, but are not limited to Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The fund considers any country that is not a developed market country to be an emerging market country. The fund typically invests a majority of its assets in the stocks of large-cap and mid-cap companies, but may invest a portion of its assets in small-cap companies. In addition, the portfolio managers seek to allocate the fund’s investments across different countries and geographic regions in an effort to manage the economic and socio-political risks associated with investing in a single country or limited number of countries. The fund seeks to assemble a portfolio with long-term performance that will exceed that of the MSCI EAFE Index. |
Unaffiliated Emerging Markets Fund I | Seeks long-term growth of capital. The fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in emerging country issuers. Currently, emerging countries include, among others, Central and South American, African, Asian and Eastern European countries. Under normal circumstances, the fund will not invest more than 35% of its Net Assets in securities of issuers in any one emerging country. The portfolio management team uses two distinct strategies—a bottom-up stock selection strategy and a top-down country/ currency selection strategy—to manage the fund. The fund uses a quantitative style of management, in combination with a qualitative overlay, that emphasizes fundamentally based stock and country/currency selection, careful portfolio construction and efficient implementation. The fund’s benchmark index is the MSCI Emerging Markets Standard Index (Net, USD, Unhedged). |
FIXED-INCOME FUNDS – INTERMEDIATE-TERM BOND | |
Schwab U.S. Aggregate Bond Index Fund | Seeks to track as closely as possible, before fees and expenses, the total return of an index composed of the total U.S. investment grade bond market. The fund generally invests in securities that are included in the Bloomberg Barclays U.S. Aggregate Bond Index. Under normal circumstances, the fund will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in securities included in the index, including “to-be-announced” or “TBA” transactions. |
Asset Class, Style Class (if Applicable) & Underlying Fund | Investment Objective and Principal Investment Strategy |
Unaffiliated Fixed Income Fund II | Seeks high total investment return through a combination of current income and capital appreciation. Under normal market conditions, the fund will invest at least 80% of its net assets (plus any borrowings made for investment purposes) in investment grade fixed-income securities. The fund may invest up to 10% of its assets in below investment grade fixed-income securities and may invest in fixed-income securities of any maturity. The fund has the flexibility to invest up to 10% of its assets in equity securities (such as common stocks, preferred stocks and investment companies), but will limit its investments in common stocks to 5% of its assets. The fund may also invest any portion of its assets in securities of Canadian issuers and up to 20% of its assets in other foreign securities, including emerging markets securities. The fund may also invest in obligations of supranational entities without limit (e.g., the World Bank), corporate securities, U.S. government securities, commercial paper, zero-coupon securities, mortgage-backed securities, including mortgage dollar rolls, stripped mortgage-backed securities and collateralized mortgage obligations and other asset-backed securities, when-issued securities, convertible securities, Rule 144A securities and structured notes. The fund may also engage in foreign currency hedging transactions and swap transactions (including credit default swaps) for hedging or investment purposes. |
Unaffiliated Fixed Income Fund IV |
Seeks
to maximize long-term total return by investing, under normal circumstances, at least 80% of its net assets in investment grade fixed income securities or unrated securities that are determined by the fund’s investment adviser to be of
similar quality. Up to 20% of the fund’s net assets may be invested in securities rated below investment grade. The fund also invests at least 80% of its net assets plus borrowings for investment purposes in fixed income securities it regards
as bonds. Under normal conditions, the portfolio duration is two to eight years and the dollar-weighted average maturity ranges from two to fifteen years. The fund invests in the U.S. and abroad, including emerging markets, and may purchase
securities of varying maturities issued by domestic and foreign corporations and governments. The fund’s investment adviser will focus the fund’s portfolio holdings in areas of the bond market (based on quality, sector, coupon or
maturity) that the adviser believes to be relatively undervalued.
Investments include various types of bonds and other securities, typically corporate bonds, notes, collateralized bond obligations, collateralized debt obligations, mortgage-related and asset-backed securities, bank loans, money-market securities, swaps, futures, municipal securities, options, credit default swaps, private placements and restricted securities. These investments may have interest rates that are fixed, variable or floating. |
Unaffiliated Fixed Income Fund V | Seeks an annual rate of total return, before fund expenses, greater than the annual rate of total return of the Bloomberg Barclays U.S. Aggregate Bond Index. The fund normally invests at least 80% of its net assets in U.S. government and other public sector entities, asset-backed and mortgage-backed obligations of U.S. and foreign issuers and corporate debt of U.S. and foreign issuers. The fund only invests in debt obligations rated investment grade at the time of purchase by at least one major rating agency or, if unrated, determined by the fund’s advisor to be investment grade. After purchase, a debt obligation may cease to be rated or may have its rating reduced below the minimum rating required by the fund for purchase. In such cases, the advisor will consider whether to continue to hold the debt obligation. The fund may hold debt obligations with a “D” or similar credit rating indicating at least a partial payment default. |
FIXED-INCOME FUNDS – SHORT-TERM BOND | |
Schwab Short-Term Bond Index Fund | Seeks to track as closely as possible, before fees and expenses, the total return of an index composed of U.S. investment grade government related and corporate bonds with maturities between 1-5 years. The fund generally invests in securities that are included in the Bloomberg Barclays US Government/Credit 1-5 Years Index. Under normal circumstances, the fund will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in securities included in the index. |
• | For accounts held through a financial intermediary, each fund typically expects to pay sale proceeds to the financial intermediary for payment to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, each fund may take up to seven days to pay sale proceeds. |
• | Each fund reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• | Exchange orders are limited to other Schwab Funds (that are not Sweep Investments ® ) and the Laudus International MarketMasters Fund, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
• | You should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
• | Each fund typically expects to pay sale proceeds by wire, ACH, or by mailing a check, to redeeming shareholders within two business days following receipt of a shareholder redemption order; however, each fund may take up to seven days to pay sale proceeds. |
• | Each fund reserves the right to honor redemptions in liquid portfolio securities instead of cash when your redemptions over a 90-day period exceed $250,000 or 1% of the fund’s assets, whichever is less. You may incur transaction expenses and taxable gains in converting these securities to cash. In addition, a redemption in liquid portfolio securities would be treated as a taxable event for you and may result in the recognition of gain or loss for federal income tax purposes. |
• | Exchange orders are limited to other Schwab Funds (that are not Sweep Investments) and the Laudus International MarketMasters Fund, and must meet the minimum investment and other requirements for the fund and share class, if applicable, into which you are exchanging. |
• | You should obtain and read the prospectus for the fund into which you are exchanging prior to placing your order. |
• | To materially modify or terminate the exchange privilege upon 60 days’ written notice to shareholders. |
• | To change or waive a fund’s investment minimums. |
• | To suspend the right to sell shares back to the fund, and delay sending proceeds, during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC. |
• | To withdraw or suspend any part of the offering made by this prospectus. |
Option | Feature |
Reinvestment | All dividends and capital gains distributions are invested automatically in shares of the fund. |
Cash/reinvestment mix | You receive payment for dividends, while any capital gains distributions are invested in shares of the fund. |
Cash | You receive payment for all dividends and capital gains distributions. |
Schwab Capital Trust | 811-07704 |
Schwab ® Large-Cap Growth Fund | SWLSX |
Schwab ® Core Equity Fund | SWANX |
Schwab ® International Core Equity Fund | SICNX |
Schwab ® Dividend Equity Fund | SWDSX |
Schwab ® Small-Cap Equity Fund | SWSCX |
Schwab ® Hedged Equity Fund | SWHEX |
Schwab ® Health Care Fund | SWHFX |
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appendix – proxy voting policy and procedures |
(1) | Purchase or sell commodities or real estate, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(2) | Make loans to other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(3) | Borrow money, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(4) | Issue senior securities, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(5) | Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(1) | Purchase securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(2) | Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(1) | Will concentrate its investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. The Schwab Health Care Fund will concentrate its investments in securities of companies in the health care sector. |
(1) | Sell securities short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative instruments are not considered selling securities short). |
(2) | Purchase securities on margin, except such short-term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative instruments shall not constitute purchasing securities on margin. |
(3) | Invest more than 15% of its net assets in illiquid securities. |
(4) | Purchase securities of other investment companies, except as permitted by the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(5) | Purchase or sell commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that the fund may (i) purchase securities of companies that deal in real estate or interests therein (including REITs), (ii) purchase or sell futures contracts, options contracts, equity index participations and index participation contracts, and (iii) purchase securities of companies that deal in precious metals or interests therein. |
(6) | Lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements). |
(1) | Borrow money except that the fund may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided that (i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days). |
(1) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries. |
(1) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries (except that the fund may purchase securities to the extent that the S&P 500 ® is also so concentrated). |
(1) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries (except that the fund may purchase securities to the extent that the Russell 2000 ® Index is also so concentrated). |
(1) | Borrow money, except that the fund may (i) borrow money (A) for temporary or emergency purposes or (B) from banks or through an interfund lending facility, if any, and (ii) engage in reverse repurchase agreements with any party; provided that (i) and (ii) in combination do not exceed 33 1/3% of its total assets. |
(2) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries (except that the fund may purchase securities to the extent that the S&P 500 is also so concentrated). |
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 | |||
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). | 99 | 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). | 99 | 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. | 99 |
Director
(2003-present), Symantec Corporation
Director (2004-present), Corcept Therapeutics Incorporated Director (2009-present), Adamas Pharmaceuticals, Inc. |
Jane
P. Moncreiff
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 2019) |
Chief Investment Officer (2009-2017), CareGroup Healthcare System, Inc. (healthcare). | 99 | None |
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). | 99 | 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). | 99 | 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 (Mar. 1990-present), Smith Graham & Co. (investment advisors). | 99 | Director (2012-present), Eaton |
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 (Nov. 2017-present), Charles Schwab Premier 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. | 99 | Director (2008-present), The Charles Schwab Corporation |
Name,
Year of Birth, and Position(s) with the Trust
(Term of Office and Length of Time Served 1 ) |
Principal
Occupations
During the Past Five Years |
Number
of Portfolios
in Fund Complex Overseen by the Trustee |
Other
Directorships During
the Past Five Years |
INTERESTED TRUSTEES | |||
Marie
A. Chandoha
2
1961 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2016) |
Director 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 (Feb. 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). | 99 | 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 (Nov. 2017-present), Charles Schwab Premier 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. | 99 | 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) and 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. |
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 | |
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. |
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) and 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 (Chair), 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 (Chair), Stephen Timothy Kochis, David L. Mahoney and Kimberly S. Patmore. 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 (Chair), Robert W. Burns, Stephen Timothy Kochis, David L. Mahoney and Jane P. Moncreiff. 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 | $ 9,642 | N/A | $302,000 |
John F. Cogan | $10,280 | N/A | $322,000 |
Nancy F. Heller 1 | $ 5,648 | N/A | $176,167 |
Stephen Timothy Kochis | $ 9,642 | N/A | $302,000 |
David L. Mahoney | $ 9,642 | N/A | $302,000 |
Jane P. Moncreiff 2 | None | N/A | None |
Kiran M. Patel | $10,280 | N/A | $322,000 |
Kimberly S. Patmore | $ 9,642 | N/A | $302,000 |
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 |
Independent Trustees | |||
Charles A. Ruffel 3 | $ 4,795 | N/A | $151,000 |
Gerald B. Smith | $10,280 | N/A | $322,000 |
Joseph H. Wender 4 | $ 9,642 | N/A | $302,000 |
1 | Ms. Heller joined the Board effective June 1, 2018. |
2 | Ms. Moncreiff joined the Board effective January 1, 2019. |
3 | 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 Large-Cap Growth Fund | None | ||
Schwab Core Equity Fund | None | ||
Schwab International Core Equity Fund | None | ||
Schwab Dividend Equity Fund | None | ||
Schwab Small-Cap Equity Fund | None | ||
Schwab Hedged Equity Fund | None | ||
Schwab Health Care Fund | None | ||
Marie A. Chandoha | Over $100,000 | ||
Schwab Large-Cap Growth Fund | None | ||
Schwab Core Equity Fund | None | ||
Schwab International Core Equity Fund | $10,001-$50,000 | ||
Schwab Dividend Equity Fund | None | ||
Schwab Small-Cap Equity Fund | $50,001-$100,000 | ||
Schwab Hedged Equity Fund | $10,001-$50,000 | ||
Schwab Health Care Fund | None | ||
Joseph R. Martinetto | Over $100,000 | ||
Schwab Large-Cap Growth Fund | None | ||
Schwab Core Equity Fund | None | ||
Schwab International Core Equity Fund | None | ||
Schwab Dividend Equity Fund | None | ||
Schwab Small-Cap Equity Fund | None | ||
Schwab Hedged Equity Fund | None | ||
Schwab Health Care Fund | None | ||
Independent Trustees | |||
Robert W. Burns | Over $100,000 | ||
Schwab Large-Cap Growth Fund | None | ||
Schwab Core Equity Fund | None | ||
Schwab International Core Equity Fund | None | ||
Schwab Dividend Equity Fund | None | ||
Schwab Small-Cap Equity Fund | None | ||
Schwab Hedged Equity Fund | None | ||
Schwab Health Care Fund | 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 | |||
John F. Cogan | Over $100,000 | ||
Schwab Large-Cap Growth Fund | None | ||
Schwab Core Equity Fund | None | ||
Schwab International Core Equity Fund | None | ||
Schwab Dividend Equity Fund | None | ||
Schwab Small-Cap Equity Fund | None | ||
Schwab Hedged Equity Fund | None | ||
Schwab Health Care Fund | None | ||
Nancy F. Heller 1 | $50,001-$100,000 | ||
Schwab Large-Cap Growth Fund | None | ||
Schwab Core Equity Fund | None | ||
Schwab International Core Equity Fund | None | ||
Schwab Dividend Equity Fund | None | ||
Schwab Small-Cap Equity Fund | None | ||
Schwab Hedged Equity Fund | None | ||
Schwab Health Care Fund | None | ||
Stephen Timothy Kochis | Over $100,000 | ||
Schwab Large-Cap Growth Fund | None | ||
Schwab Core Equity Fund | None | ||
Schwab International Core Equity Fund | None | ||
Schwab Dividend Equity Fund | None | ||
Schwab Small-Cap Equity Fund | None | ||
Schwab Hedged Equity Fund | None | ||
Schwab Health Care Fund | None | ||
David L. Mahoney | Over $100,000 | ||
Schwab Large-Cap Growth Fund | None | ||
Schwab Core Equity Fund | None | ||
Schwab International Core Equity Fund | None | ||
Schwab Dividend Equity Fund | None | ||
Schwab Small-Cap Equity Fund | None | ||
Schwab Hedged Equity Fund | None | ||
Schwab Health Care Fund | None | ||
Jane P. Moncreiff 2 | None | ||
Schwab Large-Cap Growth Fund | None | ||
Schwab Core Equity Fund | None | ||
Schwab International Core Equity Fund | None | ||
Schwab Dividend Equity Fund | None | ||
Schwab Small-Cap Equity Fund | None | ||
Schwab Hedged Equity Fund | None | ||
Schwab Health Care Fund | None | ||
Kiran M. Patel | Over $100,000 | ||
Schwab Large-Cap Growth Fund | None | ||
Schwab Core Equity Fund | None | ||
Schwab International Core Equity Fund | None | ||
Schwab Dividend Equity Fund | None | ||
Schwab Small-Cap Equity Fund | None | ||
Schwab Hedged Equity Fund | None | ||
Schwab Health Care Fund | 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 | |||
Kimberly S. Patmore | Over $100,000 | ||
Schwab Large-Cap Growth Fund | None | ||
Schwab Core Equity Fund | None | ||
Schwab International Core Equity Fund | $10,001-$50,000 | ||
Schwab Dividend Equity Fund | None | ||
Schwab Small-Cap Equity Fund | None | ||
Schwab Hedged Equity Fund | None | ||
Schwab Health Care Fund | None | ||
Gerald B. Smith | Over $100,000 | ||
Schwab Large-Cap Growth Fund | None | ||
Schwab Core Equity Fund | $1-$10,000 | ||
Schwab International Core Equity Fund | None | ||
Schwab Dividend Equity Fund | None | ||
Schwab Small-Cap Equity Fund | None | ||
Schwab Hedged Equity Fund | None | ||
Schwab Health Care Fund | None |
1 | Ms. Heller joined the Board effective June 1, 2018. |
2 | Ms. Moncreiff joined the Board effective January 1, 2019. |
Fund | Name and Address | Percentage of Ownership |
Schwab Large-Cap Growth Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905 |
93.43% |
Fund | Name and Address | Percentage of Ownership |
Schwab Core Equity Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
96.25% |
Schwab
Balanced Fund (SWOBX)
211 Main Street San Francisco, CA 94105 |
7.39% 1 | |
Schwab
Target 2040 Fund (SWERX)
211 Main Street San Francisco, CA 94105 |
5.61% 1 | |
Schwab International Core Equity Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
93.10% |
Schwab Target 2040 Fund (SWERX) | 8.17% 1 | |
Schwab
Target 2030 Fund (SWDRX)
211 Main Street San Francisco, CA 94105 |
6.64% 1 | |
Schwab Dividend Equity Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
94.33% |
Schwab Small-Cap Equity Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
96.46% |
Schwab Target 2040 Fund (SWERX) | 7.38% 1 | |
Schwab Balanced Fund (SWOBX) | 7.33% 1 | |
Schwab Target 2030 Fund (SWDRX) | 5.37% 1 | |
Schwab Hedged Equity Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
74.42% |
National
Financial Services LLC
For Exclusive Benefit of Customers Attn: Mutual Funds Dept 5 th Floor 200 Liberty Street One World Financial Center New York, NY 10281-1003 |
9.21% | |
Schwab Health Care Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
88.01% |
1 | These shares are held within the Charles Schwab & Co., Inc. account listed elsewhere in the table. |
Fund and Advisory Fee Schedule | 2018 | 2017 | 2016 |
Expense
Cap |
|
Schwab
Large-Cap Growth Fund
0.72% of the fund’s average daily net assets |
Net fees paid: | $ 1,809,729 | $ 1,591,289 | $ 1,551,279 | 0.99% |
Gross fees reduced by: | $ 74,979 | $ 99,389 | $ 86,065 | ||
Schwab
Core Equity Fund
0.47% of the fund’s average daily net assets |
Net fees paid: | $10,900,443 | $10,347,153 | $10,153,297 | 0.75% |
Gross fees reduced by: | $ 0 | $ 0 | $ 0 | ||
Schwab
International Core Equity Fund
0.58% of the fund’s average daily net assets |
Net fees paid | $ 7,552,194 | $ 5,062,436 | $ 3,858,247 | 0.86% |
Gross fees reduced by: | $ 365,866 | $ 341,006 | $ 304,235 | ||
Schwab
Dividend Equity Fund
0.62% of the fund’s average daily net assets |
Net fees paid: | $ 8,672,841 | $ 9,331,647 | $10,403,635 | 0.89% |
Gross fees reduced by: | $ 0 | $ 0 | $ 0 | ||
Schwab
Small-Cap Equity Fund
0.81% of the fund’s average daily net assets |
Net fees paid: | $ 5,102,373 | $ 5,068,161 | $ 4,753,728 | 1.12% |
Gross fees reduced by: | $ 0 | $ 0 | $ 0 | ||
Schwab
Hedged Equity Fund
1.05% of the fund’s average daily net assets |
Net fees paid: | $ 2,846,280 | $ 2,578,475 | $ 2,081,615 | 1.33% |
Gross fees reduced by: | $ 0 | $ 2,260 | $ 13,928 | ||
Schwab
Health Care Fund
0.54% of the fund’s average daily net assets not in excess of $500 million; 0.515% of such net assets over $500 million but not in excess of $1 billion; and 0.49% of such net assets over $1 billion |
Net fees paid: | $ 4,472,743 | $ 4,513,951 | $ 5,229,517 | 0.82% |
Gross fees reduced by: | $ 0 | $ 0 | $ 0 |
Fund | Shareholder Servicing Fee |
Schwab Large-Cap Growth Fund | 0.25% |
Schwab Core Equity Fund | 0.25% |
Schwab International Core Equity Fund | 0.25% |
Schwab Dividend Equity Fund | 0.25% |
Schwab Small-Cap Equity Fund | 0.25% |
Schwab Hedged Equity Fund | 0.25% |
Schwab Health Care Fund | 0.25% |
Schwab
Core Equity Fund |
Schwab
Small-Cap Equity Fund |
Schwab
Health Care Fund |
|||
Gross income from securities lending activities | $1,738 | $740,963 | $31,247 | ||
Fees and/or compensation paid for securities lending activities and related services: | |||||
Fees paid to securities lending agent from a revenue split | $ 152 | $ 72,340 | $ 2,758 | ||
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 | $ 142 | $ 15,089 | $ 1,051 | ||
Administrative fees not included in revenue split | - | - | - | ||
Indemnification fees not included in revenue split | - | - | - | ||
Rebates (paid to borrower) | - | $ 2,470 | $ 2,618 | ||
Other fees not included in revenue split | - | - | - | ||
Aggregate fees/compensation paid for securities lending activities | $ 294 | $ 89,899 | $ 6,427 | ||
Net income from securities lending activities* | $1,444 | $651,064 | $24,820 |
* | “Net income from securities lending activities” may not match the fund’s current financial statements, which may reflect certain accrual adjustments. |
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 |
Jonas Svallin | 1 | $296,819,657 | $0 | $0 | $0 | $0 |
Wei Li | 1 | $296,819,657 | $0 | $0 | $0 | $0 |
Iain Clayton | 0 | $ 0 | $0 | $0 | $0 | $0 |
Holly Emerson | 0 | $ 0 | $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 |
Fund | 2018 | 2017 |
Schwab Large-Cap Growth Fund | 88% | 81% |
Schwab Core Equity Fund | 101% | 86% |
Schwab International Core Equity Fund | 98% | 85% |
Schwab Dividend Equity Fund | 79% | 70% |
Schwab Small-Cap Equity Fund | 111% | 99% |
Schwab Hedged Equity Fund | 180% | 163% |
Schwab Health Care Fund | 45% | 42% |
Fund | 2018 | 2017 | 2016 |
Schwab Large-Cap Growth Fund | $ 63,269 | $ 79,018 | $ 111,658 |
Schwab Core Equity Fund | $ 868,899 | $1,055,321 | $1,162,650 |
Schwab International Core Equity Fund | $1,120,635 | $ 732,638 | $ 572,187 |
Schwab Dividend Equity Fund | $ 475,375 | $ 693,361 | $ 999,871 |
Schwab Small-Cap Equity Fund | $ 690,038 | $ 843,068 | $ 802,119 |
Schwab Hedged Equity Fund | $ 278,868 | $ 297,642 | $ 264,753 |
Schwab Health Care Fund | $ 185,263 | $ 246,268 | $ 401,579 |
Fund | Regular Broker-Dealer | Value of Holdings |
Schwab Large-Cap Growth Fund | Sumitomo Mitsui Banking Corp. | $ 780,573 |
Citibank, National Association | $ 270,415 | |
Schwab Core Equity Fund | J.P. Morgan Securities LLC | $22,390,528 |
Schwab International Core Equity Fund | UBS Securities LLC | $ 566,590 |
Schwab Dividend Equity Fund | Citibank, National Association | $37,386,105 |
J.P. Morgan Securities LLC | $26,813,687 | |
Wells Fargo Securities, LLC | $ 913,427 | |
Sumitomo Mitsui Banking Corp. | $ 346,028 | |
Schwab Small-Cap Equity Fund | Sumitomo Mitsui Banking Corp. | $ 64,712 |
Schwab Hedged Equity Fund | None | N/A |
Schwab Health Care Fund | Barclays Capital, Inc. | $ 1,285,251 |
Brown Brothers Harriman & Co. | $ 8 |
I. | INTRODUCTION |
II. | PHILOSOPHY |
III. | PROXY VOTING GUIDELINES |
A. | DIRECTORS AND AUDITORS |
i. | Directors |
• | The board is not majority independent |
• | The board does not have any female directors and has not provided a reasonable explanation for its lack of gender diversity |
• | 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 |
• | A pattern of inaccurate audits or other behavior that may call into question an auditor’s effectiveness |
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 (a defensive tactic used by a company’s board to fight a hostile takeover, commonly referred to 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 Shareholder Rights Plan 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 Shareholder Rights Plan 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 |
• | 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 either change their business practices or enhance their disclosures. CSIM believes that, in most instances, the board is best positioned to determine a company’s strategy and manage its operations, and generally does not support shareholder proposals seeking a change in business practices. CSIM generally evaluates shareholder proposals seeking additional disclosures on relevant environmental and social issues based on a company’s current level of reporting, peer disclosures and the existence of controversies or litigation related to the issue. |
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 |
Where CSIM has delegated day-to-day investment management responsibilities to an investment sub-adviser, CSIM may (but generally does not) delegate proxy voting responsibility to such investment sub-adviser. Each sub-adviser to whom proxy voting responsibility has been delegated will be required to review all proxy solicitation material and to exercise the voting rights associated with the securities it has been allocated in the best interest of each investment company and its shareholders, or other client. Prior to delegating the proxy voting responsibility, CSIM will review each sub-adviser’s proxy voting policy to determine whether it believes that each sub-adviser’s proxy voting policy is generally consistent with the maximization of the value of CSIM’s clients’ investments by protecting the long-term best interest of shareholders. | |
E. | REPORTING AND RECORD RETENTION |
CSIM will maintain, or cause Glass Lewis to maintain, records that identify the manner in which proxies have been voted (or not voted) on behalf of CSIM clients. CSIM will comply with all applicable rules and regulations regarding disclosure of its or its clients’ proxy voting records and procedures. |
CSIM will retain all proxy voting materials and supporting documentation as required under the Investment Advisers Act of 1940, as amended. |
Schwab Balanced Fund™ | SWOBX |
Schwab MarketTrack Portfolios ® | |
Schwab MarketTrack All Equity Portfolio™ | SWEGX |
Schwab MarketTrack Growth Portfolio™ | SWHGX |
Schwab MarketTrack Balanced Portfolio™ | SWBGX |
Schwab MarketTrack Conservative Portfolio™ | SWCGX |
Schwab Target Funds | |
Schwab Target 2010 Fund | SWBRX |
Schwab Target 2015 Fund | SWGRX |
Schwab Target 2020 Fund | SWCRX |
Schwab Target 2025 Fund | SWHRX |
Schwab Target 2030 Fund | SWDRX |
Schwab Target 2035 Fund | SWIRX |
Schwab Target 2040 Fund | SWERX |
Schwab Target 2045 Fund | SWMRX |
Schwab Target 2050 Fund | SWNRX |
Schwab Target 2055 Fund | SWORX |
Schwab Target 2060 Fund | SWPRX |
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Appendix – Principal Holders Of Securities | |
appendix – proxy voting policy and procedures |
(1) | Purchase securities of any issuer unless consistent with the maintenance of its status as a diversified company under the 1940 Act. |
(2) | Concentrate investments in a particular industry or group of industries as concentration is defined under the 1940 Act, or the rules or regulations thereunder. |
(3) | Purchase or sell commodities, commodities contracts or real estate, lend or borrow money, issue senior securities, underwrite securities, or pledge, mortgage or hypothecate any of its assets, except as permitted by the 1940 Act or the rules or regulations thereunder. |
(1) | Invest more than 15% of its net assets in illiquid securities. |
(2) | Purchase securities of other investment companies, except as permitted by the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(3) | Sell securities short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative instruments are not considered selling securities short). |
(4) | Purchase securities on margin, except such short term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative instruments shall not constitute purchasing securities on margin. |
(5) | Borrow money except that the fund may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided that (i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days). |
(6) | Lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements). |
(7) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries. |
(8) | Purchase or sell commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that the fund may (i) purchase securities of companies that deal in real estate or interests therein (including REITs); (ii) purchase or sell futures contracts, options contracts, equity index participations and index participation contracts; and (iii) purchase securities of companies that deal in precious metals or interests therein. |
(1) | Purchase securities of any issuer unless consistent with the maintenance of its status as a diversified company under the 1940 Act. |
(2) | Concentrate investments in a particular industry or group of industries as concentration is defined under the 1940 Act, or the rules or regulations thereunder. |
(3) | (i) Purchase or sell commodities, commodities contracts or real estate, (ii) lend or borrow money; (iii) issue senior securities; (iv) underwrite securities; or (v) pledge, mortgage or hypothecate any of its assets, except as permitted by the 1940 Act or the rules or regulations thereunder. |
(1) | Purchase securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(2) | Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(3) | Purchase or sell commodities or real estate, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(4) | Purchase securities of other investment companies, except as permitted by the 1940 Act, including any exemptive relief granted by the SEC. |
(5) | Make loans to other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(6) | Borrow money, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(7) | Issue senior securities, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(8) | Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(1) | Sell securities short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative instruments are not considered selling securities short). |
(2) | Purchase securities on margin, except such short-term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts and options on futures or other derivative instruments shall not constitute purchasing securities on margin. |
(3) | Borrow money except that the portfolio may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided that (i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days). |
(4) | Lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements). |
(5) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries. |
(6) | Invest more than 15% of its net assets in illiquid securities. |
(7) | Purchase or sell commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that the portfolio may (i) purchase securities of companies that deal in real estate or interests therein (including REITs); (ii) purchase or sell futures contracts, options contracts, equity index participations and index participation contracts; and (iii) purchase securities of companies that deal in precious metals or interests therein. |
(1) | Purchase securities of other investment companies, except as permitted by the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(1) | Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(2) | Purchase or sell commodities or real estate, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(3) | Make loans to other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(4) | Borrow money, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(5) | Issue senior securities, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(6) | Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(7) | Purchase securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(1) | Invest more than 15% of its net assets in illiquid securities. |
(2) | Sell securities short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative instruments are not considered selling securities short). |
(3) | Purchase securities on margin, except such short-term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative instruments shall not constitute purchasing securities on margin. |
(4) | Purchase or sell commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that the fund may (1) purchase securities of companies that deal in real estate or interests therein (including REITs); (2) purchase or sell futures contracts, options contracts, equity index participations and index participation contracts; and (3) purchase securities of companies that deal in precious metals or interests therein. |
(5) | Borrow money except that the fund may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided that (i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days). |
(6) | Lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements). |
(7) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries. |
Name,
Year of Birth, and Position(s) with the Trust
(Term of Office and Length of Time Served 1 ) |
Principal
Occupations
During the Past Five Years |
Number
of Portfolios
in Fund Complex Overseen by the Trustee |
Other
Directorships During
the Past Five Years |
INDEPENDENT TRUSTEES | |||
Gerald
B. Smith
1950 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2000; Laudus Trust since 2010; Schwab Strategic Trust since 2016) |
Chairman, Chief Executive Officer and Founder (Mar. 1990-present), Smith Graham & Co. (investment advisors). | 99 | Director (2012-present), Eaton |
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 (Nov. 2017-present), Charles Schwab Premier 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. | 99 | 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 (Feb. 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). | 99 | 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 (Nov. 2017-present), Charles Schwab Premier 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. | 99 | 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). |
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. |
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) and 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 (Chair), 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 (Chair), Stephen Timothy Kochis, David L. Mahoney and Kimberly S. Patmore. 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 (Chair), Robert W. Burns, Stephen Timothy Kochis, David L. Mahoney and Jane P. Moncreiff. 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 | $16,802 | N/A | $302,000 |
John F. Cogan | $17,915 | N/A | $322,000 |
Nancy F. Heller 1 | $ 9,933 | N/A | $176,167 |
Stephen Timothy Kochis | $16,802 | N/A | $302,000 |
David L. Mahoney | $16,802 | N/A | $302,000 |
Jane P. Moncreiff 2 | None | N/A | None |
Kiran M. Patel | $17,915 | N/A | $322,000 |
Kimberly S. Patmore | $16,802 | N/A | $302,000 |
Charles A. Ruffel 3 | $ 8,273 | N/A | $151,000 |
Gerald B. Smith | $17,915 | N/A | $322,000 |
Joseph H. Wender 4 | $16,802 | N/A | $302,000 |
1 | Ms. Heller joined the Board effective June 1, 2018. |
2 | Ms. Moncreiff joined the Board effective January 1, 2019. |
3 | 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 Balanced Fund | None | ||
Schwab MarketTrack All Equity Portfolio | None | ||
Schwab MarketTrack Growth Portfolio | None | ||
Schwab MarketTrack Balanced Portfolio | None | ||
Schwab MarketTrack Conservative Portfolio | None | ||
Schwab Target 2010 Fund | None | ||
Schwab Target 2015 Fund | None | ||
Schwab Target 2020 Fund | None | ||
Schwab Target 2025 Fund | None | ||
Schwab Target 2030 Fund | None | ||
Schwab Target 2035 Fund | None | ||
Schwab Target 2040 Fund | None | ||
Schwab Target 2045 Fund | None | ||
Schwab Target 2050 Fund | None | ||
Schwab Target 2055 Fund | None | ||
Schwab Target 2060 Fund | 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 |
|
Interested Trustees | |||
Marie A. Chandoha | Over $100,000 | ||
Schwab Balanced Fund | None | ||
Schwab MarketTrack All Equity Portfolio | None | ||
Schwab MarketTrack Growth Portfolio | None | ||
Schwab MarketTrack Balanced Portfolio | None | ||
Schwab MarketTrack Conservative Portfolio | None | ||
Schwab Target 2010 Fund | None | ||
Schwab Target 2015 Fund | None | ||
Schwab Target 2020 Fund | None | ||
Schwab Target 2025 Fund | None | ||
Schwab Target 2030 Fund | Over $100,000 | ||
Schwab Target 2035 Fund | None | ||
Schwab Target 2040 Fund | None | ||
Schwab Target 2045 Fund | None | ||
Schwab Target 2050 Fund | None | ||
Schwab Target 2055 Fund | None | ||
Schwab Target 2060 Fund | None | ||
Joseph R. Martinetto | Over $100,000 | ||
Schwab Balanced Fund | None | ||
Schwab MarketTrack All Equity Portfolio | None | ||
Schwab MarketTrack Growth Portfolio | None | ||
Schwab MarketTrack Balanced Portfolio | None | ||
Schwab MarketTrack Conservative Portfolio | None | ||
Schwab Target 2010 Fund | None | ||
Schwab Target 2015 Fund | None | ||
Schwab Target 2020 Fund | None | ||
Schwab Target 2025 Fund | None | ||
Schwab Target 2030 Fund | None | ||
Schwab Target 2035 Fund | None | ||
Schwab Target 2040 Fund | None | ||
Schwab Target 2045 Fund | None | ||
Schwab Target 2050 Fund | None | ||
Schwab Target 2055 Fund | None | ||
Schwab Target 2060 Fund | 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 | |||
Robert W. Burns | Over $100,000 | ||
Schwab Balanced Fund | None | ||
Schwab MarketTrack All Equity Portfolio | None | ||
Schwab MarketTrack Growth Portfolio | None | ||
Schwab MarketTrack Balanced Portfolio | None | ||
Schwab MarketTrack Conservative Portfolio | None | ||
Schwab Target 2010 Fund | None | ||
Schwab Target 2015 Fund | None | ||
Schwab Target 2020 Fund | None | ||
Schwab Target 2025 Fund | None | ||
Schwab Target 2030 Fund | None | ||
Schwab Target 2035 Fund | None | ||
Schwab Target 2040 Fund | $10,001-$50,000 | ||
Schwab Target 2045 Fund | None | ||
Schwab Target 2050 Fund | None | ||
Schwab Target 2055 Fund | None | ||
Schwab Target 2060 Fund | None | ||
John F. Cogan | Over $100,000 | ||
Schwab Balanced Fund | None | ||
Schwab MarketTrack All Equity Portfolio | None | ||
Schwab MarketTrack Growth Portfolio | None | ||
Schwab MarketTrack Balanced Portfolio | None | ||
Schwab MarketTrack Conservative Portfolio | None | ||
Schwab Target 2010 Fund | None | ||
Schwab Target 2015 Fund | None | ||
Schwab Target 2020 Fund | None | ||
Schwab Target 2025 Fund | None | ||
Schwab Target 2030 Fund | None | ||
Schwab Target 2035 Fund | None | ||
Schwab Target 2040 Fund | None | ||
Schwab Target 2045 Fund | None | ||
Schwab Target 2050 Fund | None | ||
Schwab Target 2055 Fund | None | ||
Schwab Target 2060 Fund | 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 | |||
Nancy F. Heller 1 | $50,001-$100,000 | ||
Schwab Balanced Fund | None | ||
Schwab MarketTrack All Equity Portfolio | None | ||
Schwab MarketTrack Growth Portfolio | None | ||
Schwab MarketTrack Balanced Portfolio | None | ||
Schwab MarketTrack Conservative Portfolio | None | ||
Schwab Target 2010 Fund | None | ||
Schwab Target 2015 Fund | None | ||
Schwab Target 2020 Fund | None | ||
Schwab Target 2025 Fund | None | ||
Schwab Target 2030 Fund | None | ||
Schwab Target 2035 Fund | None | ||
Schwab Target 2040 Fund | None | ||
Schwab Target 2045 Fund | None | ||
Schwab Target 2050 Fund | None | ||
Schwab Target 2055 Fund | None | ||
Schwab Target 2060 Fund | None | ||
Stephen Timothy Kochis | Over $100,000 | ||
Schwab Balanced Fund | None | ||
Schwab MarketTrack All Equity Portfolio | None | ||
Schwab MarketTrack Growth Portfolio | None | ||
Schwab MarketTrack Balanced Portfolio | None | ||
Schwab MarketTrack Conservative Portfolio | None | ||
Schwab Target 2010 Fund | None | ||
Schwab Target 2015 Fund | None | ||
Schwab Target 2020 Fund | None | ||
Schwab Target 2025 Fund | None | ||
Schwab Target 2030 Fund | None | ||
Schwab Target 2035 Fund | None | ||
Schwab Target 2040 Fund | None | ||
Schwab Target 2045 Fund | None | ||
Schwab Target 2050 Fund | None | ||
Schwab Target 2055 Fund | None | ||
Schwab Target 2060 Fund | 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 | Over $100,000 | ||
Schwab Balanced Fund | None | ||
Schwab MarketTrack All Equity Portfolio | None | ||
Schwab MarketTrack Growth Portfolio | None | ||
Schwab MarketTrack Balanced Portfolio | None | ||
Schwab MarketTrack Conservative Portfolio | None | ||
Schwab Target 2010 Fund | None | ||
Schwab Target 2015 Fund | None | ||
Schwab Target 2020 Fund | None | ||
Schwab Target 2025 Fund | None | ||
Schwab Target 2030 Fund | None | ||
Schwab Target 2035 Fund | None | ||
Schwab Target 2040 Fund | None | ||
Schwab Target 2045 Fund | None | ||
Schwab Target 2050 Fund | None | ||
Schwab Target 2055 Fund | None | ||
Schwab Target 2060 Fund | None | ||
Jane P. Moncreiff 2 | None | ||
Schwab Balanced Fund | None | ||
Schwab MarketTrack All Equity Portfolio | None | ||
Schwab MarketTrack Growth Portfolio | None | ||
Schwab MarketTrack Balanced Portfolio | None | ||
Schwab MarketTrack Conservative Portfolio | None | ||
Schwab Target 2010 Fund | None | ||
Schwab Target 2015 Fund | None | ||
Schwab Target 2020 Fund | None | ||
Schwab Target 2025 Fund | None | ||
Schwab Target 2030 Fund | None | ||
Schwab Target 2035 Fund | None | ||
Schwab Target 2040 Fund | None | ||
Schwab Target 2045 Fund | None | ||
Schwab Target 2050 Fund | None | ||
Schwab Target 2055 Fund | None | ||
Schwab Target 2060 Fund | 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 | |||
Kiran M. Patel | Over $100,000 | ||
Schwab Balanced Fund | None | ||
Schwab MarketTrack All Equity Portfolio | None | ||
Schwab MarketTrack Growth Portfolio | None | ||
Schwab MarketTrack Balanced Portfolio | None | ||
Schwab MarketTrack Conservative Portfolio | None | ||
Schwab Target 2010 Fund | None | ||
Schwab Target 2015 Fund | None | ||
Schwab Target 2020 Fund | None | ||
Schwab Target 2025 Fund | None | ||
Schwab Target 2030 Fund | None | ||
Schwab Target 2035 Fund | None | ||
Schwab Target 2040 Fund | None | ||
Schwab Target 2045 Fund | None | ||
Schwab Target 2050 Fund | None | ||
Schwab Target 2055 Fund | None | ||
Schwab Target 2060 Fund | None | ||
Kimberly S. Patmore | Over $100,000 | ||
Schwab Balanced Fund | None | ||
Schwab MarketTrack All Equity Portfolio | None | ||
Schwab MarketTrack Growth Portfolio | None | ||
Schwab MarketTrack Balanced Portfolio | None | ||
Schwab MarketTrack Conservative Portfolio | None | ||
Schwab Target 2010 Fund | None | ||
Schwab Target 2015 Fund | None | ||
Schwab Target 2020 Fund | None | ||
Schwab Target 2025 Fund | None | ||
Schwab Target 2030 Fund | None | ||
Schwab Target 2035 Fund | None | ||
Schwab Target 2040 Fund | None | ||
Schwab Target 2045 Fund | None | ||
Schwab Target 2050 Fund | None | ||
Schwab Target 2055 Fund | None | ||
Schwab Target 2060 Fund | None |
Name of Trustee | Dollar Range of Trustee Ownership of the Funds Included in the SAI |
Aggregate
Dollar Range of
Trustee Ownership in the Family of Investment Companies |
|
Independent Trustees | |||
Gerald B. Smith | Over $100,000 | ||
Schwab Balanced Fund | None | ||
Schwab MarketTrack All Equity Portfolio | None | ||
Schwab MarketTrack Growth Portfolio | None | ||
Schwab MarketTrack Balanced Portfolio | None | ||
Schwab MarketTrack Conservative Portfolio | None | ||
Schwab Target 2010 Fund | None | ||
Schwab Target 2015 Fund | None | ||
Schwab Target 2020 Fund | None | ||
Schwab Target 2025 Fund | None | ||
Schwab Target 2030 Fund | None | ||
Schwab Target 2035 Fund | None | ||
Schwab Target 2040 Fund | None | ||
Schwab Target 2045 Fund | None | ||
Schwab Target 2050 Fund | None | ||
Schwab Target 2055 Fund | None | ||
Schwab Target 2060 Fund | None |
1 | Ms. Heller joined the Board effective June 1, 2018. |
2 | Ms. Moncreiff joined the Board effective January 1, 2019. |
1 | The investment adviser and its affiliates have agreed to limit the “net operating expenses” of the fund to this amount (excluding interest, taxes, and certain non-routine expenses) for so long as the investment adviser serves as the adviser to the fund. This agreement may only be amended or terminated with the approval of the fund’s Board of Trustees. |
Fund* | Shareholder Servicing Fee |
Schwab MarketTrack All Equity Portfolio | 0.25% |
Schwab MarketTrack Balanced Portfolio | 0.25% |
Schwab MarketTrack Growth Portfolio | 0.25% |
Schwab MarketTrack Conservative Portfolio | 0.25% |
* | The Schwab Balanced Fund and Schwab Target Funds are not subject to any shareholder servicing fees under the Plan. |
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 |
Zifan Tang | 18 | $1,368,220,487 | 0 | $0 | 0 | $0 |
Patrick Kwok | 11 | $ 818,939,412 | 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 |
Zifan Tang | Schwab Balanced Fund | None |
Schwab MarketTrack All Equity Portfolio | None | |
Schwab MarketTrack Growth Portfolio | None | |
Schwab MarketTrack Balanced Portfolio | None | |
Schwab MarketTrack Conservative Portfolio | None | |
Schwab Target 2010 Fund | None | |
Schwab Target 2015 Fund | None | |
Schwab Target 2020 Fund | None | |
Schwab Target 2025 Fund | None | |
Schwab Target 2030 Fund | None | |
Schwab Target 2035 Fund | None | |
Schwab Target 2040 Fund | $10,001-$50,000 | |
Schwab Target 2045 Fund | None | |
Schwab Target 2050 Fund | None | |
Schwab Target 2055 Fund | None | |
Schwab Target 2060 Fund | None | |
Patrick Kwok | Schwab Balanced Fund | None |
Schwab MarketTrack All Equity Portfolio | None | |
Schwab MarketTrack Growth Portfolio | None | |
Schwab MarketTrack Balanced Portfolio | None | |
Schwab MarketTrack Conservative Portfolio | None | |
Schwab Target 2010 Fund | None | |
Schwab Target 2015 Fund | None | |
Schwab Target 2020 Fund | None | |
Schwab Target 2025 Fund | None | |
Schwab Target 2030 Fund | None | |
Schwab Target 2035 Fund | None | |
Schwab Target 2040 Fund | None | |
Schwab Target 2045 Fund | None | |
Schwab Target 2050 Fund | None | |
Schwab Target 2055 Fund | None | |
Schwab Target 2060 Fund | None |
2018 | 2017 | |
Schwab Balanced Fund | 6% | 28% |
Schwab MarketTrack Portfolios | ||
Schwab MarketTrack All Equity Portfolio | 5% | 5% |
Schwab MarketTrack Growth Portfolio | 7% | 20% |
Schwab MarketTrack Balanced Portfolio | 8% | 46% |
Schwab MarketTrack Conservative Portfolio | 9% | 74% |
Schwab Target Funds | ||
Schwab Target 2010 Fund | 16% | 51% |
Schwab Target 2015 Fund | 14% | 52% |
Schwab Target 2020 Fund | 18% | 47% |
Schwab Target 2025 Fund | 13% | 36% |
Schwab Target 2030 Fund | 14% | 30% |
Schwab Target 2035 Fund | 14% | 24% |
Schwab Target 2040 Fund | 17% | 21% |
Schwab Target 2045 Fund | 12% | 11% |
Schwab Target 2050 Fund | 10% | 10% |
Schwab Target 2055 Fund | 10% | 9% |
Schwab Target 2060 Fund | 22% | 7% |
Fund | 2018 | 2017 | 2016 |
Schwab Balanced Fund™ | $ 0 | $0 | $0 |
Schwab MarketTrack Portfolios | |||
All Equity Portfolio | $ 0 | $0 | $0 |
Growth Portfolio | $ 0 | $0 | $0 |
Balanced Portfolio | $ 0 | $0 | $0 |
Conservative Portfolio | $ 0 | $0 | $0 |
Schwab Target Funds | |||
Schwab Target 2010 Fund | $ 0 | $0 | $0 |
Schwab Target 2015 Fund | $ 0 | $0 | $0 |
Schwab Target 2020 Fund | $ 543* | $0 | $0 |
Schwab Target 2025 Fund | $ 2,026* | $0 | $0 |
Schwab Target 2030 Fund | $ 6,645* | $0 | $0 |
Schwab Target 2035 Fund | $ 4,381* | $0 | $0 |
Schwab Target 2040 Fund | $13,159* | $0 | $0 |
Schwab Target 2045 Fund | $ 2,026* | $0 | $0 |
Fund | 2018 | 2017 | 2016 |
Schwab Target 2050 Fund | $ 1,938* | $0 | $0 |
Schwab Target 2055 Fund | $ 1,249* | $0 | $0 |
Schwab Target 2060 Fund | $ 189* | $0 | $0 |
* | During the fiscal year ended October 31, 2018, the fund temporarily invested in shares of the Schwab Emerging Markets Equity ETF, which were subject to brokerage commissions. |
Fund | Regular Broker-Dealer | Value of Holdings |
Schwab Balanced Fund | None | N/A |
Schwab MarketTrack Portfolios | ||
Schwab MarketTrack All Equity Portfolio | None | N/A |
Schwab MarketTrack Growth Portfolio | None | N/A |
Schwab MarketTrack Balanced Portfolio | None | N/A |
Schwab MarketTrack Conservative Portfolio | None | N/A |
Schwab Target Funds | ||
Schwab Target 2010 Fund | None | N/A |
Schwab Target 2015 Fund | None | N/A |
Schwab Target 2020 Fund | None | N/A |
Schwab Target 2025 Fund | None | N/A |
Schwab Target 2030 Fund | None | N/A |
Schwab Target 2035 Fund | None | N/A |
Schwab Target 2040 Fund | None | N/A |
Schwab Target 2045 Fund | None | N/A |
Schwab Target 2050 Fund | None | N/A |
Schwab Target 2055 Fund | None | N/A |
Schwab Target 2060 Fund | None | N/A |
Fund | Name and Address | Percentage of Ownership |
Schwab Balanced Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105 |
91.38% |
Schwab MarketTrack All Equity Portfolio |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
94.90% |
Schwab MarketTrack Growth Portfolio |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
95.91% |
Schwab MarketTrack Balanced Portfolio |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
96.12% |
Charles
Schwab Bank Omnibus Account
FBO Same Day Exchange FS12 211 Main Street San Francisco, CA 94105 |
6.23% 1 | |
Schwab MarketTrack Conservative Portfolio |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
97.57% |
Charles
Schwab Bank Omnibus Account
FBO Same Day Exchange FS12 |
9.82% 1 | |
Schwab Target 2010 Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
95.79% |
Charles
Schwab Bank Omnibus Account
FBO Same Day Exchange FS12 |
5.94% 1 | |
Schwab Target 2015 Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
88.71% |
Great-West
Trust Company LLC
The Childrens Hospital Assoc. c/o Fascore LLC 8515 E Orchard Road 2T2 Greenwood Village, CO 80111 |
5.45% | |
Schwab Target 2020 Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
92.45% |
Schwab Target 2025 Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
92.88% |
Schwab Target 2030 Fund |
Charles
Schwab & Co., Inc.
211 Main Street San Francisco, CA 94105 |
93.03% |
Schwab Target 2035 Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
91.25% |
Schwab Target 2040 Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
93.63% |
Schwab Target 2045 Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
79.50% |
Great-West
Trust Company LLC
The Childrens Hospital Assoc. c/o Fascore LLC |
15.24% |
Fund | Name and Address | Percentage of Ownership |
Schwab Target 2050 Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
80.18% |
Great-West
Trust Company LLC
The Childrens Hospital Assoc. c/o Fascore LLC |
16.37% | |
Schwab Target 2055 Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
84.91% |
Great-West
Trust Company LLC
The Childrens Hospital Assoc. c/o Fascore LLC |
10.79% | |
Schwab Target 2060 Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N |
98.29% |
Richard
Allen Lozyniak IRA Rollover
c/o Charles Schwab & Co., Inc. 9800 Schwab Way (DENR2-3-505) Lone Tree, CO 80124 |
5.26% 1 |
1 | These shares are held within the Charles Schwab & Co., Inc. account listed elsewhere in the table. |
I. | INTRODUCTION |
II. | PHILOSOPHY |
III. | PROXY VOTING GUIDELINES |
A. | DIRECTORS AND AUDITORS |
i. | Directors |
• | The board is not majority independent |
• | The board does not have any female directors and has not provided a reasonable explanation for its lack of gender diversity |
• | 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 |
• | A pattern of inaccurate audits or other behavior that may call into question an auditor’s effectiveness |
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 (a defensive tactic used by a company’s board to fight a hostile takeover, commonly referred to 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 Shareholder Rights Plan 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 Shareholder Rights Plan 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 |
• | 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 either change their business practices or enhance their disclosures. CSIM believes that, in most instances, the board is best positioned to determine a company’s strategy and manage its operations, and generally does not support shareholder proposals seeking a change in business practices. CSIM generally evaluates shareholder proposals seeking additional disclosures on relevant environmental and social issues based on a company’s current level of reporting, peer disclosures and the existence of controversies or litigation related to the issue. |
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 |
Where CSIM has delegated day-to-day investment management responsibilities to an investment sub-adviser, CSIM may (but generally does not) delegate proxy voting responsibility to such investment sub-adviser. Each sub-adviser to whom proxy voting responsibility has been delegated will be required to review all proxy solicitation material and to exercise the voting rights associated with the securities it has been allocated in the best interest of each investment company and its shareholders, or other client. Prior to delegating the proxy voting responsibility, CSIM will review each sub-adviser’s proxy voting policy to determine whether it believes that each sub-adviser’s proxy voting policy is generally consistent with the maximization of the value of CSIM’s clients’ investments by protecting the long-term best interest of shareholders. | |
E. | REPORTING AND RECORD RETENTION |
CSIM will maintain, or cause Glass Lewis to maintain, records that identify the manner in which proxies have been voted (or not voted) on behalf of CSIM clients. CSIM will comply with all applicable rules and regulations regarding disclosure of its or its clients’ proxy voting records and procedures. |
CSIM will retain all proxy voting materials and supporting documentation as required under the Investment Advisers Act of 1940, as amended. |
Schwab ® S&P 500 Index Fund | SWPPX |
Schwab 1000 Index ® Fund | SNXFX |
Schwab Small-Cap Index Fund ® | SWSSX |
Schwab Total Stock Market Index Fund ® | SWTSX |
Schwab ® U.S. Large-Cap Growth Index Fund | SWLGX |
Schwab ® U.S. Large-Cap Value Index Fund | SWLVX |
Schwab ® U.S. Mid-Cap Index Fund | SWMCX |
Schwab International Index Fund ® | SWISX |
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appendix – proxy voting policy and procedures |
(1) | Borrow money, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(2) | Make loans to other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(3) | Issue senior securities, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(4) | Purchase securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(5) | Purchase or sell commodities or real estate, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(6) | Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(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. |
(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. |
(1) | Purchase securities of other investment companies, except as permitted by the 1940 Act, including any exemptive relief granted by the SEC. |
(1) | Pledge, mortgage or hypothecate any of its assets, except as permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(1) | Purchase securities of other investment companies, except as permitted by the 1940 Act. |
(1) | Purchase securities of any issuer, except as consistent with the maintenance of its status as a diversified company under the 1940 Act. |
(2) | Concentrate investments in a particular industry or group of industries, except as permitted under the 1940 Act, or the rules or regulations thereunder. |
(3) | (i) Purchase or sell commodities, commodities contracts, futures or real estate; (ii) lend or borrow money; (iii) issue senior securities; (iv) underwrite securities; or (v) pledge, mortgage or hypothecate any of its assets, except as permitted by the 1940 Act, or the rules or regulations thereunder. |
(1) | Sell securities short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative instruments are not considered selling securities short). |
(2) | Purchase securities on margin, except such short-term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative instruments shall not constitute purchasing securities on margin. |
(3) | Borrow money except that the fund may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided that (i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days). |
(4) | Lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements). |
(5) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries (except that each fund may purchase securities to the extent that its index is also so concentrated). |
(6) | Purchase or sell commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that each fund may (i) purchase securities of companies that deal in real estate or interests therein (including REITs); (ii) purchase or sell futures contracts, options contracts, equity index participations and index participation contracts; and (iii) purchase securities of companies that deal in precious metals or interests therein. |
(7) | Invest more than 15% of its net assets in illiquid securities. |
(1) | Intends to achieve its investment objective by tracking the price and dividend performance (total return) of the Russell 2000 Index. |
(1) | Intends to achieve its investment objective by tracking the price and dividend performance (total return) of the MSCI EAFE Index. |
(1) | Purchase securities of other investment companies, except as permitted by the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
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. | 99 | 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). | 99 | 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). | 99 | 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. | 99 |
Director
(2003-present), Symantec Corporation
Director (2004-present), Corcept Therapeutics Incorporated Director (2009-present), Adamas Pharmaceuticals, Inc. |
Jane
P. Moncreiff
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 2019) |
Chief Investment Officer (2009-2017), CareGroup Healthcare System, Inc. (healthcare). | 99 | None |
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). | 99 | 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). | 99 | 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 (Mar. 1990-present), Smith Graham & Co. (investment advisors). | 99 | Director (2012-present), Eaton |
Name,
Year of Birth, and Position(s) with the Trust
(Term of Office and Length of Time Served 1 ) |
Principal
Occupations
During the Past Five Years |
Number
of Portfolios
in Fund Complex Overseen by the Trustee |
Other
Directorships During
the Past Five Years |
INTERESTED TRUSTEES | |||
Walter
W. Bettinger II
2
1960 Chairman and Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Schwab Strategic Trust since 2009; Laudus Trust 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 (Nov. 2017-present), Charles Schwab Premier 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. | 99 | 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 (Feb. 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). | 99 | 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 (Nov. 2017-present), Charles Schwab Premier 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. | 99 | 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) and Vice President (Jan. 2009-Dec. 2013), Charles Schwab & Co., Inc.; President (Nov. 2018-present), Schwab Funds, Laudus Funds and 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 | |
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. |
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) and 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 Trusts’ financial reporting processes and compliance policies, procedures and processes, and the Trusts’ overall system of internal controls. The Audit, Compliance and Valuation Committee also reviews and evaluates the qualifications, independence and performance of the Trusts’ independent auditors, and the implementation and operation of the Trusts’ valuation policy and procedures. This Committee is comprised of at least three independent trustees and currently has the following members: Kiran M. Patel (Chair), 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 Trusts to fill a vacancy on the Board, and a shareholder submitted a candidate for consideration by the Board to fill the vacancy, the Governance Committee would evaluate that candidate in the same manner as it evaluates nominees identified by the Governance Committee. Nominee recommendations may be submitted to the Secretary of the Trusts at the Trusts’ principal business address. This Committee is comprised of at least three independent trustees and currently has the following members: John F. Cogan (Chair), Stephen Timothy Kochis, David L. Mahoney and Kimberly S. Patmore. The Committee met four times during the most recent fiscal year. |
• | The Investment Oversight Committee reviews the investment activities of the Trusts and the performance of the funds’ investment 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 (Chair), Robert W. Burns, Stephen Timothy Kochis, David L. Mahoney and Jane P. Moncreiff. The Committee met five times during the most recent fiscal year. |
Aggregate Compensation from: |
Pension
or Retirement
Benefits Accrued as Part of Fund Expenses |
Total
Compensation
from the Funds and Fund Complex Paid to Trustees |
||
Name of Trustee |
The
Funds that are a series
of Schwab Capital Trust |
The
Fund that is a series
of Schwab Investments |
||
Interested Trustees | ||||
Walter W. Bettinger II | None | None | N/A | None |
Marie A. Chandoha | None | None | N/A | None |
Joseph R. Martinetto | None | None | N/A | None |
Independent Trustees | ||||
Robert W. Burns | $33,072 | $7,611 | N/A | $302,000 |
John F. Cogan | $35,262 | $8,115 | N/A | $322,000 |
Nancy F. Heller 1 | $19,863 | $4,464 | N/A | $176,167 |
Aggregate Compensation from: |
Pension
or Retirement
Benefits Accrued as Part of Fund Expenses |
Total
Compensation
from the Funds and Fund Complex Paid to Trustees |
||
Name of Trustee |
The
Funds that are a series
of Schwab Capital Trust |
The
Fund that is a series
of Schwab Investments |
||
Independent Trustees | ||||
Stephen Timothy Kochis | $33,072 | $7,611 | N/A | $302,000 |
David L. Mahoney | $33,072 | $7,611 | N/A | $302,000 |
Jane P. Moncreiff 2 | None | None | N/A | None |
Kiran M. Patel | $35,262 | $8,115 | N/A | $322,000 |
Kimberly S. Patmore | $33,072 | $7,611 | N/A | $302,000 |
Charles A. Ruffel 3 | $15,990 | $3,778 | N/A | $151,000 |
Gerald B. Smith | $35,262 | $8,115 | N/A | $322,000 |
Joseph H. Wender 4 | $33,072 | $7,611 | N/A | $302,000 |
1 | Ms. Heller joined the Board effective June 1, 2018. |
2 | Ms. Moncreiff joined the Board effective January 1, 2019. |
3 | Mr. Ruffel resigned from the Board effective May 15, 2018. |
4 | Mr. Wender retired from the Board effective December 31, 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 S&P 500 Index Fund | None | ||
Schwab 1000 Index Fund | None | ||
Schwab Small-Cap Index Fund | None | ||
Schwab Total Stock Market Index Fund | None | ||
Schwab U.S. Large-Cap Growth Index Fund | None | ||
Schwab U.S. Large-Cap Value Index Fund | None | ||
Schwab U.S. Mid-Cap Index Fund | None | ||
Schwab International Index Fund | None | ||
Marie A. Chandoha | Over $100,000 | ||
Schwab S&P 500 Index Fund | None | ||
Schwab 1000 Index Fund | None | ||
Schwab Small-Cap Index Fund | None | ||
Schwab Total Stock Market Index Fund | None | ||
Schwab U.S. Large-Cap Growth Index Fund | None | ||
Schwab U.S. Large-Cap Value Index Fund | None | ||
Schwab U.S. Mid-Cap Index Fund | None | ||
Schwab International Index Fund | None | ||
Joseph R. Martinetto | Over $100,000 | ||
Schwab S&P 500 Index Fund | None | ||
Schwab 1000 Index Fund | None | ||
Schwab Small-Cap Index Fund | None | ||
Schwab Total Stock Market Index Fund | None | ||
Schwab U.S. Large-Cap Growth Index Fund | None | ||
Schwab U.S. Large-Cap Value Index Fund | None | ||
Schwab U.S. Mid-Cap Index Fund | None | ||
Schwab International Index Fund | 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 | |||
Robert W. Burns | Over $100,000 | ||
Schwab S&P 500 Index Fund | None | ||
Schwab 1000 Index Fund | None | ||
Schwab Small-Cap Index Fund | None | ||
Schwab Total Stock Market Index Fund | None | ||
Schwab U.S. Large-Cap Growth Index Fund | None | ||
Schwab U.S. Large-Cap Value Index Fund | None | ||
Schwab U.S. Mid-Cap Index Fund | None | ||
Schwab International Index Fund | None | ||
John F. Cogan | Over $100,000 | ||
Schwab S&P 500 Index Fund | None | ||
Schwab 1000 Index Fund | None | ||
Schwab Small-Cap Index Fund | None | ||
Schwab Total Stock Market Index Fund | Over $100,000 | ||
Schwab U.S. Large-Cap Growth Index Fund | None | ||
Schwab U.S. Large-Cap Value Index Fund | None | ||
Schwab U.S. Mid-Cap Index Fund | None | ||
Schwab International Index Fund | None | ||
Nancy F. Heller 1 | $50,001 - $100,000 | ||
Schwab S&P 500 Index Fund | None | ||
Schwab 1000 Index Fund | None | ||
Schwab Small-Cap Index Fund | None | ||
Schwab Total Stock Market Index Fund | $1 - $10,000 | ||
Schwab U.S. Large-Cap Growth Index Fund | None | ||
Schwab U.S. Large-Cap Value Index Fund | None | ||
Schwab U.S. Mid-Cap Index Fund | None | ||
Schwab International Index Fund | None | ||
Stephen Timothy Kochis | Over $100,000 | ||
Schwab S&P 500 Index Fund | None | ||
Schwab 1000 Index Fund | None | ||
Schwab Small-Cap Index Fund | None | ||
Schwab Total Stock Market Index Fund | None | ||
Schwab U.S. Large-Cap Growth Index Fund | None | ||
Schwab U.S. Large-Cap Value Index Fund | None | ||
Schwab U.S. Mid-Cap Index Fund | None | ||
Schwab International Index Fund | None | ||
David L. Mahoney | Over $100,000 | ||
Schwab S&P 500 Index Fund | None | ||
Schwab 1000 Index Fund | None | ||
Schwab Small-Cap Index Fund | None | ||
Schwab Total Stock Market Index Fund | None | ||
Schwab U.S. Large-Cap Growth Index Fund | None | ||
Schwab U.S. Large-Cap Value Index Fund | None | ||
Schwab U.S. Mid-Cap Index Fund | None | ||
Schwab International Index Fund | 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 | |||
Jane P. Moncreiff 2 | None | ||
Schwab S&P 500 Index Fund | None | ||
Schwab 1000 Index Fund | None | ||
Schwab Small-Cap Index Fund | None | ||
Schwab Total Stock Market Index Fund | None | ||
Schwab U.S. Large-Cap Growth Index Fund | None | ||
Schwab U.S. Large-Cap Value Index Fund | None | ||
Schwab U.S. Mid-Cap Index Fund | None | ||
Schwab International Index Fund | None | ||
Kiran M. Patel | Over $100,000 | ||
Schwab S&P 500 Index Fund | None | ||
Schwab 1000 Index Fund | None | ||
Schwab Small-Cap Index Fund | None | ||
Schwab Total Stock Market Index Fund | None | ||
Schwab U.S. Large-Cap Growth Index Fund | None | ||
Schwab U.S. Large-Cap Value Index Fund | None | ||
Schwab U.S. Mid-Cap Index Fund | None | ||
Schwab International Index Fund | None | ||
Kimberly S. Patmore | Over $100,000 | ||
Schwab S&P 500 Index Fund | None | ||
Schwab 1000 Index Fund | None | ||
Schwab Small-Cap Index Fund | None | ||
Schwab Total Stock Market Index Fund | None | ||
Schwab U.S. Large-Cap Growth Index Fund | None | ||
Schwab U.S. Large-Cap Value Index Fund | None | ||
Schwab U.S. Mid-Cap Index Fund | None | ||
Schwab International Index Fund | None | ||
Gerald B. Smith | Over $100,000 | ||
Schwab S&P 500 Index Fund | None | ||
Schwab 1000 Index Fund | None | ||
Schwab Small-Cap Index Fund | None | ||
Schwab Total Stock Market Index Fund | None | ||
Schwab U.S. Large-Cap Growth Index Fund | None | ||
Schwab U.S. Large-Cap Value Index Fund | None | ||
Schwab U.S. Mid-Cap Index Fund | None | ||
Schwab International Index Fund | None |
1 | Ms. Heller joined the Board effective June 1, 2018. |
2 | Ms. Moncreiff joined the Board effective January 1, 2019. |
Fund | Name and Address | Percentage of Ownership |
Schwab S&P 500 Index Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905 |
88.53% |
Charles
Schwab Bank Omnibus Account
FBO Same Day Exchange FS12 211 Main Street San Francisco, CA 94105 |
17.84% 1 | |
Schwab 1000 Index Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905 |
94.47% |
Schwab Small-Cap Index Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905 |
88.76% |
Charles
Schwab Bank Omnibus Account
FBO Same Day Exchange FS12 211 Main Street San Francisco, CA 94105 |
11.27% 1 | |
Schwab Total Stock Market Index Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905 |
90.02% |
Schwab
Charitable Fund
211 Main Street San Francisco, CA 94105 |
10.69% 1 | |
Schwab U.S. Large-Cap Growth Index Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905 |
99.88% |
The
Charles Schwab Corporation
211 Main Street San Francisco, CA 94105 |
16.58% 1 | |
Schwab U.S. Large-Cap Value Index Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905 |
96.60% |
The
Charles Schwab Corporation
211 Main Street San Francisco, CA 94105 |
11.41% 1 |
Fund | Name and Address | Percentage of Ownership |
Schwab U.S. Mid-Cap Index Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905 |
99.49% |
The
Charles Schwab Corporation
211 Main Street San Francisco, CA 94105 |
5.96% 1 | |
Schwab
Target 2040 (SWERX)
211 Main Street San Francisco, CA 94105 |
5.56% 1 | |
Schwab International Index Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905 |
89.74% |
Charles
Schwab Bank Omnibus Account
FBO Same Day Exchange FS12 211 Main Street San Francisco, CA 94105 |
14.49% 1 |
1 | These shares are held within the Charles Schwab & Co., Inc. account listed elsewhere in the table. |
Fund | Advisory Fee Schedule |
Schwab S&P 500 Index Fund | 0.02% |
Schwab 1000 Index Fund | 0.05% |
Schwab Small-Cap Index Fund | 0.04% |
Schwab Total Stock Market Index Fund | 0.03% |
Schwab U.S. Large-Cap Growth Index Fund | 0.035% |
Schwab U.S. Large-Cap Value Index Fund | 0.035% |
Schwab U.S. Mid-Cap Index Fund | 0.04% |
Schwab International Index Fund | 0.06% |
Fund | Advisory Fee Schedule |
Schwab S&P 500 Index Fund | 0.03% |
Schwab 1000 Index Fund | 0.05% |
Schwab Small-Cap Index Fund | 0.05% |
Schwab Total Stock Market Index Fund | 0.03% |
Schwab U.S. Large-Cap Growth Index Fund* | 0.04% |
Schwab U.S. Large-Cap Value Index Fund* | 0.04% |
Schwab U.S. Mid-Cap Index Fund* | 0.05% |
Schwab International Index Fund | 0.06% |
Fund | Advisory Fee Schedule |
Schwab S&P 500 Index Fund | 0.06% of the fund’s average daily net assets |
Schwab 1000 Index Fund | 0.30% of the fund’s average daily net assets not in excess of $500 million, 0.22% of such net assets over $500 million but not in excess of $5 billion, 0.20% of such net assets over $5 billion but not in excess of $10 billion and 0.18% of such net assets over $10 billion |
Schwab Small-Cap Index Fund | 0.15% of the fund’s average daily net assets |
Schwab Total Stock Market Index Fund | 0.06% of the fund’s average daily net assets |
Schwab International Index Fund | 0.15% of the fund’s average daily net assets |
Fund | 2018 | 2017 | 2016 | Expense Cap 1 | |
Schwab S&P 500 Index Fund | Net fees paid: | $10,065,164 | $10,334,577 | $13,125,526 | 0.09% |
Gross fees reduced by: | $ 0 | $ 0 | $ 0 | ||
Schwab 1000 Index Fund | Net fees paid: | $ 4,038,702 | $ 6,511,953 | $11,700,674 | 0.29% |
Gross fees reduced by: | $ 0 | $ 821,649 | $ 2,491,007 | ||
Schwab Small-Cap Index Fund | Net fees paid: | $ 1,963,962 | $ 2,289,141 | $ 3,077,298 | 0.17% |
Gross fees reduced by: | $ 0 | $ 261,105 | $ 767,783 | ||
Schwab Total Stock Market Index Fund | Net fees paid: | $ 2,385,983 | $ 2,109,615 | $ 2,222,989 | 0.09% |
Gross fees reduced by: | $ 0 | $ 162,759 | $ 544,679 | ||
Schwab U.S. Large-Cap Growth Index Fund | Net fees paid: | $ 11,620 2 | N/A | N/A | N/A |
Gross fees reduced by: | $ 9,664 3 | N/A | N/A | ||
Schwab U.S. Large-Cap Value Index Fund | Net fees paid: | $ 8,764 2 | N/A | N/A | N/A |
Gross fees reduced by: | $ 8,219 3 | N/A | N/A | ||
Schwab U.S. Mid-Cap Index Fund | Net fees paid: | $ 26,930 2 | N/A | N/A | N/A |
Gross fees reduced by: | $ 22,649 3 | N/A | N/A |
Fund | 2018 | 2017 | 2016 | Expense Cap 1 | |
Schwab International Index Fund | Net fees paid: | $2,667,493 | $2,641,330 | $3,342,321 | 0.19% |
Gross fees reduced by: | $ 0 | $ 314,562 | $ 964,541 |
1 | The expense caps during 2017 and 2016 did not cover all fund expenses, and a fund’s expenses may have exceeded the expense cap. For example, the expense caps did not cover investment-related expenses, such as brokerage commissions, interest, taxes and the fees and expenses of pooled investment vehicles, such as ETFs, REITs, and other investment companies, that are held by the funds, nor did they cover extraordinary or non-routine expenses, such as shareholder meeting costs. CSIM and its affiliates agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of each fund to the level outlined in the table for so long as CSIM serves as the adviser to the fund. Effective as of March 1, 2017, the Board has approved the termination of this agreement with respect to each fund. |
Schwab
S&P 500 Index Fund |
Schwab
1000 Index Fund |
Schwab
Small-Cap Index Fund |
Schwab
Total Stock Market Index Fund |
Schwab
International Index Fund |
|||||
Gross income from securities lending activities | $554,051 | $502,616 | $6,418,172 | $1,339,729 | $1,805,115 | ||||
Fees and/or compensation paid for securities lending activities and related services: | |||||||||
Fees paid to securities lending agent from a revenue split | $ 50,962 | $ 37,964 | $ 623,370 | $ 126,627 | $ 173,118 | ||||
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 | $ 15,442 | $ 16,122 | $ 128,510 | $ 36,244 | $ 29,358 | ||||
Administrative fees not included in revenue split | - | - | - | - | - | ||||
Indemnification fees not included in revenue split | - | - | - | - | - | ||||
Rebates (paid to borrower) | $ 28,992 | $ 27,763 | $ 55,959 | $ 37,219 | $ 44,575 | ||||
Other fees not included in revenue split | - | - | - | - | - | ||||
Aggregate fees/compensation paid for securities lending activities | $ 95,396 | $ 81,849 | $ 807,839 | $ 200,090 | $ 247,051 | ||||
Net income from securities lending activities* | $458,655 | $420,767 | $5,610,333 | $1,139,639 | $1,558,064 |
* | “Net income from securities lending activities” may not match the fund’s current financial statements, which may reflect certain accrual adjustments. |
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 | 25 | $111,204,384,608 | 0 | $0 | 0 | $0 |
Jeremy Brown 1 | 8 | $ 61,721,481,092 | 0 | $0 | 0 | $0 |
Chuck Craig | 10 | $ 32,814,587,873 | 0 | $0 | 0 | $0 |
Ferian Juwono | 15 | $ 78,389,796,735 | 0 | $0 | 0 | $0 |
Jane Qin | 10 | $ 32,814,587,873 | 0 | $0 | 0 | $0 |
David Rios | 10 | $ 32,814,587,873 | 0 | $0 | 0 | $0 |
Sabya Sinha | 15 | $ 78,389,796,735 | 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 |
Christopher Bliss | Schwab S&P 500 Index Fund | None |
Schwab 1000 Index Fund | None | |
Schwab Small-Cap Index Fund | None | |
Schwab Total Stock Market Index Fund | None | |
Schwab U.S. Large-Cap Growth Index Fund | None | |
Schwab U.S. Large-Cap Value Index Fund | None | |
Schwab U.S. Mid-Cap Index Fund | None | |
Schwab International Index Fund | None | |
Jeremy Brown 1 | Schwab S&P 500 Index Fund | None |
Schwab 1000 Index Fund | None | |
Schwab Small-Cap Index Fund | None | |
Schwab Total Stock Market Index Fund | None | |
Schwab U.S. Large-Cap Growth Index Fund | None | |
Schwab U.S. Large-Cap Value Index Fund | None | |
Schwab U.S. Mid-Cap Index Fund | None | |
Chuck Craig | Schwab International Index Fund | None |
Ferian Juwono | Schwab S&P 500 Index Fund | None |
Schwab 1000 Index Fund | None | |
Schwab Small-Cap Index Fund | None | |
Schwab Total Stock Market Index Fund | None | |
Schwab U.S. Large-Cap Growth Index Fund | None | |
Schwab U.S. Large-Cap Value Index Fund | None | |
Schwab U.S. Mid-Cap Index Fund | None | |
Jane Qin | Schwab International Index Fund | None |
David Rios | Schwab International Index Fund | $1 - $10,000 |
Sabya Sinha | Schwab S&P 500 Index Fund | $1 - $10,000 |
Schwab 1000 Index Fund | None | |
Schwab Small-Cap Index Fund | None | |
Schwab Total Stock Market Index Fund | None | |
Schwab U.S. Large-Cap Growth Index Fund | None | |
Schwab U.S. Large-Cap Value Index Fund | None | |
Schwab U.S. Mid-Cap Index Fund | None |
Fund | 2018 | 2017 |
Schwab S&P 500 Index Fund | 2% | 2% |
Schwab 1000 Index Fund | 4% | 5% |
Schwab Small-Cap Index Fund | 17% | 11% |
Schwab Total Stock Market Index Fund | 4% | 2% |
Schwab U.S. Large-Cap Growth Index Fund | 23% 1 | N/A |
Schwab U.S. Large-Cap Value Index Fund | 22% 1 | N/A |
Schwab U.S. Mid-Cap Index Fund | 15% 1 | N/A |
Schwab International Index Fund | 5% | 3% |
1 | From December 20, 2017 (commencement of operations) to October 31, 2018. |
Fund | 2018 | 2017 | 2016 |
Schwab S&P 500 Index Fund | $454,242 | $464,749 | $260,436 |
Schwab 1000 Index Fund | $ 79,067 | $123,136 | $162,396 |
Schwab Small-Cap Index Fund | $359,233 | $241,754 | $207,637 |
Schwab Total Stock Market Index Fund | $259,551 | $220,338 | $136,076 |
Schwab U.S. Large-Cap Growth Index Fund | $ 4,016 1 | N/A | N/A |
Schwab U.S. Large-Cap Value Index Fund | $ 3,834 1 | N/A | N/A |
Schwab U.S. Mid-Cap Index Fund | $ 16,205 1 | N/A | N/A |
Schwab International Index Fund | $357,063 | $271,148 | $122,064 |
1 | From December 20, 2017 (commencement of operations) to October 31, 2018. |
Fund | Regular Broker-Dealer | Value of Holdings |
Schwab S&P 500 Index Fund | J.P. Morgan Chase Bank, NA | $547,160,260 |
Merrill Lynch, Pierce, Fenner & Smith, Inc. | $381,550,152 | |
Wells Fargo Bank, NA | $344,621,240 | |
Citigroup Global Markets Inc./Citibank, NA | $246,103,220 | |
Goldman Sachs & Co. LLC | $118,012,747 | |
Morgan Stanley & Co. LLC | $ 90,499,170 | |
Australia & New Zealand Banking Group Ltd. | $ 85,202,808 | |
Charles Schwab & Co., Inc. | $ 82,639,619 | |
BNP Paribas | $ 31,362,063 | |
Barclays Bank PLC | $ 23,105,885 | |
Schwab 1000 Index Fund | J.P. Morgan Securities LLC | $112,713,380 |
Merrill Lynch, Pierce, Fenner & Smith, Inc. | $ 78,547,178 | |
Citigroup Global Markets Inc. | $ 50,654,781 | |
Goldman Sachs & Co. LLC | $ 24,437,320 | |
Morgan Stanley & Co. LLC | $ 18,707,861 | |
Charles Schwab & Co., Inc. | $ 17,019,325 | |
Schwab Small-Cap Index Fund | Sumitomo Mitsui Banking Corp. | $ 8,862,175 |
BNP Paribas | $ 2,753,291 | |
ITG Inc. | $ 1,704,612 | |
Cowen and Company, LLC | $ 798,830 | |
Schwab Total Stock Market Index Fund | J.P. Morgan Chase Bank, NA | $110,909,862 |
Merrill Lynch, Pierce, Fenner & Smith, Inc. | $ 77,293,920 | |
Wells Fargo Securities, LLC/Wells Fargo Bank, NA | $ 69,809,069 | |
Sumitomo Mitsui Banking Corp. | $ 50,926,933 | |
Citigroup Global Markets Inc./Citibank, NA | $ 49,817,089 | |
Morgan Stanley & Co. LLC | $ 18,293,131 | |
Charles Schwab & Co., Inc. | $ 16,687,785 | |
Virtu Americas LLC | $ 520,346 | |
ITG Inc. | $ 276,586 | |
Schwab U.S. Large-Cap Growth Index Fund | Charles Schwab & Co., Inc. | $ 405,247 |
Virtu Americas LLC | $ 7,330 | |
Schwab U.S. Large-Cap Value Index Fund | J.P. Morgan Securities LLC | $ 1,961,270 |
Merrill Lynch, Pierce, Fenner & Smith, Inc. | $ 1,377,035 | |
Citigroup Global Markets Inc. | $ 886,459 | |
Goldman Sachs & Co. LLC | $ 428,879 | |
Morgan Stanley & Co. LLC | $ 301,950 | |
Schwab U.S. Mid-Cap Index Fund | Virtu Americas LLC | $ 24,218 |
Fund | Regular Broker-Dealer | Value of Holdings |
Schwab International Index Fund | HSBC Securities (USA), Inc. | $ 53,398,035 |
Sumitomo Mitsui Banking Corp. | $ 34,432,628 | |
BNP Paribas | $ 19,218,905 | |
UBS Securities LLC | $ 17,440,895 | |
Barclays Bank PLC | $ 12,200,145 | |
Credit Suisse Securities (USA) LLC | $ 10,710,580 | |
SG Americas Securities, LLC | $ 9,026,015 | |
Deutsche Bank AG | $ 6,233,264 | |
Brown Brothers Harriman & Co. | $ 328,412 | |
Citigroup Global Markets Inc./Citibank, NA | $ 106,081 |
I. | INTRODUCTION |
II. | PHILOSOPHY |
III. | PROXY VOTING GUIDELINES |
A. | DIRECTORS AND AUDITORS |
i. | Directors |
• | The board is not majority independent |
• | The board does not have any female directors and has not provided a reasonable explanation for its lack of gender diversity |
• | 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 |
• | A pattern of inaccurate audits or other behavior that may call into question an auditor’s effectiveness |
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 (a defensive tactic used by a company’s board to fight a hostile takeover, commonly referred to 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 Shareholder Rights Plan 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 Shareholder Rights Plan 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 |
• | 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 either change their business practices or enhance their disclosures. CSIM believes that, in most instances, the board is best positioned to determine a company’s strategy and manage its operations, and generally does not support shareholder proposals seeking a change in business practices. CSIM generally evaluates shareholder proposals seeking additional disclosures on relevant environmental and social issues based on a company’s current level of reporting, peer disclosures and the existence of controversies or litigation related to the issue. |
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 |
Where CSIM has delegated day-to-day investment management responsibilities to an investment sub-adviser, CSIM may (but generally does not) delegate proxy voting responsibility to such investment sub-adviser. Each sub-adviser to whom proxy voting responsibility has been delegated will be required to review all proxy solicitation material and to exercise the voting rights associated with the securities it has been allocated in the best interest of each investment company and its shareholders, or other client. Prior to delegating the proxy voting responsibility, CSIM will review each sub-adviser’s proxy voting policy to determine whether it believes that each sub-adviser’s proxy voting policy is generally consistent with the maximization of the value of CSIM’s clients’ investments by protecting the long-term best interest of shareholders. | |
E. | REPORTING AND RECORD RETENTION |
CSIM will maintain, or cause Glass Lewis to maintain, records that identify the manner in which proxies have been voted (or not voted) on behalf of CSIM clients. CSIM will comply with all applicable rules and regulations regarding disclosure of its or its clients’ proxy voting records and procedures. |
CSIM will retain all proxy voting materials and supporting documentation as required under the Investment Advisers Act of 1940, as amended. |
Schwab ® Fundamental US Large Company Index Fund | SFLNX |
Schwab ® Fundamental US Small Company Index Fund | SFSNX |
Schwab ® Fundamental International Large Company Index Fund | SFNNX |
Schwab ® Fundamental International Small Company Index Fund | SFILX |
Schwab ® Fundamental Emerging Markets Large Company Index Fund | SFENX |
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appendix – proxy voting policy and procedures |
(1) | Purchase securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(2) | Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(3) | Purchase or sell commodities, commodities contracts or real estate, lend or borrow money, issue senior securities, underwrite securities, or pledge, mortgage or hypothecate any of its assets, except as permitted by (or not prohibited by) the 1940 Act or the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(1) | Invest more than 15% of its net assets in illiquid securities. |
(2) | Purchase securities of other investment companies, except as permitted by the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(3) | Sell securities short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative instruments are not considered selling securities short). |
(4) | Purchase securities on margin, except such short term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative instruments shall not constitute purchasing securities on margin. |
(5) | Borrow money except that a fund may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided that (i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days). |
(6) | Lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements). |
(7) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries (except that each fund may purchase securities to the extent that the index the fund is designed to track is also so concentrated). |
(8) | 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 or sell futures contracts, options contracts, equity index participations and index participation contracts; and (iii) purchase securities of companies that deal in precious metals or interests therein. |
Name,
Year of Birth, and Position(s) with the Trust
(Term of Office and Length of Time Served 1 ) |
Principal
Occupations
During the Past Five Years |
Number
of Portfolios
in Fund Complex Overseen by the Trustee |
Other
Directorships During
the Past Five Years |
INDEPENDENT TRUSTEES | |||
Gerald
B. Smith
1950 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2000; Laudus Trust since 2010; Schwab Strategic Trust since 2016) |
Chairman, Chief Executive Officer and Founder (Mar. 1990-present), Smith Graham & Co. (investment advisors). | 99 | Director (2012-present), Eaton |
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 (Nov. 2017-present), Charles Schwab Premier 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. | 99 | 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 (Feb. 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). | 99 | 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 (Nov. 2017-present), Charles Schwab Premier 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. | 99 | 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) and 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) and 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 (Chair), 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 (Chair), Stephen Timothy Kochis, David L. Mahoney and Kimberly S. Patmore. The Committee met four times during the most recent fiscal year. | |
• | The Investment Oversight Committee reviews the investment activities of the Trust and the performance of the funds’ investment adviser. This Committee is comprised of at least three trustees (at least two-thirds of whom shall be independent trustees) and currently has the following members: Gerald B. Smith (Chair), Robert W. Burns, Stephen Timothy Kochis, David L. Mahoney and Jane P. Moncreiff. 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 | $ 9,607 | N/A | $302,000 |
John F. Cogan | $10,243 | N/A | $322,000 |
Nancy F. Heller 1 | $ 5,910 | N/A | $176,167 |
Stephen Timothy Kochis | $ 9,607 | N/A | $302,000 |
David L. Mahoney | $ 9,607 | N/A | $302,000 |
Jane P. Moncreiff 2 | None | N/A | None |
Kiran M. Patel | $10,243 | N/A | $322,000 |
Kimberly S. Patmore | $ 9,607 | N/A | $302,000 |
Charles A. Ruffel 3 | $ 4,798 | N/A | $151,000 |
Gerald B. Smith | $10,243 | N/A | $322,000 |
Joseph H. Wender 4 | $ 9,607 | N/A | $302,000 |
1 | Ms. Heller joined the Board effective June 1, 2018. |
2 | Ms. Moncreiff joined the Board effective January 1, 2019. |
3 | 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 Fundamental US Large Company Index Fund | None | ||
Schwab Fundamental US Small Company Index Fund | None | ||
Schwab Fundamental International Large Company Index Fund | None | ||
Schwab Fundamental International Small Company Index Fund | None | ||
Schwab Fundamental Emerging Markets Large Company Index Fund | 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 |
|
Interested Trustees | |||
Marie A. Chandoha | Over $100,000 | ||
Schwab Fundamental US Large Company Index Fund | Over $100,000 | ||
Schwab Fundamental US Small Company Index Fund | None | ||
Schwab Fundamental International Large Company Index Fund | Over $100,000 | ||
Schwab Fundamental International Small Company Index Fund | Over $100,000 | ||
Schwab Fundamental Emerging Markets Large Company Index Fund | $50,001 - $100,000 | ||
Joseph R. Martinetto | Over $100,000 | ||
Schwab Fundamental US Large Company Index Fund | None | ||
Schwab Fundamental US Small Company Index Fund | None | ||
Schwab Fundamental International Large Company Index Fund | None | ||
Schwab Fundamental International Small Company Index Fund | None | ||
Schwab Fundamental Emerging Markets Large Company Index Fund | None | ||
Independent Trustees | |||
Robert W. Burns | Over $100,000 | ||
Schwab Fundamental US Large Company Index Fund | None | ||
Schwab Fundamental US Small Company Index Fund | None | ||
Schwab Fundamental International Large Company Index Fund | None | ||
Schwab Fundamental International Small Company Index Fund | None | ||
Schwab Fundamental Emerging Markets Large Company Index Fund | None | ||
John F. Cogan | Over $100,000 | ||
Schwab Fundamental US Large Company Index Fund | None | ||
Schwab Fundamental US Small Company Index Fund | None | ||
Schwab Fundamental International Large Company Index Fund | None | ||
Schwab Fundamental International Small Company Index Fund | None | ||
Schwab Fundamental Emerging Markets Large Company Index Fund | None | ||
Nancy F. Heller 1 | $50,001 - $100,000 | ||
Schwab Fundamental US Large Company Index Fund | $1 - $10,000 | ||
Schwab Fundamental US Small Company Index Fund | None | ||
Schwab Fundamental International Large Company Index Fund | None | ||
Schwab Fundamental International Small Company Index Fund | None | ||
Schwab Fundamental Emerging Markets Large Company Index Fund | None | ||
Stephen Timothy Kochis | Over $100,000 | ||
Schwab Fundamental US Large Company Index Fund | None | ||
Schwab Fundamental US Small Company Index Fund | None | ||
Schwab Fundamental International Large Company Index Fund | None | ||
Schwab Fundamental International Small Company Index Fund | None | ||
Schwab Fundamental Emerging Markets Large Company Index Fund | None | ||
David L. Mahoney | Over $100,000 | ||
Schwab Fundamental US Large Company Index Fund | None | ||
Schwab Fundamental US Small Company Index Fund | None | ||
Schwab Fundamental International Large Company Index Fund | None | ||
Schwab Fundamental International Small Company Index Fund | None | ||
Schwab Fundamental Emerging Markets Large Company Index Fund | None | ||
Jane P. Moncreiff 2 | None | ||
Schwab Fundamental US Large Company Index Fund | None | ||
Schwab Fundamental US Small Company Index Fund | None | ||
Schwab Fundamental International Large Company Index Fund | None | ||
Schwab Fundamental International Small Company Index Fund | None | ||
Schwab Fundamental Emerging Markets Large Company Index Fund | 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 | |||
Kiran M. Patel | Over $100,000 | ||
Schwab Fundamental US Large Company Index Fund | None | ||
Schwab Fundamental US Small Company Index Fund | None | ||
Schwab Fundamental International Large Company Index Fund | None | ||
Schwab Fundamental International Small Company Index Fund | None | ||
Schwab Fundamental Emerging Markets Large Company Index Fund | None | ||
Kimberly S. Patmore | Over $100,000 | ||
Schwab Fundamental US Large Company Index Fund | None | ||
Schwab Fundamental US Small Company Index Fund | None | ||
Schwab Fundamental International Large Company Index Fund | None | ||
Schwab Fundamental International Small Company Index Fund | None | ||
Schwab Fundamental Emerging Markets Large Company Index Fund | None | ||
Gerald B. Smith | Over $100,000 | ||
Schwab Fundamental US Large Company Index Fund | Over $100,000 | ||
Schwab Fundamental US Small Company Index Fund | Over $100,000 | ||
Schwab Fundamental International Large Company Index Fund | $50,001 - $100,000 | ||
Schwab Fundamental International Small Company Index Fund | $50,001 - $100,000 | ||
Schwab Fundamental Emerging Markets Large Company Index Fund | $10,001 - $50,000 |
1 | Ms. Heller joined the Board effective June 1, 2018. |
2 | Ms. Moncreiff joined the Board effective January 1, 2019. |
Fund | Name and Address | Percentage of Ownership |
Schwab Fundamental US Large Company Index Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905 |
65.97% |
Fund | Name and Address | Percentage of Ownership |
Schwab Fundamental US Small Company Index Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905 |
85.93% |
Charles
Schwab Bank Omnibus Account
Enhanced Revenue SDE 211 Main Street San Francisco, CA 94105 |
16.60% 1 | |
Schwab Fundamental International Large Company Index Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905 |
72.15% |
Charles
Schwab Bank Omnibus Account
FBO Same Day Exchange FS12 211 Main Street San Francisco, CA 94105 |
14.98% 1 | |
Schwab Fundamental International Small Company Index Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905 |
83.90% |
Charles
Schwab Bank Omnibus Account
Enhanced Revenue SDE 211 Main Street San Francisco, CA 94105 |
15.25% 1 | |
Schwab Fundamental Emerging Markets Large Company Index Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn: Schwab Funds Team N 211 Main Street San Francisco, CA 94105-1905 |
73.86% |
Pershing
LLC
One Pershing Plaza Jersey City, NJ 07399-0001 |
5.77% | |
Schwab
MarketTrack All Equity
211 Main Street San Francisco, CA 94105 |
5.49% 1 | |
Charles
Schwab Bank Omnibus Account
Enhanced Revenue SDE 211 Main Street San Francisco, CA 94105 |
5.39% 1 |
1 | These shares are held within the Charles Schwab & Co., Inc. account listed elsewhere in the table. |
Fund | Advisory Fee Schedule |
Schwab Fundamental US Large Company Index Fund | 0.25% |
Schwab Fundamental US Small Company Index Fund | 0.25% |
Schwab Fundamental International Large Company Index Fund | 0.25% |
Schwab Fundamental International Small Company Index Fund | 0.39% |
Schwab Fundamental Emerging Markets Large Company Index Fund | 0.39% |
Fund | Advisory Fee Schedule |
Schwab Fundamental US Large Company Index Fund | 0.30% of the fund’s average daily net assets not in excess of $500 million, 0.22% of such net assets in excess of $500 million and less than $5 billion, 0.20% of such net assets over $5 billion and less than $10 billion, and 0.18% of such assets over $10 billion |
Schwab Fundamental US Small Company Index Fund | 0.30% of the fund’s average daily net assets not in excess of $500 million, 0.22% of such net assets in excess of $500 million and less than $5 billion, 0.20% of such net assets over $5 billion and less than $10 billion, and 0.18% of such assets over $10 billion |
Schwab Fundamental International Large Company Index Fund | 0.30% of the fund’s average daily net assets not in excess of $500 million, 0.22% of such net assets in excess of $500 million and less than $5 billion, 0.20% of such net assets over $5 billion and less than $10 billion, and 0.18% of such assets over $10 billion |
Schwab Fundamental International Small Company Index Fund | 0.40% of the fund’s average daily net assets not in excess of $500 million, 0.38% of such net assets greater than $500 million and not in excess of $5 billion, 0.36% of such net assets greater than $5 billion and not in excess of $10 billion, and 0.34% of such assets over $10 billion |
Schwab Fundamental Emerging Markets Large Company Index Fund | 0.50% of the fund’s average daily net assets not in excess of $500 million, 0.48% of such net assets greater than $500 million and not in excess of $5 billion, 0.46% of such net assets greater than $5 billion and not in excess of $10 billion, and 0.44% of such assets over $10 billion |
Fund | 2018 | 2017 | 2016 | Expense Cap 1 | |
Schwab Fundamental US Large Company Index Fund | Net fees paid: | $13,265,693 | $11,820,006 | $8,732,668 | 0.35% |
Gross fees reduced by: | $ 0 | $ 588,239 | $1,946,916 | ||
Schwab Fundamental US Small Company Index Fund | Net fees paid: | $ 4,600,984 | $ 3,577,961 | $2,310,212 | 0.35% |
Gross fees reduced by: | $ 0 | $ 510,230 | $1,076,840 | ||
Schwab Fundamental International Large Company Index Fund | Net fees paid: | $ 3,524,900 | $ 2,497,532 | $1,519,958 | 0.35% |
Gross fees reduced by: | $ 0 | $ 465,819 | $1,041,627 | ||
Schwab Fundamental International Small Company Index Fund | Net fees paid: | $ 3,229,199 | $ 2,114,637 | $ 895,012 | 0.49% |
Gross fees reduced by: | $ 0 | $ 225,635 | $ 816,610 |
Fund | 2018 | 2017 | 2016 | Expense Cap 1 | |
Schwab Fundamental Emerging Markets Large Company Index Fund | Net fees paid: | $2,260,778 | $1,350,259 | $ 356,570 | 0.49% |
Gross fees reduced by: | $ 0 | $ 549,101 | $1,149,343 |
1 | The expense caps during 2017 and 2016 did not cover all fund expenses, and a fund’s expenses may have exceeded the expense cap. For example, the expense caps did not cover investment-related expenses, such as brokerage commissions, interest, taxes and the fees and expenses of pooled investment vehicles, such as ETFs, REITs, and other investment companies, that are held by the funds, nor did they cover extraordinary or non-routine expenses, such as shareholder meeting costs. CSIM and its affiliates agreed to limit the total annual fund operating expenses (excluding interest, taxes and certain non-routine expenses) of each fund to the level outlined in the table for so long as CSIM serves as the adviser to the fund. Effective as of May 1, 2017, the Board has approved the termination of this agreement with respect to each fund. |
Schwab
Fundamental US Large Company Index Fund |
Schwab
Fundamental US Small Company Index Fund |
Schwab
Fundamental International Large Company Index Fund |
Schwab
Fundamental International Small Company Index Fund |
Schwab
Fundamental Emerging Markets Large Company Index Fund |
|||||
Gross income from securities lending activities | $697,336 | $1,424,314 | $804,030 | $1,265,422 | $16,010 | ||||
Fees and/or compensation paid for securities lending activities and related services: | |||||||||
Fees paid to securities lending agent from a revenue split | $ 57,034 | $ 114,997 | $ 77,070 | $ 120,540 | $ 1,428 | ||||
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 | $ 16,219 | $ 51,142 | $ 14,389 | $ 30,738 | $ 948 | ||||
Administrative fees not included in revenue split | - | - | - | - | - | ||||
Indemnification fees not included in revenue split | - | - | - | - | - | ||||
Rebates (paid to borrower) | $ 18,105 | $ 24,254 | $ 18,939 | $ 29,281 | $ 784 | ||||
Other fees not included in revenue split | - | - | - | - | - | ||||
Aggregate fees/compensation paid for securities lending activities | $ 91,358 | $ 190,393 | $110,398 | $ 180,559 | $ 3,160 | ||||
Net income from securities lending activities * | $605,978 | $1,233,921 | $693,632 | $1,084,863 | $12,850 |
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 | 28 | $161,100,918,387 | 0 | $0 | 0 | $0 |
Jeremy Brown 1 | 8 | $ 61,721,481,092 | 0 | $0 | 0 | $0 |
Chuck Craig | 8 | $ 34,462,086,741 | 0 | $0 | 0 | $0 |
Ferian Juwono | 20 | $126,638,831,645 | 0 | $0 | 0 | $0 |
Jane Qin | 8 | $126,638,831,645 | 0 | $0 | 0 | $0 |
David Rios | 8 | $ 34,462,086,741 | 0 | $0 | 0 | $0 |
Sabya Sinha | 20 | $126,638,831,645 | 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 Shares |
Christopher Bliss | Schwab Fundamental US Large Company Index Fund | None |
Schwab Fundamental US Small Company Index Fund | None | |
Schwab Fundamental International Large Company Index Fund | None | |
Schwab Fundamental International Small Company Index Fund | None | |
Schwab Fundamental Emerging Markets Large Company Index Fund | None | |
Jeremy Brown 1 | Schwab Fundamental US Large Company Index Fund | None |
Schwab Fundamental US Small Company Index Fund | $1 - $10,000 | |
Chuck Craig | Schwab Fundamental International Large Company Index Fund | None |
Schwab Fundamental International Small Company Index Fund | None | |
Schwab Fundamental Emerging Markets Large Company Index Fund | None | |
Ferian Juwono | Schwab Fundamental US Large Company Index Fund | None |
Schwab Fundamental US Small Company Index Fund | None | |
Jane Qin | Schwab Fundamental International Large Company Index Fund | None |
Schwab Fundamental International Small Company Index Fund | None | |
Schwab Fundamental Emerging Markets Large Company Index Fund | None | |
David Rios | Schwab Fundamental International Large Company Index Fund | $10,001 - $50,000 |
Schwab Fundamental International Small Company Index Fund | $1 - $10,000 | |
Schwab Fundamental Emerging Markets Large Company Index Fund | $1 - $10,000 | |
Sabya Sinha | Schwab Fundamental US Large Company Index Fund | None |
Schwab Fundamental US Small Company Index Fund | $1 - $10,000 |
Fund | Regular Broker-Dealer | Value of Holdings |
Schwab Fundamental US Large Company Index Fund | Wells Fargo Securities, LLC | $54,156,894 |
Citigroup Global Markets, Inc. | $32,456,508 | |
Merrill Lynch, Pierce, Fenner & Smith Inc. | $25,229,435 | |
Morgan Stanley & Co. LLC | $ 6,347,334 | |
Charles Schwab & Co., Inc. | $ 2,474,534 | |
Schwab Fundamental US Small Company Index Fund | None | N/A |
Schwab Fundamental International Large Company Index Fund | HSBC Securities (USA) LLC | $14,139,479 |
Royal Bank of Canada | $ 6,538,983 | |
BNP Paribas | $ 5,780,104 | |
Australia & New Zealand Banking Group Ltd. | $ 5,720,090 | |
SG Americas Securities LLC | $ 4,513,447 | |
Barclays Bank PLC | $ 4,147,377 | |
Sumitomo Mitsui Banking Corp. | $ 2,927,123 | |
UBS Securities LLC | $ 2,173,812 | |
Credit Suisse Securities (USA) LLC | $ 1,751,269 | |
Brown Brothers Harriman | $ 219,410 | |
Schwab Fundamental International Small Company Index Fund | Sumitomo Mitsui Banking Corp. | $ 450,139 |
Citigroup Global Markets Inc. | $ 213,633 | |
Brown Brothers Harriman | $ 131,999 | |
BNP Paribas | $ 92,313 | |
Schwab Fundamental Emerging Markets Large Company Index Fund | J.P Morgan Securities LLC | $ 1,493,217 |
BNP Paribas | $ 235,379 | |
Brown Brothers Harriman | $ 13,254 |
I. | INTRODUCTION |
II. | PHILOSOPHY |
III. | PROXY VOTING GUIDELINES |
A. | DIRECTORS AND AUDITORS |
i. | Directors |
• | The board is not majority independent |
• | The board does not have any female directors and has not provided a reasonable explanation for its lack of gender diversity |
• | 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 |
• | A pattern of inaccurate audits or other behavior that may call into question an auditor’s effectiveness |
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 (a defensive tactic used by a company’s board to fight a hostile takeover, commonly referred to 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 Shareholder Rights Plan 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 Shareholder Rights Plan 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 |
• | 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 either change their business practices or enhance their disclosures. CSIM believes that, in most instances, the board is best positioned to determine a company’s strategy and manage its operations, and generally does not support shareholder proposals seeking a change in business practices. CSIM generally evaluates shareholder proposals seeking additional disclosures on relevant environmental and social issues based on a company’s current level of reporting, peer disclosures and the existence of controversies or litigation related to the issue. |
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 |
Where CSIM has delegated day-to-day investment management responsibilities to an investment sub-adviser, CSIM may (but generally does not) delegate proxy voting responsibility to such investment sub-adviser. Each sub-adviser to whom proxy voting responsibility has been delegated will be required to review all proxy solicitation material and to exercise the voting rights associated with the securities it has been allocated in the best interest of each investment company and its shareholders, or other client. Prior to delegating the proxy voting responsibility, CSIM will review each sub-adviser’s proxy voting policy to determine whether it believes that each sub-adviser’s proxy voting policy is generally consistent with the maximization of the value of CSIM’s clients’ investments by protecting the long-term best interest of shareholders. | |
E. | REPORTING AND RECORD RETENTION |
CSIM will maintain, or cause Glass Lewis to maintain, records that identify the manner in which proxies have been voted (or not voted) on behalf of CSIM clients. CSIM will comply with all applicable rules and regulations regarding disclosure of its or its clients’ proxy voting records and procedures. |
CSIM will retain all proxy voting materials and supporting documentation as required under the Investment Advisers Act of 1940, as amended. |
Laudus International MarketMasters Fund™ | SWMIX |
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appendix – proxy voting policy and procedures |
(1) | Purchase securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(2) | Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(3) | Purchase or sell commodities or real estate, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(4) | Make loans to other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(5) | Borrow money, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(6) | Issue senior securities, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(7) | Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(1) | Invest more than 15% of its net assets in illiquid securities. |
(2) | Purchase securities of other investment companies, except as permitted by the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(3) | Sell securities short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative instruments are not considered selling securities short). |
(4) | Purchase securities on margin, except such short term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative instruments shall not constitute purchasing securities on margin. |
(5) | Borrow money except that the fund may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii) engage in reverse repurchase agreements with any party; provided that (i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the limitation within three business days). |
(6) | Lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements). |
(7) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries. |
(8) | Purchase or sell commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that the fund may (i) purchase securities of companies that deal in real estate or interests therein (including REITs), (ii) purchase or sell futures contracts, options contracts, equity index participations and index participation contracts, and (iii) purchase securities of companies that deal in precious metals or interests therein. |
Name,
Year of Birth, and Position(s) with the Trust
(Term of Office and Length of Time Served 1 ) |
Principal
Occupations
During the Past Five Years |
Number
of Portfolios
in Fund Complex Overseen by the Trustee |
Other
Directorships During
the Past Five Years |
INDEPENDENT TRUSTEES | |||
Gerald
B. Smith
1950 Trustee (Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2000; Laudus Trust since 2010; Schwab Strategic Trust since 2016) |
Chairman, Chief Executive Officer and Founder (Mar. 1990-present), Smith Graham & Co. (investment advisors). | 99 | Director (2012-present), Eaton |
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 (Nov. 2017-present), Charles Schwab Premier 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. | 99 | 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 (Feb. 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). | 99 | 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 (Nov. 2017-present), Charles Schwab Premier 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. | 99 | 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) and 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) and 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 (Chair), 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 of Trustees, and a shareholder submitted a candidate for consideration by the Board of Trustees to fill the vacancy, the Governance Committee would evaluate that candidate in the same manner as it evaluates nominees identified by the Governance Committee. Nominee recommendations may be submitted to the Secretary of the Trust at the Trust’s principal business address. This Committee is comprised of at least three independent trustees and currently has the following members: John F. Cogan (Chair), Stephen Timothy Kochis, David L. Mahoney and Kimberly S. Patmore. 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 fund’s investment advisers. This Committee is comprised of at least three trustees (at least two-thirds of whom shall be independent trustees) and currently has the following members: Gerald B. Smith (Chair), Robert W. Burns, Stephen Timothy Kochis, David L. Mahoney and Jane P. Moncreiff. The Committee met five times during the most recent fiscal year. |
Name of Trustee |
Aggregate
Compensation
from the Fund in this SAI |
Pension
or Retirement Benefits
Accrued as Part of Fund Expenses |
Total
Compensation from the Fund
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 | $1,798 | N/A | $302,000 |
John F. Cogan | $1,917 | N/A | $322,000 |
Nancy F. Heller 1 | $1,045 | N/A | $176,167 |
Stephen Timothy Kochis | $1,798 | N/A | $302,000 |
David L. Mahoney | $1,798 | N/A | $302,000 |
Jane P. Moncreiff 2 | None | N/A | None |
Kiran M. Patel | $1,917 | N/A | $322,000 |
Kimberly S. Patmore | $1,798 | N/A | $302,000 |
Charles A. Ruffel 3 | $ 903 | N/A | $151,000 |
Gerald B. Smith | $1,917 | N/A | $322,000 |
Joseph H. Wender 4 | $1,798 | N/A | $302,000 |
1 | Ms. Heller joined the Board effective June 1, 2018. |
2 | Ms. Moncreiff joined the Board effective January 1, 2019. |
3 | Mr. Ruffel resigned from the Board effective May 15, 2018. |
Name of Trustee | Dollar Range of Trustee Ownership of the Fund Included in the SAI |
Aggregate
Dollar Range of
Trustee Ownership in the Family of Investment Companies |
|
Interested Trustees | |||
Walter W. Bettinger II | Laudus International MarketMasters Fund | None | Over $100,000 |
Marie A. Chandoha | Laudus International MarketMasters Fund | $10,001-$50,000 | Over $100,000 |
Joseph R. Martinetto | Laudus International MarketMasters Fund | None | Over $100,000 |
Independent Trustees | |||
Robert W. Burns | Laudus International MarketMasters Fund | None | Over $100,000 |
John F. Cogan | Laudus International MarketMasters Fund | None | Over $100,000 |
Nancy F. Heller 1 | Laudus International MarketMasters Fund | None | $50,001-$100,00 |
Stephen Timothy Kochis | Laudus International MarketMasters Fund | None | Over $100,000 |
David L. Mahoney | Laudus International MarketMasters Fund | None | Over $100,000 |
Name of Trustee | Dollar Range of Trustee Ownership of the Fund Included in the SAI |
Aggregate
Dollar Range of
Trustee Ownership in the Family of Investment Companies |
|
Independent Trustees | |||
Jane P. Moncreiff 2 | Laudus International MarketMasters Fund | None | None |
Kiran M. Patel | Laudus International MarketMasters Fund | Over $100,000 | Over $100,000 |
Kimberly S. Patmore | Laudus International MarketMasters Fund | None | Over $100,000 |
Gerald B. Smith | Laudus International MarketMasters Fund | $50,001-$100,00 | Over $100,000 |
1 | Ms. Heller joined the Board effective June 1, 2018. |
2 | Ms. Moncreiff joined the Board effective January 1, 2019. |
Fund | Name and Address | Percentage of Ownership |
Laudus International MarketMasters Fund |
Charles
Schwab & Co., Inc.
FBO Customers Attn SchwabFunds Team N 211 Main Street San Francisco, CA 94105 |
71.63% |
Band
& Co.
c/o US Bank NA P.O. Box 1787 Milwaukee, WI 53201-1787 |
10.37% | |
Schwab
Target 2040
211 Main Street San Francisco, CA 94105 |
12.48% 1 | |
Schwab
Target 2030
211 Main Street San Francisco, CA 94105 |
10.15% 1 | |
Schwab
Target 2035
211 Main Street San Francisco, CA 94105 |
5.30% 1 |
1 | These shares are held within the Charles Schwab & Co., Inc. account listed elsewhere in the table. |
Fund and Advisory Fee Schedule |
2018
(In dollars and as a percent of the fund’s average net assets) |
2017
(In dollars and as a percent of the fund’s average net assets) |
2016
(In dollars and as a percent of the fund’s average net assets) |
Expense
Limitation* |
|
Laudus
International MarketMasters Fund
1.29% of the fund’s average daily net assets not in excess of $500 million, 1.275% of such net assets in excess of $500 million and less than $1 billion, and 1.25% of such net assets over $1 billion. |
Net fees paid to the Adviser: | $18,973,672 | $16,920,178 | $17,624,348 | 1.25% |
Gross fees reduced by: | $ 3,246,519 | $ 3,209,528 | $ 3,139,893 | ||
Fees paid to the sub-advisers by the investment adviser: | $ 9,432,943 | $ 8,710,417 | $ 8,989,175 | ||
0.54% | 0.55% | 0.55% |
* | The investment adviser and its affiliates have agreed to limit the total annual operating expenses (excluding interest, taxes, and certain non-routine expenses) of the fund to the percentage shown in this column for so long as the investment adviser serves as the adviser to the fund. This agreement is limited to the fund’s direct operating expenses and does not apply to any applicable acquired fund fees and expenses (AFFE). The agreement may only be amended or terminated with approval of the fund’s Board of Trustees. |
Fund | Shareholder Servicing Fee |
Laudus International MarketMasters Fund | 0.20% |
Registered
Investment Companies
(this amount does not include the fund 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 |
Omar Aguilar | 0 | $0 | 0 | $0 | 0 | $0 |
Jane Shi | 0 | $0 | 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 fund |
• | 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 Shares |
Omar Aguilar | Laudus International MarketMasters Fund | $50,001-$100,000 |
Jane Shi | Laudus International MarketMasters Fund | None |
Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | ||||
Name | Number of Accounts | Total Assets | Number of Accounts | Total Assets | Number of Accounts | Total Assets |
Trevor Gurwich | 4 | $848,900,000 | 3 | $137,800,000 | 8 | $690,600,000 |
Federico Laffan | 4 | $848,900,000 | 3 | $137,800,000 | 8 | $690,600,000 |
Pratik Patel | 3 | $826,900,000 | 3 | $137,800,000 | 8 | $690,600,000 |
Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | ||||
Name | Number of Accounts | Total Assets | Number of Accounts | Total Assets | Number of Accounts | Total Assets |
David G. Herro | 12 | $50,114,318,757 | 28 | $9,281,634,908 | 48 | $14,289,853,442 |
Mike L. Manelli | 8 | $45,546,237,418 | 14 | $3,902,326,214 | 28 | $ 8,622,837,173 |
Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | ||||
Name | Number of Accounts | Total Assets | Number of Accounts | Total Assets | Number of Accounts | Total Assets |
David G. Herro | 0 | $0 | 3 | $548,818,426 | 1 | $123,338,800 |
Mike L. Manelli | 0 | $0 | 3 | $548,818,426 | 1 | $123,338,800 |
Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts (separate accounts) | ||||
Name | Number of Accounts | Total Assets | Number of Accounts | Total Assets | Number of Accounts | Total Assets |
Karen Q. Wong, CFA | 125 | $102,203,000,000 | 102 | $83,497,000,000 | 88 | $88,686,000,000 |
Richard A. Brown, CFA | 125 | $102,203,000,000 | 102 | $83,497,000,000 | 88 | $88,686,000,000 |
Thomas J. Durante, CFA | 125 | $102,203,000,000 | 102 | $83,497,000,000 | 88 | $88,686,000,000 |
• | Base salary |
• | Annual cash incentive |
• | Long-Term Incentive Plan |
– | Deferred cash for investment |
– | BNY Mellon restricted stock units and/or |
– | Mellon equity |
Registered Investment Companies | Other Pooled Investment Vehicles | All Other Accounts | ||||
Name | Number of Accounts | Total Assets | Number of Accounts | Total Assets | Number of Accounts | Total Assets |
Simon Fennell | 10 | $7,845,388,291 | 20 | $3,359,138,362 | 47 | $ 9,646,264,677 |
Ken McAtamney | 10 | $7,533,351,330 | 21 | $3,060,074,062 | 44 | $10,327,821,300 |
Fund | 2018 | 2017 |
Laudus International MarketMasters Fund™ | 69% | 71% |
Fund | 2018 | 2017 | 2016 |
Laudus International MarketMasters Fund™ | $1,681,768 | $2,033,122 | $2,324,077 |
Fund | Regular Broker-Dealer | Value of Holdings |
Laudus International MarketMasters Fund™ | Credit Suisse Securities (USA) LLC | $10,675,333 |
HSBC Securities (USA), Inc. | $ 1,030,001 | |
UBS Securities LLC | $ 337,212 | |
SG Americas Securities, LLC | $ 176,580 |
I. | INTRODUCTION |
II. | PHILOSOPHY |
III. | PROXY VOTING GUIDELINES |
A. | DIRECTORS AND AUDITORS |
i. | Directors |
• | The board is not majority independent |
• | The board does not have any female directors and has not provided a reasonable explanation for its lack of gender diversity |
• | 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 |
• | A pattern of inaccurate audits or other behavior that may call into question an auditor’s effectiveness |
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 (a defensive tactic used by a company’s board to fight a hostile takeover, commonly referred to 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 Shareholder Rights Plan 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 Shareholder Rights Plan 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 |
• | 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 either change their business practices or enhance their disclosures. CSIM believes that, in most instances, the board is best positioned to determine a company’s strategy and manage its operations, and generally does not support shareholder proposals seeking a change in business practices. CSIM generally evaluates shareholder proposals seeking additional disclosures on relevant environmental and social issues based on a company’s current level of reporting, peer disclosures and the existence of controversies or litigation related to the issue. |
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 |
Where CSIM has delegated day-to-day investment management responsibilities to an investment sub-adviser, CSIM may (but generally does not) delegate proxy voting responsibility to such investment sub-adviser. Each sub-adviser to whom proxy voting responsibility has been delegated will be required to review all proxy solicitation material and to exercise the voting rights associated with the securities it has been allocated in the best interest of each investment company and its shareholders, or other client. Prior to delegating the proxy voting responsibility, CSIM will review each sub-adviser’s proxy voting policy to determine whether it believes that each sub-adviser’s proxy voting policy is generally consistent with the maximization of the value of CSIM’s clients’ investments by protecting the long-term best interest of shareholders. | |
E. | REPORTING AND RECORD RETENTION |
CSIM will maintain, or cause Glass Lewis to maintain, records that identify the manner in which proxies have been voted (or not voted) on behalf of CSIM clients. CSIM will comply with all applicable rules and regulations regarding disclosure of its or its clients’ proxy voting records and procedures. |
CSIM will retain all proxy voting materials and supporting documentation as required under the Investment Advisers Act of 1940, as amended. |
ITEM 28. | EXHIBITS. |
(a) | Amended and Restated Agreement and Declaration of Trust, dated November 29, 2005, is incorporated herein by reference to Exhibit (a) of Post-Effective Amendment No. 81 to Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on April 28, 2006 (hereinafter referred to as PEA No. 81). |
(b) | Amended and Restated Bylaws of the Registrant, adopted as of November 16, 2004, are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 70 to Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on February 11, 2005 (hereinafter referred to as PEA No. 70). |
(c)(i) | Article III, Section 5, Article V, Article VI, Article VIII, Section 4 and Article IX, Sections 1, 5 and 7 of the Amended and Restated Agreement and Declaration of Trust, dated November 29, 2005, referenced in Exhibit (a) above, are incorporated herein by reference to Exhibit (a) of PEA No. 81. |
(c)(ii) | Articles 9 and 11 of the Amended and Restated Bylaws of the Registrant, adopted as of November 16, 2004, referenced in Exhibit (b) above, are incorporated herein by reference to Exhibit (b) of PEA No. 70. |
(d)(i) | Investment Advisory and Administration Agreement between Registrant and Charles Schwab Investment Management, Inc. (the Investment Adviser or CSIM), dated June 15, 1994, is incorporated herein by reference to Exhibit 5(a) of Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on December 17, 1997. |
(d)(i)(a) | Amended Schedules A and B to the Investment Advisory and Administration Agreement between Registrant and CSIM, dated June 1, 2017, is incorporated herein by reference to Exhibit (d)(i)(a) of Post-Effective Amendment No. 175 to Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on June 16, 2017 (hereinafter referred to as PEA No. 175). |
(d)(i)(b) | Amended and Restated Advisory Agreement between Registrant and CSIM, dated June 6, 2017, is incorporated herein by reference to Exhibit (d)(i)(b) of PEA No. 175. |
(d)(ii) | Administration Agreement between Registrant and CSIM, dated August 18, 2016, is incorporated herein by reference to Exhibit (d)(xxi) of PEA No. 160. |
(d)(iii) | Amended and Restated Investment Advisory and Administration Agreement between Registrant and CSIM, dated March 1, 2017, is incorporated herein by reference to Exhibit (d)(xxiv) of Post-Effective Amendment No. 166 to Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on April 20, 2017. |
(d)(iv) | Schedule A to the Amended and Restated Investment Advisory and Administration Agreement between Registrant and CSIM, dated December 1, 2017, are incorporated herein by reference to Exhibit (d)(iv) of Post-Effective Amendment No. 180 to Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on December 1, 2017 (PEA 180). |
(d)(iv)(a) | Schedule B to the Amended and Restated Investment Advisory and Administration Agreement between Registrant and CSIM, dated December 20, 2018, is filed herein as Exhibit (d)(iv)(a). |
(d)(iv)(b) | Investment Sub-Advisory Agreement between the Investment Adviser and Harris Associates LP (Harris Associates), dated January 11, 2002, is incorporated herein by reference to Exhibit (d)(x) of Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on May 30, 2002 (hereinafter referred to as PEA No. 48). |
(d)(iv)(c) | Amendment, dated March 26, 2003, to Investment Sub-Advisory Agreement between the Investment Adviser and Harris Associates is incorporated herein by reference to Exhibit (d)(xxii) of Post-Effective Amendment No. 60 to Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on February 26, 2004 (hereinafter referred to as PEA No. 60). |
(d)(v) | Amendment, dated December 2, 2004, to Investment Sub-Advisory Agreement between the Investment Adviser and Harris Associates is incorporated herein by reference to Exhibit (d)(xvii) of Post-Effective Amendment No. 106 to Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on February 25, 2011 (hereinafter referred to as PEA No. 106). |
(d)(v)(a) | Amendment, dated February 1, 2006, to Investment Sub-Advisory Agreement between the Investment Adviser and Harris Associates is filed herein as Exhibit (d)(v)(a). |
(d)(v)(b) | Amendment, dated November 16, 2006, to Investment Sub-Advisory Agreement between the Investment Adviser and Harris Associates is filed herein as Exhibit (d)(v)(b). |
(d)(v)(c) | Investment Sub-Advisory Agreement between the Investment Adviser and William Blair & Company, L.L.C. (William Blair), dated January 31, 2002, is incorporated herein by reference to Exhibit (d)(xvii) of PEA No. 48. |
(d)(v)(d) | Amendment, dated March 26, 2003, to Investment Sub-Advisory Agreement between the Investment Adviser and William Blair is incorporated herein by reference to Exhibit (d)(xxix) of PEA No. 60. |
ITEM 28. | EXHIBITS. |
(d)(vi) | Amendments, dated December 2, 2004 and April 18, 2005, to Investment Sub-Advisory Agreement between the Investment Adviser and William Blair are incorporated herein by reference, respectively, to Exhibit (d)(xx) and Exhibit (d)(xxi) of PEA No. 106. |
(d)(vi)(a) | Amendment, dated September 27, 2018, to Investment Sub-Advisory Agreement between the Investment Adviser and William Blair is filed herein as Exhibit (d)(vi)(a). |
(d)(vi)(b) | Investment Sub-Advisory Agreement between the Investment Adviser and Mondrian Investment Partners Limited, dated July 12, 2011, is filed herein as Exhibit (d)(vi)(b). |
(d)(vi)(c) | Investment Sub-Advisory Agreement between the Investment Adviser and American Century Investment Management, Inc. (American Century), dated June 3, 2010, is incorporated herein by reference to Exhibit (d)(x) of PEA No. 106. |
(d)(vii) | Amendment, dated July 16, 2010, to Investment Sub-Advisory Agreement between the Investment Adviser and American Century is incorporated herein by reference to Exhibit (d)(xvi) of PEA No. 106. |
(d)(viii) | Amendment, dated September 27, 2018, to Investment Sub-Advisory Agreement between Registrant, the Investment Adviser and American Century is filed herein as Exhibit (d)(viii). |
(d)(viii)(a) | Investment Sub-Advisory Agreement between the Investment Adviser and Mellon Capital Management Corporation (n/k/a Mellon Investments Corporation), dated January 20, 2012, is incorporated herein by reference to Exhibit (d)(x) of Post-Effective Amendment No. 112 to Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on February 28, 2012. |
(d)(ix) | Expense Limitation Agreement by and between Registrant, the Investment Adviser and Charles Schwab & Co., Inc. (Schwab), dated July 1, 2009, is incorporated herein by reference to Exhibit (d)(xxi) of Post-Effective Amendment No. 100 to Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on December 10, 2009 (hereinafter referred to as PEA No. 100). |
(d)(x) | Schedule A, dated June 1, 2017, to the Expense Limitation Agreement by and between Registrant, the Investment Adviser and Schwab, is incorporated herein by reference to Exhibit (d)(xiii)(a) of Post-Effective Amendment No. 173 to the Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on June 1, 2017. |
(d)(xi) | Expense Limitation Agreement among Registrant, the Investment Adviser and Schwab, dated August 18, 2016, is incorporated herein by reference to Exhibit (d)(xxii) of PEA No. 160. |
(e)(i) | Second Amended and Restated Distribution Agreement between Registrant and Schwab, dated December 11, 2015, is incorporated herein by reference to Exhibit (e) of Post-Effective Amendment No. 151 to Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on February 24, 2016 (hereinafter referred to as PEA No. 151). |
(e)(i)(a) | Amended Schedule A to the Second Amended and Restated Distribution Agreement between Registrant and Schwab, dated December 1, 2017, is incorporated herein by reference to Exhibit (e)(i)(a) of PEA 180. |
(f) | Inapplicable. |
(g)(i) | Custodian Agreement between Registrant and Brown Brothers Harriman & Co. (Brown Brothers), dated April 1, 2007, is incorporated herein by reference to Exhibit (g)(i) of Post-Effective Amendment No. 123 to Registrant’s Registration Statement Form N-1A (File No. 811-07704), electronically filed with the SEC on January 13, 2013. |
(g)(i)(a) | Amended Schedule 1, dated August 18, 2016, to the Custodian Services Agreement between Registrant and Brown Brothers is incorporated herein by reference to Exhibit (g)(ii) of PEA No. 160. |
(g)(ii) | Amended and Restated Master Custodian Agreement between Registrant and State Street Bank and Trust Company (State Street), dated October 17, 2005, is incorporated herein by reference to Exhibit (g)(ix) of Post-Effective Amendment No. 79 to Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on February 27, 2006 (hereinafter referred to as PEA No. 79). |
(g)(ii)(a) | Amended Schedule A to the Amended and Restated Master Custodian Agreement between Registrant and State Street, dated December 1, 2017, is incorporated herein by reference to Exhibit (g)(ii)(a) of PEA 180. |
(h)(i) | License Agreement between Registrant and Standard & Poor’s is incorporated herein by reference to Exhibit (h) of Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A (File No. 811-07704), electronically filed with the SEC on February 26, 1999. |
(h)(ii) | Transfer Agency and Service Agreement between Registrant and Boston Financial Data Services, Inc. (BFDS) (n/k/a DST Asset Manager Solutions, Inc.), dated July 1, 2009, is incorporated herein by reference to Exhibit (h)(ii) of PEA No. 100. |
(h)(ii)(a) | Amended Schedule A to the Transfer Agency and Service Agreement between Registrant and BFDS (n/k/a DST Asset Manager Solutions, Inc.), dated December 1, 2017, is incorporated herein by reference to Exhibit (h)(ii)(a) of PEA 180. |
(h)(iii) | Amended and Restated Shareholder Servicing Plan, dated December 11, 2015, is incorporated herein by reference to Exhibit (h)(iv) of PEA No. 151. |
(h)(iii)(a) | Schedule A, dated February 28, 2019, to the Amended and Restated Shareholder Servicing Plan, is filed herein as Exhibit (h)(iii)(a). |
(h)(iv) | Master Fund Accounting and Services Agreement between Registrant and State Street, dated October 1, 2005, is incorporated herein by reference to Exhibit (g)(i) of PEA No. 79. |
ITEM 28. | EXHIBITS. |
(h)(iv)(a) | Amended Appendix A to the Master Fund Accounting and Services Agreement between Registrant and State Street Bank, dated December 1, 2017, is incorporated herein by reference to Exhibit (h)(iv)(a) of PEA 180. |
(i) | Opinion and Consent of Counsel is filed herein as Exhibit (i). |
(j)(i) | Consent of PricewaterhouseCoopers LLP is filed herein as Exhibit (j)(i). |
(j)(ii) | Power of Attorney executed by Walter W. Bettinger, II, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(ii) of PEA No. 151. |
(j)(iii) | Power of Attorney executed by Marie A. Chandoha, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(iii) of PEA No. 151. |
(j)(iv) | Power of Attorney executed by Joseph R. Martinetto, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(iv) of PEA No. 151. |
(j)(v) | Power of Attorney executed by Robert W. Burns, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(v) of PEA No. 151. |
(j)(vi) | Power of Attorney executed by John F. Cogan, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(vi) of PEA No. 151. |
(j)(vii) | Power of Attorney executed by Stephen T. Kochis, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(vii) of PEA No. 151. |
(j)(viii) | Power of Attorney executed by David L. Mahoney, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(viii) of PEA No. 151. |
(j)(ix) | Power of Attorney executed by Kiran M. Patel, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(ix) of PEA No. 151. |
(j)(x) | Power of Attorney executed by Kimberly S. Patmore, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(x) of PEA No. 151. |
(j)(xi) | Power of Attorney executed by Nancy F. Heller, dated June 1, 2018, is incorporated herein by reference to Exhibit (j)(xi) of PEA No. 186. |
(j)(xii) | Power of Attorney executed by Gerald B. Smith, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(xii) of PEA No. 151. |
(j)(xiii) | Power of Attorney executed by Jane P. Moncreiff, dated January 28, 2019, is filed herein as Exhibit (j)(xiii). |
(j)(xiv) | Power of Attorney executed by Mark D. Fischer, dated January 1, 2016, is incorporated herein by reference to Exhibit (j)(xiv) of PEA No. 151. |
(k) | Inapplicable. |
(l) | Inapplicable. |
(m) | Inapplicable. |
(n) | Inapplicable. |
(o) | Inapplicable. |
(p)(i) | Registrant, the Investment Adviser and Schwab Joint Code of Ethics, dated October 31, 2017, is incorporated herein by reference to Exhibit (p)(i) of PEA 180. |
(p)(ii) | American Century Code of Ethics, dated December 13, 2018, is filed herein as Exhibit (p)(ii). |
(p)(iii) | Harris Associates Code of Ethics, dated March 31, 2017, is incorporated herein by reference to Exhibit (p)(iii) of PEA No. 182. |
(p)(iv) | William Blair Code of Ethics, dated July 31, 2018, is filed herein by reference to Exhibit (p)(iv). |
(p)(v) | Mondrian Code of Ethics, dated January 1, 2018, is incorporated herein by reference to Exhibit (p)(v) of PEA No. 182. |
(p)(vi) | Mellon Investments Corporation Code of Ethics, dated June 8, 2018, is filed herein as Exhibit (p)(vi). |
Item 29. | Persons Controlled By Or Under Common Control With 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 Premier 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 |
Name and Position with Adviser | Name of Other Company | Capacity |
George Pereira, Senior Vice President, Chief Financial Officer and Chief Operating Officer | Schwab Funds | Senior Vice President and Chief Operating Officer |
Laudus Funds | Senior Vice President and Chief Operating Officer | |
Schwab ETFs | Senior Vice President and Chief Operating Officer | |
Charles Schwab Worldwide Funds, plc | Director | |
Charles Schwab Asset Management (Ireland) Limited | Director |
Item 32. | Principal Underwriters. |
Name | Position and Offices with the Underwriter | Position and Offices with the Registrant |
Walter W. Bettinger II | President, Chief Executive Officer and Director | Chairman and Trustee |
Steven H. Anderson | Executive Vice President, Retirement Plan Services | None |
Catherine M. Casey | Executive Vice President, Human Resources | None |
Jason C. Clague | Executive Vice President, Operational Services | None |
Bernard J. Clark | Executive Vice President, Advisor Services | None |
Jonathan M. Craig | Senior Executive Vice President | None |
Peter B. Crawford | Executive Vice President, Chief Financial Officer and Director | None |
David R. Garfield | Executive Vice President and Corporate Secretary | None |
G. Andrew Gill | Executive Vice President, Client Solutions | None |
Neesha K. Hathi | Executive Vice President and Chief Digital Officer | None |
Timothy C. Heier | Executive Vice President and Chief Technology Officer | None |
Dennis W. Howard | Executive Vice President and Chief Information Officer | None |
Lisa Kidd Hunt | Executive Vice President, International Services and Business Initiatives | None |
Terri R. Kallsen | Executive Vice President, Investor Services | None |
Mitch Mantua | Executive Vice President, Internal Audit | None |
Joseph R. Martinetto | Senior Executive Vice President, Chief Operating Officer and Director | Trustee |
Nigel J. Murtagh | Executive Vice President, Corporate Risk | None |
Item 33. | Location Of Accounts And Records. |
Item 34. | Management Services. |
Item 35. | Undertakings. |
SCHWAB CAPITAL 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 | |
Jane
P. Moncreiff*
Jane P. Moncreiff |
Trustee | |
Kiran
M. Patel*
Kiran M. Patel |
Trustee | |
Kimberly
S. Patmore*
Kimberly S. Patmore |
Trustee | |
Gerald
B. Smith*
Gerald B. Smith |
Trustee | |
Mark
D. Fischer*
Mark D. Fischer |
Treasurer and Chief Financial Officer |
Exhibit (d)(iv)(a) | Schedule B to the Amended and Restated Investment Advisory and Administration Agreement |
Exhibit (d)(v)(a) | Harris Amendment to Schedule A |
Exhibit (d)(v)(b) | Harris Amendment to Schedule B |
Exhibit (d)(vi)(a) | William Blair Amendment to Schedule B |
Exhibit (d)(vi)(b) | Mondrian Investment Sub-Advisory Agreement |
Exhibit (d)(viii) | American Century Amendment to Schedule B |
Exhibit (h)(iii)(a) | Amended and Restated Shareholder Servicing Plan |
Exhibit (i) | Opinion and Consent of Counsel |
Exhibit (j)(i) | Consent of PricewaterhouseCoopers LLP |
Exhibit (j)(xiii) | Power of Attorney executed by Jane P. Moncreiff, dated January 28, 2019 |
Exhibit (p)(ii) | Code of Ethics of American Century, dated December 13, 2018 |
Exhibit (p)(iv) | Code of Ethics of William Blair, dated July 31, 2018 |
Exhibit (p)(vi) | Code of Ethics of Mellon Investments Corporation, dated June 8, 2018 |
SCHEDULE B
TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AND
ADMINISTRATION AGREEMENT
BETWEEN SCHWAB CAPITAL TRUST AND
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
ADVISORY FEE SCHEDULE
The fees listed below are for services provided under this Agreement
and are to be accrued daily and paid monthly in arrears:
Fund |
Rate | |||
Schwab International Index Fund |
0.06 | %* | ||
Schwab Small-Cap Index Fund |
0.04 | %* | ||
Schwab S&P 500 Index Fund |
0.02 | %* | ||
Schwab Total Stock Market Index Fund |
0.03 | %* | ||
Schwab Fundamental US Large Company Index Fund |
0.25 | %* | ||
Schwab Fundamental US Small Company Index Fund |
0.25 | %* | ||
Schwab Fundamental International Large Company Index Fund |
0.25 | %* | ||
Schwab Fundamental International Small Company Index Fund |
0.39 | %* | ||
Schwab Fundamental Emerging Markets Large Company Index Fund |
0.39 | %* | ||
Schwab Fundamental Global Real Estate Index Fund |
0.39 | %* | ||
Schwab U.S. Large-Cap Growth Index Fund |
0.035 | %* | ||
Schwab U.S. Large-Cap Value Index Fund |
0.035 | %* | ||
Schwab U.S. Mid-Cap Index Fund |
0.04 | %* |
* |
The Investment Adviser will pay the operating expenses of the Fund, excluding acquired fund fees and expenses, taxes, any brokerage expenses and extraordinary or non-routine expenses, shareholder servicing fees, if applicable, and expenses paid by the Schwab Funds under any distribution plan adopted pursuant to Rule 12b-1. |
Schwab Capital Trust | Charles Schwab Investment Management, Inc. | |||
/s/ George Pereira |
/s/ Marie Chandoha |
|||
George Pereira | Marie Chandoha | |||
Chief Operating Officer | Chief Executive Officer |
Dated as of December 20, 2018
February 1, 2006
Harris Associates LP
Attn: General Counsel
Two North La Salle Street, Suite 500
Chicago, IL 60602-3790
Re: Amendment to Schedule A
Dear Sir or Madam:
This letter agreement serves to amend Schedule A (Schedule A) to our investment sub-advisory agreement, dated January 11, 2002, as amended on March 26, 2003, May 29, 2003 and December 2, 2004, (the Agreement).
The amended Schedule A reflects the addition of the Laudus Balanced MarketMasters Fund. Amended Schedule A shall replace the existing Schedule A.
The Agreement otherwise remains unchanged and shall continue in full force and effect.
In the space provided below, please acknowledge your agreement to the foregoing.
Very truly yours, | ||
Charles Schwab Investment Management, Inc. | ||
By: | /s/ Evelyn Dilsaver | |
Name: | Evelyn Dilsaver | |
Title: | President and Chief Executive Officer |
ACKNOWLEDGED AND AGREED TO:
Harris Associates LP
By: |
/s/ Janet L. Reali |
|
Name: |
Janet L. Reali |
|
Title: |
General Counsel |
AMENDED SCHEDULE A
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
AND
HARRIS ASSOCIATES LP
FUND(S)
1. |
Laudus U.S. MarketMasters Fund |
2. |
Laudus International MarketMasters Fund |
3. |
Laudus Balanced MarketMasters Fund |
Effective Date of this Schedule A: February 1, 2006
November 16, 2006
Harris Associates LP
Attn: General Counsel
Two North La Salle Street, Suite 500
Chicago, IL 60602-3790
Re: Amendment to Schedule B
Dear Sir or Madam:
This letter agreement serves to amend Schedule B (Schedule B) to our investment sub-advisory agreement, dated January 11, 2002, as amended on March 26, 2003, May 29, 2003, December 2, 2004 and February 1, 2006, (the Agreement).
The amended Schedule B reflects an additional breakpoint with respect to the sub-advisory fees. Amended Schedule B shall replace the existing Schedule B.
The Agreement otherwise remains unchanged and shall continue in full force and effect.
In the space provided below, please acknowledge your agreement to the foregoing.
Very truly yours, | ||
Charles Schwab Investment Management, Inc. | ||
By: |
/s/ Evelyn Dilsaver |
|
Name: | Evelyn Dilsaver | |
Title: | President and Chief Executive Officer |
ACKNOWLEDGED AND AGREED TO: | ||
Harris Associates LP | ||
By: |
/s/ Janet L. Reali |
|
Name: |
Janet L. Reali |
|
Title: |
General Counsel |
SCHEDULE B
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
AND
HARRIS ASSOCIATES LP
FEES
The Managed Assets of all Funds will be aggregated for purposes of calculating the fees. Fees will be aggregated for all Funds managed by Sub-Adviser and will be accrued each day by applying to the Net Asset Value of the Managed Assets for all Funds at the end of that day, the daily rate, using a 365-day year, equivalent to the applicable fee percentage set forth below (Company Percentage). Fees will be paid within 30 days following the end of each calendar quarter.
COMPANY PERCENTAGE
60 Basis points on the first $125 million
57.5 Basis points on the next $125 million
55 Basis points on amounts over $250 million
50 Basis points on amounts over $500 million
Effective Date of this Schedule B: January 1, 2007
September 27, 2018
William Blair Investment Management, LLC
(formerly, William Blair & Company, L.L.C.)
Attention: Heather Gardner, CIMA
150 North Riverside Plaza
Chicago, IL 60606
Re: Amendment to Schedule B
Dear Ms. Gardner:
This letter agreement serves to amend Schedule B (Schedule B) to our investment sub-advisory agreement, dated January 31, 2002, as amended on March 26, 2003, December 2, 2004, April 18, 2005 and June 5, 2012 (the Agreement).
The amended Schedule B reflects the new breakpoints with respect to the sub-advisory fees. Amended Schedule B shall replace the existing Schedule B effective October 1, 2018.
The Agreement otherwise remains unchanged and shall continue in full force and effect.
In the space provided below, please acknowledge your agreement to the foregoing.
Very truly yours, | ||
Charles Schwab Investment Management, Inc. | ||
By: |
/s/ Marie Chandoha |
|
Name: | Marie Chandoha | |
Title: | President and Chief Executive Officer |
ACKNOWLEDGED AND AGREED TO: |
||
William Blair Investment Management, LLC |
||
By: |
/s/ Robert Duwa |
|
Name: |
Robert Duwa |
|
Title: |
Partner |
SCHEDULE B
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
AND
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC
FEES
Fees will be accrued each day by applying to the Net Asset Value of the Managed Assets at the end of that day, the daily rate, using a 365-day year, equivalent to the applicable fee percentage set forth below (Company Percentage). Sub-Adviser represents and warrants that the Company Percentage now is and in the future will be equal to or less than the applicable fee percentage payable to Sub-Adviser under any other advisory or sub-advisory agreement for comparable investment advisory services to mutual funds that have substantially the same investment policies and objectives (each a Third Party Percentage). If at any time, the Company Percentage is greater than any Third Party Percentage, the Company Percentage will be reduced to the lowest Third Party Percentage, including with respect to any advisory or sub-advisory agreement amended or entered into by Sub-Adviser after the effective date of this Schedule. Fees will be paid within 30 days following the end of each calendar quarter.
COMPANY PERCENTAGE
47 Basis Points on the first $250 million.
30 Basis Points above $250 million.
Provided however, if at any time the Net Asset Value of the Managed Assets falls below $250 million for a period of 90 days, the Company Percentage shall be: 55 Basis Points on the first $150 million, 40 Basis Points on the next $100 million, 35 Basis Points on the next $50 million and 30 Basis Points above $300 million. However, if at any time after such drop, the Net Asset Value of the Managed Assets again exceeds $250 million for a period of 90 days the Company Percentage shall revert to the Schedule set forth above.
Effective Date of this Schedule B: October 1, 2018
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this 12th day of July, 2011, by and between, Charles Schwab Investment Management, Inc. (CSIM), and Mondrian Investment Partners Limited (Sub-Adviser).
WHEREAS, Schwab Capital Trust, a Massachusetts business trust (Company), is an open-end, management investment company registered under the Investment Company Act of 1940 (1940 Act), consisting of several series, each having its own investment objective and policies; and
WHEREAS, Company has entered into an Investment Advisory and Administration Agreement with CSIM pursuant to which CSIM acts as investment manager to Company (Management Agreement); and
WHEREAS, CSIM, acting with the approval of Company, wishes to retain Sub-Adviser to provide discretionary investment advisory services (Services) with respect to a portion of each series identified on Schedule A hereto, as may be amended from time to time, (each a Fund) that may be allocated by CSIM for management by the Sub-Adviser from time to time, together with all income earned on those assets and all realized and unrealized capital appreciation related to those assets (for each Fund, the Managed Assets), and Sub-Adviser is willing to render the Services.
NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties agree as follows:
1. APPOINTMENT. CSIM appoints Sub-Adviser to provide the Services for the period and term set forth in this Investment Sub-Advisory Agreement (Agreement). Sub-Adviser accepts such appointment and agrees to render the Services as provided herein.
2. DUTIES OF SUB-ADVISER.
(a) Subject to supervision of the Company, the Board of Trustees (Trustees) and CSIM (collectively Fund Parties), Sub-Adviser shall be responsible for managing the investment and reinvestment of the Managed Assets and determine in its discretion, the securities and other property to be purchased or sold and the portion of the Managed Assets to be retained in cash, and shall not be responsible for providing investment advice to any other portion of a Fund. In performance of its duties and obligations under this Agreement, Sub-Adviser shall not consult with any other sub-adviser to a Fund concerning the Managed Assets, except to the extent permitted under the 1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will use same skill and care in providing the Services to each Fund as it utilizes in providing investment advisory services to other fiduciary accounts for which it has investment responsibilities. Sub-Adviser will provide Fund Parties with records concerning Sub-Advisers activities that Fund Parties are required to maintain, and regular reports concerning Sub-Advisers performance of the Services.
(b) Unless CSIM provides written instructions to the contrary, CSIM will review all proxy solicitation materials and will exercise any voting rights associated with securities comprising the Managed Assets pursuant to its proxy voting policy and guidelines.
(c) Sub-Adviser will provide assistance to Company, Charles Schwab & Co, Inc. (Distributor) and CSIM (collectively Schwab Parties), as may be reasonably requested by such parties, in connection with the general offering, sale and marketing of Fund shares. Such assistance will include, without limitation: (i) periodic review of general offering, marketing and sales materials; and (ii) quarterly conference calls by Sub-Advisor portfolio management staff with CSIM fund management professionals;
(iii) annual participation by Sub-Advisor portfolio management staff in educational activities regarding Sub-Advisors investment style, market views and performance results including, but not limited to, web casts or other technology-based communication media; and (iv) periodic provision of discussion, analysis and commentary and market and performance data for filings with the Securities and Exchange Commission (SEC). Except as described in the prior sentence, Sub-Adviser shall have no obligation to assist the Schwab Parties in connection with the offering, sale or marketing of Fund shares to any specific party or to participate in internal or external conferences, conventions, road shows or other sales or educational meetings. Schwab parties may use the names, trade names, trademarks, service marks, artwork, designs, or other copyrighted materials of Sub-Adviser in connection with the offering, sale and marketing of Fund shares, subject to the written approval of Sub-Adviser, which will not be unreasonably withheld.
(d) Unless CSIM provides written instructions to the contrary, Sub-Adviser will provide assistance in determining, in good faith, the fair value of any securities of the Managed Assets for which market quotations are not readily available in accordance with guidelines and procedures adopted by the Trustees. In addition, Sub-Adviser will assist the Companys pricing agent with arranging for the provision of market values from at least two parties independent of Sub-Adviser with respect to any securities of the Managed Assets for which the Companys pricing agent does not obtain prices in the ordinary course of business from an automated pricing service.
(e) Sub-Adviser will discharge the foregoing responsibilities subject to the supervision of Fund Parties, and in compliance with the following: (i) such policies as Fund Parties may from time to time establish; (ii) Companys Prospectus and Statement of Additional Information (Prospectus and SAI); (iii) Companys Declaration of Trust and By-Laws ; (iv) 1940 Act; (v) the Investment Advisers Act of 1940 (Advisers Act); (vi) any exemptive or other relief granted by the SEC; (vii) the Internal Revenue Code of 1986 (Code); (viii) the Commodities and Exchange Act (CEA); and (ix) any other applicable laws. If a conflict in policies referenced herein occurs, the Prospectus and SAI will control.
(f) Sub-Adviser agrees to perform such duties at its own expense and to provide the office space, furnishings and equipment and the personnel required by it to perform the Services on the terms and for the compensation provided herein. Sub-Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for a Fund.
3. DUTIES OF CSIM. CSIM will continue to have responsibility for all services to be provided to a Fund pursuant to the Management Agreement and will oversee and review Sub-Advisers performance of the Services. CSIM will furnish to Sub-Adviser current and complete copies of the Declaration of Trust and By-laws of Company, and the current Prospectus and SAI as those documents may be amended from time to time.
4. CUSTODY. Company will designate one or more custodians to hold the Managed Assets (Custodian) in the name of each Fund. Each custodian will be responsible for the custody, receipt and delivery of securities and other assets of a Fund including the Managed Assets, and Sub-Adviser will have no authority, responsibility or obligation with respect to the custody, receipt or delivery of securities or other assets of a Fund. In the event that any cash or securities of a Fund are delivered to Sub-Adviser, Sub-Adviser will promptly deliver the same to the Custodian for the benefit of and in the name of Fund. Sub-Adviser will provide to the Custodian and Fund Accountant on each business day, information relating to all transactions in the Managed Assets and will provide such information to Fund Parties upon request. Sub-Adviser will make all reasonable efforts to notify Custodian and Fund Accountant of all orders to brokers for the Managed Assets by 9:00 am EST on the day following the trade date and will affirm the trade to the Custodian and Fund Accountant before the close of business one business day after the trade date.
2
5. PORTFOLIO TRANSACTIONS.
(a) Sub-Adviser is authorized to select brokers or dealers that will execute the purchases and sales of portfolio securities and other property for a Fund in a manner that implements the policy with respect to brokerage set forth in the Prospectus and SAI, or as Fund Parties may direct from time to time, and in conformity with the federal securities laws.
(b) In effecting transactions for a Fund and selecting brokers or dealers, Sub-Adviser will use its best efforts to seek best execution on behalf of the Fund. In assessing best execution for any transaction, Sub-Adviser will consider any factors that it deems relevant, including price paid for the security, commission paid for the transaction, clearance, settlement, reputation, financial strength and stability, efficiency of execution and error resolution, block trading and block positioning capabilities, willingness to execute related or unrelated difficult transactions and order of call.
(c) Consistent with any policies established by Fund Parties and in compliance with the Prospectus and SAI and 1940 Act, Sub-Adviser is authorized, in its discretion, to utilize the services of a broker or dealer that provides brokerage or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934).
(d) In no instance will Sub-Adviser cause Managed Assets to be purchased from or sold to Distributor, CSIM, Sub-Adviser or any affiliated person of either Company, Distributor, CSIM, or Sub-Adviser (collectively Related Parties), except to the extent permitted by the 1940 Act or any exemptive or other relief granted by the SEC. Sub-adviser will not execute any transactions with brokers or dealers that are Related Parties without the prior written approval of CSIM. CSIM shall periodically provide Sub-Adviser with a list of all Related Parties in writing (other than parties that are affiliates of Sub-Adviser). Sub-Adviser shall have no obligation to independently determine whether a party may be a Related Party (other than parties that are Related Parties by being an affiliate of Sub-Adviser). Sub-Adviser shall have no liability whatsoever in the event that it engages in a transaction with a party that is actually a Related Party (other than a Related Party that is an affiliate of Sub-Adviser) but did not appear on the list of Related Parties most recently provided by CSIM to Sub-Adviser.
(e) Provided that Fund Parties have not prohibited the aggregation of orders for purchase or sale of Managed Assets with similar orders being made concurrently for other accounts managed by Sub-Adviser and notified Sub-Adviser in writing of such prohibition, consistent with any policies established by Sub-Adviser, Sub-Adviser may aggregate such orders, if, in Sub-Advisers reasonable judgment, such aggregation will result in an overall economic benefit to Fund, taking into consideration the transaction price, brokerage commission and other expenses.
6. COMPENSATION OF SUB-ADVISER. For the Services provided and expenses assumed by Sub-Adviser under this Agreement, CSIM will pay to Sub-Adviser compensation at the rate specified in Schedule B, as may be amended from time to time. Such compensation will be paid at the times and on the terms set forth in Schedule B. All rights of compensation under this Agreement for Services performed as of the termination date will survive the termination of this Agreement. Except as otherwise prohibited by law or regulation, Sub-Adviser may, in its discretion, from time to time, waive a portion of its compensation.
7. REPORTS.
(a) Sub-Adviser will provide written quarterly reports to Fund Parties regarding the Managed Assets. CSIM will reasonably specify the information to be included in such quarterly reports. Although Sub-Adviser does not currently provide any economic, statistical or investment services to clients
3
other than asset management services, in the event that Sub-Adviser does provide such services to its other institutional clients, it shall make such services available to the Fund Parties.
(b) Sub-Adviser will promptly communicate to Fund Parties any information relating to transactions in the Managed Assets, as Fund Parties may reasonably request.
(c) Sub-Adviser will promptly notify Fund Parties of any financial or regulatory condition that is likely to impair the ability of Sub-Adviser to perform the Services. In addition, Sub-Adviser will promptly notify Fund Parties of any intended change in control of Sub-Adviser and of any intended change in portfolio or senior management, as far in advance of such change as possible.
(d) Sub-Adviser will make its officers and employees available to meet with Fund Parties at such times and places, as Fund Parties may reasonably request, including at quarterly and special meetings of the Trustees in San Francisco, California.
8. STATUS OF SUB-ADVISER. Sub-Adviser is and will continue to be registered under the Advisers Act. The Services of Sub-Adviser to Company for each Fund are not to be deemed exclusive, and Sub-Adviser is free to render similar services to others so long as its Services to the Fund are not impaired thereby. Sub-Adviser is and will continue to be an independent contractor and, unless otherwise expressly provided or authorized, has no authority to act for or represent Company in any way or otherwise act as agent of Company.
9. CODE OF ETHICS. Sub-Adviser will furnish to Fund Parties a current copy of its code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act. Upon written request of CSIM, Sub-Adviser will permit Fund Parties to examine the reports made by Sub-Adviser pursuant to Rule 17j-1 and other records relevant to Sub-Advisers code of ethics. Sub-Adviser will provide an annual certification to Fund Parties certifying that there have been no material violations of Sub-Advisers code of ethics or, if such violations have occurred, that appropriate actions have been taken in response to such violations.
10. CERTAIN RECORDS.
(a) Sub-Adviser will maintain all books and records with respect to transactions involving the Managed Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. Sub-Adviser will provide to Fund Parties periodic and special reports, balance sheets, profitability analyses, financial information, and such other information with regard to Sub-Advisers affairs, as Fund Parties may reasonably request, including any information requested by Fund Parties to assist the Trustees in evaluating the terms of this Agreement and any renewal thereof under Section 15(c) of the 1940 Act.
(b) Sub-Adviser will keep the books and records relating to the Managed Assets required to be maintained by Sub-Adviser under this Agreement and will timely furnish to Fund Parties all information relating to Sub-Advisers Services under this Agreement needed by Fund Parties to keep the other books and records of the Company required by Rule 31a-1 under the 1940 Act. Sub-Adviser will also furnish to Fund Parties any other information relating to the Managed Assets that must be filed by Company with the SEC or sent to shareholders under the 1940 Act, and any exemptive or other relief granted by the SEC. Fund Parties shall obtain the prior written consent of Sub-Adviser before including information regarding the Sub-Adviser in any document that is required to be filed with the SEC or required to be sent to shareholders, which approval will not be unreasonably withheld. Sub-Adviser agrees that all records that it maintains on behalf of Company are property of Company and Sub-Adviser will surrender promptly to Company any of such records upon Fund Parties request; provided, however, Sub-Adviser may retain a copy of such records. In addition, Sub-Adviser will preserve for the periods prescribed by Rule 31a-2 under
4
1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and will transfer said records to any successor sub-adviser upon the termination of this Agreement (or, if there is no successor sub-adviser, to CSIM).
11. LIMITATION OF LIABILITY OF SUB-ADVISER. Sub-Adviser will not be liable for any claims, liabilities, damages, costs or losses (collectively claims) arising out of this Agreement, except to the extent such claims arise out of: (a) Sub-Advisers negligence, bad faith or willful misfeasance; or (b) Sub-Advisers material breach of this Agreement. Nothing in this Section 11 will be deemed a waiver or limitation of any obligation or duty that may not by law be waived or limited.
12. INDEMNIFICATION.
(a) Sub-Adviser will indemnify and hold harmless Fund Parties, their affiliates and their respective employees, officers and directors from and against all claims arising out of this Agreement to the extent such claims arise out of: (i) Sub-Advisers negligence, bad faith or willful misfeasance; or (ii) Sub-Advisers material breach of this Agreement.
(b) CSIM will indemnify and hold harmless Sub-Adviser, its affiliates, and their respective employees, officers and directors from and against all claims arising out of this Agreement, except to the extent such claims arise out of: (i) Sub-Advisers negligence, bad faith or willful misfeasance; or (ii) Sub-Advisers breach of this Agreement.
13. CONFIDENTIALITY. The Mutual Confidentiality and Non-Disclosure Agreement (Confidentiality Agreement) previously entered into between the parties is attached hereto as Schedule C and incorporated herein by reference. The Confidentiality Agreement will remain in effect throughout the term of this Agreement, and each party will abide by all of the provisions set forth therein. Upon termination of this Agreement, each party will continue to hold any Confidential Information (as that term is defined in the Confidentiality Agreement) in strict confidence for ten years from the date of termination, except with regard to: (a) trade secrets of either party which will be held in confidence for as long as such information remains a trade secret; and (b) Schwab Customer Information (as that term is defined in the Confidentiality Agreement) which will be held by Sub-Adviser in strict confidence in perpetuity and which will be used by Sub-Adviser only to perform the Services and for no other purpose. In addition, Sub-Adviser will not use any information concerning each Funds portfolio holdings, including, without limitation, the names of the portfolio holdings and the values thereof or other Schwab Confidential Information, for purposes of making any decision about whether to purchase or redeem shares of each Fund or to execute any other securities transaction. In the event any of the provisions of the Confidentiality Agreement conflict with any of the provisions of this Agreement, the latter will control.
14. PUBLICITY. During and after the term of this Agreement, neither the Schwab Parties nor Sub-Adviser will make any media release or other public announcement relating to this Agreement without the other partys prior written consent. Sub-Adviser will acquire no right to use, and will not use, without Schwab Parties prior written consent, with respect to each use, the terms or existence of this Agreement, the names, trade names, trademarks, service marks, artwork, designs, or copyrighted materials of Schwab Parties or their affiliates in any sales or advertising materials, press releases, client lists, presentations, promotions or other publicity related materials or media.
15. DURATION AND TERMINATION.
(a) This Agreement will become effective for each Fund upon its approval by the Trustees, without approval by the shareholders. This Agreement will remain in effect until two years from date of each effectiveness, and thereafter, for periods of one year so long as such continuance thereafter is
5
specifically approved at least annually (i) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees, or by the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the shareholders of a Fund fail to approve the Agreement as provided herein, Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. The foregoing requirement that continuance of this Agreement be specifically approved at least annually will be construed in a manner consistent with the 1940 Act.
(b) This Agreement may be terminated at any time, without cause and without payment of any penalty by Fund Parties, by vote of a majority of the Trustees or by vote of a majority of the outstanding voting securities of a Fund on not more than 60 days written notice to the Sub-Adviser, or by CSIM upon 90 days written notice to Sub-Adviser. In addition, this Agreement may be terminated, with cause, by CSIM at any time, without payment of any penalty by Fund Parties, upon written notice to Sub-Adviser. As used herein, with cause means: (i) any material breach of the Agreement by Sub-Adviser; (ii) any federal or state regulatory violation by Sub-Adviser; and (iii) any material financial or other impairment that in the reasonable judgment of CSIM impairs Sub-Advisers ability to perform the Services.
(c) This Agreement may be terminated by the Sub-Adviser at any time, without cause and without payment of any penalty, upon 90 days written notice to CSIM.
(d) This Agreement will automatically and immediately terminate in the event of its assignment or in the event of the termination of the Management Agreement.
(e) Any termination of this Agreement in accordance with the terms hereof will not affect the obligations or liabilities accrued prior to termination. As used in this Section 15, the terms assignment, interested persons, and a vote of a majority of the outstanding voting securities will have the respective meanings set forth in the 1940 Act; subject to such exceptions and other relief as may be granted by the SEC.
16. NOTICE. All notices required or permitted hereunder will be deemed sufficient upon receipt if sent by: (a) hand; (b) registered or certified mail, postage prepaid; (c) overnight courier; or (d) facsimile transmission to the last address furnished by the other party to the party giving notice. At the outset, such notices will be delivered to the following addresses:
CSIM: | Charles Schwab Investment Management, Inc. | |
211 Main Street | ||
San Francisco, CA 94105 | ||
Attention: Treasurer and Principal Financial Officer | ||
Telephone: (415) 667-7400 | ||
Facsimile: (415) 667-7644 | ||
Sub-Adviser: | Mondrian Investment Partners Limited | |
Street Address: 10 Gresham St, 5 th Floor | ||
City and Zip Code: London, EC2V 7JD United Kingdom | ||
Attention: Managing Director | ||
Telephone: +44-20-7477-7000 | ||
Facsimile: +44-20-7776-8500 |
17. NONCOMPETE PROVISIONS. Sub-Adviser is not and will not become a party to any noncompete agreement or other agreement or arrangement that would restrict, limit or otherwise interfere
6
with the ability of Schwab Parties and their affiliates to employ or engage any person or entity, now or in the future, to provide investment advisory or other services.
18. SEVERABILITY. If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.
19. GOVERNING LAW. This Agreement will be construed in accordance with the laws of the State of California and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of California, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter will control. Any legal action or proceeding arising out of this Agreement will be brought only in the courts of the State of California located in the City and County of San Francisco or in the United States District Court for the Northern District of California. Each party will submit to the jurisdiction of such courts and venue in such courts and will waive any claims that such courts lack jurisdiction or are inconvenient forums.
20. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement and understanding between the parties relating to the Services. Any prior agreements, promises or representations not expressly set forth in this Agreement are of no force and effect. No waiver or modification of this Agreement will be effective unless reduced to writing and signed by the party to be charged. No failure to exercise and no delay in exercising on the part of any party hereto of any right, remedy, power or privilege hereunder will operate as a waiver thereof.
(b) This Agreement is entered into on behalf of each Fund severally, and not jointly, with the express intention that the provisions contained herein will apply separately with respect to each Fund, as if contained in separate agreements.
(c) Except as set forth in Section 15, this Agreement binds and inures to the benefit of parties, their successors and assigns. This Agreement may be executed in more than one counterpart each of which will be deemed an original and both of which, taken together, will be deemed to constitute one and the same instrument.
(d) Company refers to Schwab Capital Trust and its Trustees, as Trustees but not individually or personally, acting under a Declaration of Trust dated May 7, 1993. A copy of the Certificate of Trust of Company is on file with the Secretary of State of the State of Massachusetts. Notice is hereby given that the obligations of Company entered into in the name of or on behalf of Company by any of its Trustees, representatives or agents are made not individually, but in such Company capacities. Such obligations are not binding upon any of the Trustees, shareholders or representatives of Company personally, but bind only the assets of Company belonging to such Fund for the enforcement of any claims against Company.
(e) As used in this Agreement, any references to any laws (including, without limitation, the 1940 Act, Advisers Act, Code and CEA) incorporate the effects of: (i) any amendments to such laws; (ii) any rules or regulations promulgated under such laws; and (iii) any interpretations of such laws, rules or regulations by the applicable regulatory authorities.
7
NOW THEREFORE, the parties hereto have caused this Agreement to be executed as of the day and year first written above.
Charles Schwab Investment Management, Inc.
By: |
/s/ George Pereira |
|
Name: | George Pereira | |
Title: | Chief Operating Officer & CFO, SVP |
MONDRIAN INVESTMENT PARTNERS LIMITED
By: |
/s/ David Tilles |
|
Name: | David Tilles | |
Title: | Chairman |
List of Schedules
Schedule A Funds
Schedule B Fees
Schedule C Mutual Confidentiality and Non-Disclosure Agreement
Schedule D Intentionally Deleted
8
SCHEDULE A
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
AND
MONDRIAN INVESTMENT PARTNERS LIMITED
FUND(S)
Laudus International MarketMasters Fund
Effective Date of this Schedule A: July 12, 2011
9
SCHEDULE B
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
AND
MONDRIAN INVESTMENT PARTNERS LIMITED
FEES
Fees will be accrued each day by applying to the Net Asset Value of the Managed Assets at the end of that day, the daily rate, using a 365-day year, equivalent to the applicable fee percentage set forth below (Company Percentage). Sub-Adviser represents and warrants that the Company Percentage now is and in the future will be equal to or less than the applicable fee percentage payable to Sub-Adviser under any other advisory or sub-advisory agreement for comparable investment advisory services (each a Third Party Percentage). If at any time, the Company Percentage is greater than any Third Party Percentage, the Company Percentage will be reduced to the lowest Third Party Percentage, including with respect to any advisory or sub-advisory agreement amended or entered into by Sub-Adviser after the effective date of this Schedule. Fees will be paid within 30 days following the end of each calendar quarter.
COMPANY PERCENTAGE
First $850 million: | 57.5 Basis Points annually | |||
Thereafter: | 55.0 Basis Points annually |
The above fee scale is subject to a minimum funding of $100 million, or fees equivalent thereto.
The maximum amount of Managed Assets that may be held in the account is $500 million. Sub-Adviser agrees to review its capacity positions once the account reaches $400 million to determine if the $500 million account size cap may be adjusted.
Effective Date of this Schedule B: July 12, 2011
10
SCHEDULE C
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
AND
MONDRIAN INVESTMENT PARTNERS LIMITED
MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
A true and correct copy of the MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT is attached hereto.
Effective Date of this Schedule C: July 12, 2011
11
September 27, 2018
American Century Investment Management, Inc.
Attention: General Counsel
4500 Main Street
Kansas City, MO 64119
Re: Amendment to Schedule B
Dear Sir or Madam:
This letter agreement serves to amend Schedule B (Schedule B) to our Investment Sub-Advisory Agreement, dated June 3, 2010, as amended from time to time (the Agreement).
The amended Schedule B reflects the new breakpoints with respect to the sub-advisory fees. Amended Schedule B shall replace the existing Schedule B effective October 1, 2018.
The Agreement otherwise remains unchanged and shall continue in full force and effect.
In the space provided below, please acknowledge your agreement to the foregoing.
Very truly yours, | ||
Charles Schwab Investment Management, Inc. | ||
By: |
/s/ Marie Chandoha |
|
Name: | Marie Chandoha | |
Title: | President and Chief Executive Officer |
ACKNOWLEDGED AND AGREED TO: | ||
American Century Investment Management, Inc. |
By: |
/s/ Margie Morrison |
|
Name: | Margie Morrison | |
Title: | Senior Vice President |
SCHEDULE B
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
AND
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
FEES
The Managed Assets of all mandates will be aggregated for purposes of calculating the fees. Fees will be accrued each day by applying to the Net Asset Value of the Managed Assets at the end of that day, the daily rate, using a 365-day year, equivalent to the applicable fee percentage set forth below (Company Percentage). Fees will be paid within 30 days following the end of each calendar quarter.
The Sub-Adviser will not agree to a lower effective fee rate that is lower than Company Percentage with any other comparable client, as defined hereinafter, without notifying CSIM of such lower effective fee rate, pursuant to this Agreement. If at any time, the Company Percentage is greater than such fee rate, the Company Percentage will be reduced to be equal or less that fee rate. For purposes of this provision, the term comparable client shall mean any person or entity for which the Sub-Adviser is providing sub-advisory services, excluding clients whose fees are based on performance, that (1) enters into an investment management agreement with the Sub-Adviser after the date hereof (that is not a renewal, extension of or an amendment of an existing agreement) for the management of an account (either alone or together with other accounts of it and its affiliates) that is comparable or smaller in size to the Fund and (2) utilizes the same investment strategy and receives similar investment management services to those provided to the Fund, including without limitation, having comparable investment guidelines, restrictions and objectives. The determination of the applicability of this provision to any comparable client shall be made at the time of the Sub-Advisers agreement to an effective fee rate.
COMPANY PERCENTAGE
65 Basis points on the first $250 million
60 Basis points on assets over $250 million
Effective Date of this Schedule B: October 1, 2018
SCHWAB CAPITAL TRUST
SCHWAB INVESTMENTS
Schedule A
to the Amended and Restated Shareholder Servicing Plan
dated February 28, 2019
Schwab Capital Trust
Fund | Shareholder Service Fee | |
Schwab Large-Cap Growth Fund | An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets | |
Schwab Core Equity Fund | An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets | |
Schwab Dividend Equity Fund | An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets | |
Schwab Small-Cap Equity Fund | An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets | |
Schwab Hedged Equity Fund | An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets | |
Schwab Health Care Fund | An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets | |
Schwab Balanced Fund | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets | |
Schwab International Core Equity Fund | An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets | |
Schwab Target 2010 Fund | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets | |
Schwab Target 2015 Fund | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets | |
Schwab Target 2020 Fund | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets | |
Schwab Target 2025 Fund | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets | |
Schwab Target 2030 Fund | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets | |
Schwab Target 2035 Fund | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets | |
Schwab Target 2040 Fund | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets | |
Schwab MarketTrack All Equity Portfolio | An annual fee, payable monthly, of twenty-five |
one-hundredths of one percent (0.25%) of the Funds average daily net assets | ||
Schwab MarketTrack Growth Portfolio | An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets | |
Schwab MarketTrack Balanced Portfolio | An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets | |
Schwab MarketTrack Conservative Portfolio | An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets | |
Laudus International MarketMasters Fund | An annual fee, payable monthly, of twenty one-hundredths of one percent (0.20%) of the Funds average daily net assets | |
Schwab Monthly Income Fund Moderate Payout | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets | |
Schwab Monthly Income Fund Enhanced Payout | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets | |
Schwab Monthly Income Fund Maximum Payout | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets | |
Schwab Target 2045 Fund | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets | |
Schwab Target 2050 Fund | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets | |
Schwab Target 2055 Fund | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets | |
Schwab Target 2060 Fund | An annual fee, payable monthly, of zero percent (0.00%) of the Funds average daily net assets |
Schwab Investments
Fund | Shareholder Service Fee | |
Schwab Tax-Free Bond Fund | An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets | |
Schwab California Tax-Free Bond Fund | An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets | |
Schwab Global Real Estate Fund | An annual fee, payable monthly, of twenty-five one-hundredths of one percent (0.25%) of the Funds average daily net assets |
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1900 K Street, NW Washington, DC 20006 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com
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February 28, 2019
Schwab Capital Trust
211 Main Street
San Francisco, CA 94105
Dear Ladies and Gentlemen:
We have acted as counsel for Schwab Capital Trust (the Trust), a trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts, in connection with Post-Effective Amendment No. 190 to the Trusts Registration Statement on Form N-1A, together with all Exhibits thereto (the Registration Statement), under the Securities Act of 1933, as amended (1933 Act), and Amendment No. 191 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 Amended and Restated Bylaws, each as amended to date.
Based upon the foregoing, we are of the opinion that the shares proposed to be sold pursuant to the Registration Statement, when paid for as contemplated in the Registration Statement, will be legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the U.S. Securities and Exchange Commission, and to the use of our name in the Trusts Registration Statement to be dated on or about February 28, 2019 and in any revised or amended versions thereof. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act and the rules and regulations thereunder.
Very truly yours,
/s/ Dechert LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Schwab Capital Trust of our reports dated December 14, 2018, relating to the financial statements and financial highlights, which appear in Laudus International MarketMasters Fund, Schwab Core Equity Fund, Schwab Dividend Equity Fund, Schwab Large-Cap Growth Fund, Schwab Small-Cap Equity Fund, Schwab Hedged Equity Fund, Schwab Health Care Fund, Schwab International Core Equity Fund, Schwab Balanced Fund, Schwab S&P 500 Index Fund, Schwab 1000 Index Fund, Schwab Small-Cap Index Fund, Schwab Total Stock Market Index Fund, Schwab International Index Fund, Schwab U.S. Large-Cap Growth Index Fund, Schwab U.S. Large-Cap Value Index Fund, Schwab U.S. Mid-Cap Index Fund, Schwab Fundamental US Large Company Index Fund, Schwab Fundamental US Small Company Index Fund, Schwab Fundamental International Large Company Index Fund, Schwab Fundamental International Small Company Index Fund, Schwab Fundamental Emerging Markets Large Company Index Fund, Schwab MarketTrack All Equity Portfolio, Schwab MarketTrack Growth Portfolio, Schwab MarketTrack Balanced Portfolio, Schwab MarketTrack Conservative Portfolio, Schwab Target 2010 Fund, Schwab Target 2015 Fund, Schwab Target 2020 Fund, Schwab Target 2025 Fund, Schwab Target 2030 Fund, Schwab Target 2035 Fund, Schwab Target 2040 Fund, Schwab Target 2045 Fund, Schwab Target 2050 Fund, Schwab Target 2055 Fund and Schwab Target 2060 Funds Annual Reports on Form N-CSR for the year ended October 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
San Francisco, California
February 25, 2019
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
SCHWAB STRATEGIC TRUST
POWER OF ATTORNEY
I, the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
/s/ Jane P. Moncreiff | Date: January 28, 2019 | |
Jane P. Moncreiff Trustee |
Code of Ethics |
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Snapshot of the Policy
The Code of Ethics is a comprehensive policy which provides the standards for personal investing by American Century Investments (ACI) employees. Each employee has a Code of Ethics classification based on their job responsibilities and the ability to access nonpublic information about ACI client portfolios security holdings and trading activities. The restrictions on personal investing contained in the Code vary by classification. The Code of Ethics also applies to accounts and securities that ACI employees beneficially own (i.e. owned by immediate family sharing your household, your domestic partner, or those you have power of attorney over, etc.).
It is important that you understand the Code and the restrictions on investing in personal securities and reportable mutual funds. This page contains a summary of the Code requirements. Please review the full text of the Code to fully understand your responsibilities. Contact Compliance if you have questions about the policy and how it applies to your situation. The Code of Ethics system (http://coe/) is the primary tool for performing your duties under the Code. All reporting and preclearance is performed in the Code of Ethics system.
Requirements for All Employees
Non-Access Persons, Access Persons, Investment Persons, and Portfolio Persons must
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Place our clients interest first |
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Comply with federal securities laws |
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Report violations to Compliance |
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Acknowledge that you have read and understand the Code of Ethics |
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Disclose reportable brokerage accounts and reportable mutual fund accounts |
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Transfer reportable brokerage accounts to a broker that provides electronic trade confirmations (See Schedule C). |
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Comply with short-term trading restrictions for ACI client portfolios. |
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Obtain written approval to enter into an arrangement or agreement that could create a conflict of interest with ACI activities (i.e. serving on the board of directors of a publicly traded company). |
Requirements for Access Persons, Investment and Portfolio Persons
Access Persons, Investment Persons, Portfolio Persons must
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Disclose holdings within 10 days of designation and annually, thereafter |
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Disclose personal security transactions on a quarterly basis |
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Disclose conflicts of interest annually |
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Obtain approval (preclearance) to trade in reportable securities |
Trading Prohibitions
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Investment Persons and Portfolio Persons cannot participate in an Initial Public Offering. |
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Investment Persons and Portfolio Persons cannot profit on short-term reportable security trades within 60 calendar days. |
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Portfolio Persons cannot trade within seven days before and after transactions of a fund you manage. |
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Portfolio Persons cannot sell a security which is held by your assigned fund or buy a security held as a short position in your assigned funds. |
Policy updated: December 13, 2018
COMPANY CONFIDENTIAL - ©2019 American Century Proprietary Holdings, Inc. |
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Table of Contents
Snapshot of the Policy |
1 | |||
Requirements for All Employees |
1 | |||
Requirements for Access Persons, Investment and Portfolio Persons |
1 | |||
Trading Prohibitions |
1 | |||
Purpose of Code |
3 | |||
Why Do We Have a Code of Ethics? |
3 | |||
Does the Code of Ethics Apply to You? |
5 | |||
Restrictions on Personal Investing Activities |
6 | |||
Reporting Requirements |
10 | |||
Can there be any exceptions to the restrictions? |
13 | |||
Confidential Information |
14 | |||
Conflicts of Interest |
15 | |||
What happens if you violate the rules in the Code of Ethics? |
15 | |||
ACIs Quarterly Report to Fund Directors/Trustees |
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APPENDIX 1: DEFINITIONS |
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APPENDIX 2: WHAT IS BENEFICIAL OWNERSHIP? |
20 | |||
APPENDIX 3: CODE-EXEMPT SECURITIES |
23 | |||
APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS |
25 | |||
SCHEDULE A: BOARD APPROVAL DATES |
28 | |||
SCHEDULE B: SUBADVISED FUNDS |
29 | |||
SCHEDULE C: APPROVED ELECTRONIC BROKERS |
31 |
Policy updated: December 13, 2018
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Purpose of Code
The Code of Ethics guides the personal investment activities of American Century Investments (ACI) employees (including full and part-time employees, contract and temporary employees, officers and directors), and members of their immediate family. 1 The Code of Ethics aids in the elimination and detection of personal securities transactions by employees that might be viewed as fraudulent or might conflict with the interests of our client portfolios. Such transactions may include:
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the misuse of client trading information for personal benefit (including so-called front-running), |
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the misappropriation of investment opportunities that may be appropriate for client portfolios, |
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and excessive personal trading that may affect our ability to provide services to our clients. |
Violations of this Code must be promptly reported to the Chief Compliance Officer.
Why Do We Have a Code of Ethics?
A. |
Investors have placed their trust in ACI |
As an investment adviser, ACI is entrusted with the assets of our clients for investment purposes. Our employees personal trading activities and the administration of the Code are governed by these general fiduciary principles:
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The interests of our clients must be placed before our own. |
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Any personal securities transactions must be conducted consistent with this Code and in a manner as to avoid even the appearance of a conflict of interest. |
Complying with these principles is how we earn and keep our clients trust. To protect this trust, we will hold ourselves to the highest ethical standards.
B. |
ACI wants to give you flexible investing options |
Management believes that ACIs own mutual funds and other pooled investment vehicles provide a broad range of investment alternatives in virtually every segment of the securities market. We encourage ACI employees to use these vehicles for their personal investments. We do not encourage active trading by our employees. We recognize, however, that individual needs differ and that there are other attractive investment opportunities. As a result, this Code is intended to give you and your family flexibility to invest, without jeopardizing relationships with our clients.
Our employees are able to undertake personal transactions in stocks and other individual securities subject to the terms of this Code. All employees are required to report their personal security transactions in their own and in beneficially owned securities under this Code. Additionally, Portfolio, Investment and Access Persons
1 The directors or trustees of Fund Clients who are not interested persons (the Independent Directors) are covered under a separate Code applicable only to them.
Policy updated: December 13, 2018
COMPANY CONFIDENTIAL - ©2019 American Century Proprietary Holdings, Inc. |
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are required to receive preclearance of transactions and further limitations are placed on the transactions of Portfolio and Investment Persons.
Policy updated: December 13, 2018
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C. |
Federal law requires that we have a Code of Ethics |
The Investment Company Act of 1940 and the Investment Advisers Act of 1940 require that we have safeguards in place to prevent personal investment activities that might take inappropriate advantage of our fiduciary position. These safeguards are embodied in this Code of Ethics. 2
Does the Code of Ethics Apply to You?
Yes! All ACI employees and contract personnel must observe the principles contained in this Code of Ethics. This Code applies to your personal investments, as well as those for which you are a beneficial owner. However, there are different requirements for different categories of employees. The category in which you have been placed generally depends on your job function, although circumstances may prompt us to place you in a different category. The range of categories is as follows:
Fewest Restrictions |
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Most Restrictions | ||||
Non-Access Person Person |
Access Person | Investment Person | Portfolio |
The standard profile for each of the categories is described below:
A. |
Portfolio Persons |
Portfolio Persons include portfolio managers and equity investment analysts and any other Investment Persons (as defined below) with authority to enter purchase/sale orders on behalf of client portfolios.
B. |
Investment Persons |
Investment Persons include:
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Any supervised persons that have access to nonpublic information regarding any client portfolios securities trading, securities recommendations, or portfolio holdings or are involved in making securities recommendations that are nonpublic; and |
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Any officers and directors of an investment adviser. |
C. |
Access Persons |
2 Rule 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940 serve as a basis for much of what is contained in this Code of Ethics.
Policy updated: December 13, 2018
COMPANY CONFIDENTIAL - ©2019 American Century Proprietary Holdings, Inc. |
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Access Persons are persons who, in connection with their regular function and duties, consistently obtain information regarding current purchase and sale recommendations and daily transaction and holdings information concerning client portfolios. Examples of persons that may be considered Access Persons include:
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Persons who are directly involved in the execution, clearance, and settlement of purchases and sales of securities (e.g. certain investment operations personnel); |
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Persons whose function requires them to evaluate trading activity on a real-time basis (e.g. attorneys, accountants, portfolio compliance personnel); |
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Persons who assist in the design, implementation, and maintenance of investment management technology systems (e.g. certain I/T personnel, including contractors); |
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Support staff and supervisors of the above if they are required to obtain such information as a part of their regular function and duties; and |
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An officer or interested director of our Fund Clients. |
Single, infrequent, or inadvertent instances of access to current recommendations or real-time trading information or the opportunity to obtain such information through casual observance or bundled data security access may not be sufficient to qualify you as an Access Person.
D. |
Non-Access Persons |
If you are an ACI officer, director, or employee and you do not fit into any of the above categories, you are a Non-Access Person. Contractors and temporary employees may be considered Non-Access Persons depending on their role. While your trading is not subject to preclearance and other restrictions applicable to Portfolio, Investment, and Access Persons, you are still subject to the remaining provisions of the Code.
Restrictions on Personal Investing Activities
A. |
Principles of Personal Investing |
All ACI employees, officers, and directors, and members of their immediate family, must comply with the federal securities laws and other governmental rules and regulations, and maintain ACIs high ethical standards when making personal securities transactions. You must not misuse nonpublic information about client security holdings or contemplated, pending, or completed portfolio transactions for your personal benefit or the benefit of others. Likewise, you may not cause a client portfolio to take action, or fail to take action, for your personal benefit.
In addition, investment opportunities appropriate for client portfolios should not be retained for the personal benefit of yourself or others. Investment opportunities arising as a result of ACI investment management activities must first be considered for inclusion in our client portfolios.
B. |
Trading on Inside Information |
Policy updated: December 13, 2018
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Federal law prohibits you from trading based on material nonpublic information received from any source or communicating this information to others. This could include confidential information received by employees regarding securities that are, or maybe considered as potential portfolio investments. You are expected to abide by the highest ethical and legal standards in conducting your personal investment activities. For more information regarding what to do when you believe you are in possession of material nonpublic information, please consult ACIs Insider Trading Policy.
C. |
Trading in ACI Mutual Funds |
Excessive, short-term trading of ACI client portfolios and other abusive trading practices (such as time zone arbitrage) may disrupt portfolio management strategies and harm fund performance. These practices can cause funds to maintain higher-than-normal cash balances and incur increased trading costs. Short-term and other abusive trading strategies can also cause unjust dilution of shareholder value if such trading is based on information not accurately reflected in the price of the fund.
You may not engage in short-term trading or other abusive trading strategies with respect to any ACI client portfolio. For purposes of this Code, ACI client portfolios include any mutual fund, variable annuity, institutional, or other account advised or subadvised by ACI. 3
Seven-Day Holding Period. You will be deemed to have engaged in short-term trading if you have purchased shares or otherwise invested in a variable-priced (non-money market) ACI client portfolio and redeem shares or otherwise withdraw assets from that portfolio within seven days. In other words, if you make an investment in an ACI client portfolio, you may not redeem shares from that fund before the completion of the seventh day following the purchase date.
Limited Trading Within 30 Days. We realize that abusive trading is not limited to a seven-day window. As a result, we may deem the sale of all or a substantial portion of an employees purchase in an ACI client portfolio to be abusive if the sale is made within 30 days, and it happens more than once every rolling twelve months.
These trading restrictions are applicable to any account for which you have the authority to direct trades or of which you are a beneficial owner, including brokerage accounts, direct shareholder accounts, retirement plans, subadvised accounts, or accounts held through an intermediary
Transactions NOT Subject to Limitations. Automatic investments such as AMIs, dividend reinvestments, employer plan contributions, and payroll deductions are not considered transactions for purposes of the holding requirements. Redemptions in variable-priced funds that allow check writing privileges will not be considered redemptions for purposes of the holding requirements.
3 See Schedule A for a list of Fund Clients. See Schedule B for a list of subadvised funds.
Policy updated: December 13, 2018
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Information to be Provided . You may be required to provide certain information regarding mutual fund accounts beneficially owned by you and transactions in reportable mutual funds. See the Reporting Requirements for your applicable Code of Ethics classification.
D. |
Preclearance of Personal Securities Transactions |
[Portfolio, Investment, and Access Persons] |
Preclearance of personal securities transactions allows ACI to prevent certain trades that may conflict with client trading activities. The nature of securities markets makes it impossible to predict all conflicts. As a consequence, even trades that are precleared can result in potential conflicts between your trades and those affected for client portfolios. You are responsible for avoiding such conflicts with any client portfolios for which you make investment recommendations. You have an obligation to ACI and its clients to avoid even a perception of a conflict of interest with respect to personal trading activities.
All Portfolio, Investment, and Access Persons must comply with the following preclearance procedures prior to entering into (i) the purchase or sale of a security for your own account or (ii) the purchase or sale of a security for an account for which you are a beneficial owner. 4
1. |
Is the security a Code-Exempt Security? |
Check Appendix 3 to see if the security is listed as a code-exempt security. If it is, then you may execute the transaction. Otherwise, proceed to the next step.
2. |
Preclear the transaction with Compliance by 5 accessing the Code of Ethics system and entering your request at the Preclearance Request Entry screen. If you are outside of ACIs office, you may e-mail your request to CE-Code_of_Ethics@americancentury.com. You will be required to provide the following : |
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Broker and account number used for the transaction; |
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Issuer name; |
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Security identifier (Ticker symbol, CUSIP number, etc.); |
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Currency; |
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Type of security (stock, bond, note, etc.); |
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Number of shares; and |
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Nature of transaction (purchase or sale). |
3. |
The request will be reviewed through our preclearance process. You will receive an e-mail informing you of your approval or denial within 48 hours of entering your request. |
4 See Appendix 2 for an explanation of beneficial ownership.
5 If you are the Chief Investment Officer of an investment adviser, your preclearance request must be approved by the Chief Compliance Officer or his or her designee.
Policy updated: December 13, 2018
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4. |
If you receive preclearance for the transaction, 6 you may execute the approved transaction the day your preclearance is granted and the following two (2) business days (the Preclearance Period). For example, if preclearance is granted at 3:00 p.m. on Wednesday, you have until the close of the market on Friday to execute the trade. If you do not execute the approved transaction within the Preclearance Period, you must repeat the preclearance procedure prior to executing the transaction. |
ACI reserves the right to restrict the purchase or sale by Portfolio, Investment, and Access Persons of any security at any time. Such restrictions are imposed through the use of a Restricted List that will cause the Code of Ethics system to deny the approval of preclearance to transact in the security. Securities may be restricted for a variety of reasons including without limitation, the possession of material nonpublic information by ACI or its employees.
E. |
Additional Trading Restrictions |
[Portfolio and Investment Persons] |
The following additional trading restrictions apply if you are a Portfolio or Investment Person:
1. |
Initial Public Offerings You may not acquire securities issued in an initial public offering. |
2. |
Private Placements Before you acquire any securities in a private placement, you must obtain approval. from the Chief Investment Officer. Request preclearance by entering your request in the Private Placement Preclearance Request Entry screen in the Code of Ethics system or by emailing your request to CE-Code of Ethics (or CE-Code_of_Ethics@americancentury.com if emailing from outside of ACIs email systems) . While your preclearance request is pending or if you own or beneficially own the privately-placed security, you may not participate in any consideration of an investment in securities of the private placement issuer for any client portfolios |
3. |
60-Day Rule (Short-Term Trading Profits) You may not profit from any purchase and sale, or sale and purchase, of the same (or equivalent) securities other than code-exempt securities within sixty (60) calendar days. |
F. |
Seven-Day Blackout Period |
[Portfolio Persons] |
If you are a Portfolio Person, you may not purchase or sell a security other than a code exempt security during the seven calendar days before and after the day it has been traded in a client portfolio that you manage (i.e., if a client portfolio transacts in a security on Monday, the Portfolio Persons managing the client portfolio must not personally trade in the security from the Monday before until the Monday after the client portfolio transaction.
6 See Appendix 4 for a description of the preclearance process.
Policy updated: December 13, 2018
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G. |
Securities held in your funds |
[Portfolio Persons] |
Personally investing in the same securities held by the client portfolios you manage may result in a conflict of interest. To mitigate this risk, you may not sell a security in which your client portfolio has a long position or purchase a security in which your client portfolio has a short position.
Reporting Requirements
You are required to file complete, accurate, and timely reports of all required information under this Code. All reported information is subject to review for indications of abusive trading, misappropriation of information, or failure to adhere to the requirements of this Code.
A. |
Reporting Requirements Applicable to All Employees |
1. |
Code Acknowledgement |
Upon employment, any amendment of the Code, and not less than annually thereafter, you will be required to acknowledge that you have received, read, and will comply with this Code. Compliance will notify you when you must provide this information.
2. |
Brokerage Accounts and Duplicate Confirmations |
You are required to report ALL reportable brokerage accounts that you own or beneficially own in the Code of Ethics system using the Account Maintenance page or the Account Reporting page (initial and year-end reporting) as soon as the account has been established.
To aid with required recordkeeping requirements and streamline operations, employees must hold all reportable brokerage accounts at a firm that provides electronic trade confirmations to ACI. Reportable brokerage accounts include both brokerage accounts maintained by you and brokerage accounts maintained by a person whose trades you must report because you are a beneficial owner. See Schedule C for a list of firms that provide electronic trade confirmations to ACI. New reportable brokerage accounts must be opened with a firm that provides electronic trade confirmations to ACI.
New employees are required to move existing reportable brokerage accounts that they own or beneficially own to an electronic broker within 90 days of the start of their employment.
Limited exemptions may be granted to hold a reportable brokerage account at firms that do not provide electronic trade confirmations. You MUST contact Compliance at CE--Code_of_Ethics@americancentury.com to obtain an account exemption.
Exemptions may be requested for Managed Accounts and Blind Trusts. Please refer to page 12 of this Code, section F. Managed Account/Blind Trust Exemption.
Policy updated: December 13, 2018
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3. |
Reporting of Mutual Fund Accounts |
a. |
Employee-owned ACI Direct Accounts/ ACI Retirement Plans |
You are not required to report ACI Direct and ACI Retirement Plan accounts held under your own Social Security number. Trading in these accounts will be monitored based on information contained on our transfer agency and retirement plan systems.
b. |
Beneficially Owned Direct Accounts |
You must report the following information for ACI Direct accounts in which you have a beneficial ownership interest held under a taxpayer identification or Social Security number other than your own (so-called beneficially owned direct accounts):
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Account number and |
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Name(s) of record owner(s) of the account. |
Trading in these accounts will be monitored based on information contained on our transfer agency system.
c. |
Certain third-party accounts invested in funds managed by ACI. |
You are required to report other accounts invested in funds managed by ACI such as those invested in (i) any subadvised fund (see Schedule B of this Code for a list of subadvised funds); and (ii) non-ACI retirement plan, unit investment trust, variable annuity, or similar accounts in which you own or beneficially own reportable mutual funds. The following information must be reported for these accounts:
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Name of the financial institution where held; |
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Account number; and |
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Name(s) of the record owner(s) of the account. |
In addition, you must provide either account statements or confirmations of all trading activity in reportable third-party accounts to Compliance within 30 calendar days of the end of each calendar quarter.
B. |
Additional Reporting Requirements [Portfolio, Investment, and Access Persons] |
1. |
Holdings Report |
Within ten calendar days of becoming a Portfolio, Investment, or Access Person, and annually, thereafter, you must submit a Holdings Report. You will be notified by e-mail of the dates and requirements for filing
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the report(s). The information submitted must be current as of a date no more than 45 calendar days before the report is filed and include the following:
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A list of all securities, other than certain code-exempt securities 7 , that you own or in which you have a beneficial ownership interest. This listing must include the financial institution, account number, security identifier and description, number of shares, currency, and principal amount of each covered security. |
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A summary of your relationships that may conflict with the interests of ACI, such as outside employment, relationships with competitors, suppliers, vendors, independent contractors or consultants of ACI, or relationships with directors or trustees in outside organizations other than community charitable activities, education activities, or dissimilar family business. |
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Portfolio and Investment Persons must also provide a list of all reportable mutual fund holdings owned or in which they have a beneficial ownership interest. This list must include investments held directly through ACI, investments in any subadvised fund, holdings in a reportable brokerage account, and holdings in non-ACI retirement plans, unit investment trusts, variable annuity, or similar accounts. |
2. |
Quarterly Transactions Report |
Within 30 calendar days of the end of each calendar quarter, all Portfolio, Investment, and Access Persons must submit a Quarterly Transactions Report. Compliance will notify you of the dates and requirements for filing the report. A report of the transactions for which we have received your trade confirmations during the quarter will be provided for your review. It is your responsibility to review the completeness and accuracy of this report, provide any necessary changes, and certify its contents when submitted.
a. |
The Quarterly Transactions Report must contain the following information about each personal securities transaction undertaken during the quarter other than those in certain code exempt securities: |
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The financial institutions name and account number in which the transaction was executed; |
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The date of the transaction, the security identifier and description and number of shares or the principal amount of each security involved; |
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The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition; and |
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The transaction price, currency and amount. |
In addition, information regarding your reportable brokerage and other accounts should be verified at this time.
b. |
Portfolio and Investment Persons are also required to report transactions in reportable mutual funds. The Quarterly Transactions Report for such persons must contain the following information about each transaction during the quarter: |
7 See Appendix 3 for a listing of code-exempt securities that must be reported.
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The date of the transaction, the fund identifier and description and number of shares or units of each trade involved; |
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The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition; |
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The transaction price, and amount; and |
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The financial institutions name and account number in which the trade was executed. |
Transactions of reportable mutual funds that do not need to be reported by Portfolio and Investment Persons on the Quarterly Transaction Report include:
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Reinvested dividends; |
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Transactions in ACI retirement plan accounts; |
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Transactions in mutual fund accounts held directly through ACI under your Social Security number; |
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Transactions in beneficially-owned Direct accounts if the account has been previously reported under this Code; and |
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Transactions in reportable third-party accounts for which the account statements or confirmations are provided to Compliance within 30 days of the end of the calendar quarter in which the transactions took place. |
Can there be any exceptions to the restrictions?
Yes. The Chief Compliance Officer or his or her designee may grant limited exemptions to specific provisions of the Code on a case-by-case basis.
A. |
How to Request an Exemption |
Request an exemption by e-mailing a written request to -CE-Code of Ethics (or CE-Code_of_Ethics@americancentury.com if emailing from outside ACIs email system) detailing your situation.
B. |
Factors Considered |
In considering your request, the Chief Compliance Officer or his or her designee may grant your exemption request if he or she is satisfied that:
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Your request addresses an undue personal hardship imposed on you by the Code of Ethics; |
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Your situation is not in conflict with the Code; and |
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Your exemption, if granted, would be consistent with the achievement of the objectives of the Code of Ethics. |
C. |
Exemption Reporting |
All exemptions must be reported to the Boards of Directors/Trustees of our Fund Clients at the next regular
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meeting following the initial grant of the exemption. Subsequent grants of an exemption of a type previously reported to the Boards may be affected without reporting. The Boards of Directors/Trustees may choose to delegate the task of receiving and reviewing reports to a committee comprised of Independent Directors/Trustees.
D. |
Thirty-Day Denial Exemption on Sales |
An exemption may be requested when a request to sell a security has been denied once a week over a 30-day timeframe. The covered person must be able to verify that they have periodically entered a preclearance request to sell a security in the Code of Ethics system at least four times over a 30-day period. A written request must be e-mailed to CE-Code of Ethics to request the exemption. The Chief Compliance Officer or his or her designee will review the request and determine if the exemption is warranted. If approval is granted, compliance will designate a short trading window during which the sale can take place.
E. |
Non-volitional Transaction Exemption |
Certain non-volitional purchase and sale transactions are exempt from the preclearance requirements of the Code. These transactions include stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, receipt of securities as gifts, the giving of securities, inheritances, margin/ maintenance calls (where the securities to be sold are not directed by the covered person), dividend reinvestment plans, and employer sponsored payroll deduction plans. These purchase and sale transactions, however, shall be reported in the Quarterly Transaction Report and Annual Holdings Report.
F. |
Blind Trust/Managed Account Exemption |
An exemption from the preclearance and reporting requirements of the Code may be requested for securities that are held in a blind or quasi-blind trust arrangement or a managed (discretionary) account. For the exemption to be available, you or a member of your immediate family must not have authority to advise or direct securities transactions of the trust or managed account. A written request must be emailed to CE-Code of Ethics with a copy of the management agreement to request the exemption. The request will only be granted once the covered person and/or the investment adviser for the trust or managed account certify that the covered person or members of their immediate family will not advise or direct transactions. ACI must receive statements at least quarterly for transactions within the trust or managed account. The employee and/or adviser may be requested by Compliance to re-certify the trust arrangement.
Confidential Information
All information about clients securities transactions and portfolio holdings is confidential. You must not disclose, except as required by the duties of your employment, actual or contemplated securities transactions, portfolio holdings, portfolio characteristics or other nonpublic information about Clients, or the contents of any written or oral communication, study, report or opinion concerning any security. Employees should consult the Portfolio Holdings and Characteristics Disclosure and the Confidential Information Asset Security policies before
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disseminating information to individuals that otherwise do not have access to the information. This does not apply to information which has already been publicly disclosed.
Conflicts of Interest
You must receive prior written approval from ACIs General Counsel or his or her designee, as appropriate, to do any of the following:
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Negotiate or enter into any agreement on a clients behalf with any business concern doing or seeking to do business with the client if you, or a person related to you, has a substantial interest in the business concern; |
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Enter into an agreement, negotiate or otherwise do business on the clients behalf with a personal friend or a person related to you; or |
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Serve on the board of directors of, or act as consultant to, any publicly traded corporation. Please note that ACIs Business Code of Conduct also contains limitations on outside employment and directorships. |
What happens if you violate the rules in the Code of Ethics?
If you violate the requirements of the Code of Ethics, you may be subject to serious penalties. Violations of the Code and proposed sanctions are documented by Compliance and submitted to the Code of Ethics Review Committee. The Committee consists of representatives of the investment adviser and the Compliance and Legal departments of ACI. The Committee is responsible for determining the materiality of Code violations and appropriate sanctions.
A. |
Materiality of Violation |
In determining the materiality of a violation, the Committee considers:
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Evidence of violation of law; |
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Indicia of fraud, neglect, or indifference to Code provisions; |
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Frequency of violations; |
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Monetary value of the violation in question; and |
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Level of influence of the violator. |
B. |
Penalty Factors |
In assessing the appropriate penalties, the Committee will consider the foregoing in addition to any other factors they deem applicable, such as:
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Extent of harm to client interests; |
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Extent of unjust enrichment; |
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Tenure and prior record of the violator; |
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The degree to which there is a personal benefit from unique knowledge obtained through employment with ACI; |
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The level of accurate, honest and timely cooperation from the covered person; and |
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Any mitigating circumstances. |
C. |
The penalties which may be imposed include, but are not limited to: |
1. |
Non-material violation |
a. |
Warning (notice sent to manager) and/or |
b. |
Attendance at a Code of Ethics training session and/or |
c. |
Suspension of trading privileges. |
2. |
Penalties for material or more frequent non-material violations will be based on the circumstances of the violation. These penalties could include, but are not limited to |
a. |
Suspension of trading privileges and/or |
b. |
Suspension or termination of employment. |
In addition, you may be required to surrender to ACI any profit realized from any transaction(s) in violation of this Code of Ethics.
ACIs Quarterly Report to Fund Directors/Trustees
ACI will prepare a quarterly report to the Board of Directors/Trustees of each Fund Client of any material violation of this Code of Ethics.
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APPENDIX 1: DEFINITIONS
1. |
Automatic Investment Plan |
Automatic investment plan means a program in which regular periodic purchases, exchanges or redemptions are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation including dividend reinvestment plans.
2. |
Beneficial Ownership or Beneficially Owned |
See Appendix 2: What is Beneficial Ownership?
3. |
Code-Exempt Security |
A code-exempt security is a security in which you may invest without preclearing the transaction with ACI. The list of code-exempt securities appears in Appendix 3.
4. |
Federal Securities Law |
Federal securities law means the Securities Act of 1933, the Securities Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted by the Commission or the Department of Treasury.
5. |
Fund Clients |
Fund clients includes each Fund Client listed on Schedule A.
6. |
Initial Public Offering |
Initial public offering means an offering of securities for which a registration statement has not previously been filed with the SEC and for which there is no active public market.
7. |
Investment Adviser |
Investment adviser includes each investment adviser listed on Schedule A
8. |
Member of Your Immediate Family |
A member of your immediate family means any of the following:
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Your spouse or domestic partner; |
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Your minor children; or |
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A relative who shares your home. |
For the purpose of determining whether any of the foregoing relationships exist, a legally adopted child of a person is considered a child of such person.
8. |
Private Placement |
Private placement means an offering of securities in which the issuer relies on an exemption from the registration provisions of the Federal Securities Laws, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities.
9. |
Reportable Brokerage Accounts |
A reportable brokerage account includes any account in which securities are held for the direct or indirect benefit of any person subject to this Code of Ethics.
10. |
Reportable Mutual Fund |
A reportable mutual fund includes any mutual fund issued by a Fund Client (as listed on Schedule A) and any subadvised funds (as listed on Schedule B).
11. |
Security |
A security includes a large number of investment vehicles. However, for purposes of this Code of Ethics, security(or securities) includes any of the following:
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Note; |
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Stock, (including stock acquired in private placements and restricted stock in nonpublic companies received through an employee stock ownership program); |
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Treasury stock; |
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Bond; |
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Debenture; |
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Derivative security; |
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Exchange traded funds (ETFs) or similar securities; |
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Unit Investment Trusts (UIT); |
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Shares of open-end mutual funds; |
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Shares of closed-end mutual funds; |
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Evidence of indebtedness; |
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Certificate of interest or participation in any profit-sharing agreement; |
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Collateral-trust certificate; |
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Preorganization certificate or subscription; |
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Transferable share; |
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Investment contract; |
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Voting-trust certificate; |
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Certificate of deposit for a security; |
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Interests in private investment companies, hedge funds, or other unregistered collective investment vehicles; |
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Fractional undivided interest in oil, gas or other mineral rights; |
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Any put, call, straddle, option, future, or privilege on any security or other financial instrument (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), including stock options received from an employer or through a retirement plan; |
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Any put, call, straddle, option, future, or privilege entered into on a national securities exchange relating to foreign currency; |
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In general, any interest or instrument commonly known as a security; or |
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Any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, future on or warrant or right to subscribe to or purchase, any of the foregoing. |
12. |
Subadvised Fund |
A subadvised fund means any mutual fund or portfolio listed on Schedule B.
13. |
Supervised Person |
A supervised person means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of an investment adviser and is subject to the supervision and control of the investment adviser.
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APPENDIX 2: WHAT IS BENEFICIAL OWNERSHIP?
A beneficial owner of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a purchase or sale of the security.
1. |
Are securities held by immediate family members or domestic partners beneficially owned by me? |
Yes. As a general rule, you are regarded as the beneficial owner of securities held in the name of
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A member of your immediate family OR |
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Any other person IF you obtain from such securities benefits substantially similar to those of ownership. For example, if you receive or benefit from some of the income from the securities held by your spouse, or domestic partner, you are the beneficial owner; OR |
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You hold an option or other contractual rights to obtain title to the securities now or in the future. |
2. |
Must I report accounts for which I am listed as a joint owner or have power of attorney? |
Yes. As a general rule, you are regarded as an owner of any accounts for which you are listed as a joint owner or have power of attorney.
3. |
Am I deemed to beneficially own securities in accounts owned by a relative for whom I am listed as beneficiary upon death? |
Probably not. Unless you have power of attorney to transact in such accounts or are listed as a joint owner, you likely do not beneficially own the account or securities contained in the account until ownership has been passed to you.
4. |
Are securities held by a company I own an interest in also beneficially owned by me? |
Probably not. Owning the securities of a company does not mean you beneficially own the securities that the company itself owns. However, you will be deemed to beneficially own the securities owned by the company if:
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You directly or beneficially own a controlling interest in or otherwise control the company; OR |
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The company is merely a medium through which you, members of your immediate family, or others in a small group invest or trade in securities and the company has no other substantial business. |
5. |
Are securities held in trust beneficially owned by me? |
Maybe. You are deemed to beneficially own securities held in trust if you or a member of your immediate family are:
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A trustee; or |
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Have a vested interest in the income or corpus of the trust; or |
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A settlor or grantor of the trust and have the power to revoke the trust without obtaining the consent of all the beneficiaries. |
A blind trust exemption from the preclearance and reporting requirements of the Code may be requested if you or members or your immediate family do not have authority to advise or direct securities transactions of the trust.
6. |
Are securities in pension or retirement plans beneficially owned by me? |
Maybe. Beneficial ownership does not include indirect interest by any person in portfolio securities held by a pension or retirement plan of a company whose employees generally are the beneficiaries of the plan.
However, your participation in a pension or retirement plan is considered beneficial ownership of the portfolio securities if you can withdraw and trade the securities without withdrawing from the plan or you can direct the trading of the securities within the plan (IRAs, 401(k)s, etc.).
7. |
Examples of Beneficial Ownership |
a. |
Securities Held by Family Members or Domestic Partners |
Example 1: Tom and Mary are married. Although Mary has an independent source of income from a family inheritance and segregates her funds from those of her husband, Mary contributes to the maintenance of the family home. Tom and Mary have engaged in joint estate planning and have the same financial adviser. Since Tom and Marys resources are clearly significantly directed towards their common property, they shall be deemed to be the beneficial owners of each others securities.
Example 2: Mikes adult son David lives in Mikes home. David is self-supporting and contributes to household expenses. Mike is a beneficial owner of Davids securities.
Example 3: Joes mother Margaret lives alone and is financially independent. Joe has power of attorney over his mothers estate, pays all her bills and manages her investment affairs. Joe borrows freely from Margaret without being required to pay back funds with interest, if at all. Joe takes out personal loans from Margarets bank in Margarets name, the interest from such loans being paid from Margarets account. Joe is a beneficial owner of Margarets estate.
Example 4: Bob and Nancy are in a relationship. The house they share is still in Nancys name only. They have separate checking accounts with an informal understanding that both individuals contribute to the mortgage payments and other common expenses. Nancy is the beneficial owner of Bobs securities.
b. |
Securities Held by a Company |
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Example 5: ABC Company is a holding company with five shareholders owning equal shares in the company. Although ABC Company has no business of its own, it has several wholly-owned subsidiaries that invest in securities. Stan is a shareholder of ABC Company. Stan has a beneficial interest in the securities owned by ABC Companys subsidiaries.
Example 6: XYZ Company is a large manufacturing company with many shareholders. Stan is a shareholder of XYZ Company. As a part of its cash management function, XYZ Company invests in securities. Neither Stan nor any members of his immediate family are employed by XYZ Company. Stan does not beneficially own the securities held by XYZ Company.
c. |
Securities Held in Trust |
Example 7: John is trustee of a trust created for his two minor children. When both of Johns children reach 21, each shall receive an equal share of the corpus of the trust. John is a beneficial owner of any securities owned by the trust.
Example 8: Jane placed securities held by her in a trust for the benefit of her church. Jane can revoke the trust during her lifetime. Jane is a beneficial owner of any securities owned by the trust.
Example 9: Jim is trustee of an irrevocable trust for his 21-year-old daughter (who does not share his home). The daughter is entitled to the income of the trust until she is 25 years old, and is then entitled to the corpus. If the daughter dies before reaching 25, Jim is entitled to the corpus. Jim is a beneficial owner of any securities owned by the trust.
Example 10: Joans father (who does not share her home) placed securities in an irrevocable trust for Joans minor children. Neither Joan nor any member of her immediate family is the trustee of the trust. Joan is a beneficial owner of the securities owned by the trust. She may, however, be eligible for the blind trust exemption to the preclearance and reporting of the trust securities.
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APPENDIX 3: CODE-EXEMPT SECURITIES
Because they do not pose a likelihood for abuse, code-exempt securities are exempt from the Codes preclearance requirements. However, confirmations of transactions in reportable brokerage accounts are required in all cases and some code-exempt securities must also be disclosed on your Quarterly Transactions, Initial, and Annual Holdings Reports.
1. |
Code-Exempt Securities Not Subject to Disclosure on your Quarterly Transactions, Initial and Annual Holdings Reports: |
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Open-end mutual funds that are not considered a reportable mutual fund; |
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Reportable mutual funds (Access Persons only); |
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Reportable mutual fund shares purchased through an automatic investment plan (including reinvested dividends); |
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Money market mutual funds; |
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Bank Certificates of Deposit; |
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U.S. government Treasury and Government National Mortgage Association securities; |
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Commercial paper; |
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Bankers acceptances; |
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High quality short-term debt instruments, including repurchase agreements. A high quality short-term debt instrument means any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized rating organization. |
2. |
Code-Exempt Securities Subject to Disclosure on your Quarterly Transactions, Initial and Annual Holdings Reports: |
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Reportable mutual fund shares purchased other than through an automatic investment plan (Portfolio and Investment Persons only) |
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Exchange Traded Products, Closed-End Funds and Unit Investment Trusts |
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Securities which are acquired through an employer-sponsored automatic payroll deduction plan (only the acquisition of the security is exempt, NOT the sale) |
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Securities other than open-end mutual funds purchased through dividend reinvestment programs (only the re-investment of dividends in the security is exempt, NOT the sale or other purchases) |
|
Futures contracts on the following: |
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Standard & Poors 500 or 100 Index, NASDAQ 100 Index, and DOW 30 Industrials futures contracts only. Futures contracts for other financial instruments are not Code-exempt. |
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Commodity futures contracts for agricultural products (corn, soybeans, wheat, etc.) only. Futures contracts on precious metals or energy resources are not Code-exempt. |
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We may modify this list of securities at any time, please send an e-mail to LG-Personal Security Trades to request the most current list.
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APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS
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After your request is entered into our preclearance system, it is then subjected to the following tests.
Step 1: Restricted Security List
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Is the security on the Restricted Security list? |
If YES, the system will send a message to you DENYING the personal trade request.
If NO, then your request is subject to Step 2.
Step 2: De Minimis Transaction Test
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Is the security issuers market capitalization greater than $10 billion? |
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Will your proposed transaction, together with your other preclearance requests in the security for the current calendar quarter, be less than $25,000? |
If the answer to either of these questions is NO, then your request is subject to Step 3.
Step 3: Client Trades Test
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Have there been any transactions in the past 24 hours or is there an open order for that security for any Client? |
If YES, the system will send a message to you DENYING the personal trade request.
If NO, then your request is subject to Step 4.
Step 4: Follow List Test
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Does any account or Fund own the security? |
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Does the security appear on the computerized list of stocks ACI is considering to purchase for a Client? |
If the answer to BOTH of these questions is NO, the system will send a message to you APPROVING your proposed transaction.
If the answer to EITHER of these questions is YES, then your request is subject to Step 5.
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Step 5: Present Intentions Test
A message is sent to portfolio teams that own or are following the security described in your preclearance request. The portfolio teams will be asked if they intend to buy or sell the security within the next three (3) business days.
If ALL of the portfolio management teams respond NO, your request will be APPROVED.
If ANY of the portfolio management teams respond YES, your request will be DENIED.
If ANY of the portfolio teams do not respond, your request will be DENIED.
The preclearance process can be changed at any time to ensure that the goals of this Code of Ethics are met.
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SCHEDULE A: BOARD APPROVAL DATES
This Code of Ethics was most recently approved by the Board of Directors/Trustees of the following Companies as of the dates indicated:
Investment Adviser |
Most Recent Approval Date |
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American Century Investment Management, Inc. |
January 1, 2018 |
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Principal Underwriter |
Most Recent Approval Date |
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American Century Investment Services, Inc. |
January 1, 2018 |
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Fund Clients |
Most Recent Approval Date |
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American Century Asset Allocation Portfolios, Inc. |
December 1, 2017 |
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American Century California Tax-Free and Municipal Funds |
December 14, 2017 |
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American Century Capital Portfolios, Inc. |
December 1, 2017 |
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American Century Government Income Trust |
December 14, 2017 |
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American Century Growth Funds, Inc. |
December 1, 2017 |
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American Century International Bond Funds |
December 14, 2017 |
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American Century Investment Trust |
December 14, 2017 |
|
American Century Municipal Trust |
December 14, 2017 |
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American Century Mutual Funds, Inc. |
December 1, 2017 |
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American Century Quantitative Equity Funds, Inc. |
December 14, 2017 |
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American Century Strategic Asset Allocations, Inc. |
December 1, 2017 |
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American Century Target Maturities Trust |
December 14, 2017 |
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American Century Variable Portfolios, Inc. |
December 1, 2017 |
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American Century Variable Portfolios II, Inc. |
December 14, 2017 |
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American Century World Mutual Funds, Inc. |
December 1, 2017 |
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American Century ETF Trust |
December 20, 2017 |
Policy updated: December 13, 2018
COMPANY CONFIDENTIAL - ©2019 American Century Proprietary Holdings, Inc. |
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Code of Ethics |
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SCHEDULE B: SUBADVISED FUNDS
This Code of Ethics applies to the following funds which are subadvised by an investment adviser. This list of affiliated funds will be updated on a regular basis.
CIBC Balanced Fund |
CIBC Global Equity Growth Pool |
CIBC Global Monthly Income Fund |
CIBC International Equity Fund |
CIBC International Small Companies Fund |
CIBC Monthly Income Fund |
CIBC U.S. Equity Fund |
CIBC U.S. Equity Value Pool |
Columbia Funds Variable Series Trust II: CTIVP-American Century Diversified Bond Fund |
EQ Advisors Trust: EQ/American Century Mid Cap Value Portfolio |
GuideStone Funds: Defensive Market Strategies Fund |
Imperial International Equity Pool |
Imperial Overseas Equity Pool |
Imperial U.S. Equity Pool |
Learning Quest 529 Education Savings Program |
MassMutual Select Funds: MassMutual Select Mid-Cap Value Fund |
Mercer Funds: Mercer Non-U.S. Core Equity Fund |
Mercer Global Investments Canada Limited: Mercer International Equity Fund |
MML Series Investment Fund: MML Mid Cap Value Fund |
Nationwide Variable Insurance Trust: American Century NVIT Multi Cap Value Fund |
Nationwide Variable Insurance Trust: NVIT Multi-Manager Mid Cap Value Fund |
Nomura ACI Advanced Medical Impact Investment Mother Fund |
Nomura ACI Global REIT Mother Fund Growth Fund |
Nomura Institutional Fund Select American Century Global |
Nomura U.S. Municipal General Obligation Bond Mother Fund |
Nomura U.S. Value Strategy Mother Fund |
Nomura Currency Fund U.S. Growth Equity Fund |
Northwestern Mutual Series Fund, Inc.: Inflation Protection Portfolio |
Northwestern Mutual Series Fund, Inc.: Large Company Value Portfolio |
Northwestern Mutual Series Fund, Inc.: Mid Cap Value Portfolio |
Penn Series Funds, Inc.: Mid Core Value Fund |
Renaissance Canadian Balanced Fund |
Schedule B updated: December 13, 2018
Schedule C updated: October 1, 2018
Policy updated: December 13, 2018
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Code of Ethics |
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Renaissance Canadian Monthly Income Fund |
Renaissance Global Focus Fund |
Renaissance International Equity Private Pool |
Renaissance Private Pools Renaissance Global Equity Private Pool |
Renaissance U.S. Equity Growth Fund |
Renaissance U.S. Equity Income Fund |
Schwab Capital Trust: Laudus International MarketMasters Fund |
Seasons Series Trust: SA Multi-Managed Large Cap Value Portfolio |
VALIC Company I: Growth Fund |
Voya Partners, Inc.: VY American Century Small-Mid Cap Value Portfolio |
Schedule B updated: December 13, 2018
Schedule C updated: October 1, 2018
Policy updated: December 13, 2018
COMPANY CONFIDENTIAL - ©2019 American Century Proprietary Holdings, Inc. |
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Code of Ethics |
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SCHEDULE C: APPROVED ELECTRONIC BROKERS
The following brokers have entered into an agreement with ACI to provide trade confirmations electronically. Employees are prohibited from holding accounts at firms that do not provide electronic trade confirmations unless an account exemption has been given. Please send a message LG-personal_security_trades@americancentury.com to request an account exemption.
American Century Brokerage
American Century Personal Financial Solutions (held at Pershing)
Ameriprise
Charles Schwab
Edward Jones
ETRADE
Fidelity
Interactive Broker
JP Morgan Private Bank
Merrill Lynch
Morgan Stanley
Northern Trust
Northwestern Mutual
Raymond James
RBC
TD Ameritrade
UBS
Vanguard
Wells Fargo
Schedule B updated: December 13, 2018
Schedule C updated: October 1, 2018
Policy updated: December 13, 2018
COMPANY CONFIDENTIAL - ©2019 American Century Proprietary Holdings, Inc. |
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CODE OF ETHICS
WILLIAM BLAIR FUNDS
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC
The objective of William Blair Investment Management, LLC (William Blair) as the investment adviser to clients, including the William Blair Funds, and as a sub-adviser to other registered investment companies (together with the William Blair Funds, individually, a Fund and collectively, the Funds), is to provide the highest level of professional conduct and service to these clients and Funds. One of the most important requirements that William Blairs goal of professional service imposes is that all transactions for the Funds and other clients of William Blair have priority over the personal transactions of those individuals involved with the Funds and their operations and with other clients of William Blair.
William Blair recognizes that, as a fiduciary to its clients, it owes a duty to all of its clients to avoid conflicts of interest and to act solely in the best interests of its clients. Accordingly, each partner (or other person occupying a similar status or performing similar functions) and employee 1 of William Blair, and any other person who provides investment advice on behalf of William Blair and is subject to William Blairs supervision and control (each, a supervised person), 2 is required to comply with all applicable federal securities laws.
Consequently, it is imperative that any information that any person obtains regarding the Funds and other clients investment plans be held in strictest confidence, and never be used to the advantage of anyone but the Funds and the other clients, respectively. This obligation to avoid personal advantage from such information extends to all of the Funds officers and trustees, as well as to all of William Blairs partners and employees. In carrying out their obligation to monitor the Funds pursuit of their respective investment objectives, the Funds respective trustees may, on occasion, acquire inside information regarding the Funds portfolio transactions. Any such knowledge would impose upon the Funds trustees the obligation to avoid personal use of such information.
This Code of Ethics is applicable to William Blair Funds and to William Blair with regard to its activities for all of its investment management clients, including the Funds. This Code of Ethics is also applicable to persons associated with William Blair & Company, L.L.C. 3 who meet the definition of Access Person below. William Blair will identify each supervised person and Access Person (defined below) and provide each with a copy of this Code of Ethics and any amendments thereto. Each supervised person and Access Person will provide a written acknowledgement of their receipt and review of the Code of Ethics and their obligations thereunder, and any amendments thereto, to William Blairs Chief Compliance Officer (the
1 For purposes of this Code of Ethics, employee also shall mean any employee of an affiliate of William Blair who, in connection with his or her regular duties, performs functions for William Blair.
2 Temporary workers, consultants, and independent contractors whose tenure with William Blair is expected to exceed 90 days also are considered supervised persons, unless granted an exception by William Blairs CCO.
3 References to William Blair & Company, L.L.C. in this Code of Ethics are limited to William Blair & Company, L.L.C.s status as principal underwriter for the William Blair Funds.
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CCO). Each supervised person and Access Person will promptly report any known or suspected violations of the Code of Ethics to the CCO.
1. |
Definitions. |
a. |
The President is the Principal Executive Officer of the William Blair Funds. |
b. |
An Access Person means: |
i. |
Each partner of William Blair who, in connection with his or her regular duties, performs functions for William Blair (or other person occupying a similar status or performing similar functions); |
ii. |
Any supervised person of William Blair who (i) has access to nonpublic information regarding any clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Fund, or (ii) is involved in securities recommendations to clients or who has access to nonpublic recommendations; 4 |
iii. |
An officer or trustee of the William Blair Funds who is an interested person of the William Blair Funds as defined in Section 2(a)(19) of the Investment Company Act of 1940; |
iv. |
A partner, an officer (or other person occupying a similar status or performing similar functions), or employee of the William Blair Funds or William Blair (including William Blair & Company, L.L.C.), or of any company in a control relationship to the William Blair Funds or William Blair (including William Blair & Company, L.L.C.), but excluding Independent Trustees, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and |
v. |
A natural person in a control relationship to the William Blair Funds, William Blair, or William Blair & Company, L.L.C. (other than an Independent Trustee) who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of Covered Securities (defined below) by a Fund. |
For purposes of this Code of Ethics, an account which is managed by William Blair or any of its affiliates, which is not a registered investment company and in which Access Persons
4 Any temporary worker, consultant, or independent contractor who has access to nonpublic information regarding any clients purchase or sale of securities, nonpublic information regarding the portfolio holdings of any Fund, or nonpublic securities recommendations for clients is deemed an Access Person, regardless of his or her expected tenure, and is subject to disclosure and reporting requirements under the Code of Ethics, unless otherwise granted an exception by the CCO.
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or other partners of William Blair hold interests (Private Fund Account) will not be deemed an Access Person hereunder if the aggregate beneficial ownership of all Access Persons and partners of William Blair in such Private Fund Account represents less than 10% of the total interests in the Private Fund Account.
c. Automatic Investment Plan means 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.
d. An Independent Trustee is any trustee of William Blair Funds who is not an interested person of the Fund as defined in Section 2(a) (19) of the Investment Company Act of 1940.
e. A person does not become an Access Person simply by virtue of the following:
i. |
assisting in the preparation of public reports, or receiving public reports in the normal course of his or her duties (this exception does not include receiving information about nonpublic recommendations or trading); or |
ii. |
a single instance of obtaining knowledge of nonpublic recommendations or trading activity, or infrequently and inadvertently obtaining such knowledge. |
f. A Covered Security is being purchased or sold by a Fund from the time when the person or persons with the authority to make investment decisions for the Fund decides to purchase or sell a specified amount of the Covered Security within a specified price range until the earlier of the time when the sale or purchase has been completed or the time when the price range is first exceeded.
g. A Covered Security is being considered for purchase or sale when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.
h. The beneficial ownership of a Covered Security shall be determined hereunder in the same manner as under Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all securities which the person has or acquires. Specifically, a person will be regarded as having beneficial ownership of (i) any Covered Security, title to which can vest or revest in that person, (ii) any Covered Security held in anothers name, if, by reason of any contract, understanding, relationship, agreement or other arrangement, the person obtains therefrom benefits substantially equivalent to those of ownership, and (iii) any Covered Security owned by (A) the persons spouse or minor children, (B) a trust of which the person, or the persons spouse or minor children, is or are named (individually or by class) as beneficiaries and
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have a present beneficial interest, or (C) immediate family 5 of the person who share the persons home.
i. Control shall have the same meaning as that set forth in Section 2(a) (9) of the Investment Company Act of 1940.
j. The term purchase or sale of a Covered Security includes, inter alia, the buying or writing of an option to purchase or sell a Covered Security and any security convertible into or exchangeable for such Covered Security.
k. The term Covered Security shall mean a security as that term is defined in Section 2(a)(36) of the Investment Company Act of 1940, as well as futures and commodities, except that it does not include direct obligations of the Government of the United States, bankers acceptances, bank and savings and loan association accounts, high quality short-term debt instruments (including repurchase agreements), certificates of deposit, commercial paper, or shares of registered open-end investment companies. However, for Access Persons the term Covered Security shall also mean shares of a Fund.
l. A Securities Account is any account that holds or can hold a Covered Security.
m. A person will indirectly effect a transaction if, but only if, the person knowingly causes or influences another person to effect the transaction.
n. The Supervisory Committee shall consist of the President, any other trustee of the William Blair Funds who is an interested person of the William Blair Funds, the CCO, and such other persons as are designated by the Supervisory Committee.
o. Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.
p. Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to rule 504, rule 505 or rule 506 thereunder.
q. Portfolio management team includes the portfolio manager(s) with investment management responsibilities for specific clients, as well as any dedicated analyst(s) and portfolio assistant(s) who support such portfolio manager(s).
r. Compliance Department means William Blair Investment Management, LLCs Compliance Department.
5 The term immediate family shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.
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2. |
Exempted Transactions. |
The prohibitions and reporting requirements of Sections 3, 4 and 5 of this Code of Ethics do not apply to the following items:
a. Transactions effected or securities held in any account over which a person has no direct or indirect influence or control.
b. Transactions effected pursuant to an Automatic Investment Plan. 6
3. |
Prohibitions. |
a. Except as provided in Section 2 of this Code of Ethics, no Access Person may purchase or sell, directly or indirectly, a Covered Security in which such Access Person has, or by reason of such transaction acquires or sells, any beneficial ownership, if the Access Person knew or reasonably should have known at the time of such purchase or sale that the security was being purchased or sold by a Fund or other client, 7 or was being considered for such purchase or sale.
b. No Access Person may disclose to any person any non-public information regarding transactions in any Covered Security being purchased or sold by a Fund or other client, or being considered for such purchase or sale. This prohibition does not apply to disclosures among such Access Persons in connection with their performance of duties for a Fund or other client.
c. The purchase and sale, or the sale and purchase, by an Access Person of the same Covered Security (other than a Fund) within thirty (30) calendar days and at a net profit is prohibited. This prohibition applies without regard to tax lot considerations. 8 Involuntary calls of an option written by an Access Person are excluded; however, purchases and sales of options occurring within 30 days resulting in profits are prohibited. Profits from trading within any 30-day period will require disgorgement. For purposes of counting the 30 days, multiple transactions in the same Covered Security will be counted in such a manner as to produce the shortest time period between transactions. This prohibition includes short sales. Sales at original purchase price or at a loss are not prohibited. All other exceptions require advance written approval from the CCO (or designee). Access Persons are responsible for ensuring that the 30-day rule is observed when preclearance requests are made.
d. Purchases of the Funds are required to be held by Access Persons for at least sixty (60) calendar days. 9 This prohibition applies without regard to tax lot considerations and without regard to profitability. Profits from any sale before the 60-day period expires will require disgorgement. Any applicable redemption fees will also apply. Any exceptions require advance written approval from the CCO (or designee).
6 However, any transaction that overrides the pre-set schedule or allocations of the Automatic Investment Plan is not exempt (i.e., it must be pre-cleared and reported).
7 The definition of client shall not include participants in a wrap fee program or manager selection program for the purposes of the prohibitions set forth in Sections 3.a, 3.e and 3.g of this Code of Ethics.
8 Multiple purchases (or short sales) within the preceding 30 days will be averaged to determine if there is a profit.
9 Purchases of the Funds made pursuant to an Automatic Investment Plan are also exempt.
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e. No Access Person may trade in a Covered Security (other than a Fund) if a client order for that security is open, except where an open client limit order is away from the current market price at the time the Access Persons order is received.
f. No Access Person may trade a Covered Security (other than a Fund) for two (2) business days from the time William Blair initiates coverage or changes a rating of a Covered Security, or otherwise has a Covered Security under review. If the announcement of the initiation of coverage, rating change or other review of a Covered Security occurs after the opening of the market on a given day, the security will be restricted for the remainder of that trading day plus the following 2 business days.
g. No Access Person who is a member of a portfolio management team may trade in a Covered Security within 7 calendar days prior to any of the advisory or discretionary clients of that portfolio management team that are trading in that same security. Further, no member of that portfolio management team may trade a Covered Security in the opposite direction of a client within two (2) business days after any of the clients of that portfolio management team. However, unless restricted by other sections of this Code of Ethics, a trade by the portfolio management team may immediately follow the client trade so long as the portfolio management team trade is consistent with the client trade (i.e., the trades for both the client and the member of the portfolio management team are both buys or both sells).
h. No Access Person may accept or give any gift or other thing of more than de minimis value from or to any person or entity that does business with or on behalf of a Fund or other client. For purposes of this Code of Ethics, de minimis is defined as reasonable and customary business entertainment, such as lunch, dinner or tickets to sporting or cultural events, but does not include trips or similar activities. Any solicitation of gifts or entertainment is unprofessional and is strictly prohibited.
i. No Access Person may personally or beneficially acquire for his or her account any security in an Initial Public Offering.
j. No Access Person may personally or beneficially acquire any security described by an underwriter as a hot issue public offering or new issue.
k. No Access Person may purchase any security offered in a Limited Offering without prior approval from the Compliance Department. Consideration will take into account whether or not the investment opportunity should be reserved for a Fund.
l. No Access Person may serve on Boards of Directors of publicly traded companies without prior authorization from the Supervisory Committee, which would base its determination upon whether the board service would be consistent with the interests of William Blair or the Funds.
m. Notwithstanding the prohibitions set forth above in Sections 3.e, 3.f and 3.g, preclearance requests for transactions in individual securities contained in the Standard & Poors 500 Index , not to exceed 500 shares, will be approved unless they conflict with the 30-day short-term profit restriction in Section 3.c.
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4. |
Reporting. |
a. Except as provided in Section 2 of the Code of Ethics, each Access Person must report to the Supervisory Committee (or to such person or persons as the Supervisory Committee may designate from time to time) the information described in Section 4.c of this Code of Ethics with respect to any transaction in which the Access Person has, had, or by reason of such transaction acquired any direct or indirect beneficial ownership in Covered Securities.
b. Except as provided in Section 2 of this Code of Ethics, each Independent Trustee must report to the Supervisory Committee (or to such person or persons as the Supervisory Committee may designate from time to time) the information described in Section 4.c of this Code of Ethics with respect to any transaction of which the Independent Trustee is aware in a Covered Security in which the Independent Trustee has, or by reason of such transaction acquires, any beneficial ownership if such Independent Trustee at the time of the transaction knew, or in the ordinary course of fulfilling the Independent Trustees official duties as a trustee of the Fund should have known, that, during the fifteen-day period immediately preceding or after the date of the transaction, the security was purchased or sold by a Fund, or was being considered for such purchase or sale.
c. Every such required report must be made no later than thirty days after the end of the calendar quarter in which the transaction with respect to which the report relates is effected and must contain the following information:
i. |
the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date and number of shares, and the principal amount of each Covered Security involved; |
ii. |
the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
iii. |
the price at which the transaction was effected; |
iv. |
the name of the broker, dealer, bank or other party with or through whom the transaction was effected; and |
v. |
the date of the report. |
d. Each Access Person shall arrange to have duplicate brokerage statements and confirmations for each account in which the Access Person has beneficial ownership sent directly to William Blairs Investment Management Compliance Department and such other person or persons as may be designated by the Supervisory Committee from time to time. If a confirmation for the reporting Access Persons transaction includes the required information, the form of report under Section 4.c may be a copy of the confirmation involved.
e. Each Access Person will, no later than 30 days after the end of a calendar quarter, provide to the Supervisory Committee (or to such person or persons as the Supervisory Committee may designate from time to time) a report with respect to accounts established with any broker during the quarter in which the Access Person has beneficial ownership. Such report
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will contain the name in which the account is maintained, the name of the broker, dealer or bank where the account was established, the date the account was established and the date the report is submitted.
f. Access Persons who have obtained prior authorization to acquire securities in a Limited Offering, or who otherwise hold securities previously acquired in a Limited Offering, are required to disclose that investment in any subsequent consideration by a Fund of an investment in the private placement issuer.
g. Each Access Person shall provide the Supervisory Committee (or to such person or persons as the Supervisory Committee may designate from time to time) with a schedule of all personal securities holdings upon commencement of employment (or upon becoming an Access Person) and annually thereafter. The initial report shall be made within 10 calendar days after commencement of employment (or upon becoming an Access Person) and shall include the following information (which information must be current as of a date no more than 45 days before the date the person becomes an Access Person). Annually thereafter, the report shall include the following information as of a date no more than 45 days prior to the date the report was submitted.
i. |
the title and, as applicable, the exchange ticker symbol or CUSIP numbers, number of shares and principal amount of each Covered Security in which such Access Person has any direct or indirect beneficial ownership; |
ii. |
the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of such Access Person, the name in which the account is maintained and the number of the account (or if no such account is maintained, a statement to that effect); and |
iii. |
the date the report is submitted by the Access Person. |
Annual reports shall be submitted within 30 calendar days after the last day of each calendar year. Unless otherwise required by the Supervisory Committee, this obligation may be fulfilled by providing the Supervisory Committee with a copy of such Access Persons brokerage account statements, provided that (1) such statements contain in the aggregate all of the information called for above and (2) such Access Person indicates that he or she has reviewed the statements for accuracy and completeness by signing the copy of each statement submitted to the Supervisory Committee.
h. Any report made pursuant to this Section 4 may contain a statement that the report may not be construed as an admission by the Access Person making the report that the Access Person has any beneficial ownership interest in the Covered Security to which the report relates.
i. The CCO shall establish procedures to enforce this Code of Ethics and shall designate one or more persons who shall be responsible for reviewing the transaction and holding reports made pursuant to this Section 4. No member of the Compliance Department shall review his own reports, and such reports shall be reviewed by a compliance or management person who is senior to such person.
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5. |
Maintenance of Securities Accounts and Preclearance of Personal Securities Transactions. |
a. All Securities Accounts in which an Access Person has beneficial ownership must be maintained at a brokerage firm approved by the Compliance Department. Under limited circumstances, the Compliance Department may grant exceptions to this requirement upon written request from the Access Person. Any such request must be in writing and shall set forth in reasonable detail the facts and circumstances to support the request.
b. All Access Persons must preclear their personal purchases or sales of Covered Securities (other than the Funds) prior to their execution with the person or persons designated by the Supervisory Committee to perform the preclearance function. 10 All preclearance requests must be made between 9:00 a.m. (Central time) and the close of regular trading hours of the New York Stock Exchange (which is generally 3:00 p.m. Central time) on each day when the exchange is open. If authorization is granted, it is effective until the earlier of: (1) its revocation; or (2) the close of business of the same trading day that the authorization is granted. If the order for the transaction is not executed within that period, a new advance authorization must be obtained before the transaction is placed.
c. Access Persons shall execute all transactions in Covered Securities subject to the reporting requirements of Section 4.a for an account in which the person has beneficial ownership through a brokerage firm approved by the Compliance Department, unless an exemption is obtained from the Compliance Department.
d. Access Persons may engage in short sales and margin transactions and may purchase or sell options, provided they receive preclearance and meet all other applicable requirements under this Code of Ethics.
6. |
Violations. |
Upon discovering a violation of this Code of Ethics, the Supervisory Committee shall impose the penalties described below upon supervised persons and Access Persons. William Blair shall inform the Funds Board of Trustees (the Board) of any discovered violations by a supervised person, an Access Person or members of the Board, and the Board shall have the authority and power to discipline its members for such violations.
Penalties will be assessed according to the following penalty chart.
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Minor Offenses |
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First minor offense Verbal warning; |
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Second minor offense Written notice; |
10 The Supervisory Committee currently has designated the CCO and the other members of the Compliance Department to pre-approve all transactions by Access Persons. Access persons are currently required to submit their preclearance requests, as well as the reports described in Section 4, via the Schwab Compliance Technologies (SCT) automated compliance monitoring system. The CCO, the other members of the Compliance Department and such other persons as may be designated by the CCO shall be responsible for administering the SCT system.
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Third minor offense $1,000 fine to be donated to charity. 11 |
Minor offenses include (but are not limited to) the following: failure or late submissions of quarterly transaction reports and other certifications, and conflicting pre-clearance request dates versus actual trade dates.
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Substantive Offenses |
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First substantive offense Written notice (in addition to disgorgement of profits); |
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Second substantive offense $1,000 fine (in addition to disgorgement of profits) to be donated to charity; |
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Third substantive offense $2,500 fine (in addition to disgorgement of profits) to be donated to charity. |
Substantive offenses include (but are not limited to) the following: violations of the prohibitions described in Section 3 above, including but not limited to the unauthorized purchase/sale of restricted investments, material violations of trading blackouts, failure to request trade pre-clearance, and violations of the short-term trading prohibitions.
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Serious Offenses |
Trading with insider information and/or front running a client is considered a serious offense. The Supervisory Committee will take appropriate steps, which may include suspension or termination of employment. The Board will be informed immediately of any serious offense.
If a Minor or Substantive Offense occurs two or more years after a prior such offense, it will be considered a first offense unless determined otherwise by the Supervisory Committee. The Supervisory Committee may deviate from the penalties listed above where it determines that a more or less severe penalty is appropriate based on the specific circumstances of that situation. For instance, repeated minor or substantive offenses may result in suspension or termination of employment.
7. |
Miscellaneous. |
a. No knowledge or information regarding a Funds portfolio transactions will be imputed to an Independent Trustee by reason of a meeting of the Board if the trustee did not attend the portion of the meeting at which the information was discussed.
11 All fines will be made payable to the violating persons charity of choice (reasonably acceptable to the Supervisory Committee and either turned over to the Supervisory Committee, which in turn will mail the donation check on behalf of the violating person, or the violating person will provide evidence of payment satisfactory to the Supervisory Committee that the payment has been made.
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b. No report is required under Section 4.c of this Code of Ethics to the extent that the information therein would duplicate information recorded under subsections 12 or 13 of Rule 204-2(a) under the Investment Advisers Act of 1940, provided that such information shall be provided automatically to the Supervisory Committee.
c. Covered Securities, and transactions in Covered Securities, may be exempted (individually or by class) from Section 3.a hereof by the Supervisory Committee on a finding that the purchase or sale involved is only remotely potentially harmful to the Fund or other client because, e.g., the purchase or sale would be very unlikely to affect a highly institutional market. The Supervisory Committee may also exempt the sale of a Covered Security by an Access Person under unusual circumstances, such as a personal financial emergency, which shall be reported to the Board as part of the annual report on the Code of Ethics.
d. The fact that a Covered Security has been the subject of a formal or informal research report shall not, in and of itself, indicate that the Covered Security is under consideration for purchase or sale. For purposes hereof, it shall not be considered that any Access Person knew, or should have known, that a Covered Security was under consideration for purchase or sale, or that the Covered Security had been purchased or sold, solely on the basis of receipt of a research report thereon.
e. No Covered Security purchase or sale by an Access Person will prevent the President (or other person controlling investments) from purchasing or selling the Covered Security for a Fund or other client.
f. William Blair and the Funds shall submit this Code to the Board of Trustees of the Funds for approval within the time frames required by Rule 17j- 1 of the Investment Company Act of 1940. Any material changes to this Code shall be submitted to such Board within six months of such change.
g. On an annual basis, William Blair and the Funds shall provide a written report that: summarizes existing procedures concerning personal investing and any additional procedures adopted during the year; describes any material issues arising under the Code of Ethics or such procedures since the last report, including but not limited to any material violations of the Code of Ethics or such procedures, and any sanctions imposed in response thereto; identifies material conflicts that arose during the year; and identifies any recommended changes in restrictions or procedures based upon William Blairs or the Funds experience under this Code of Ethics, evolving industry practices, or developments in applicable law or regulations. Such report must include any certification required by Rule 17j-l.
h. William Blair shall maintain all records required to be kept under Rule 17j-1 and Rule 204-2 on its own behalf and on behalf of the Funds.
AMENDED: May 9, 2007, February 18, 2010, April 29, 2014, July 1, 2015, and July 31, 2018
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TABLE OF CONTENTS
CHAIRMANS LETTER // 1 |
DOING WHATS RIGHT // 2 |
HOW TO REPORT A CONCERN // 3 |
KEY PRINCIPLES OF OUR CODE // 4 |
WHAT YOU SHOULD KNOW ABOUT OUR CODE OF CONDUCT // 5-9 |
Our values // 5 |
Purpose of our Code // 6 |
Who must follow this Code? // 6 |
Waivers of the Code for executive officers // 6 |
What is expected of employees? // 7 |
Cooperating with Regulatory Agencies // 8 |
What is expected of managers // 8 |
Managing risk as a manager // 8 |
Responsibility to ask questions and report concerns // 8 |
What happens when a concern is reported? // 9 |
Zero tolerance for retaliation // 9 |
Cooperating with an investigation // 9 |
Direct Communication with Government and Regulatory Authorities // 10 |
Communication of Trade Secrets to Government and Regulatory Authorities // 10 |
RESPECTING OTHERS // 11-15 |
Mutual respect and professional treatment // 12 |
Harassment-free environment // 14 |
Safety and security // 15 |
Managers responsibilities // 15 |
AVOIDING CONFLICTS // 17-25 |
Overview // 18 |
Gifts and entertainment // 19 |
Outside employment and business dealings // 22 |
Outside service as a Director, Trustee, Officer, Investment Committee Member, Partner or Business Owner of a for-profit business or a not-for-profit organization // 24 |
Ownership of an outside business // 25 |
Fiduciary appointments // 25 |
Personal investment decisions // 25 |
Dealing with family and close personal friends // 26 |
Corporate opportunities // 27 |
CONDUCTING BUSINESS // 29-33 |
Fair competition and anti-trust // 30 |
Anti-corruption and improper payments // 32 |
Combating financial crime and money laundering // 33 |
WORKING WITH GOVERNMENTS // 35-37 |
Your obligations // 36 |
Basic principles // 37 |
PROTECTING COMPANY ASSETS // 39-46 |
Financial integrity // 40 |
Additional standards for senior financial professionals // 41 |
Use of company assets // 41 |
Protecting client and employee records and observing our privacy principles // 42 |
Records management // 43 |
Use of computers, systems and corporate information // 44 |
Inside or proprietary information // 45 |
SUPPORTING OUR COMMUNITIES // 48-52 |
Political activities // 49 |
Investor and media relations // 50 |
Charitable contributions and corporate sponsorship // 51 |
Participating in trade associations, conferences and speaking engagements // 51 |
ADDITIONAL HELP // 52-53 |
The Code of Conduct does not alter the terms and conditions of your employment. Rather, it helps each of us to know what must be done to make sure we always Do Whats Right. The most current version of the Code can be found on MySource. Throughout the Code, references to company policies apply only to global policies that cover all employees and do not include additional policies you must follow that are specific to your location or line of business. The Code is not intended to fully describe the requirements of referenced policies, which can be found in their entirety on MySource.
Charlie Scharf Chairman and Chief Executive Officer |
Dear Colleagues:
Our Code of Conduct guides our actions and decisions as individuals and as a company. I expect each of us to personally commit to doing what is right, regardless of the impact on a specific transaction or short-term working relationship.
The Code provides guidance on six key areas of focus that relate to many of the situations you may encounter working at our company: Respecting Others; Avoiding Conflicts; Conducting Business; Working with Governments; Protecting Company Assets and Supporting Our Communities.
However, the Code itself cannot address every possible situation. We expect all employees to exercise good judgment, using the Code as a primary resource to better understand our principles of ethical behavior, and to seek help when unsure of the right course of action. Above all, each of us, regardless of level, are obligated to put the interests of our company, clients and shareholders above any personal interest.
As fundamental as the Code is, it is not your only resource. Your manager, Legal, Audit, Compliance, Human Resources and our Ethics Office are readily available resources if you are having difficulty understanding how our key principles apply to specific situations. When in doubt, I urge you to use these resources and escalate situations if you feel they are not getting the proper attention.
Being a BNY Mellon employee means exercising good judgment and conducting yourself in a manner that is above reproach.
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DOING WHATS RIGHT
AT BNY MELLON, DOING WHATS RIGHT MEANS
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Contributing to an ethical culture is expected and valued, |
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Conducting business in full compliance with all applicable laws and regulations, and in accordance with the highest ethical standards, |
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Fostering honest, fair and open communication, |
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Demonstrating respect for our clients, communities and one another, |
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Being accountable for your own and team actions, and |
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Being willing to take a stand to correct or prevent any improper activity or business mistake. |
HOW TO DO WHATS RIGHT
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Put company values, policies and procedures into action, |
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Know the laws and regulations affecting your job duties and follow them, |
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Take responsibility for talking to someone if you see a problem, and |
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Ask questions if you are unsure of the right thing to do. |
WHEN YOU ARE UNCERTAIN, ASK YOURSELF THESE QUESTIONS
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Could the action affect the companys reputation? |
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Would it look bad if reported in the media? |
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Am I uncomfortable taking part in this action or knowing about it? |
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Is there any question of illegality? |
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Will the action be questionable with the passage of time? |
If the answer to any of these questions is yes, ask more questions. Keep asking until you get a satisfactory answer. Talk to your manager, the Compliance and Ethics Department, Legal or Human Resources, or call the Ethics Office before doing anything further. Dont stop asking until you get the help you need.
ITS YOUR OBLIGATION
TO DO WHATS RIGHT.
2
HOW TO REPORT A CONCERN
Usually, the best place to start is by talking to your manager. If this makes you uncomfortable, then consider the options below.
Ethics Help Line
(Operated by members of the companys Ethics Office)
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United States and Canada: 1-888-635-5662 |
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Europe: 00-800-710-63562 |
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Brazil: 0800-891-3813 |
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Australia: 0011-800-710-63562 |
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Asia: appropriate international access code +800-710-63562 (except Japan) |
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Japan: appropriate international access code +800-710-6356 |
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All other locations: call collect to 412-236-7519 |
Please note that your phone call can be anonymous.
E-mail: ethics@bnymellon.com (To remain anonymous, please use the telephone help line for reporting your concern.)
Ethics Hot Line
(Operated by EthicsPoint, an independent hot line administrator)
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United States and Canada: 1- 866-294-4696 |
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Outside the United States dial the AT&T Direct Access Number for your country and carrier, then 866-294-4696 |
AT&T Direct Access Numbers
by Country/Carrier
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United Kingdom: British Telecom 0-800-89-0011; |
C&W 0-500-89-0011; INTL 0-800-013-0011 |
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India: 000-117 |
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Brazil: 0-800-890-0288 |
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Ireland: 1-800-550-000; Universal International Freephone 00-800-222-55288 |
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Japan: Softbank Telecom 00 663-5111; KDDI 00 539-111 |
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Australia: Telstra 1-800-881-011; Optus 1-800-551-155 |
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Hong Kong: Hong Kong Telephone 800-96-1111; New World Telephone 800-93-2266 |
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Singapore: Sing Tel 800-011-1111; StarHub 800-001-0001 Web Report: http://www.ethicspoint.com (hosted on EthicsPoints secure servers and is not part of the companys web site or intranet). |
Please note that all contacts to EthicsPoint can be anonymous.
Incident Reporting
If your concern involves potential criminal or unusual client activity, you must file an Incident Report within 72 hours. In the U.S., you can file an Incident Report using the icon on your PC desktop. In other locations, you should contact your compliance officer for assistance in following country-specific guidelines.
Directors Mailbox
If your concern involves questionable accounting or auditing matters, you may also report your concern to the Presiding Director of the Board (who is independent of management). You can contact the Presiding Director by sending an e-mail to non-management director@bnymellon.com or by postal mail addressed to:
BNY Mellon Corporation
Church Street Station
PO Box 2164
New York, New York 10008-2164 USA
Attention: Non-Management Director
Please note the postal mail option can be anonymous.
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KEY PRINCIPLES OF OUR CODE
RESPECTING OTHERS
We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunity to all individuals in compliance with legal requirements and because its the right thing to do.
AVOIDING CONFLICTS
We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY Mellon and our clients, and not driven by any personal interest or gain. We are alert to any potential conflict of interest and ensure we identify and mitigate or eliminate any such conflict.
CONDUCTING BUSINESS
We secure business based on honest competition in the marketplace, which contributes to the success of our company, our clients and our shareholders. We compete in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime.
WORKING WITH GOVERNMENTS
We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government.
PROTECTING COMPANY ASSETS
We ensure all entries made in the companys books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client.
SUPPORTING OUR COMMUNITIES
We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way that we interact with our communities and the public at large.
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At the foundation of our Code of Conduct are our Values Client Focus, Integrity, Teamwork and Excellence.
Our values underscore our commitment to be a client-focused, trusted financial institution driven by an empowered global team dedicated to outperforming in every market we serve.
WHAT YOU SHOULD KNOW ABOUT OUR CODE OF CONDUCT
OUR VALUES
Our values provide the framework for our decision-making and guide our business conduct. Incorporating these values into our actions helps us to do what is right and protect the reputation of the company.
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Client Focus: Putting the client at the center of all that we do |
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Integrity: Acting with the highest ethical standards for our company, our employees and our clients |
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Teamwork: Fostering collaboration and diversity to empower employees to build relationships and deliver insights |
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Excellence: Setting the standard for leading-edge solutions, innovation and continuous improvement |
WHAT OUR VALUES DO:
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Explain what we stand for and our shared culture |
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Span geographies and lines of business |
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Represent the promises made to our clients, communities, shareholders and each other |
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Are critical to our success |
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PURPOSE OF OUR CODE
Todays global marketplace is filled with a host of new challenges and changes, but one constant guides us the mandate to meet the highest standards of legal and ethical integrity.
The Code of Conduct is the foundation of our commitment to Doing Whats Right, but it is not intended to describe every law or policy that applies to you. Nor does it address every business situation you may face. Youre expected to use common sense and good judgment, and seek advice when youre unsure of the proper response to a particular situation.
The Code provides the framework and sets the expectations for business conduct. It clarifies our responsibilities to each other, clients, suppliers, government officials, competitors and the communities we serve. It outlines important legal and ethical issues. Failing to meet these standards could expose our company to serious damage.
WHO MUST FOLLOW THIS CODE?
All employees worldwide who work for BNY Mellon or an entity that is more than 50 percent owned by the company must adhere to the standards in our Code. No employee is exempt from these requirements, regardless of the position you hold, the location of your job or the number of hours you work. If you oversee vendors, consultants or temporary workers, you must supervise their work to ensure their actions are consistent with the key principles in this Code.
WAIVERS OF THE CODE FOR EXECUTIVE OFFICERS
Waivers of the Code are not permitted for any executive officer of BNY Mellon, unless the waiver is made by the companys Board of Directors (or a committee of the Board) and disclosed promptly to shareholders.
Individuals who are deemed to be executive officers of BNY Mellon will be notified as appropriate.
Compliance with the letter and the spirit of our Code of Conduct, laws and regulations, policies and procedures is not optional.
Its how we do business: its the embodiment of Doing Whats Right.
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Q & A
Q: I work outside of the U.S. Do U.S. laws apply to me?
A: BNY Mellon does business all over the world, which means that you may be subject to laws of countries other than the one in which you live. You must follow those laws that apply to your business duties, wherever you work. BNY Mellon is the parent of our operating companies and is incorporated in the U.S., so U.S. laws may apply to certain business activities even if they are conducted outside of the U.S.
The reverse may also be true other countries may apply their laws outside of their boundaries. If you have questions about the laws that apply to your business activity, ask your manager or contact the Legal representative who supports your line of business.
WHAT IS EXPECTED OF EMPLOYEES?
Youre responsible for contributing to our culture of Doing Whats Right by knowing the rules that apply to your job. This includes company policies, procedures, laws and regulations governing the country and businesses in which you work. Some lines of business may have more restrictive policies and procedures, and certain countries may have laws that are unique to a location.
In these situations, youre expected to follow the more restrictive rules. Youre expected to ask your manager if you have questions about performing your job.
If you do not get an adequate response, its your duty to keep asking until you get a satisfactory answer. You must question any request that does not comply with company policies, laws or regulations, or is inconsistent with our Code of Conduct.
No manager or leader in our company can ask you to violate a law or regulation, or to act in a manner inconsistent with our Code of Conduct. You should challenge any such request and alert appropriate individuals.
Identifying and managing risk is the responsibility of every employee. Youre required to adhere to the established internal controls in your area of responsibility and promptly elevate all risk, compliance and regulatory concerns to your manager.
Youre expected to comply with applicable laws and regulations and follow this Code, including the spirit of its intent. The penalty for violating any provision may be disciplinary action up to and including dismissal. If you violate a criminal law applicable to the companys business, the matter will be reported to the appropriate authorities.
You are required to use CODE RAP (Code Reports and Permissions) to report or obtain approval for certain activities that are noted throughout the Code of Conduct and various company policies (e.g., gifts, entertainment and certain outside employment or positions). CODE RAP is a web-based system which you can learn more about by visiting MySource, the companys intranet site. If you need assistance or do not have access to a PC, ask your manager for help.
Youre obligated to comply fully with our Code of Conduct and may be required to certify your compliance with the Code. You will be notified of any required certifications.
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COOPERATING WITH REGULATORY AGENCIES
All employees are required to cooperate with regulators. Your communications with regulatory personnel are expected to be responsive, complete and transparent. Any commitments you have made in response to exam findings and any responses to regulatory information requests are to be completed within the agreed time frame. You must notify your manager immediately should situations arise that make it unlikely that you will meet the agreed upon commitments. In addition, your compliance officer should be advised of any delays in meeting regulatory commitments.
WHAT IS EXPECTED OF MANAGERS?
Those who manage or supervise others have a special obligation to set an example in Doing Whats Right. Some of the ways youre expected to demonstrate this leadership include:
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Creating a culture of risk management, compliance and ethics, |
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Considering risk in all your decision making, |
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Reinforcing with your staff the importance of early identification and escalation of potential risks to the appropriate managers, |
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Ensuring employees have the relevant resources to understand their job duties, |
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Monitoring compliance with the Code of Conduct, company policies and procedures of the employees you supervise, |
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Fostering an environment in which employees are comfortable raising questions and concerns without fear of retaliation, |
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Reporting instances of non-compliance to the proper management level, |
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Taking appropriate disciplinary action for compliance and ethics violations, and |
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Reviewing the Code of Conduct no less than annually with your staff. |
MANAGING RISK AS A MANAGER
As a manager, you must always consider risk in your decision making. You are required to understand fully the risk, compliance and regulatory issues that may impact the areas you serve. You are required to escalate any concerns immediately to the appropriate management level to ensure the requisite attention is given to the matter. In addition, any corrective measures must be implemented timely, thoroughly and in a sustainable manner.
RESPONSIBILITY TO ASK QUESTIONS AND REPORT CONCERNS
You are required to speak up immediately if you have a question or concern about what to do in a certain situation or if you believe someone is doing or about to do something that violates the law, company policy or our Code of Conduct. If you have a genuine concern, you must raise it promptly.
Q & A
Q: What is my role in managing risk?
A: Each employee plays an important role in managing risk when you:
Perform your job with integrity and in compliance with policies, procedures and the law
Adhere to the controls established for your business
Ask questions if instructions are not clear or if you are unsure of the right thing to do
Escalate issues immediately to your manager (e.g., an error, a missed control, wrongdoing or incorrect instructions)
Doing Whats Right means being accountable for your own and your teams actions, and being willing to take a stand to correct or prevent any improper activity or a business mistake.
8
Q & A
Q: Where do I go for help if Im uncomfortable talking to my management?
A: You can contact the Ethics Help Line or the Ethics Hot Line. The contact information is located in the Code of Conduct, on MySource and on the companys public Internet site.
Q & A
Q: Can I report a concern anonymously?
A: Yes, you can report your concern to the Ethics Help Line or Ethics Hot Line anonymously if you wish.
If you have a question or concern, your manager is usually a good place to start. Other people you may go to for help or advice are:
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Your managers manager |
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Your line of business Compliance officer |
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Someone in the Human Resources or the Legal department |
You must speak up. If your concern is not addressed, raise it through other channels. You can always contact the Ethics Office through the Ethics Help Line or Ethics Hot Line.
You can also visit the Doing Whats Right section of the Compliance and Ethics page on MySource for more information on reporting an issue or incident.
WHAT HAPPENS WHEN A CONCERN IS REPORTED?
When you report a concern to the Ethics Help Line or Ethics Hot Line, your concerns will be taken seriously and investigated fully. Be prepared to give detailed information about your concern. You can choose to be anonymous if you want. Your confidentiality will be protected to the fullest extent possible and every effort will be made to quickly resolve your concern.
These reporting mechanisms are meant to be used only when you have a genuine concern that something is wrong. You will not be provided protection for your own misconduct just because you filed a report or if you knowingly give a false report.
ZERO TOLERANCE FOR RETALIATION
Anyone who reports a concern or reports misconduct in good faith, and with the reasonable belief that the information is true, is demonstrating a commitment to our values and following our Code of Conduct. The company has zero tolerance for acts of retaliation. Zero means zero. No one has the authority to justify an act of retaliation. Any employee who engages in retaliation will be subject to disciplinary action, which may include dismissal.
COOPERATING WITH AN INVESTIGATION
Youre required to cooperate with any investigation into alleged violations of our Code of Conduct, laws, regulations, policies or procedures, and are expected to be truthful and forthcoming during any investigation. This includes situations where you are an involved party, a witness, or are asked to provide information as part of an investigation. Any attempt to withhold information, sabotage or otherwise interfere with an investigation may be subject to any level of disciplinary action up to and including dismissal.
Remember, investigations are confidential company matters. To protect the integrity of the investigation, you are not allowed to discuss any aspect of an investigation, even the fact that an investigation is being conducted, with other employees or the public.
9
At the same time, this requirement for confidentiality does not prohibit you from reporting legal violations to any governmental or regulatory body or official(s) or finance-related self-regulatory organization (collectively, Governmental Authorities), and you may do so either during or after your employment without notice to the Company. Furthermore, no BNY Mellon policy or agreement is meant to prohibit you from doing so, or from participating in any benefits involved in such reporting. The only restriction in this regard is that you are not authorized to disclose information covered by the Companys attorney-client privilege.
DIRECT COMMUNICATION WITH GOVERNMENT
AND REGULATORY AUTHORITIES
The confidentiality of our information and the protection of that information is a theme that recurs several times in this Code and in many of our policies. However, nothing in this Code, in those policies, or in any agreement with BNY Mellon is meant to prohibit you from:
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initiating communications directly with, cooperating with, providing relevant information to or otherwise assisting in an investigation by any Governmental Authorities regarding a possible violation of law; |
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testifying, participating or otherwise assisting in an action or proceeding by a Governmental Authority relating to a possible violation of law; or |
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participating in any benefits for information provided to Government Authorities in the manner described in the first or second points above. You are permitted to report in this manner both during and after your employment here irrespective of any confidentiality agreements you may have signed or policies in place during your employment and without providing notice to the Company. The only restriction is that you are not authorized to disclose information covered by the Companys attorney-client privilege. |
COMMUNICATION OF TRADE SECRETS
TO GOVERNMENT AND REGULATORY AUTHORITIES
While the Code prohibits you from revealing trade secrets outside of the Company, you may do so without facing criminal or civil liability if:
|
the material is revealed in confidence solely for the purpose of reporting or investigating a suspected violation of law to a Federal, State, or local government official, either directly or indirectly, or to an attorney; or |
|
the material is revealed in a complaint or other document filed under seal in a lawsuit or other proceeding. Note that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to his/her attorney and may use the trade secret information in the court proceeding. In such cases, trade secret information must be filed under seal, and it may be disclosed only under a court order. |
10
RESPECTING OTHERS
We are committed to fostering an inclusive
workplace where talented people want to
stay and develop their careers. Supporting
a diverse, engaged workforce allows us to
be successful in building trust, empowering
teams, serving our clients and outperforming
our peers. We give equal employment
opportunity to all individuals in compliance
with legal requirements and because its the
right thing to do.
MUTUAL RESPECT AND PROFESSIONAL TREATMENT
HARASSMENT-FREE ENVIRONMENT
SAFETY AND SECURITY
MANAGERS RESPONSIBILITIES
KEY PRINCIPLE: RESPECTING OTHERS
KEY PRINCIPLE:
RESPECTING OTHERS
MUTUAL RESPECT AND PROFESSIONAL TREATMENT
One of our values is Teamwork and nothing damages a team more quickly than a lack of mutual respect. For our company to be successful, we all must work together toward common goals. Employees and managers share a mutual responsibility to keep one another informed of any information that may be important to job performance and to understanding the organization. Youre expected to treat your fellow employees professionally its what we owe each other in the workplace.
The company recognizes your right to form personal relationships with those you meet in the workplace; however, youre expected to use good judgment to ensure your personal relationships do not negatively affect your job performance or interfere with your ability to supervise others. Favoritism, open displays of affection and making business decisions based on emotions or personal relationships are inappropriate.
Situations that involve borrowing money, or making loans between employees, or between one employee and a family member of another employee must be avoided, unless it is of an incidental nature involving a minimal amount of money. Managers should be particularly sensitive to situations involving lending money to those who report to them and avoid these workplace situations.
(Reference: Gifts, Entertainment and Loans from One Employee to Another)
Q & A
Q: I asked a question in a staff meeting and the response I received was offensive several people laughed at me and I was mortified. What should I do?
A: The response you received was inappropriate. Healthy communication can only occur in environments where different opinions can be ex- pressed and respectful debate occurs. Its okay to disagree with a colleague. However, it must be done in a professional and respectful way. Talk to the person who made the remark. If you feel uncomfortable doing so, speak with your manager or Human Resources.
12
Similarly, gifts and entertainment between employees (including family members of another employee) can create conflicts. Company policy places limits on the amounts that are permissible and amounts above those established limits require approval via CODE RAP.
(Reference: Gifts, Entertainment and Loans from One Employee to Another)
Managers must also be aware of situations where family members or close personal friends may also work at BNY Mellon. The company prohibits any work situations where there is a direct reporting relationship between family members. In addition, wherever possible, situations should be avoided that involve family members working in the same business unit at the same location, or family members working in positions where they can jointly control or influence transactions. Senior executives must be aware that there are restrictions on hiring family members. If you encounter such a situation or are aware of one, you should contact Human Resources for guidance.
(Reference: Hiring and Continued Employment of Employees Relatives or Individuals Sharing Employees Household)
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HARASSMENT-FREE ENVIRONMENT
BNY Mellon will not tolerate any form of harassment or discrimination. Harassment can be verbal, physical or include visual images where the effect creates an offensive atmosphere. It can take many forms and includes jokes, slurs and offensive remarks, whether delivered verbally, graphically or in electronic media, including e-mail.
Harassment also includes disrespectful behavior or remarks that involve a persons race, color, sex, age, sexual orientation, gender identity, religion, disability, national origin or any other legally protected status. Certain local laws or regulations may provide additional protection for employees, so check with Human Resources or the Legal department in your local area if you have questions.
Some countries have specific laws concerning sexual harassment that include:
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Intentional or unintentional, unwelcome sexual advances with or without touching |
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Coerced sexual acts |
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Requests or demands for sexual favors |
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Other verbal or physical conduct of a sexual nature |
Our commitment to a harassment-free environment applies in all work-related settings and activities, whether on or off company premises, and extends to employees actions toward clients and vendors. Harassment of any kind will not be tolerated in the workplace.
Q & A
Q: A colleague makes comments about my appearance that make me feel uncomfortable. Ive told my colleague that I dont like these comments, but they continue and Im told Im too sensitive. What am I supposed to do?
A: You should talk to your manager and ask for help. If you do not feel comfortable talking to your manager, talk to Human Resources or call the Ethics Help Line or Ethics Hot Line.
14
Q & A
Q: I have reason to believe that a colleague is coming to the office intoxicated. What should I do?
A: You should notify your manager immediately. If youre uncomfortable discussing this with your manager, contact Human Resources.
SAFETY AND SECURITY
BNY Mellon is committed to establishing and maintaining safe and healthy working conditions at all locations and to complying with laws that pertain to employee workplace safety. Listed below are some of the principles of maintaining a safe and secure workplace:
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You must contribute to maintaining a workplace free from aggression. Threats, intimidating behavior or any acts of violence will not be tolerated. |
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You may not use, possess, sell or transfer illegal drugs on company property. In addition, you wont be permitted to work if youre using illegal drugs or impaired by alcohol. |
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You may not bring weapons onto company property. This includes weapons used for sporting purposes or otherwise legal to possess. Weapons of any kind have no place in the work environment. |
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You should be alert to individuals who are on company premises without proper authorization. |
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Make sure you observe all physical access rules in your location and report incidents of unauthorized entry to your manager or to security personnel. |
(Reference: Company Identification Card Issuance; Display and Use of Company Identification)
MANAGERS RESPONSIBILITIES
As part of a worldwide financial services organization, managers have a special responsibility to demonstrate our values through their actions. Managers must foster an environment of integrity, honesty and respect. This includes creating a work environment that is free from discrimination, harassment, intimidation or bullying of any kind. This type of behavior will not be tolerated and is inconsistent with our values and the Code of Conduct.
Managers also must ensure that all aspects of the employment relationship are free from bias and that decisions are based upon individual performance and merit.
15
ITS YOUR
OBLIGATION TO
DO WHATS RIGHT.
AVOIDING CONFLICTS
We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY Mellon and our clients, and not driven by any personal interest or gain. We are alert to any potential conflict of interest and ensure we identify and mitigate or eliminate any such conflict.
GIFTS AND ENTERTAINMENT
OUTSIDE EMPLOYMENT AND BUSINESS DEALINGS
OUTSIDE SERVICE AS A DIRECTOR, OFFICER OR GENERAL PARTNER
OWNERSHIP OF AN OUTSIDE BUSINESS
FIDUCIARY APPOINTMENTS
PERSONAL INVESTMENT DECISIONS
DEALING WITH FAMILY AND CLOSE PERSONAL FRIENDS
CORPORATE OPPORTUNITIES
KEY PRINCIPLE:
AVOIDING CONFLICTS
OVERVIEW
The way we conduct our daily business dealings with clients, suppliers, vendors and competitors determines our reputation in the marketplace far more than any other actions we take. Each one of us contributes to BNY Mellons reputation. Youre expected always to act in a way that reflects our commitment to integrity and responsible business behavior.
A conflict of interest is any situation where your interests and the companys interests or the interests of our clients appear to be in opposition. When youre in such a situation, it may be difficult to objectively fulfill your job duties and your loyalty to the company or to our clients and may be compromised or appear to be compromised. Every business decision you make should be in the best interests of the company and our clients and not for your own personal gain or benefit . So you may not engage in any activity that creates, or even appears to create, a conflict of interest between you and BNY Mellon or its clients. You should not take any business action, including any loan or guarantee, for your personal benefit, or to benefit a relative or close friend at the expense of the companys or a clients best interests.
If you believe you have a conflict of interest, or may be perceived to have such a conflict, you must disclose this to your Compliance Officer or to the Ethics Office. Youre expected to cooperate fully with all efforts to resolve any such conflict. The routine activities on the following pages can give rise to an actual or perceived conflict of interest.
(Reference: Business Conflicts of Interest)
Even if the conflict does not create an improper action, the appearance of a conflict of interest can be equally damaging to our reputation.
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Q & A
Q: My line of business is considering asking a local vendor that we use from time to time to donate small gifts to a local charity. Since were not getting anything of value, can we assume this is allowable?
A: No. This is inappropriate. Asking vendors or suppliers to donate gifts, even if nominal in amount and for a charitable purpose, gives the impression that they must honor our request to continue doing business with the company.
GIFTS AND ENTERTAINMENT
Our clients, suppliers and vendors are vital to BNY Mellons success. Thats why its imperative that these relationships remain objective, fair, transparent and free from conflicts. While business gifts and entertainment can be important to building goodwill, they can also affect the relationship if your ability to exercise sound business judgment becomes blurred. To prevent misunderstandings, its recommended that, at the beginning of the business relationship, you discuss with your clients, suppliers and vendors what is permissible under our Code.
Fundamentally, interactions with existing or prospective clients, suppliers and vendors are business relationships that should be treated accordingly. The inappropriate giving or receiving of gifts and entertainment can erode the distinction between a business and a personal relationship. An appropriate benchmark is whether public disclosure of any gift or entertainment you accept or give would embarrass you or damage BNY Mellons reputation.
If your judgment begins to be influenced inappropriately by a close relationship with a client, supplier or vendor, then you have crossed the line and you should remove yourself from that relationship.
The basic principle is that no gift or entertainment may be accepted or provided if it obligates you, or appears to obligate you, to the individual receiving or giving the gift or entertainment . Gifts and entertainment should be defined in the broadest sense to include money, securities, business opportunities, goods, services, discounts on goods or services, entertainment, corporate tickets, company sponsored events, food, drink, and any similar items.
In addition to the rules noted on the next page that apply across the company, certain lines of business may have more restrictive rules and requirements. You are expected to know and follow the more rigorous standards that may apply to your job or your location.
19
The following are NOT allowed, regardless of the value:
|
Accepting or giving anything as a quid pro quo, that is for doing something in return for the gift or entertainment, |
|
Accepting or giving cash or cash equivalents (e.g., checks, cash convertible gift certificates or cards, securities and loans), |
|
Accepting or giving a gift or entertainment that violates any law or regulation or brings harm to BNY Mellons reputation, |
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Accepting or giving anything that could be viewed as a bribe, payoff or improper influence, |
|
Accepting or giving a gift or entertainment that violates any standard of conduct for your profession, especially if you hold a license or a certification, |
|
Using your position in any way to obtain anything of value from prospective or existing clients, suppliers, vendors or persons to whom you refer business, |
|
Providing entertainment that is lavish or too frequent for an existing or prospective client, vendor or supplier, |
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Participating in any entertainment that is inappropriate, sexually oriented or inconsistent with ethical business practices, |
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Accepting gifts or entertainment from, or giving them to, any vendor or supplier during the selection or sourcing process, whether or not you are the primary relationship manager or involved directly in the negotiation to secure the products or services, |
|
Participating in any action that would cause the other person to violate their own companys standards for gifts and entertainment, and |
|
Providing gifts or entertainment to an existing or prospective client, supplier or vendor not recorded properly in the company books and records |
Q & A
Q: I am vacationing in the Caribbean and my client has a home on the island that Im visiting. Shes been asking me to stay in her home. Ill make sure we discuss business and I may even be able to get some business referrals from her friends. There wont be any expense to BNY Mellon. Can I stay in the clients home?
A: No. Staying in a clients home is inappropriate. Your client is a business associate, not a personal friend. This type of entertainment could be viewed as improper and could bring harm to the companys reputation if disclosed to the public. The fact that the company is not paying for any expenses is not relevant. You should thank the client for the kind suggestion, explain our policy and politely decline the offer.
20
Q & A
Q: Im worried about the impression my office is giving to the community. We host what I consider to be lavish parties for prospective clients and some people seem to be constantly entertaining clients. Should I be worried?
A: It depends. It could be that your colleagues are engaging in legitimate business entertainment. Its possible that the entertainment complies with the Code of Conduct and company policies, and you may not have all the facts. You should talk to your manager or the next level of management about your concern. If youre uncomfortable doing this or you get an unsatisfactory answer, contact the Ethics Help Line or the Ethics Hot Line to report your concern doing business with the company.
The following require express pre-approval or reporting via CODE RAP before you proceed. Approval is required whether youre the recipient of the gift or entertainment, or youre providing such to a client, vendor or supplier:
|
Accepting a gift or bequest under a will or trust document of a client of BNY Mellon, regardless of the amount, |
|
Attending special, high-profile events, such as World Cup matches or Super Bowl games, regardless of the stated amount on the tickets, |
|
Giving or receiving any gift or entertainment that exceeds amounts permissible in company policy (entertainment includes meals, refreshments or other accommodations, but should only be considered business entertainment if given in connection with a legitimate business meeting), and |
|
Giving gifts or entertainment to any U.S. government employee/entity (U.S. or non-U.S.) |
|
The laws surrounding gifts or entertainment to government officials are complex, so you should ask your manager for assistance or contact the Anti- Corruption and Government Contracting Unit of Compliance with questions. |
The following are usually acceptable, but you should raise questions if youre in doubt:
|
Gifts based upon obvious family or long-standing, personal relation- ships (such as those between you and your parents, children, spouse or a childhood friend), where the circumstances make it clear that those relationships are the motivating factor for the gift, rather than the business relationship, |
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Gifts of a nominal value (under $200 U.S. or local equivalent), but only if the gift is given in connection with a commonly recognized event or occasion (e.g., holiday, job event such as a promotion or retirement, life event such as a wedding, or a business event such as a conference, sports or cultural event). Even in these situations, you must report the gift or entertainment to your direct manager, |
|
Promotional items of a nominal value, such as pens, calendars, paperweights, |
|
Items with little intrinsic value, such as plaques, certificates and trophies recognizing service and accomplishments for civic, charitable, educational or religious organizations, |
21
|
Discounts or rebates on merchandise or services that do not exceed those available to the general public or available to you as an employee of the company, and |
|
Loans from other financial institutions, so long as they are on customary terms for legally permissible purposes. |
If you receive a gift not in compliance with these requirements, you must immediately return the gift to the sender . If appropriate, you should send a letter explaining the companys policy or your business lines policies.
(Reference: Gifts, Entertainment and Other Expenses to Commercial Clients, Suppliers or Vendors Policy and Anti-Corruption Policy)
OUTSIDE EMPLOYMENT AND BUSINESS DEALINGS
Certain types of outside employment or business dealings may cause a conflict of interest or the appearance of a conflict. Its your responsibility to recognize these situations. Any activity that diminishes your ability to perform your job duties objectively, b enefits you at the expense of BNY Mellon, competes with any business or service provided by the company, or has the potential to damage our reputation will not be permitted .
Certain types of outside employment or business dealings may not be accepted while employed by BNY Mellon, including:
|
Employment or association with companies or organizations that prepare, audit or certify statements or documents pertinent to the companys business, |
|
Employment with clients, competitors, vendors or suppliers that you deal with in the normal course of your job duties, and |
|
Any business relationship with a client, prospect, supplier, vendor or agent of the company (other than normal consumer transactions conducted through ordinary retail sources). |
Q & A
Q: A colleague of mine works part-time for a company that provides office supplies, such as paper and pens, to BNY Mellon. Should I be concerned that his outside employment could be a conflict?
A: It does not seem likely this would be a conflict, so long as your colleague is not involved in the decision making process to purchase supplies from the outside company or approve invoices or payments to the supplier. If youre concerned, you may want to talk with your manager. In addition, you can always contact your Compliance Officer or the Ethics Office for guidance.
22
Certain types of outside employment and business dealings require approval from the company before acceptance. You must seek approval via CODE RAP. Depending upon your job duties or other regulatory requirements, your request may be denied or limits may be placed upon your activities. The following positions require approval:
|
Employment involving the use of a professional license even if that license is not required for you to perform your current duties (e.g., FINRA, real estate, insurance, certified accountant and attorney), |
|
Employment involving providing tax advice or tax return preparation, |
|
Any type of employment in the financial services industry, |
|
Employment that could compete with the company or divert business opportunities in any way, |
|
Any position that is similar in nature to your present job duties and involves a knowledge transfer to the other organization, |
|
Jobs that adversely affect the quality of your work, distract your attention from your job duties or otherwise influence your judgment when acting on behalf of the company, |
|
Employment of any kind that would negatively impact the companys financial or professional reputation, and |
|
Serving as an expert witness, industry arbitrator or other similar litigation support that is unrelated to BNY Mellon, as these activities generally take a significant amount of time and have the potential to create conflicts of interest (e.g., taking a position that is contrary to company policies or procedures or otherwise conflicts with the interests of our clients). |
Even if your outside employment is approved or permissible under the Code, you may not solicit employees, clients, vendors or suppliers, nor may you utilize the companys name, time, property, supplies or equipment . All approvals granted for outside employment expire after one year. Annual re-approval via CODE RAP is required since facts and circumstances may change.
(Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation)
23
OUTSIDE SERVICE AS A DIRECTOR, TRUSTEE, OFFICER, INVESTMENT COMMITTEE MEMBER, PARTNER OR BUSINESS OWNER OF A FOR-PROFIT BUSINESS OR A NOT-FOR-PROFIT ORGANIZATION
You must obtain prior approval from the Ethics Office through CODE RAP if you wish to serve as a Director, Trustee, Officer, Partner or Business Owner of any for-profit business OR for certain not-for-profit (NFP) organizations if any of the following conditions exist:
|
There is an existing or proposed client, business or financial relationship between the NFP organization and BNY Mellon, including receiving charitable contributions, grants or foundation money from BNY Mellon. |
|
The NFP organization is a trade or industry organization (e.g., Financial Industry Regulatory Authority or the Chartered Financial Analyst Institute). |
|
You receive any type of direct or indirect compensation (e.g., cash, securities, goods, services, tax benefit, etc.). |
|
You have been asked by BNY Mellon to serve the NFP organization. |
|
The organization/entity is any type of government agency or your position/ role is considered to be a public official (whether elected or appointed). |
Additionally, you must obtain prior approval from the Ethics Office through CODE RAP to serve as a member of an Investment Committee that makes or oversees decisions or recommendations with respect to investing the assets of a for-profit or a not-for-profit organization.
You may not serve until you have full approval from BNY Mellon as required by policy and documented in CODE RAP . If you are compensated, you may be required to surrender the compensation if there is a potential conflict of interest or youre serving the outside entity on behalf of BNY Mellon. Annual re-approval via CODE RAP is required as facts and circumstances may change, so you may not be given permission to serve every year.
Even if the service does not require approval, you must notify BNY Mellon of any anticipated negative publicity, and you must follow these guidelines while you serve:
|
Never attempt to influence or take part in votes or decisions that may lead to the use of BNY Mellon or its affiliates products, services or other types of benefit to the company; the entitys records must reflect that you recused yourself from such a vote or discussion. |
|
You must ensure the entity conducts its affairs lawfully, ethically, and in accordance with prudent management and financial practices. If you cannot, then you must resign. |
|
You cannot divulge any confidential or proprietary information |
|
If you learn of any Material Non Public Information (MNPI) you must contact the Control Room or your local Compliance Officer to report each instance |
(Reference: Accepting Compensation When Serving as a Board Member or Senior Officer of an Outside Entity)
Q & A
Q: Ive been asked to sit on the board of a local non-profit group. They use our Wealth Management group to manage their charitable giving program. I dont have any business dealings with the non-profit group and dont work in Wealth Management. Do I have to report this?
A: Yes. The non-profit entity is a client of BNY Mellon. It does not matter which line of business has the client relationship, or whether or not you have any business dealings with the group. You must submit a CODE RAP form and receive approval before you agree to serve.
24
OWNERSHIP OF AN OUTSIDE BUSINESS
If you own a business (either as a sole proprietor or partial owner), you must seek approval for this ownership via CODE RAP. Youll be required to provide pertinent details, such as any relationship with BNY Mellon (including employees), any compensation/ payment received, time required and potential conflicts of interest (actual or in appearance). Annual re-approval via CODE RAP is required as facts and circumstances may change.
(Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation)
FIDUCIARY APPOINTMENTS
Fiduciary appointments are those where you act as a trustee, executor, administrator, guardian, assignee, receiver, custodian under a uniform gifts to minors act, investment adviser, or any capacity in which you possess investment discretion on behalf of another or any other similar capacity. In general, youre strongly discouraged from serving as a fiduciary unless youre doing so for a family member. All requests to serve as a fiduciary, with the exception of serving for a family member who is not a BNY Mellon client, require approval through CODE RAP.
If there is a client relationship, there may be restrictions or controls placed on your service, or you may be denied the ability to serve in such a fiduciary capacity.
In all situations where youre acting as a fiduciary, you must follow these guidelines:
|
Do not represent that youre performing the same professional services that are performed by a bank, or that you have access to such services, |
|
Do not accept a fee for acting as a co-fiduciary with a bank, unless you receive approval from the board of directors of that bank, and |
|
Do not permit your appointment to interfere with the time and attention you devote to your BNY Mellon job duties. |
PERSONAL INVESTMENT DECISIONS
Your personal investments, and those of certain family members, could lead to conflicts of interest. Therefore, youre required to comply with the companys Personal Securities Trading Policy, including adhering to the restrictions placed on trading in BNY Mellon securities and a strict prohibition against insider trading.
Certain employees will have additional restrictions placed on their personal investments that may include reporting and pre-clearing various types of securities transactions. You must be familiar with the responsibilities that apply to your job and youll be expected to follow those rules.
In addition, if you have (or anyone who reports to you has) responsibility for a client, supplier or vendor relationship as part of your job duties, you must be cautious about potential investments in that business or its securities, particularly for privately held or thinly traded public companies and ensure your full compliance with the Personal Securities Trading Policy.
25
DEALINGS WITH FAMILY AND CLOSE PERSONAL FRIENDS
You should be particularly sensitive to business situations involving family members, household members or close personal friends. In general, a family member or close personal friend should not have any business dealings with you or with anyone who reports to you. This also includes situations where your family members or close personal friends provide an indirect service to a client for whom you have responsibility.
You must disclose any such situation to your manager and your Compliance Officer and cooperate with all efforts to resolve such conflicts.
(Reference: Hiring and Continued Employment of Employees Relatives or Individuals Sharing Employees Household)
Q & A
Q: A colleague of mine works part-time for a company that provides office supplies, such as paper and pens, to BNY Mellon. Should I be concerned that his outside employment could be a conflict?
A: It does not seem likely this would be a conflict, so long as your colleague is not involved in the decision making process to purchase supplies from the outside company or approve invoices or payments to the supplier. If youre concerned, you may want to talk with your manager. In addition, you can always contact your Compliance Officer or the Ethics Office for guidance.
Q & A
Q: My son works for a consulting company that BNY Mellon routinely hires for software development. My job does not require that I interact with him and I have no influence or input over the decision to hire the consulting company. Is this okay?
A: It doesnt appear that there are any conflicts of interest with your son working for the consulting company and your job at BNY Mellon. To be certain, discuss this matter with your manager or your Compliance Officer, so that you can be sure there are no conflicts with this situation.
26
All transactions with your clients, suppliers or vendors must be handled strictly on an arms-length basis, meaning that the terms of all transactions must not even suggest the appearance of a personal advantage
CORPORATE OPPORTUNITIES
You owe a duty to BNY Mellon to advance its legitimate business interests when the opportunity arises. You and your family members are prohibited from personally benefiting from opportunities discovered through the use of company property or information that you directly or indirectly obtained through your position at BNY Mellon.
Your actions must not compete in any way with businesses the company engages in, and you may neither ask for, nor accept, a business opportunity that may belong to BNY Mellon or could appear to belong to it.
You may not give legal, tax or other professional advice to clients, prospects, vendors or suppliers of the company. You may not give investment advice to clients, prospects, vendors or suppliers of the company, unless this activity is part of your regular job responsibilities. You must also be cautious if clients, prospects, suppliers or other employees seek your guidance or your recommendation of a third party professional who provides these services, such as an attorney, accountant, insurance broker, stock broker, or real estate agent.
If you make such a recommendation, you must follow these requirements:
|
Provide several candidates and ensure you show no favoritism toward any of them |
|
Disclose in writing that the recommendations are in no way sponsored or endorsed by the company |
|
Do not accept any fee (now or in the future), nor may you expect any direct or indirect benefit (e.g., more business from a better relationship) from the recommendation |
27
ITS YOUR
OBLIGATION TO
DO WHATS RIGHT.
CONDUCTING BUSINESS
We secure business based on honest competition in the marketplace, which contributes to the success of our company, our clients and our shareholders. We compete in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime.
FAIR COMPETITION AND ANTI-TRUST
ANTI-CORRUPTION AND IMPROPER PAYMENTS
COMBATING FINANCIAL CRIME AND MONEY LAUNDERING
KEY PRINCIPLE:
CONDUCTING BUSINESS
FAIR COMPETITION AND ANTI-TRUST
BNY Mellon is committed to fair dealing with our clients, suppliers, competitors and employees. The company is also committed to open competition as we believe this benefits our clients, the company and the community at large. We compete vigorously but only in full compliance with the laws and regulations of the numerous jurisdictions in which we do business, and in the spirit of honesty and integrity.
All BNY Mellon entities must comply with the various fair competition and fair dealing laws that exist in many countries and anti-trust laws in the U.S. The general purpose of these laws is to protect the markets from anti-competitive activities. Some examples of such anti-competitive activities are those that involve entering into formal or informal agreements, whether written or oral, with competitors regarding:
|
Fixing prices or terms, or any information that impacts prices or terms, |
|
Allocating markets, sales territories or clients, including sharing marketing plans or strategic documents, |
|
Boycotting or refusing to deal with certain suppliers, vendors or clients (unless required by a law or governing body, such as the Office of Foreign Assets Control), and |
|
Making the use of a product or service from a supplier or vendor conditional upon their use of our services or products. |
The principles of fair dealing require us to deal fairly with our clients, suppliers, competitors and employees. Unfair advantage may not be taken through:
|
Manipulation, |
|
Concealment, |
|
Abuse of privileged information, |
|
Misrepresentation of material facts, or |
|
Any other unfair-dealing practices. |
Q & A
Q: A close friend works for a competitor of BNY Mellon. We sometimes talk about the challenges we have in marketing certain products and bounce ideas off one another. Is this a problem?
A: Yes. Youre discussing confidential information that belongs to the company. You may also be violating anti-trust or anti-competitive laws. Do not talk about these types of matters with your friend, family members or anyone outside of the company.
30
The competition and anti-trust laws are many and complex, so if you have any question as to whether a particular activity is legal or in compliance with the spirit of these laws, you should contact a member of the Legal department. The following points reinforce the significance and complexity of these laws:
|
The laws can vary within the same country or organization. For example, several states within the |
|
U.S. have fair competition laws, in addition to the federal anti-trust laws. Likewise, within the EU, individual countries may have laws that apply in addition to EU laws, |
|
The laws of certain countries may apply to conduct that takes place outside of that country (e.g., the U.S. and EU), |
|
Violations of these laws typically carry harsh penalties. Most permit significant monetary penalties for both the company and the individual employee, and some permit convicted individuals to be imprisoned, |
|
Meetings at professional gatherings, trade associations or conferences are particularly vulnerable to potential violations. If youre involved in any discussion with a competitor that begins to suggest anti-competitive or anti-trust activity, or gives the appearance of this kind of activity, you must inform the competitor that the discussion must cease. If it does not, you must remove yourself from the group. Immediately report the incident to the Legal department to protect both you and the company, and |
|
Many countries competition laws have provisions that make it illegal to monopolize or to abuse a dominant position in a market. You should check with the Legal department if youre a senior manager of a business and have concern about these issues. |
Complying with fair competition and anti-trust laws also means that you may not use information or materials that belong to our competitors. This includes using information that a former employee of a competitor may bring with them to BNY Mellon. We succeed in the marketplace based on our own merits and do not engage in corporate espionage or unethical means to gain advantage on the competition . Youre expected to comply fully with the letter and the spirit of all fair competition and anti-trust laws
31
ANTI-CORRUPTION AND IMPROPER PAYMENTS
Most countries in which we do business have laws that prohibit bribes to governments, their officials and commercial (non-government) clients. The term officials can be applied broadly to include officials of political parties, political candidates, employees of governments and employees of government-owned businesses. BNY Mellon employees are subject to the Foreign Corrupt Practices Act and the UK Bribery Act. You must comply with these laws regardless of the line of business in which you work or your country of residence.
Any attempt to pay or offer money or anything of value to influence the actions or decisions of such officials may result in a violation of the above-referenced laws. Violation of these laws is a serious offense which can lead to significant penalties for the company and for you individually. Youre required to comply fully with the Companys Anti-Corruption Policy and adhere to all associated rules including the following:
|
Do not offer or give anything of value (including gifts, meals, entertainment or other benefits) to a U.S. or non-U.S. official to obtain or retain business or secure any improper advantage. |
Note in particular that things of value may include jobs or internships or offers thereof. Company Policies require that any and all candidates for employment (whether permanent, limited duration or as an intern) proceed through the formal HR recruiting process. You must not engage in informal recruiting, hiring or hiring discussions outside of the formal HR recruiting process. In addition, things of value may also include consulting, contractor or temporary work assignments at BNY Mellon, whether or not a third party employment staffing agency is involved. You must adhere to all internal controls applicable to such arrangements.
|
Do not agree to hire or exert any influence in the hiring of any client or potential client or any relative or other person in whom the client or potential client may be interested, |
|
Do not accept or present anything if it obligates you, or appears to obligate you and ensure that all hospitality, entertainment and gifts are in accordance with applicable corporate policies and preceded by all required internal approvals, |
|
Do not attempt to avoid laws by making payments through third parties: be cautious when selecting or dealing with agents or other third-party providers, |
|
Never make any payment that you do not record on company books and records, or make misleading accounting entries, |
|
Seek guidance when circumstances are unclear or youre asked to make or approve a payment or take any other action that makes you uncomfortable, and |
|
Report any observations of others engaging in any behavior that you believe is improper. |
32
Q & A
Q: A longtime client started a new company that purchases medical equipment for a facility in the Middle East. The payments are made via wire transfers from an account of another company she owns in the Cayman Islands. The bank account of the Cayman Island company is located in a European country. Should I be concerned?
A: Yes. Transferring funds to or from countries unrelated to the transaction, or transfers that are complex or illogical is a significant red flag. Youre obligated to file an Incident Report no later than 72 hours from the time you identify the activity as suspicious.
COMBATING FINANCIAL CRIME AND
MONEY LAUNDERING
Money laundering is the process by which individuals or entities attempt to conceal unlawful funds or other- wise make the source of the funds appear legitimate. As a member of the financial services community, you have a special obligation to support law enforcement throughout the world to combat various types of financial crime, such as attempts to launder money for criminal activity and finance terrorist operations. Youre expected to comply fully with all anti-money laundering laws and only conduct business with reputable clients involved in legitimate business activities that use funds derived from lawful purposes.
It is critical to the health of the company that every employee adheres to the companys strict know-your-customer policies. In addition to our global policies, individual lines of business have detailed policies and procedures that address unique requirements and circumstances. Youre expected to know those procedures and follow them. Ask your manager for guidance. Knowing your customer means following established customer identification protocols for your business line, validating that the individual or entity, and the source of their funds, is legitimate.
Failing to detect suspicious transactions or doing business with any person or entity involved in criminal or terrorist activities puts the company and you at serious risk. Accordingly, the company will not tolerate any circumstance where an individual or business unit circumvents anti-money laundering policies or procedures or fails to report suspicious activity. No amount of revenue and no client relationship are worth the risk of doing business with those involved in criminal or terrorist activity. If you suspect or detect any suspicious activity, you must file an Incident Report as soon as possible, and no later than 72 hours after detection. No manager or executive has the authority to suppress such reports.
(References: Global Anti-Money Laundering/Know-Your-Customer Policy; Tax Evasion Prevention Policy; Anti-Money Laundering Training Policy; Policy on Identifying, Investigating, and Reporting Fraud, Money Laundering etc.)
33
ITS YOUR
OBLIGATION TO
DO WHATS RIGHT.
WORKING WITH GOVERNMENTS
We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government.
YOUR OBLIGATIONS
BASIC PRINCIPLES
KEY PRINCIPLE:
WORKING WITH GOVERNMENTS
YOUR OBLIGATIONS
BNY Mellon conducts business with national and local governments and with government-owned entities. While you must always follow the standard of Doing Whats Right with any client, you should be aware that there are special rules when doing business with a government. Some practices that are acceptable when a private company is your client, such as nominal gifts or entertainment, may cause problems, or in some cases be a violation of law, when working with governments.
If youre involved in any part of the process of providing services to a government entity, you have a special obligation to follow the basic principles in this section of the Code. These principles also apply in circumstances where you may be supervising the work of third parties in support of a government client (e.g., consultants, contractors, temporary workers or suppliers).
If youre a manager or recruiter who has responsibility for hiring decisions, you may have additional, unique requirements. For example, certain jurisdictions, such as the U.S., have laws concerning employment discussions and the hiring of former government officials and their family members or lobbyists. Check with your local Human Resources representative or the Legal department in such circumstances to be sure youre following requirements of the law.
Q & A
Q: I have clients in a country where some businesses have been nationalized and are now owned and run by the state. Are the people I deal with in these circumstances considered to be officials of the government?
A: You should assume the answer is yes. The laws can be complicated, so contact the Legal department for guidance.
Q & A
Q: Im hosting a dinner for a few of the larger clients in my region. One of the clients I was going to invite is the representative for the account we manage for the State of New Jersey. Do I have to notify anyone?
A: Yes. You may not proceed until youve received approval via CODE RAP from the Anti-Corruption and Government Contracting Unit of Compliance.
36
BASIC PRINCIPLES
|
Know the restrictions or limitations on presenting and receiving hospitality. |
- |
Do not offer or accept gifts to or from representatives of governments that do not comply with company policies, |
- |
Never accept or offer anything of value meant to induce or influence government employees or officials as this gives the appearance of a bribe, and |
- |
Dont tip government officials or offer inducement payments. |
- |
Do not accept or present anything if it obligates you, or appears to obligate you. |
|
Observe a higher standard of care. |
- |
Never destroy or steal government property, |
- |
Dont make false or fictitious statements, or represent that agreements have been met if they havent, |
- |
Dont deviate from contract requirements without prior approval from the government, and |
- |
Never issue invoices or charges that are inaccurate, incorrect or unauthorized. |
|
Cooperate with government investigations and audits. |
- |
Dont avoid, contravene or otherwise interfere with any government investigation or audit, and |
- |
Dont destroy or alter any company documents (whether electronic or paper) in anticipation of a request for those documents from the government. |
Its important to note that in addition to the basic principles above, if your client is a U.S. federal, state or local government, there are very specific legal requirements and company policies that you must follow.
These obligations apply to all businesses that deal with U.S. federal, state or local entities or officials, regardless of the location or the line of business providing the service, even in locations outside the U.S.
(References: Doing Business with the Government; Government Contracts; Gifts, Entertainment and Payments to Governments)
37
ITS YOUR
OBLIGATION TO
DO WHATS RIGHT.
PROTECTING COMPANY ASSETS
We ensure all entries made in the companys books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client.
FINANCIAL INTEGRITY
ADDITIONAL STANDARDS FOR SENIOR FINANCIAL PROFESSIONALS
USE OF COMPANY ASSETS
PROTECTING CLIENT AND EMPLOYEE RECORDS AND OBSERVING
OUR PRIVACY PRINCIPLES
RECORDS MANAGEMENT
USE OF COMPUTERS, SYSTEMS AND CORPORATE INFORMATION
INSIDE OR PROPRIETARY INFORMATION
KEY PRINCIPLE:
PROTECTING COMPANY ASSETS
FINANCIAL INTEGRITY
BNY Mellon is committed to keeping honest, accurate and transparent books and records. Youre expected to follow established accounting and record-keeping rules, and to measure and report financial performance honestly. Investors count on us to provide accurate information so they can make decisions about our company. All business records must be clear, truthful and accurate, and follow generally accepted accounting principles and laws.
You may not have any secret agreement or side arrangements with anyone a client, another employee or their family member, or a supplier, vendor or agent of the company.
The financial condition of the company reflects records and accounting entries supported by virtually every employee. Business books and records also include documents many employees create, such as expense diaries and time sheets.
Falsifying any document can impact the financial condition of the company. As a public company, BNY Mellon is required to file reports with government agencies and make certain public statements. Many people and entities use these statements, including:
|
Accountants to calculate taxes and other government fees, |
|
Investors to make decisions about buying or selling our securities, and |
|
Regulatory agencies to monitor and enforce our compliance with government regulations. |
Youre expected to maintain accurate and complete records at all times. Financial integrity is fundamental to our success, and falsification or misrepresentation of any company books, records or reports will not be tolerated.
Q & A
Q: I think a co-worker is submitting reports that indicate she worked overtime that she did not actually work. I dont want to get anyone in trouble, so what should I do?
A: Reporting hours not worked is a form of theft. This is a serious issue and may be a violation of law. You must report your concern to your manager or Human Resources. If youre uncomfortable raising this issue with your manager, file an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern
40
ADDITIONAL STANDARDS FOR SENIOR FINANCIAL PROFESSIONALS
If youre responsible for the accuracy of the companys financial filings with regulators, you have a higher duty to ensure your behavior fol- lows the most stringent standards of personal and professional conduct. This includes the Chief Executive Officer, President, Chief Financial Officer, Company Controller, and such other individuals as determined by the General Counsel. Individuals in this group must adhere to the following additional standards:
|
Disclose to the General Counsel and Chief Compliance and Ethics Officer any material transaction or relationship that could reasonably be expected to be a conflict of interest, |
|
Provide stakeholders with information that is accurate, complete, objective, fair, relevant, timely and understandable, including information in filings and submissions to the US Securities and Exchange Commission and other regulatory bodies, |
|
Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be compromised, |
|
Never mislead or improperly influence any authorized audit or interfere with any auditor engaged in the performance of an internal or independent review of the companys system of internal controls, financial statements or accounting books and records, and |
|
Promptly report any possible violation of the companys Code of Conduct to the General Counsel and Chief Compliance and Ethics Officer. |
USE OF COMPANY ASSETS
Company assets include, but are not limited to, company funds, equipment, facilities, supplies, postal and electronic mail, and any type of company-owned information. It also includes your time and the time of those with whom you work youre expected to use your time at work responsibly. Company assets are to be used for legitimate business purposes and not for your personal gain. Youre expected to use good judgment to ensure that assets are not misused or wasted.
The companys name and brand is a vital asset. To ensure that we maintain the integrity and value of the brand, it is imperative to adhere to the brand guidelines when using the name, logo or any reference to the brand. Details about the brand and brand guidelines are listed at the Brand Center site on MySource.
In addition to keeping within brand guidelines to ensure that the name and brand are used appropriately, the following is another important principle to protect these assets. You should not imply, directly or indirectly, any company sponsorship, unless you have prior and proper approval. This includes refraining from using the companys name to endorse a client, supplier, vendor or any third party without the approval of Corporate Marketing. You may not proceed with any such use of the companys name or endorsement without first receiving approval through CODE RAP.
(Reference: Use of the Companys Name in Advertising or Endorsements of Customers and Others)
Careless, wasteful, inefficient or inappropriate use of any company assets is irresponsible and inconsistent with our Code of Conduct. Any type of theft, fraud or embezzlement will not be tolerated.
41
PROTECTING CLIENT AND EMPLOYEE RECORDS AND OBSERVING OUR PRIVACY PRINCIPLES
The company is responsible for ensuring the privacy, confidentiality and controlled access to all client and employee information. All of our stakeholders expect us to collect, maintain, use, disseminate and dispose of information only as necessary to carry out responsibilities or as authorized by law .
Nearly every employee in the company has access to private information, so youre expected to adhere to the following key principles concerning privacy:
|
Collection of client and employee information must be controlled. This means that the collection of such information must be permitted under law and only for a legitimate business purpose. |
|
Storage and transport of all forms of collected client and employee information must be controlled and safeguarded. This means that information collected must be maintained in a secured environment, transported by approved vendors and access provided only to those who need to view the information to perform their job duties. |
|
Use of client and employee information must be controlled. If the law or company policy provides that the client or employee be given a right to opt-out of certain uses of information, then you must respect that right. |
|
Disposal of client and employee information must be controlled. You should only retain information for the time period necessary to deliver the service or product and in compliance with applicable retention periods. When its necessary to dispose of information (regardless of the media on which the information is stored) you must do so in a manner appropriate to the sensitivity of the information. |
|
Any compromise of client or employee information must be reported. If youre aware of or suspect that client or employee information has been lost, stolen, missing, misplaced or misdirected, or that theres been unauthorized access to information, you must immediately report the matter through the companys incident reporting process. |
Know how to protect records and make sure to follow company policies at all times. The loss of any protected data can be extremely harmful to the company financially and damage our reputation.
(Reference: Information Privacy Policy, Corporate Information Protection Policy)
Q & A
Q: As part of my groups job duties, were able to view the accounts of wealthy clients. I overheard one of my colleagues talking to his brother on the phone about the balance in a clients account that happens to be a very prominent sports figure. I dont think this is right, but what should I do?
A: Youre correct in being concerned. Your colleague had no right to disclose personal information about a client to anyone who has no legitimate business need for the information. File an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.
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GLOBAL RECORDS MANAGEMENT PROGRAM
You must follow company and local policies for retention, management and destruction of records. If theres an investigation, or if litigation is pending or anticipated, certain records may need to be retained beyond established destruction periods. In most cases youll be notified of the need to retain documents by the Legal department, if appropriate.
Records should be defined in the broadest sense meaning that they include any information created or received that has been recorded on any medium or captured in reproducible form. Records also include any document that is intentionally retained and managed as final evidence of a business units activities, events or transactions, or for operational, legal, regulatory or historical purposes.
The media and formats of records take many forms, including:
|
Papers, e-mails, instant messages, other electronically maintained documents, |
|
Microfilms, photographs and reproductions, |
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Voice, text and audio tapes, |
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Magnetic tapes, floppy and hard disks, optical disks and drawings, and |
|
Any other media, regardless of physical form or characteristics that have been made or received in the transaction of business activities. |
(Reference: Records Management Program)
USE OF COMPUTERS, SYSTEMS AND CORPORATE INFORMATION
As an employee, you have access to the companys computers, systems and corporate information to do your job. This access means you also have the obligation to use these systems responsibly and follow company policies to protect information and systems.
Electronic systems include, but are not limited to:
|
Personal computers (including e-mail and instant messages) and computer networks, |
|
Telephones, cell phones, voice mail, pagers and fax machines, and |
|
Other communications devices, such as PDAs (e.g. Blackberry, iPad, etc.) |
Never send sensitive or confidential data over the Internet or over phone systems without following established company policies to protect such information.
You should have no expectation of privacy when you use these systems, except as otherwise provided by applicable law . Youre given access to the companys systems to conduct legitimate company business and youre expected to use them in a professional and responsible manner. The company reserves the right to intercept, monitor and record your communication on these systems in accordance with applicable law.
Youre expected to protect the security of these systems and follow company policies concerning access and proper use (such as maintaining passwords). In rare cases, where there is a necessary and legitimate business reason, you may disclose your password to another employee who has the right to access the information associated with your password; however, you must file a CODE RAP report immediately and observe all necessary steps to restore
43
the confidentiality of your password. Also, the occasional use of company systems for personal purposes is acceptable, but youre expected to use good judgment and comply with company policies. Keep personal use to a minimum and use company systems wisely and in a manner that would not damage the companys reputation.
Youre permitted to use the companys systems if you follow these rules:
|
Messages you create should be professional and appropriate for business communication, including those created via e-mail or instant messaging. |
|
Never engage in communication that may be considered offensive, derogatory, obscene, vulgar, harassing or threatening (e.g., inappropriate jokes, sexual comments or images, comments that may offend, including those based upon gender, race, age, religious belief, sexual orientation, gender identity, disability or any other basis defined by law). |
|
Do not distribute copyrighted or licensed materials improperly. |
|
Do not transmit chain letters, advertisements or solicitations (unless theyre specifically authorized by the company). |
|
Never view or download inappropriate materials. |
(References: Electronic Mail Policy; Corporate Information Protection Policy)
Q & A
Q: My co-worker sometimes sends sensitive client data via the Internet to a vendor we use to help solve problems. Im concerned because I dont think this information is protected properly. He says its okay because the vendor is authorized to receive the data and the problems that need to be resolved are time-sensitive. Should I be worried?
A: Yes. This is a serious matter, and you must talk to your manager immediately. Your co-worker could be putting clients and BNY Mellon at great risk. If you dont raise your concern, you may be as responsible as your co-worker for violating company policies. If youre uncomfortable raising this issue with your manager, file an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.
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Q & A
Q: I discovered that an investor in one of our funds has requested to withdraw a significant amount of money from the fund. I manage a clients money and he has an investment in the same fund. To protect my clients interest, I want to pull his money out of the fund because its performance will likely drop. Even though the withdrawal is not yet known by the public, is this okay because I have a fiduciary duty to my client and Im not benefiting personally by trading on behalf of my client?
A: No. Youre in possession of material non- public information and you may not trade the securities of that fund. Your duty to comply with securities laws supersedes any duty you have to your client. You should immediately contact the Legal department to discuss this situation.
INSIDE OR PROPRIETARY INFORMATION
As an employee, you may have knowledge about the companys businesses or possess confidential information about the private or business affairs of our existing, prospective or former clients, suppliers, vendors and employees. You should assume all such information is confidential and privileged and hold it in the strictest confidence. Confidential information includes all non-public information that may be of use to competitors, or harmful to the company or its clients, if disclosed.
It is never appropriate to use such information for personal gain or pass it on to anyone outside the company who is not expressly authorized to receive such information. Other employees who do not need the information to perform their job duties do not have a right to it. Youre expected to protect all such information and failure to do so will not be tolerated.
If youre uncertain about whether you have inside or proprietary information, you should treat the information as if it were and check with your manager or a representative from the Legal department. The following list contains examples of inside or proprietary information.
Inside Information
Inside information is material non-public information relating to any company, including BNY Mellon, whose securities trade in a public market. Information is deemed to be material if a reasonable investor would likely consider it important when deciding to buy or sell securities of the company, or if the information would influence the market price of those securities.
If youre in possession of material non-public information about BNY Mellon or any other company, you may not trade the securities of that company for yourself or for others, including clients . Nearly all countries and jurisdictions have strict securities laws that make you, the company and any person with whom you share the information, legally responsible for misusing inside information. The companys Securities Firewalls Policy provides instructions on the proper handling of inside information and the company will not tolerate any violation of this policy. Certain employees have significant restrictions placed on their trading in BNY Mellon securities or the securities of other companies. You must know the restrictions relative to your job and follow company policies and applicable securities laws.
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Proprietary Information
Proprietary information includes business plans, client lists (prospective and existing), marketing strategies, any method of doing business, product development plans, pricing plans, analytical models or methods, computer software and related documentation and source code, databases, inventions, ideas, and works of authorship. Any information, inventions, models, methods, ideas, software, works or materials that you create as part of your job responsibilities or on company time, or that you create using information or resources available to you because of your employment by the company, or that relate to the business of the company, belong to the company exclusively and are considered proprietary information.
Proprietary information also includes business contracts, invoices, statements of work, requests for investment or proposal, and other similar documents. Any information related to a client, supplier or vendor financial information (including internal assessments of such), or credit ratings or opinions is considered proprietary. You should also assume all information related to client trades, non-public portfolio holdings and research reports are proprietary. The same is true regarding reports or communications issued by internal auditors, external regulators or accountants, consultants or any other third-party agent or examiner.
Company-produced policies, procedures or other similar work materials are proprietary and, while they may be shared with other employees, they cannot be shared with anyone outside of the company without prior consent of the policy owner and legal counsel.
These restrictions on the communication of proprietary information notwithstanding, employees are permitted to communicate certain proprietary information to regulatory authorities as detailed in the sections Direct Communication with Government and Regulatory Authorities and Communication of Trade Secrets to Government and Regulatory Authorities above.
(References: Securities Firewalls, Personal Securities Trading Policy, Ownership and Protection of Intellectual Property)
Your obligation to protect inside or proprietary information extends beyond the period of your employment with the company. The information you use during your employment belongs to the company and you may not take or use this information after you leave the company.
46
ITS YOUR
OBLIGATION TO
DO WHATS RIGHT.
SUPPORTING OUR COMMUNITIES
We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way we interact with our communities and the public at large.
POLITICAL ACTIVITIES
INVESTOR AND MEDIA RELATIONS
CHARITABLE CONTRIBUTIONS AND CORPORATE SPONSORSHIP
PARTICIPATING IN TRADE ASSOCIATIONS, CONFERENCES AND
SPEAKING ENGAGEMENTS
Q & A
Q: An outside attorney with whom I work from time to time on company business cannot attend an exclusive fundraiser for a high-level political candidate. He offered me his ticket. The event is to be held at a very wealthy persons home in my community and this will be a great way to solicit business. The company is not paying for the ticket and the fundraiser will be on my own time. May I attend?
A: Only if you have the written approval of the Chief Executive Officer, the General Counsel and the Chief Compliance and Ethics Officer. Your attendance at this event is indirectly related to your job and may give the appearance that youre acting as a representative of the company or that the company sponsors the political candidate. It does not matter that BNY Mellon did not purchase the event ticket or that youre going on your own time. To the public, your attendance is connected to the company. So you may not go without obtaining proper authorization prior to the event.
KEY PRINCIPLE:
SUPPORTING OUR COMMUNITIES
POLITICAL ACTIVITIES
Personal Political Activity
BNY Mellon encourages you to keep informed of political issues and candidates and to take an active interest in political affairs. However, if you do participate in any political activity, you must follow these rules:
|
Never act as a representative of the company unless you have written permission from the Chief Executive Officer, the General Counsel, and the Chief Compliance and Ethics Officer of the company. |
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Your activities should be on your own time, with your own resources. You may not use company time, equipment, facilities, supplies, clerical support, advertising or any other company resources. |
|
You may not use company funds for any political activity, and you will not be reimbursed or compensated in any way for a political contribution. |
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Your political activities may not affect your objectivity or ability to perform your job duties. |
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You may not solicit the participation of employees, clients, suppliers, vendors or any other party with whom the company does business. |
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You may be required to pre-clear personal political contributions made by you, and in some cases, your family members. |
(Reference: Political Contributions Policy)
Lobbying
Lobbying is generally defined as any activity that attempts to influence the passage or defeat of legislation. Lobbying activities are broad and may cover certain grass roots activities where groups of people, such as company employees, are contacted to encourage them to call public officials for the purpose of influencing legislation. Lobbying is prevalent in the U.S. and is gaining influence within the EU and other locations.
If you are engaged in lobbying, there may be disclosure requirements and restrictions on certain activities. If your job duties include any of the following activities, you must contact Marketing & Corporate Affairs or the Legal department for guidance:
49
|
Government contract sales or marketing |
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Efforts to influence legislation or administrative actions, such as accompanying trade associations in meetings with government officials concerning legislation |
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Meeting with legislators, regulators or their staffs regarding legislation |
Lobbying does not include situations where a government agency is seeking public comment on proposed regulations.
(Reference: Procurement Lobbying)
Corporate Political Activities
The laws of many countries, including the U.S., set strict limits on political contributions made by corporations. Contributions are defined broadly to include any form of money, purchase of tickets, use of company personnel or facilities, or payment for services. BNY Mellon will make contributions only as permissible by law, such as those through company-approved political action committees.
INVESTOR AND MEDIA RELATIONS
Investor Relations
All contacts with institutional shareholders or securities analysts about the company must be made through the Investor Relations group of the Finance department. You must not hold informal or formal discussions with such individuals or groups, unless you are specifically authorized to do so. Even if you are authorized, you cannot provide special access or treatment to shareholders or analysts. All investors must have equal access to honest and accurate information.
Media Relations
Corporate Communications must approve all contacts with the media, including speeches, testimonials or other public statements made on behalf of the company or about its business. You may not respond to any request for interviews, comments or information from any television channel, radio station, newspaper, magazine or trade publication, either on or off the record, unless you have express authorization from Corporate Communications.
If you are contacted or interviewed about matters unrelated to your job or to the company, you may not identify BNY Mellon as your employer, and you may not make comments about BNY Mellon.
(Reference: Inquiries from the Media, Financial Analysts, and Securities Holders; Use of the Companys Name in Advertising or Endorsements of Customers and Others)
Q & A
Q: I have been asked to provide a statement about BNY Mellons experience with a vendors product that we use. The vendor wants to use my quote on their website or in other marketing materials. Is this okay?
A: It depends. Before agreeing to any such arrangement, you should contact Corporate Communications. BNY Mellon carefully protects its reputation by being highly selective in providing such endorsements. Do not proceed until you have the approval of your manager and Corporate Communications.
50
CHARITABLE CONTRIBUTIONS AND CORPORATE SPONSORSHIP
The company encourages you to take part in charitable, educational, fraternal or other civic affairs, as long as you follow these basic rules:
|
Your activities may not interfere or in any way conflict with your job duties or with company business. |
|
You may not make any gifts or contributions to charities or other entities in the name of, or on behalf of, the company. |
|
You may not imply the companys sponsorship for or support of any outside event or organization without the approval of the most senior executive of your line of business. |
|
You may not use your position for the purpose of soliciting business or contributions for any other entity. |
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You must be cautious in the use of company letterhead, facilities or even your business card so that there is no implied or presumed corporate support for non-company business. |
From time to time the company may agree to sponsor certain charitable events. In these situations, it may be proper to use company letterhead, facilities or other resources (such as employees time or company funds). Ask your manager if youre unclear whether or not the event in question is considered to be company sponsored.
(Reference: Use of the Companys Name in Advertising or Endorsements of Customers and Others)
PARTICIPATING IN TRADE ASSOCIATIONS, CONFERENCES AND SPEAKING ENGAGEMENTS
You may participate in trade association meetings and conferences. However, you must be mindful that these situations often include contact with competitors. You must follow the rules related to fair competition and anti-trust referenced in this Code and company policies.
In addition, meetings where a client, vendor or supplier pays for your attendance should be rare and only occur when it is legally allowed, in compliance with company policy and pre-approval has been obtained via CODE RAP.
If you perform public speaking or writing services on behalf of BNY Mellon, any form of compensation, accommodations or gift that you or any of your immediate family members receive must be reported through CODE RAP. Remember, any materials that you may use must not contain any confidential or proprietary information. The materials must be approved by the Legal Department and the appropriate level of management that has the topical subject matter expertise.
(Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation)
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ADDITIONAL HELP
This section contains additional questions and answers about the requirements of our Code. Remember, ignorance or a lack of understanding is not an excuse for violating the Code. The company has established many resources to help deal with questions you may have regarding compliance with the Code. Youre expected to take advantage of these resources.
Q: A friend of mine is running for political office and I would like to help her out with her campaign. Can I do this?
A: Yes. Your personal support is your personal business. Just make sure that you do not use company assets, including company time or its name to advance the campaign. In addition, be aware that certain political contributions must be reported and/or per-cleared.
Q: I was leaving the office and a journalist asked me if I could answer a few questions. I told him no and left the car park, but I felt bad about not talking to him. Should I have answered his questions?
A: Not at that time. You did the right thing by saying no. You should contact Corporate Communications and tell them of the request. They will determine whether it will be all right for you to talk to the media. If you receive a future request, suggest the journalist contact Corporate Communications directly.
Q: I am running for the local school board and I want to use the office copier to make copies of my campaign flyer. Is that okay?
A: No. Company property and equipment may not be used for a political purpose without authorization from Marketing & Corporate Affairs. Running for any public office is considered to be a political purpose. Accepting any political appointment or running for office requires approval via CODE RAP.
Q: To thank a client of mine, I want to give him tickets to attend a local football match. He mentioned that his company does not permit this type of entertainment, but I know he would love to go to the match. If he doesnt care about his own companys policy, can I give him the tickets?
A: No. If you know that giving him the tickets will violate his own companys policy, do not give the gift. Just as we want clients to respect our limits on gifts, we must do the same.
Q: One of the vendors were considering for an assignment offered to take me to a local golf course to play a round and have dinner. He wants to talk about his companys proposal so that we can make a more informed decision. Well be talking about business, and there wont be much money spent on a round of golf and a modest dinner. Is this okay?
A: No. Youre evaluating vendors to provide a service. Its always inappropriate to receive or give entertainment when the company is in the middle of a selection process.
Q: One of my vendors offered to send me to a conference at no cost to BNY Mellon. Can I accept the invitation?
A: No. Accepting a free trip from a vendor is never permissible. If youre interested in attending the conference, speak to your manager. Most costs associated with your attendance at the conference must be paid by your department. Youll be required to file a CODE RAP form if your manager agrees its appropriate to attend the conference and youre requesting permission to permit the vendor to pay for part of your conference attendance.
52
Q: Were entitled to a large payment from a government client if we certify that weve met
all service level agreements on time. Were not sure whether a few very minor items have been completed, but theyre not that important to the service. Its close to the end of the quarter and wed like to realize the payment. Is it okay to send the invoice and certify that the agreements have all been met now?
A: No. You cannot submit the invoice and certification until youre certain that all requirements of the agreement have been met. Submission of an incorrect certification could subject the company, and you, to criminal penalties, so it is vitally important that any certification submitted to the government be completely accurate.
Q: A colleague called while on vacation requesting that I check her e-mail to see if she received an item she was expecting. She gave me her logon identification and password, requesting that I call her back with the information. Can I do this?
A: No. Passwords and other login credentials must be kept confidential and cannot be used by, or shared with, fellow employees. In rare instances when there is a business need that requires you to share your password, youre required to file a CODE RAP form immediately afterward.
Q: I would like to take a part-time job working for my brothers recycling business. His business has no relationship with the company and the work Ill be doing for him is not at all similar to what I do in my job here at the company. Can I do this and do I have to file any forms?
A: Yes you may, as long as the time you spend there does not interfere with your job at the company and you dont use any company equipment or supplies. You dont need to file a CODE RAP form, since youre not the sole proprietor or partial owner of the business. However, if you work in certain lines of business (such as a broker dealer), you may need to notify Compliance. Check with your manager or Compliance officer if youre uncertain.
Q: I observed a colleague in our supply area filling up a box full of pens, paper and other items. I asked her what she was doing, and she told me that her sons school was short on supplies, so she was trying to help out. She said our company can afford the supplies more than her sons school and that it was the right thing to do. I am friendly with my colleague and I dont want to get her in trouble. What should I do?
A: Your colleague is stealing from the company and you must file an Incident Report. The supplies purchased by our company are to be used for business needs only. Your colleague had no right to take these supplies for any purpose, even if it seems like a good cause.
REMEMBER
All BNY Mellon employees are expected to follow the Code of Conduct, even if they disagree with its contents.
If faced with a situation in which youre unsure of the correct action to take, contact your manager, an Ethics Officer, Compliance Officer, Legal Representative or Human Resources Business Partner for help. There are many resources at your disposal to help you. Dont hesitate to use them and Do Whats Right!
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©2018 The Bank of New York Mellon Corporation. All rights reserved. | PE-1199 09/2018 |
Personal Securities Trading Policy
Compliance
I-A-045
Posting Date: June 8, 2018
Applicable to: All BNY Mellon employees
Information Classification: Public |
|
I-A-045: Personal Securities Trading Policy
Table of Contents
A. |
Introduction/Purpose |
1 | ||||||
B. |
Applicability and Scope |
1 | ||||||
C. |
Policy Details/Discussion |
1 | ||||||
1. |
General Requirements |
1 | ||||||
2. |
Additional Requirements |
4 | ||||||
3. |
Compliance with this Policy |
4 | ||||||
4. |
Reporting Violations |
4 | ||||||
5. |
Policy Administration |
4 | ||||||
D. |
Roles and Responsibilities |
5 | ||||||
1. |
Ethics Office |
5 | ||||||
2. |
Function-Level Compliance Unit |
6 | ||||||
3. |
Business Management |
6 | ||||||
4. |
Legal Department |
7 | ||||||
5. |
Technology Department |
7 | ||||||
6. |
Investment Ethics Council (IEC) |
7 | ||||||
E. |
Questions |
7 | ||||||
F. |
Ownership |
7 | ||||||
G. |
Related Policies |
7 | ||||||
H. |
Revision History |
7 | ||||||
Appendix A: Requirements for Monitored Employees |
9 | |||||||
A. |
Monitored Personal Trading Activity |
9 | ||||||
B. |
PTA Reporting |
9 | ||||||
1. |
Initial Reporting |
9 | ||||||
2. |
Annual Reporting |
9 | ||||||
C. |
Updating PTA |
9 | ||||||
1. |
New Accounts |
9 | ||||||
2. |
Gifts and Inheritances |
10 | ||||||
3. |
Updating Holdings |
10 | ||||||
D. |
Approved Broker-Dealers |
10 | ||||||
E. |
Account Statements and Trade Confirmations |
10 | ||||||
F. |
Classification-Specific Requirements |
10 |
June 8, 2018 |
Page ii |
I-A-045: Personal Securities Trading Policy
June 8, 2018 |
Page iii |
I-A-045: Personal Securities Trading Policy
A. |
Exempt Securities |
22 | ||||||
B. |
Preclearing Trades in PTA |
22 | ||||||
C. |
Trading in Company Securities |
22 | ||||||
1. |
General Restrictions |
22 | ||||||
2. |
Company 401(k) Plan |
22 | ||||||
3. |
Company Employee Stock Options |
22 | ||||||
4. |
Company Employee Stock Purchase Plan (ESPP) |
22 | ||||||
5. |
Blackout Period Trading Implications Profit Disgorgement/Loss Recognition |
23 | ||||||
Appendix F: Trade Preclearance Requirements |
24 | |||||||
A. |
General Preclearance Requirements |
24 | ||||||
1. |
Obtain Preclearance Prior to Initiating a Transaction |
24 | ||||||
2. |
Execute Trade within Preclearance Window (Preclearance Expiration) |
24 | ||||||
3. |
Exemptions from the Requirement to Preclear |
24 | ||||||
B. |
Preclearance Rules for Company Stock in Retirement and Benefit Plans |
25 | ||||||
1. |
Company 401(k) Plan |
25 | ||||||
2. |
Company Employee Stock Options |
25 | ||||||
3. |
Company Restricted Stock/Units |
26 | ||||||
4. |
Company Employee Stock Purchase Plan (ESPP) |
26 | ||||||
Appendix G: Summary of Select Policy Requirements by Employee Classification |
27 | |||||||
Appendix H: Definitions |
29 |
June 8, 2018 |
Page iv |
I-A-045: Personal Securities Trading Policy
A. |
Introduction/Purpose |
Employees or other supervised persons (as defined in the Investment Advisers Act of 1940 the Advisers Act) of the Bank of New York Mellon Corporation and its subsidiaries (the Company) are subject to certain laws and/or regulations governing the personal trading of securities/financial instruments (collectively referred to as securities throughout this policy) including the securities laws of various jurisdictions, Rule 204A-1 of the Advisers Act, and Rule 17j-1 of the Investment Company Act of 1940. In order to ensure that all employees personal investments are free from conflicts of interest and are in full compliance with the laws and regulations of all jurisdictions in which the Company does business, the Company has established limitations on personal trading. This policy describes the requirements and restrictions related to personal securities transactions.
B. |
Applicability and Scope |
All employees of the Company that are deemed to be controlled by the Company or have otherwise agreed to be bound by its provisions are subject to this policy. This includes all full-time and part-time, benefited and non-benefited, and exempt and non-exempt employees. The policys applicability to consultants and contract or temporary employees (including interns) is determined on a case-by-case basis.
C. |
Policy Details/Discussion |
1. |
General Requirements |
The following general requirements apply to all employees of the Company. In addition to the below standards of conduct, employees must also comply with any additional requirements as described in the next section of this policy (See Additional Requirements).
a) |
Fiduciary Duty |
In some circumstances, the Company and its employees may owe a fiduciary duty to a client. Among the duties that an employee owes a client when acting as a fiduciary on their behalf is not to engage in personal securities transactions that may be deemed to take inappropriate advantage of his/her position in relation to that client. You must be mindful of this obligation, use your best efforts to honor it, and report promptly to the Ethics Office and your Compliance Officer any Company employee that fails to meet this obligation. With respect to the potential conflicts of interest that personal securities trading activity or other actions may engender, please also refer to the Companys Code of Conduct and the policy on Corporate Policy I-A-035, Business Conflicts of Interest .
b) |
Protecting Material Nonpublic Information and Compliance with Securities Laws |
In carrying out your job responsibilities, you must, at a minimum, comply with all applicable legal requirements and securities laws. As an employee, you may receive information about the Company, its clients, or other parties that for various reasons must be treated as confidential. With respect to these parties, you are not permitted to divulge to anyone (except as may be permitted by your business and in accordance with approved procedures) current portfolio positions (different rules will determine what is deemed to be current), current or anticipated portfolio transactions, or programs or studies of the Company or any client. You must comply with measures in place to preserve the confidentiality of information. Refer to the Companys Code of Conduct for additional guidance.
Securities and/or Market Abuse laws generally prohibit the trading (including initiating, amending, or cancelling an order) of securities (see Appendix H: Definitions ) while aware of material nonpublic information (MNPI) regarding the issuer of those securities
June 8, 2018 |
Page 1 |
I-A-045: Personal Securities Trading Policy
and/or about the portfolio holdings, transactions or recommendations with respect to fiduciary accounts; this is generically known as insider trading.
Unlawful disclosure/Tipping laws may apply to any person who passes along MNPI upon which a trade or order is based. Employees who possess MNPI about an issuer of securities (whether that issuer is the Company, another company, a client or supplier, any fund or other issuer) must not trade in that issuers securities, either for their own accounts or for any account over which they exercise investment discretion.
Employees who possess MNPI about an issuer of securities must not induce another person to engage in insider trading or trade where the person using the recommendation or inducement knows or ought to know that it is based upon MNPI.
Refer to the Companys Securities Firewalls Policy (Corporate Policy I-A-046) for guidance in determining when information is material and/or nonpublic and how to handle such information.
c) |
Trading in BNY Mellon Securities |
All employees who trade in Company securities must be aware of their responsibilities to the Company and must be sensitive to even the appearance of impropriety. The following restrictions apply to all transactions in the Companys publicly traded securities, whether owned directly (i.e., in your name) or indirectly (see indirect ownership in Appendix H, Definitions ).
● |
Short Sales You are prohibited from engaging in short sales of Company securities. |
● |
Short-Term Trading You are prohibited from purchasing and selling or from selling and purchasing any Company securities within any 60 calendar day period. In addition to other potential sanctions, you will be required to disgorge any profits on such short-term trades as calculated in accordance with procedures established by the Ethics Office. This included transactions in the BK Stock Fund held within the BNY Mellon 401(k). |
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Margin Transactions You are prohibited from purchasing Company securities on margin; however, you may use Company securities to collateralize full-recourse loans for non-securities purposes or for the acquisition of securities other than those issued by the Company. |
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Option Transactions You are prohibited from engaging in any derivative transaction involving or having its value based upon any securities issued by the Company (or the values thereof), including the buying and writing of over- the-counter and exchange traded options. |
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Major Company Events You are prohibited from transacting in the Companys securities if you have knowledge of major Company events that have not been publicly announced. This prohibition expires 24 hours after a public announcement is made. |
d) |
Trading in Non-Company Securities |
You must be sensitive to any impropriety in connection with your personal securities transactions in securities of any issuer, including those owned indirectly (see indirect ownership in Appendix H, Definitions ). You must refer to the Companys Code of Conduct for employee investment restrictions with parties that do business with the Company. In addition, you are prohibited from front running and scalping.
e) |
Spread Betting |
Taking bets on securities pricing to reflect market movements activities as a mechanism for avoiding the preclearance restrictions on personal securities trading arising under the provisions of this policy is prohibited. Such transactions themselves
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constitute transactions in securities for the purposes of the policy and are subject to all of the provisions applicable to other non-exempted transactions.
f) |
Initial Public Offerings |
You are prohibited from acquiring securities through an allocation by the underwriter of an initial public offering (IPO) without the prior approval of the Ethics Office or, in some cases, the Investment Ethics Council (IEC). Approval is only given when the allocation comes through an employee of the issuer, who has a direct family relationship to the BNY Mellon employee. Approval may not be available to employees of registered broker-dealers due to certain laws and regulations (e.g., FINRA rules in the U.S.). If you have any questions as to whether a particular offering constitutes an IPO, consult the Ethics Office before submitting an indication of interest to purchase the security.
g) |
Private Placements |
● |
Acquisition You are prohibited from acquiring any security in a private placement unless you obtain prior written approval from the Ethics Office, your Compliance Officer, and the Senior Leadership Team member who represents your business or department. In some cases, employees may be required to receive prior written approval from the IEC. In order to receive approval, employees must complete and submit to the Ethics Office the Private Placement/Volcker Covered Fund Request Form, which can be found on MySource or can be obtained by sending an email to the PST Private Placements mailbox at pstprivateplacements@bnymellon.com . |
● |
Subsequent Actions Should you participate in any subsequent consideration of credit for the issuer or of an investment in the issuer for an advised account, you are required to disclose your investment to your Compliance Officer . The decision to transact in such securities for an advised account is subject to independent review. |
● |
Divesture of a Private Placement that is an Affiliated Fund of BNY Mellon Employees who wish to divest are required to obtain pre-approval from the Ethics Office prior to redemption. An Affiliated Fund Redemption Request Form can be found on MySource or may be obtained by sending an email to the PST Private Placements mailbox at pstprivateplacements@bnymellon.com . |
h) |
Volcker Covered Funds |
● |
Acquisition You are prohibited from acquiring any initial or subsequent investment in a Volcker Covered Fund (the list of funds can be found at the Volcker Compliance site on MySource) unless you obtain prior written approval from the Ethics Office, your Compliance Officer, and the Senior Leadership Team member who represents your business or department. In some cases, employees may be required to receive prior written approval from the IEC. You should be aware that under the Volcker Rule, neither you nor your immediate family, may make such an investment unless your job duties are directly related to providing investment advisory, commodity trading advisory or other services to the fund. In order to receive approval, employees must complete and submit to the Ethics Office the Private Placement/Volcker Covered Funds Request Form, which can be found on MySource or may be obtained by sending an email to PST Private Placements mailbox at pstprivateplacements@bnymellon.com . |
● |
New Employees Any new hire who directly or indirectly (through an immediate family member) holds an investment in a Volcker Covered Fund must receive permission to continue to hold that investment. In order to receive approval, employees must complete and submit to the Ethics Office the Private Placement/Volcker Covered Funds Request Form, which can be found on MySource or may be obtained by sending an email to the PST Private |
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Placements mailbox at pstprivateplacements@bnymellon.com . If the holding is not permitted under the Volcker Rule, the employee will be required to divest the ownership interest. |
Contact your Compliance Officer if you have questions regarding requirements related to the Volcker Rule. |
2. |
Additional Requirements 1 |
This policy imposes additional requirements and limitations on employees based on the nature of their job activities; therefore, each employee is assigned a classification. Classification assignments are the responsibility of business/functional-level compliance and business management, in consultation with the Ethics Office. The Ethics Office notifies employees of their designation into one or more of the following classifications:
Access Decision Maker (ADM) Employee* | Dreyfus/FINRA Employee* | |||
Investment Employee* | Pre-Release Earning Group (PREG) Employee* | |||
Insider Risk Employee* | Fund Officer* | |||
Fund Service Employee* | Non-Classified Employee |
3. |
Compliance with this Policy |
Generally, as an employee of the Company, you may be held personally liable for any improper or illegal acts committed during the course of your employment; non-compliance with this policy may be deemed to encompass one of these acts. Accordingly, you must read this policy and comply with the spirit and the strict letter of its provisions. Failure to comply may result in the imposition of serious sanctions, which may include, but are not limited to, the disgorgement of profits, cancellation of trades, selling of positions, suspension of personal trading privileges, dismissal, and referral to law enforcement or regulatory agencies.
The provisions of the policy have worldwide applicability and cover trading in any part of the world, subject to the provisions of any controlling local law. To the extent any particular portion of the policy is inconsistent with, or in particular less restrictive than such laws, you must consult with the Manager of the Ethics Office.
4. |
Reporting Violations |
To report a known or suspected violation of this policy, immediately contact the Ethics Office or your Compliance Officer. You may also report known or suspected violations anonymously through BNY Mellons Ethics Help Line or Ethics Hot Line .
5. |
Policy Administration |
Various departments, business units, teams, and employees within the Company are responsible for managing, overseeing, and/or providing support for the administration of this policy. The specific responsibilities and procedural requirements for these various administrators are described in Section D .
1 |
With the exception of Non-Classified Employees, employees in all other classifications are considered to be Monitored Employees [ denoted by an (*) ]. Due to the nature of their job activities and in addition to the General Requirements of this policy, Monitored Employees are also subject to the requirements listed in Appendix A (Requirements for Monitored Employees) . Non-Classified Employees do not have any additional requirements. |
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D. |
Roles and Responsibilities |
1. |
Ethics Office |
The Corporate Ethics Office, led by the Chief Compliance and Ethics Officer (CCEO), must:
● |
Develop, interpret and administer the Policy. ( Note : Amendments of the policy will be made, or waivers of its terms will be granted, at the discretion of the Manager of the Ethics Office only and with the concurrence of other officers or directors of the Company, where required (e.g., U.S. mutual fund directors). Any waiver or exemption must be evidenced in writing to be official.) |
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Maintain the following records in a readily accessible place, for five years from their creation (unless otherwise noted below): |
◾ |
A copy of each version of the Policy, including amendments, in existence for any period of time; |
◾ |
A record of any violation of the Policy and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred; |
◾ |
A record of acknowledgement of receipt of the Policy by each person who currently, or at any time in the prior five years, was required to receive a copy pursuant to some law, rule, or regulation; |
◾ |
All holdings or transaction reports made pursuant to the terms of the Policy (only the past two years in a readily accessible place); |
◾ |
A list of names and designations of all employees of the company who are designated as supervised persons of an SEC Registered Investment Advisor; |
◾ |
A record of any decision and supporting reasons for approving the acquisition of securities by personnel subject to the Policy in limited offerings. |
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Identify all Compliance Officers who are responsible for reviewing employee reports and other records. |
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Set standards for compliance monitoring and testing of compliance with this Policy. |
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Maintain electronic systems to support personal trading and ensure system enhancements are properly controlled and tested prior to implementation. |
● |
Provide training during major acquisitions, significant system implementations or modifications. |
● |
Use their best efforts to assure that requests for preclearance, personal securities transaction reports and reports of securities holdings are treated as personal and confidential. (The company may be required by law to review, retain, and in some circumstances, disclose such documents. Therefore, such documents must be available for inspection by appropriate regulatory agencies and by other parties within and outside the Company as are necessary to evaluate compliance with or sanctions under the Policy or other requirements applicable to the Company.) |
● |
Oversee the activities of the IEC. |
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Determine appropriate sanctions for Policy violations and maintain a record of all such sanctions. |
Notify the violator and his/her manager of policy violations and the sanctions imposed.
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Maintain a list (the Restricted List) of companies whose securities employees in their line of business or firm are restricted from trading for various reasons. Such trading restrictions may be appropriate to protect the Company and its employees from potential violations, or the appearance of violations, of securities laws. This |
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list must not be distributed outside of the Compliance Office or Ethics Office and its contents are confidential.
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Calculate and collect proof of employee disgorgement of profits to a recognized charity. |
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Ensure an annual certification of compliance with the Policy is collected. |
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Where agreed upon with a line of business or sector, oversee collection of reporting requirements including obtaining required securities account statements and trade transaction details, and monitoring to trading to detect violations of Policy. |
● |
Oversee approvals of investments in initial public offerings, acquisitions of private investments, and withdrawal requests for affiliated hedge/private equity funds. |
● |
Review account documentation to determine if an employee account can be deemed a non-discretionary (managed) account. |
2. |
Function-Level Compliance Unit |
Compliance units at the Function level, under the supervision of Business Compliance Directors, must:
● |
Ensure that employees are properly classified under the Policy, including consultants, independent contractors and other temporary employees. |
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Provide training to employees on the Policy or various systems utilized for compliance. |
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Report violations of the Policy to the Ethics Office and to the Board of Directors at the appropriate investment subsidiary, if necessary. |
● |
Ensure data required to perform compliance monitoring (e.g., Restricted Lists, Portfolio Manager Codes, Designated Approvers) is provided to the Ethics Office. |
● |
Oversee collection of reporting requirements including obtaining required securities account statements and trade transaction details and monitoring to trading to detect violations of Policy, unless the Ethics Office is performing those functions for the line of business. |
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Oversee the timely completion of all required employee reports and certifications. |
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In consultation with business management, construct and provide a list of securities appropriate for Policy restrictions. |
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Approve requests for investment that have been delegated by Policy or the Ethics Office to the line of business. |
● |
Provide timely updates to the list of Proprietary Funds (those that are advised, sub- advised or underwritten by the line of business) to the Ethics Office. |
3. |
Business Management |
Management of the companys business and business partner groups will:
● |
Ensure that managers communicate an employees classification under this Policy and that proper training of the Policy requirements has been provided. |
● |
In consultation with the function-level compliance unit, construct and provide a list of securities appropriate for Policy restrictions. |
● |
Enforce compliance with the Policy. |
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4. |
Legal Department |
The Legal Department of the company has the following responsibilities:
● |
Provide legal analysis of new and revised legislation of all jurisdictions regarding personal securities trading laws and regulations. |
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Participate in the review of Policy amendments. |
5. |
Technology Department |
The Technology Department of the company has the following responsibilities:
● |
Provide support for internally hosted applications to ensure systems function properly, including various files are properly loaded into the system. |
● |
Develop an alert process to detect any failed or non-received files. |
● |
Ensure all software updates or hardware installations are adequately tested. |
6. |
Investment Ethics Council (IEC) |
The company formed an Investment Ethics Council, which is composed of investment, legal, risk management, compliance and ethics representatives of the company and its affiliates. The IEC will:
● |
Approve any substantive amendments (along with appropriate concurrence of third parties) to the Policy. |
● |
Provide interpretive guidance to the Ethics Office when requested. |
● |
Approve/disapprove actions taken in connection with the personal trading activities of employees subject to the Policy. |
● |
Oversee the personal trading activities of employees designated as ADM Employees. |
E. |
Questions |
Questions regarding this policy or personal securities trading must be directed to the Securities Trading Policy Help Line by phone at 1-800-963-5191 or by email at securitiestradingpolicyhelp@bnymellon.com . If calling from outside of the United States or Canada, dial the appropriate international access code and then 1-800-963-5191-2.
F. |
Ownership |
The Ethics Office owns this policy.
G. |
Related Policies |
● |
I-A-010: Code of Conduct |
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I-A-035: Business Conflicts of Interest |
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I-A-046: Securities Firewall Policy |
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I-C-170: Policy on Rule 10b5-1 Plans |
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I-A-040: Market Abuse Policy |
H. |
Revision History |
● |
June 8, 2018 (current; the document was reviewed and reapproved without changes, pending substantive revisions anticipated for July 2018) |
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April 3, 2018 (revised to include existing requirement for pre-approval prior to divesting from an affiliated fund; other minor edits) |
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December 22, 2017 (added definition of personal trading activity) |
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August 15, 2017 (update to Appendix G, Selected Policy Requirement Fields (Preclear Trades & Preclear Proprietary Funds) |
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May 31, 2017 (update to Senior Leadership Team name) |
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June 22, 2016 (updates to align with Market Abuse Policy definitions; additions to Related Policies; not otherwise reviewed) |
● |
November 18, 2015 (information classification re-labelled from internal use only to public) |
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November 13, 2015 (updated Appendices D, G and H) |
● |
April 27, 2015 (addition of language related to Volcker Funds) |
● |
December 1, 2014 (reviewed and reformatted) |
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November 2013 |
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I-A-045: Personal Securities Trading Policy
Appendix A: Requirements for Monitored
Employees
In addition to the General Requirements as described in this policy, Monitored Employees (i.e., all employees excluding Non-Classified Employees) are also subject to the following requirements:
A. |
Monitored Personal Trading Activity |
In order to ensure compliance with securities laws and to avoid even the appearance of a conflict of interest, the Ethics Office monitors the personal trading activities of Monitored Employees. Trading is monitored electronically via the Personal Trading Assistant (PTA) System. The Ethics Office will grant Monitored Employees secure access to the PTA so that they can fulfill their PTA reporting requirements as described below.
B. |
PTA Reporting |
1. |
Initial Reporting |
Within 10 calendar days of being assigned a classification, you must file an Initial Broker Accounts Report and an Initial Holdings Report in the PTA. The Initial Broker Accounts Report must contain a listing of all accounts that trade or are capable of trading securities (excluding exempt securities) and that are owned directly by you or of which you have indirect ownership. The Initial Holdings Report must contain a listing of all securities (excluding exempt securities) held in the aforementioned accounts and any securities (excluding exempt securities) held outside of these accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.). Both the Initial Broker Accounts Report and the Initial Holdings Report must be an accurate recording of security accounts and security holdings within the last 45 calendar days after receiving your employee classification.
Note : Monitored Employees are required to report any directly- or indirectly-owned accounts that have the capability of holding securities (excluding exempt securities), regardless of what the accounts are currently holding. For example, if an account contains only exempt securities but has the capability of holding non-exempt securities, the account must be reported.
2. |
Annual Reporting |
On an annual basis and within 30 calendar days after the end of the year, Monitored Employees are required to file an Annual Holdings Report in the PTA. The Annual Holdings Report must contain a current listing of securities (excluding exempt securities) held in all accounts that trade or are capable of trading securities (excluding exempt securities) and that are owned directly by you or of which you have indirect ownership. The Annual Holdings Report must also contain a current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.). The securities information included in the report must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this annual reporting requirement, Monitored Employees must also certify that they have read, understand, and complied with this policy.
C. |
Updating PTA |
1. |
New Accounts |
Monitored Employees are responsible for adding to the PTA as soon as possible any new brokerage accounts that are opened after the Initial Broker Accounts Report has been
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submitted. This requirement applies to both accounts that are owned directly by you or of which you have indirect ownership.
2. |
Gifts and Inheritances |
Monitored Employees who give or receive a gift of securities (excluding exempt securities) or receive an inheritance that includes securities (excluding exempt securities) must report the activity in the PTA within 10 calendar days. The report must disclose the name of the person receiving or giving the gift or inheritance, date of the transaction, and name of the broker through which the transaction was effected (if applicable). A gift of securities must be one where the donor does not receive anything of monetary value in return.
3. |
Updating Holdings |
You are required to update in the PTA any changes to your securities (excluding exempt securities) holdings that occur as a result of corporate actions, dividend reinvestments, or similar activity. These adjustments must be reported as soon as possible, but no less than annually. Non-U.S.-based Monitored Employees, including Fund Service and Fund Officer Employees, are required to submit to Local Compliance, upon receipt from their broker, trade confirmations or contract notes for trades in non-exempt securities.
D. |
Approved Broker-Dealers |
All U.S.-based Monitored Employees must maintain any directly- or indirectly-owned brokerage accounts at specific broker-dealers that have been approved by the company. Monitored Employees living outside the U.S. are not subject to this requirement. U.S.-based Monitored Employees should refer to MySource to obtain the current list of approved broker-dealers. Any exceptions to this requirement must be approved, in writing, by the Ethics Office.
E. |
Account Statements and Trade Confirmations |
U.S.-based Monitored Employees who receive an exception to the approved broker-dealer requirement or who are in the process of moving their account(s) to an approved broker-dealer must instruct their non-approved broker-dealer, trust account manager, or other entity holding their securities to submit duplicate statements and trade confirmations directly to the company. Non-U.S.-based Monitored Employees are required to submit their trade confirmations/contract notes and account statements to their Local Compliance. This requirement applies to both directly- and indirectly-owned accounts and includes any account that has the capability of holding securities (excluding exempt securities) regardless of what the account is currently holding. For securities held outside of an account (such as those held directly with an issuer or maintained in paper certificate form), Monitored Employees must comply with the companys request to confirm transactions and holdings.
F. |
Classification-Specific Requirements |
In addition to the General Requirements of the policy and the preceding Requirements for Monitored Employees, ADM, Investment, Insider Risk, Fund Service, Fund Officer, and PREG Employees must also adhere to the requirements of their assigned classification(s). Employees should refer to Appendices B through E for the specific additional requirements of their assigned classification(s).
G. |
Summary |
Refer to Appendix G for a summary of select policy requirements by employee classification.
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Appendix B: Requirements for ADM Employees
In addition to the General Requirements of this policy and the Requirements for Monitored Employees ( Appendix A ), employees who are classified as ADM Employees are also subject to the following requirements:
A. |
Proprietary Funds |
Proprietary Funds are non-exempt securities for ADM Employees. As such, ADM Employees are required to report in the PTA any Proprietary Funds held in brokerage accounts or directly with the mutual fund company. A list of Proprietary Funds is published on MySource or can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com .
B. |
PTA Reporting |
Quarterly Reporting
In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, ADM Employees are also subject to Quarterly Reporting. On a quarterly basis and within 30 calendar days after the end of the quarter, ADM Employees are required to file a Quarterly Transactions Report in the PTA. The Quarterly Transactions Report must contain the following:
● |
A listing of all transactions in securities (excluding exempt securities) that occurred throughout the most recent calendar quarter; |
● |
A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership; |
● |
A current listing of securities (excluding exempt securities) held in the aforementioned accounts, and; |
● |
A current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.). |
All reported information must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.
C. |
Preclearing Trades in PTA |
ADM Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities). ADM Employees must preclear trades in Proprietary Funds. Refer to Appendix F for trade preclearance requirements and see below for details regarding de minimis transactions and Proprietary Fund transactions in the Companys 401(k) plan.
1. |
De Minimis Transactions |
ADM Employees will generally not be given preclearance approval to execute a transaction in any security for which there is a pending buy or sale order for an affiliated account (other than an index fund) in the business unit where the ADM Employee has access to information about pending transactions. In certain circumstances, the Preclearance Compliance Officer may approve certain de minimis transactions even when the firm is trading such securities. Note: Some ADM Employees who are also Portfolio Managers
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may not be eligible for this de minimis exemption. Questions should be directed to the Preclearance Compliance Officer or the Ethics Office.
a) |
Restrictions and Conditions |
● |
Employee preclearance is required prior to executing the transaction. |
● |
If the transaction is a 60 day trade, recognized profit disgorgement will be applicable. (Refer to Section C for information about profit disgorgement on short-term trades.) |
● |
Preclearance Compliance Officers are limited to applying this de minimis standard to only two trades in the securities of any one issuer in each calendar month. |
● |
Employees must cooperate with the Preclearance Compliance Officers request to document market capitalization amounts. |
b) |
Transaction Limits |
The following transaction limit is available for this de minimis exception: The dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies with a market capitalization of $5 billion or higher. Note : Currency is listed in USD. For all other countries, use the local currencys USD equivalent and/or U.S. share amount.
2. |
Proprietary Fund Transactions in the Companys 401(k) plan |
ADM Employees are required in most situations to preclear Proprietary Fund trades.
However, the treatment of Proprietary Fund trades in the companys 401(k) plan is dependent upon the type of plan.
a) |
Non-Self-Directed Accounts (Includes Tier 1 - LifePath Index Funds, Tier 2 - Passively Managed Index Funds, and Tier 3 - Actively Managed Funds) |
The movements of balances into or out of Proprietary Funds are deemed to be purchases or redemptions of those Proprietary Funds for purposes of the holding period requirement, but are exempt from the general preclearance requirement. Accordingly, you do not need to preclear these movements, but must get prior approval from the Preclearance Compliance Officer if it is within 60 calendar days of an opposite transaction in shares of the same fund. In lieu of transaction reporting, employees are deemed to consent to the company obtaining transaction information from plan records. Such movements must be reflected in your holdings reports.
b) |
Self-Directed Accounts (Tier 4 Large Selection of Mutual Funds and Exchange Traded Funds) |
Treated like any other Proprietary Fund account. This means that the reporting, preclearance, and holding period requirements apply.
D. |
Profit Disgorgement on Short-Term Trading |
Any profits recognized from purchasing then selling or selling then purchasing the same or equivalent (derivative) securities within any 60 calendar day period must be disgorged. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions. Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes. Sixty-day transactions in securities that are exempt from preclearance and trades of Proprietary Funds held within the BNY Mellon 401(k) will not be subject to disgorgement. The disposition of any disgorged profits will be at the discretion of the company, and the employee will be responsible for any tax and related costs.
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E. |
Initial Public Offerings |
ADM Employees must obtain approval from the IEC prior to acquiring securities through an allocation by the underwriter of an initial public offering.
F. |
Private Placements |
1. |
Acquisition |
ADM Employees must receive approval from the IEC prior to acquiring any security in a private placement.
2. |
Approval Considerations |
The IEC will generally not approve private placement requests in which any managed fund or account is authorized to invest within the ADMs fund complex. Also, it will not approve any investment involving a fund vehicle serviced or sponsored by BNY Mellon or one of its subsidiaries or affiliates that is a Volcker Covered Fund, unless your job duties are directly related to providing investment advisory, commodity trading advisory or other services to the fund, as described under the Volcker Rule. The IEC will take into account the specific facts and circumstances of the request prior to reaching a decision on whether to authorize a private placement investment. These factors include, among other things, whether the opportunity is being offered to an individual by virtue of their position with the company or its affiliates or their relationship to a managed fund or account and whether or not the investment opportunity being offered to the employee could be re-allocated to a client. ADM Employees must comply with requests for information and/or documentation necessary for the IEC to satisfy itself that no actual or potential conflict, or appearance of a conflict, exists between the proposed private placement purchase and the interests of any managed fund or account.
3. |
Approval to Continue to Hold Existing Investments |
Within 90 days of being designated an ADM Employee, employees holding private placement securities must request and receive written authorization from the IEC to continue to hold these securities.
G. |
Additional Reporting Requirements for ADM Employees |
ADM Employees have two additional reporting requirements. These requirements are described below. Note: It is an ADM Employees responsibility to confirm with their Preclearance Compliance Officer whether he or she is required to comply with the below additional reporting requirements.
1. |
Special Purpose ADM Quarterly Securities Report |
ADM Employees are required to submit quarterly to their Preclearance Compliance Officer the Special Purpose ADM Quarterly Securities Report. A form for completing this report can be obtained from the Preclearance Compliance Officer, on MySource, or by emailing the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com . This report must be submitted within 30 calendar days of each quarters end and includes information on securities and/or transactions owned directly or indirectly. The report must contain information on:
● |
Securities owned at any time during the quarter, which were either recommended for a transaction or in a portfolio managed by the ADM Employee during the quarter. |
● |
Holdings or transactions in private placements. |
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● |
Holdings in securities with a market capitalization that was equal to or less than $250 million. For all other countries, use the local currencys USD equivalent. |
● |
Exemption ADM Employees do not need to report any security that is defined as an exempt security or is otherwise expressly exempt from preclearance. |
2. |
Contemporaneous Disclosure |
Prior to an ADM Employee making or acting upon a portfolio recommendation (e.g., buy, hold, or sell) in a security directly or indirectly owned, written authorization must be obtained. The reason for disclosure is to ensure that management can consider whether the portfolio recommendation or transaction is for the purpose of affecting the value of a personal securities holding. Contemporaneous Disclosure forms can be obtained from the Preclearance Compliance Officer, on MySource, or by emailing the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com . Under no circumstances can an ADM Employee provide portfolio recommendations or place trades based on their potential impact to his/her personal securities holdings, nor can he or she refuse to take such action to avoid submitting a Contemporaneous Disclosure. The ADM Employees fiduciary duty to make portfolio recommendations and trades solely in the best interest of the client must always take precedence.
a) |
Approval |
Approval must be obtained from the ADM Employees CIO or CEO, or their designee, prior to the first such portfolio recommendation or transaction in a particular security in a calendar month. Disclosure forms for subsequent transactions in the same security are not required for the remainder of the calendar month so long as purchases/sells in all portfolios do not exceed the maximum number of shares, options, or bonds disclosed on the disclosure form. If the ADM Employee seeks to effect a transaction or makes a recommendation in a direction opposite of the most recent disclosure form, a new disclosure form must be completed prior to the transaction or recommendation.
b) |
Exemption to the Contemporaneous Disclosure Requirement |
● |
ADM Employees who are index fund managers and have no investment discretion in replicating an index model or clone portfolio do not need to comply with this disclosure requirement. This exemption does not apply in the following circumstances: |
◾ |
If the ADM Employee recommends a security that is not in the clone or model portfolio or recommends a model or clone security in a different percentage than the model or clone amounts. |
◾ |
If the ADM Employee recommends individual securities to clients, even if the company shares control of the investment process with other parties. |
c) |
Securities Exempt from Reporting |
Certain securities are exempt from the requirement to submit a Contemporaneous Disclosure. They are:
● |
Exempt securities as defined in Definitions . |
● |
Holdings of debt securities, which do not have a conversion feature and are rated investment grade or better by a nationally recognized statistical rating organization or unrated, but of comparable quality. |
● |
Holdings of equity securities of the following: |
◾ |
In the U.S., the top 200 issuers on the Russell list and other companies with a market capitalization of $20 billion or higher. |
◾ |
In the U.K., the top 100 companies on the FTSE All Share Index and other companies with a market capitalization of the £ USD equivalent. |
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◾ |
In Japan, the top 100 companies of the TOPIX and other companies with a market capitalization of the ¥ USD equivalent. |
◾ |
In Brazil, companies on the IBr-X and other companies with a market capitalization of the R USD equivalent. |
H. |
Restrictions for ADM Employees |
7 Day Blackout Period
● |
Prohibition |
It is impermissible for an ADM Employee to buy or sell a security (owned directly or indirectly) within 7 calendar days before and 7 calendar days after their investment company or managed account has effected a transaction in that security. This is known as the 7 Day Blackout Period.
● |
Disgorgement Required |
If an ADM Employee initiates a transaction within the 7 Day Blackout Period, in addition to being subject to sanctions for violating the Policy, profits recognized from the transaction must be disgorged in accordance with guidance provided by the IEC. The IEC has determined that the following transactions will not be subject to this disgorgement requirement:
● |
In the U.S., the dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies with a market capitalization of $5 billion or higher. |
● |
In all other countries, the greater of the USD equivalent or 100 shares for companies with a USD equivalent market capitalization. |
● |
Exemption |
Portfolio Managers who manage broad-based index funds, which replicate exactly, a clone, or model, are exempt from the 7 Day Blackout Period.
I. |
Additional Requirements for Micro-Cap ADM (MCADM) Employees ONLY |
1. |
Transactions and Holdings in Micro-Cap Securities |
In recognition of the potential for price volatility in micro-cap securities, the company requires that approvals be obtained prior to a MCADM Employee placing a trade in their direct and indirectly owned accounts. The market capitalization approval thresholds are listed below. Note: Currency is listed in USD. For all other countries, use the local currencys USD equivalent.
● |
Threshold 1 |
Without the prior written approval of the IEC, MCADM Employees may not trade the securities of companies with a market capitalization of $100 million or less.
● |
Threshold 2 |
Without the prior written approval of the immediate supervisor and the Chief Investment Officer (CIO), MCADM Employees may not trade the securities of companies with a market capitalization that is more than $100 million but less than or equal to $250 million.
● |
Exemption |
Micro-cap securities acquired involuntarily (e.g., inheritance, gift, spin-off, etc.) are exempt from these above restrictions; however, they must be disclosed in a memo to the Preclearance Compliance Officer within 10 calendar days of the involuntary acquisition.
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2. |
Requirement for Newly Designated MCADM Employees |
Newly designated MCADM Employees must obtain the approval of the CIO or Chief Executive Officer and provide a copy of the approval to the Preclearance Compliance Officer to continue holding micro-cap securities with a market capitalization equal to or less than $250 million. For all other countries, use the local currencys USD equivalent.
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Appendix C: Additional Requirements for Investment Employees
In addition to the General Requirements of this policy and the Requirements for Monitored Employees ( Appendix A ), employees who are classified as Investment Employees are also subject to the following requirements:
A. |
Proprietary Funds |
Proprietary Funds are non-exempt securities for Investment Employees. As such, Investment Employees are required to report in the PTA any Proprietary Funds held in brokerage accounts or directly with the mutual fund company. A list of Proprietary Funds is published on MySource or can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com .
B. |
PTA Reporting |
Quarterly Reporting
In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, Investment Employees are also subject to Quarterly Reporting. On a quarterly basis and within 30 calendar days after the end of the quarter, Investment Employees are required to file a Quarterly Transactions Report in the PTA. The Quarterly Transactions Report must contain the following:
● |
A listing of all transactions in securities (excluding exempt securities) that occurred throughout the most recent calendar quarter; |
● |
A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership; |
● |
A current listing of securities (excluding exempt securities) held in the aforementioned accounts, and; |
● |
A current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.). |
All reported information must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.
C. |
Preclearing Trades in PTA |
Investment Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities). Investment Employees must preclear trades in Proprietary Funds. Refer to Appendix F for trade preclearance requirements and see below for details regarding de minimis transactions and Proprietary Fund transactions in the companys 401(k) plan.
1. |
De Minimis Transactions |
Investment Employees will generally not be given preclearance approval to execute a transaction in any security for which there is a pending buy or sale order for an affiliated account (other than an index fund) in the business unit where the Investment Employee has access to information about pending transactions. In certain circumstances, the
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Preclearance Compliance Officer may approve certain de minimis transactions even when the firm is trading such securities.
a) |
Restrictions and Conditions |
● |
Employee preclearance is required prior to executing the transaction. |
● |
If the transaction is a 60 day trade, recognized profit disgorgement will be applicable. |
● |
Preclearance Compliance Officers are limited to applying this de minimis standard to only two trades in the securities of any one issuer in each calendar month. |
● |
Employees must cooperate with the Preclearance Compliance Officers request to document market capitalization amounts. |
b) |
Transaction Limits |
The below transaction limits are available for this de minimis exception. Note : Currency is listed in USD. For all other countries, use the local currencys USD equivalent and/or U.S. share amount.
● |
Transactions up to $50,000 for companies having a market capitalization of $20 billion or more. |
● |
The dollar value from transacting in 250 shares or $25,000 (whichever value is greater) for companies having a market capitalization between $5 billion and $20 billion. |
● |
The dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies having a market capitalization between $250 million and $5 billion. |
2. |
Proprietary Fund Transactions in the Companys 401(k) plan |
Investment Employees are required in most situations to preclear Proprietary Fund trades. However, the treatment of Proprietary Fund trades in the companys 401(k) plan is dependent upon the type of plan.
a) |
Non-Self-Directed Accounts (Includes Tier 1 - LifePath Index Funds, Tier |
2 |
- Passively Managed Index Funds, and Tier 3 - Actively Managed Funds) |
The movements of balances into or out of Proprietary Funds are deemed to be purchases or redemptions of those Proprietary Funds for purposes of the holding period requirement but are exempt from the general preclearance requirement. Accordingly, you do not need to preclear these movements, but you must get prior approval from the Preclearance Compliance Officer if it is within 60 calendar days of an opposite transaction in shares of the same fund. In lieu of transaction reporting, employees are deemed to consent to the company obtaining transaction information from plan records. Such movements must be reflected in your holdings reports.
b) |
Self-Directed Accounts (Tier 4 Large Selection of Mutual Funds and Exchange Traded Funds) |
Treated like any other Proprietary Fund account. This means that the reporting, preclearance, and holding period requirements apply.
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D. |
Profit Disgorgement on Short-Term Trading |
Any profits recognized from purchasing then selling or selling then purchasing the same or equivalent (derivative) securities within any 60 calendar day period must be disgorged. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions. Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes. Sixty-day transactions in securities that are exempt from preclearance and trades of Proprietary Funds held within the BNY Mellon 401(k) will not be subject to disgorgement. The disposition of any disgorged profits will be at the discretion of the company, and the employee will be responsible for any tax and related costs.
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Appendix D: Requirements for Insider Risk, Fund Service, and Fund Officer Employees
A. |
Insider Risk Employees |
In addition to the General Requirements of this policy and the Requirements for Monitored Employees ( Appendix A ), employees who are classified as Insider Risk Employees are also subject to the following requirements:
1. |
Exempt Securities |
In addition to the exempt securities as listed in Appendix H: Definitions , Proprietary Funds, Exchange Traded Funds, and municipal bonds are also considered to be exempt securities for Insider Risk Employees. In all instances that the term exempt securities is used throughout this policy, Insider Risk Employees may also include Proprietary Funds, Exchange Traded Funds, and municipal bonds.
2. |
Preclearing Trades in PTA |
Insider Risk Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities). Insider Risk Employees must preclear Exchange Traded Notes (ETNs). Refer to Appendix F for trade preclearance requirements.
B. |
Fund Officer and Fund Service Employees |
In addition to the General Requirements of this policy and the Requirements for Monitored Employees ( Appendix A ), employees who are classified as Fund Officer and Fund Service Employees are also subject to the following requirements:
1. |
Company Oversight |
While Fund Officer and Fund Service Employees are subject to many of the same requirements as the other employee classifications, Fund Officer and Fund Service Employees are not required to preclear trades, and therefore, are not subject to pre-trade denials of those trades. However, unlike the other employee classifications, Fund Officer and Fund Service Employees are subject to a post-trade back-testing analysis that is designed to accumulate and assess employee trading activity that mirrors company or client trades. Trading activity that mirrors company or client trades may result in a change to the employees classification that will require future preclearance approval.
2. |
Quarterly Reporting in PTA For Fund Officer Employees and EMEA based Fund Service Employees Only |
In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, Fund Officer Employees and EMEA-based Fund Service Employees are also subject to Quarterly Reporting. On a quarterly basis and within 30 calendar days after the end of the quarter, these employees are required to file a Quarterly Transactions Report in the PTA. The Quarterly Transactions Report must contain the following:
● |
A listing of all transactions in securities (excluding exempt securities) that occurred throughout the most recent calendar quarter; |
● |
A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership; |
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● |
A current listing of securities (excluding exempt securities) held in the aforementioned accounts, and; |
● |
A current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.). |
All reported information must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.
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Appendix E: Requirements for PREG Employees
In addition to the General Requirements of this policy and the Requirements for Monitored Employees ( Appendix A ), employees who are classified as PREG Employees are also subject to the following requirements:
A. |
Exempt Securities |
Excluding company securities, all securities are exempt for PREG Employees. In all instances that the term exempt securities is used throughout this policy, PREG Employees should note that this includes all securities except company securities. Only company securities are reportable for PREG Employees.
B. |
Preclearing Trades in PTA |
PREG Employees are required to receive preclearance approval in PTA prior to executing trades in company securities only. Refer to Appendix F for trade preclearance requirements.
C. |
Trading in Company Securities |
1. |
General Restrictions |
Every quarter, the Company imposes a restriction on PREG employees. These employees are deemed to have access to inside information with respect to the Companys financial results and are prohibited from trading in the Companys securities from 12:01 AM Eastern Standard Time, on the 15 th day of the month preceding the end of each calendar quarter through the first trading day after the public announcement of the companys earnings for that quarter. This period of time is during which PREG employees are prohibited from trading in the Companys securities is known as the 24-Hour Blackout Period. For example, if earnings are released on Wednesday at 9:30 AM Eastern Standard Time, PREG Employees cannot trade the Companys securities until Thursday at 9:30 AM Eastern Standard Time. Non-trading days, such as weekends or holidays, are not counted as part of the restricted period. Occasionally, the Company may extend the restricted period for some or all PREG Employees.
2. |
Company 401(k) Plan |
● |
Changes in Your Company Stock Holdings During quarterly blackout periods, PREG Employees are prohibited from making payroll deduction or investment election changes that would impact their future purchases in company stock. These changes must be made when the blackout period is not in effect. |
● |
Reallocating Balances in Company 401(k) Plan PREG Employees are prohibited from reallocating balances in their company 401(k) if the reallocating action impacts their holdings in company stock. |
3. |
Company Employee Stock Options |
PREG Employees are prohibited from exercising options during the blackout period.
4. |
Company Employee Stock Purchase Plan (ESPP) |
During quarterly blackout periods, PREG employees are prohibited from enrolling in or making payroll deduction changes in the ESPP. These changes must be made when the blackout period is not in effect.
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5. |
Blackout Period Trading Implications Profit Disgorgement/Loss Recognition |
Any trade in BNY Mellon securities made during the 24-Hour Blackout Period must be reversed and any corresponding profit recognized from the reversal is subject to profit disgorgement. The employee will incur any loss resulting from the reversal of a blackout period trade. Profit disgorgement will be in accordance with procedures established by senior management. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transaction(s). Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes and the employee will be responsible for any tax costs associated with the transaction(s).
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Appendix F: Trade Preclearance Requirements
ADM Employees, Investment Employees, Insider Risk Employees, and PREG Employees are required to preclear trades in all securities (excluding exempt securities) . All other employees are not subject to the below trade preclearance requirements.
A. |
General Preclearance Requirements |
1. |
Obtain Preclearance Prior to Initiating a Transaction |
In order to trade securities (excluding exempt securities), ADM Employees, Investment Employees, Insider Risk Employees, and PREG Employees are required to submit a preclearance request in the PTA system and receive notice that the preclearance request was approved prior to placing a security trade. Unless expressly exempt (See exemptions below), all securities transactions are covered by this preclearance requirement. Although preclearance approval does not obligate an employee to place a trade, preclearance should not be made for transactions the employee does not intend to make. You may not discuss the response to a preclearance request with anyone (excluding any account co-owners or indirect owners).
2. |
Execute Trade within Preclearance Window (Preclearance Expiration) |
For ADM and Investment Employees, preclearance authorization will be granted for a two business day window, day one being the day approval is received. For Insider Risk and PREG Employees, preclearance authorization will be valid for a three business day window, day one being the day approval is received. Note : Preclearance time stamps in PTA are in Eastern Standard Time (EST).
Example
An ADM Employee requests and receives trade preclearance approval on Monday at 3 PM EST. The preclearance authorization is valid until the close of business on Tuesday. An Insider Risk Employees window would be one day longer and would therefore be valid until the close of business on Wednesday.
Note of Caution
Employees who place limit, stop-loss, good-until-cancelled, or standing buy/sell orders are cautioned that transactions receiving preclearance authorization must be executed before the preclearance expires. At the end of the preclearance authorization period, any unexecuted order must be canceled. A new preclearance authorization may be requested; however, if the request is denied, the trade order with the broker-dealer must be canceled immediately.
3. |
Exemptions from the Requirement to Preclear |
Preclearance is not required for the following security transactions:
● |
Exempt securities as defined in the Definitions. |
● |
Non-financial commodities (e.g., agricultural futures, metals, oil, gas, etc.), currency, and financial futures (excluding stock and narrow-based stock index futures). |
● |
ETFs and funds to include proprietary funds that are based on the following indices; the S&P 100, Russell 200, Eurostoxx 50, FTSE 100, Nikkei 225, A50 ETFs and the CSI 300. The same indices with larger participation (e.g., S&P 500, Russell 1000) would also be exempt. A complete list of exempt ETFs and Proprietary Funds is listed on MySource. Only securities on the published list |
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are exempt from preclearance. Derivative securities based on these indices still require preclearance. |
● |
Involuntary on the part of an employee (such as stock dividends or sales of fractional shares); however, sales initiated by brokers to satisfy margin calls are not considered involuntary and must be precleared. |
● |
Pursuant to the exercise of rights (purchases or sales) issued by an issuer pro rata to all holders of a class of securities, to the extent such rights were acquired from such issuer. |
● |
Sells effected pursuant to a bona fide tender offer. |
● |
Pursuant to an automatic investment plan, including payroll withholding to purchase Proprietary Funds. |
B. |
Preclearance Rules for Company Stock in Retirement and Benefit Plans |
1. |
Company 401(k) Plan |
a) |
Changes in Your Company Stock Holdings |
Preclearance is not required for changes in your company stock holdings held within the company 401(k) Plan that result from the following:
● |
Changes in your payroll deduction contribution percentage. |
● |
Changes in investment elections regarding the future purchase of company stock. |
b) |
Reallocating Balances in Company 401(k) Plan |
The purchase or sell of company stock resulting from a reallocation does not require preclearance but is considered a purchase or sale of company stock for purposes of the short-term trading prohibition. As a result, a subsequent trade in company stock in the opposite direction of the reallocation occurring within a 60 calendar day period would result in a short-term trading prohibition. Changes to existing investment allocations in the plan or transactions in company stock occurring outside the plan will not be compared to reallocation transactions in the plan for purposes of the 60 day trading prohibition. Profits recognized through short-term trading in company stock in the plan will not generally be required to be disgorged; however, the Legal Department will be consulted to determine the proper disposition of short-term trading prohibitions involving Senior Leadership Team members.
c) |
Rebalancing Company 401(k) Plan |
The purchase or sell of company stock resulting from rebalancing (i.e., the automatic movement of balances to pre-established investment election allocation percentages) is not subject to preclearance and is not considered a purchase or sale of company stock for purposes of the short-term trading prohibition.
2. |
Company Employee Stock Options |
● |
Preclearance approval is required prior to the exercise of stock option grants. |
● |
Preclearance is not required for the receipt of a stock option grant or the subsequent vesting of the grant. |
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3. |
Company Restricted Stock/Units |
Preclearance is not required for the following:
● |
The receipt of an award of company restricted stock/units. |
● |
The subsequent vesting of the company stock/unit award; however, you are required to report these shares upon vesting in the PTA system and preclear subsequent sells. |
● |
The sale (through company-approved procedures) of a portion of the company stock received in a restricted stock award at the time of vesting in order to pay for tax withholding. |
4. |
Company Employee Stock Purchase Plan (ESPP) |
● |
Preclearance is required for the following: |
● |
The sale of stock from the ESPP Plan. Note : The sale of stock from the Company ESPP will be compared to transactions in company securities outside of the Company ESPP to ensure compliance with the short-term (60 day) trading prohibition. |
● |
The sale of stock withdrawn previously from the ESPP. Like stock sold directly from the ESPP, sales will be compared to transactions in company securities outside of the ESPP to ensure compliance with the short-term (60 day) trading prohibition. |
● |
Preclearance is not required for your enrollment in the plan, changes in your contribution to the plan, or shares acquired through the reinvestment of dividends. |
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Appendix G: Summary of Select Policy
Requirements by Employee Classification
Fund Service, | ||||||||||||
Fund Officer, | Non- | |||||||||||
Selected Policy | ADM | Investment | Insider | and | PREG | Classified | ||||||
Requirements | Employees | Dreyfus/FINRA | Employees | |||||||||
Employees | ||||||||||||
U.S.-based employees required to use approved broker-dealer
|
X | X | X | X | X | |||||||
Initial Accounts and Holdings Reports (filed within 10 days of being classified)
|
X | X | X | X | X | |||||||
Annual Certification (filed within 30 days of year-end)
|
X | X | X | X | X | |||||||
Quarterly Certification (filed within 30 days of quarter-end)
|
X | X | Only applies to Fund Officers and EMEA- based Fund Service Employees | |||||||||
Preclear trades in all Non- Exempt Securities
|
X | X | X | X (BNYM stock only) | ||||||||
Preclearance window (in business days, includes day approval granted)
|
2 days | 2 days | 3 days | 3 days | ||||||||
Preclear Proprietary Funds, Exchange Traded Funds (ETFs), municipal bonds
|
X | X | ||||||||||
Preclear Exchange Traded Notes (ETNs)
|
X | X | X | |||||||||
Subject to 7+ - day blackout period
|
X | |||||||||||
Additional approvals required for personal trades in micro-cap securities
|
X (MCADMs only) | |||||||||||
Short-term trading (60 days) profit disgorgement on all trades
|
X | X | ||||||||||
Short-term trading (60 | X | X | X | X | X | X |
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Fund Service, | ||||||||||||
Fund Officer, | Non- | |||||||||||
Selected Policy | ADM | Investment | Insider | and | PREG | Classified | ||||||
Requirements | Employees | Dreyfus/FINRA | Employees | |||||||||
Employees | ||||||||||||
days) profit disgorgement on BNYM stock | ||||||||||||
Prohibited from buying BNYM stock on margin, short selling BNYM, and trading in BNYM derivatives (options) | X | X | X | X | X | X | ||||||
Initial public offerings are prohibited (refer to Policy waiver requirements) | X | X | X | X | X | X | ||||||
Private Placements/Volcker Covered Funds require Ethics Office pre-approval | X | X | X | X | X | X |
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Appendix H: Definitions
Access Decision Maker (ADM) Employee
An employee designated as such by the Investment Ethics Council. Generally, employees are considered to be ADM Employees if they are Portfolio Managers or Research Analysts and make or participate in recommendations or decisions regarding the purchase or sale of securities for mutual funds or managed accounts. Portfolio Managers of broad-based index funds and traders are not typically classified as ADM Employees.
Automatic Investment Plan
A program in which regular periodic purchases (withdrawals) are made automatically to/from investment accounts in accordance with a predetermined schedule and allocation. Examples include: Dividend Reinvestment Plans (DRIPS), payroll deductions, bank account drafts or deposits, automatic mutual fund investments/withdrawals (PIPS/SWIPS), and asset allocation accounts.
Compliance Officer
Any individual whose primary job duties include responsibility for ensuring that all applicable laws, regulations, policies, procedures, and the Code of Conduct are followed. For purposes of this policy, the term Compliance Officer and Preclearance Compliance Officer are used interchangeably.
Direct Family Relationship
For purposes of this policy, an employees immediate family as defined by indirect ownership in Appendix H, Definitions .
Dreyfus/FINRA Group Employee
An employee who is subject to regulation resulting from his/her registration with FINRA.
Employee
An individual employed by BNY Mellon or its more-than-50%-owned direct or indirect subsidiaries. This includes all full-time and part-time, benefited and non-benefited, and exempt and non-exempt employees in all world-wide locations.
Securities/Financial Instruments (Collectively Securities) Exempt from PTA Reporting
All securities require reporting unless expressly exempt by this policy. The below securities are exempt for all classifications of employees. There may be additional exempt securities based on an employees classification. Refer to the applicable Appendix for your classification for any additional security exemptions.
● |
Cash and cash-like securities (e.g., bankers acceptances, bank CDs and time deposits, money market funds, commercial paper, repurchase agreements). |
● |
Direct obligations of the sovereign governments of the United States (U.S. employees only), and Japan (Japan employees only). Obligations of other instrumentalities of the U.S., and Japanese governments or quasi-government agencies are not exempt. |
● |
High-quality, short-term debt instruments having a maturity of less than 366 days at issuance and rated in one of the two highest rating categories by a nationally recognized statistical rating organization or which is unrated but of comparable quality. |
● |
Securities issued by open-end investment companies (i.e., mutual funds and variable capital companies) that are not Proprietary Funds or Exchange Traded Funds (Note: Proprietary Funds and Exchange Traded Funds are considered non-exempt securities for ADM and Investment Employees only). |
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● |
Securities in non-company 401(k) plans (e.g., spouses plan, previous employers plan, etc.). |
● |
Securities in 529 plans, provided they are not invested in Proprietary Funds ( Note : Proprietary Funds and Exchange Traded Funds are considered non-exempt securities for ADM and Investment Employees only). |
● |
Fixed annuities. |
● |
Variable annuities that are not invested in Proprietary Fund sub-accounts ( Note : Variable annuities that are invested in Proprietary Fund sub-accounts are considered non-exempt securities for ADM and Investment Employees only). |
● |
Securities held in approved non-discretionary (managed) accounts. |
● |
Stock held in a bona fide employee benefit plan of an organization not affiliated with the Company on behalf of an employee of that organization, who is a member of the Company employees immediate family. For example, if an employees spouse works for an organization unrelated to the Company, the employee is not required to report for transactions that his/her spouse makes in the unrelated organizations company stock so long as they are part of an employee benefit plan. This exemption does not apply to any plan that allows the employee to buy and sell securities other than those of their employer. Such situations would subject the account to all requirements of this policy. |
Fund Officer Employee
An employee who is not in the Asset Management or Wealth Management businesses and, in the normal conduct of his/her job responsibilities, serves as an officer of a fund, is not required to preclear trading activity by a fund, and does not attend board meetings.
Fund Service Employee
An employee who is not in the Asset Management or Wealth Management businesses and whose normal job responsibilities involve maintaining the books and records of mutual funds and/or managed accounts.
Front Running
The purchase or sale of securities for your own or the companys accounts on the basis of your knowledge of the companys or companys clients trading positions or plans.
Index Fund
An investment company or managed portfolio (including indexed accounts and model-driven accounts) that contain securities in proportions designed to replicate the performance of an independently maintained, broad-based index or that is based not on investment discretion but on computer models using prescribed objective criteria to replicate such an independently maintained index.
Indirect Ownership
Generally, you are the indirect owner of securities if you are named as power of attorney on the account or, through any contract, arrangement, understanding, relationship, or otherwise, you have the opportunity, directly or indirectly, to share at any time in any profit derived from a transaction in them (a pecuniary interest). Common indirect ownership situations include, but are not limited to:
● |
Securities held by members of your immediate family by blood, marriage, adoption, or otherwise, who share the same household with you. |
● |
Immediate family includes your spouse, domestic partner, children (including stepchildren, foster children, sons-in-law and daughters-in-law), grandchildren, parents (including step-parents, mothers-in-law and fathers-in-law), grandparents, and siblings (including brothers-in-law, sisters-in-law and stepbrothers and stepsisters). |
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I-A-045: Personal Securities Trading Policy
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Partnership interests in a general partnership or a general partner in a limited partnership. Passive limited partners are not deemed to be owners of partnership securities absent unusual circumstances, such as influence over investment decisions. |
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Corporate shareholders who have or share investment control over a corporations investment portfolio. |
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Trusts in which the parties to the trust have both a pecuniary interest and investment control. |
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Derivative securities You are the indirect owner of any security you have the right to acquire through the exercise or conversion of any option , warrant, convertible security or other derivative security, whether or not presently exercisable. |
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Securities held in investment clubs. |
Initial Public Offering (IPO)
The first offering of a companys securities to the public.
Insider Risk Employee
A classification of employees that in the normal conduct of their job responsibilities are likely to receive or be perceived to be aware of or receive material nonpublic information concerning the companys clients. Employees in this classification typically include, but are not limited to, Risk and Legal personnel. All members of the companys Senior Leadership Team (excluding Pershing Operating Committee Members who are covered by the Pershing trading policy), who are not otherwise classified as Investment Employees, will be classified as Insider Risk Employees.
Investment Clubs
Organizations whose members make joint decisions on which securities to buy or sell. The securities are generally held in the name of the investment club. Prior to participating in an investment club, all employees (excluding Non-Classified Employees) are required to obtain written permission from their Preclearance Compliance Officer. Employees who receive permission to participate in an investment club are subject to the requirements of this policy.
Investment Company
A company that issues securities that represent an undivided interest in the net assets held by the company. Mutual funds are open-end investment companies that issue and sell redeemable securities representing an undivided interest in the net assets of the company.
Investment Employee
An employee who, in the normal conduct of his/her job responsibilities, has access (or are likely to be perceived to have access) to nonpublic information regarding any advisory clients purchase or sale of securities or nonpublic information regarding the portfolio holdings of any Proprietary Fund, is involved in making securities recommendations to advisory clients, or has access to such recommendations before they are public. This classification typically includes employees in the Asset Management and Wealth Management businesses, including:
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Certain employees in fiduciary securities sales and trading, investment management and advisory services, investment research and various trust or fiduciary functions; Employees of a Company business regulated by certain investment company laws. Examples are: |
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In the U.S., employees who are advisory persons or access persons under Rule 17j-1 of the Investment Company Act of 1940 or access persons under Rule 204A-1 of the Advisers Act. |
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In the U.K., employees in companies undertaking specified activities under the Financial Services and Markets Act 2000 (Regulated Activities), Order 2001, and regulated by the Financial Conduct Authority. |
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Any member of the companys Senior Leadership Team who, as part of his/her usual duties, has management responsibility for fiduciary activities or routinely has access to information about advisory clients securities transactions. |
Investment Ethics Council (IEC)
Council having oversight responsibility for issues related to personal securities trading and investment activity by ADM Employees. The members are determined by the Chief Compliance & Ethics Officer.
Manager of the Ethics Office
An individual appointed by the Chief Compliance & Ethics Officer to manage the Ethics Office.
Micro-Cap Access Decision Maker (MCADM) Employee
A subset of ADM Employees who make recommendations or decisions regarding the purchase or sale of any security of an issuer with a small market capitalization. The market capitalization threshold used when determining if an ADM Employee is considered a MCADM Employee is a market capitalization equal to or less than $250 million (for all other countries, the local currencys USD equivalent is used).
Money Market Fund
A mutual fund that invests in short-term debt instruments where its portfolio is valued at amortized cost so as to seek to maintain a stable net asset value (typically, of $1 per share).
Non-Discretionary (Managed) Account
An account in which the employee has a beneficial interest but no direct or indirect control over the investment decision making process. It may be exempted from preclearance and reporting procedures only if the Ethics Office is satisfied that the account is truly non-discretionary (i.e., the employee has given total investment discretion to an investment manager and retains no ability to influence specific trades). Employees are required to complete an annual certification in PTA regarding managed accounts. In addition, employees are required to provide copies of statements to Compliance when requested.
Non-Self-Directed Accounts
The portion of the Company 401(k) balance invested in Tier 1 - LifePath Index Funds, Tier 2 - Passively Managed Index Funds, Tier 3 - Actively Managed Funds, and/or BNY Mellon stock.
Option
A security which gives the investor the right, but not the obligation, to buy or sell a specific security at a specified price within a specified time frame. For purposes of compliance with this policy, an employee who buys/sells an option is deemed to have purchased/sold the underlying security when the option was purchased/sold. Four combinations are possible as described below:
Call Options
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If an employee buys a call option, the employee is considered to have purchased the underlying security on the date the option was purchased. |
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If an employee sells a call option, the employee is considered to have sold the underlying security on the date the option was sold (for covered call writing, the sale of an out-of-the-money option is not considered for purposes of the 60 day trading prohibition). Please note that this would not apply to covered calls on BNY Mellon stock as option trades of Company stock are prohibited. |
Put Options
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If an employee buys a put option, the employee is considered to have sold the underlying security on the date the option was purchased. |
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I-A-045: Personal Securities Trading Policy
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If an employee sells a put option, the employee is considered to have bought the underlying security on the date the option was sold. |
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Opening and closing or closing and opening a put position within 60 days of each other for employees classified as Investment Employee and Access Decision Maker will subject the trade to profit disgorgement. |
Personal Trading Activity
Trading in investments or securities for the benefit of oneself or immediate family member as is defined by the policy for Indirect Ownership. This includes brokerage or investment accounts for which the employee is named as holder, has a beneficial interest or control and any in which the employee shares an ownership interest with persons who are not covered under this Policy or has the power, directly or indirectly, to effect transactions in the account. This may be a formal power, e.g., through a power of attorney or a fiduciary relationship such as trustee or custodian, or an informal arrangement, including the accounts of minor children and other financial dependents and, only when required by local regulation, the accounts of spouses and domestic partners.
Preclearance Compliance Officer
A person designated by the Ethics Office and/or the Investment Ethics Council to administer, among other things, employees preclearance requests for a specific business (for purposes of this policy, the term Compliance Officer and Preclearance Compliance Officer are used interchangeably).
Pre-Release Earnings Group (PREG)
The Pre-Release Earnings Group consists of all members of the Companys Senior Leadership Team and any individual determined by the Companys Corporate Finance Department to be a member of the group.
Private Placement
An offering of securities that is exempt from registration under various laws and rules, such as the Securities Act of 1933 in the U.S. and the Listing Rules in the U.K. Such offerings are exempt from registration because they do not constitute a public offering. Private placements can include limited partnerships, certain cooperative investments in real estate, co-mingled investment vehicles such as hedge funds, investments in privately-held and family owned businesses and Volcker Covered Funds. For the purpose of this policy, time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.
Proprietary Fund
An investment company or collective fund for which a Company subsidiary serves as an investment adviser, sub-adviser or principal underwriter. The Proprietary Funds listing can be found on MySource on the Compliance and Ethics homepage or it can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com .
Scalping
The purchase or sale of securities for clients for the purpose of affecting the value of a security owned or to be acquired by you or the company.
Securities/Financial Instruments (Collectively Securities)
Transferable Securities and/or Money Market Instruments
Any investment that represents an ownership stake or debt stake in a company, partnership, governmental unit, business or other enterprise. It includes stocks, bonds, notes, evidences of indebtedness, certificates of participation in any profit-sharing agreement, units in collective investment undertakings, collateral trust certificates and certificates of deposit. It also includes security-based derivatives and swaps and many types of puts, calls, straddles and options on
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I-A-045: Personal Securities Trading Policy
any security or group of securities; fractional undivided interests in oil, gas, or other mineral rights; and investment contracts, variable life insurance policies and variable annuities whose cash values or benefits are tied to the performance of an investment account. Unless expressly exempt, all securities transactions are covered under the provisions of this policy (See exempt securities).
Self-Directed Accounts
An account established as part of the company 401(k) plan that offers employees the opportunity to build and manage their own investment portfolio through the purchase and sale of a broad variety of Exchange Traded Funds, Proprietary Funds, and non-Proprietary Funds.
Senior Leadership Team
The Senior Leadership Team of BNY Mellon.
Short Sale
The sale of a security that is not owned by the seller at the time of the trade.
Spread Betting
A type of speculation that involves taking a bet on the price movement of a security. A spread betting company quotes two prices, the bid and offer price (also, called the spread), and investors bet whether the price of the underlying security will be lower than the bid or higher than the offer. The investor does not own the underlying security in spread betting, they simply speculate on the price movement of the stock.
Tender Offer
An offer to purchase some or all shareholders shares in a corporation. The price offered is usually at a premium to the market price.
Volcker Covered Fund
Generally, a Volcker Covered Fund is a domestic or foreign hedge fund, private equity fund, venture capital fund, commodity pool or alternative investment fund (AIF) that is sold in a private, restricted or unregistered offering to investors who must meet certain net worth, income or sophistication standards or is sold to a restricted number of investors.
Generally, the fund is not registered with a securities/commodity regulator and therefore cannot be offered to the general or retail public unless the investor meets some type of qualification to demonstrate the investor does not need the protection of the securities or commodities regulations.
Some examples of funds that generally are not Covered Funds are U.S. registered mutual funds, U.S. registered closed-end funds that are traded on an exchange, U.S. registered ETFs (exchange-traded funds), U.S. registered UITs (unit investment trusts), UCITs (Undertakings for Collective Investment in Transferable Securities, which are primarily sold in the European Union), similarly publicly registered investment pools that are available on a retail basis without investment restrictions, and U.S. bank common and collective funds.
A complete list of Covered Funds can be found at the Volcker Compliance Site on MySource.
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