Post-Effective Amendment No. 111 | ☒ |
Amendment No. 113 | ☒ |
Douglas
P. Dick, Esq.
Dechert LLP 1900 K Street, N.W. Washington, DC 20006 |
John
M. Loder, Esq.
Ropes & Gray LLP 800 Boylston Street Boston, MA 02199-3600 |
David J.
Lekich, Esq.
Charles Schwab Investment Management, Inc. 211 Main Street San Francisco, CA 94105 |
Schwab ® U.S. TIPS ETF | SCHP |
Schwab ® Short-Term U.S. Treasury ETF | SCHO |
Schwab ® Intermediate-Term U.S. Treasury ETF | SCHR |
Schwab ® U.S. Aggregate Bond ETF | SCHZ |
Fund Summaries | |
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Ticker Symbol: | SCHP |
Expenses on a $10,000 Investment | |||
1 Year | 3 Years | 5 Years | 10 Years |
$5 | $16 | $28 | $64 |
Average Annual Total Returns as of 12/31/18 | |||
1 Year | 5 Years |
Since
Inception (8/5/10) |
|
Before taxes | (1.31%) | 1.63% | 2.36% |
After taxes on distributions | (2.35%) | 0.99% | 1.74% |
After taxes on distributions and sale of shares | (0.77%) | 0.96% | 1.57% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Bloomberg Barclays US Treasury Inflation-Linked Bond Index (Series-L) | (1.26%) | 1.69% | 2.45% |
Ticker Symbol: | SCHO |
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 |
Since
Inception (8/5/10) |
|
Before taxes | 1.50% | 0.72% | 0.69% |
After taxes on distributions | 0.76% | 0.31% | 0.40% |
After taxes on distributions and sale of shares | 0.88% | 0.37% | 0.40% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Bloomberg Barclays US Treasury 1-3 Year Index | 1.56% | 0.81% | 0.79% |
Ticker Symbol: | SCHR |
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 |
Since
Inception (8/5/10) |
|
Before taxes | 1.28% | 1.97% | 2.21% |
After taxes on distributions | 0.40% | 1.25% | 1.59% |
After taxes on distributions and sale of shares | 0.75% | 1.19% | 1.44% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Bloomberg Barclays US Treasury 3-10 Year Index | 1.35% | 2.05% | 2.31% |
Ticker Symbol: | SCHZ |
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 |
Since
Inception (7/14/11) |
|
Before taxes | (0.09%) | 2.46% | 2.36% |
After taxes on distributions | (1.22%) | 1.45% | 1.44% |
After taxes on distributions and sale of shares | (0.06%) | 1.43% | 1.41% |
Comparative Index (reflects no deduction for expenses or taxes) | |||
Bloomberg Barclays US Aggregate Bond Index | 0.01% | 2.52% | 2.48% |
Schwab U.S. TIPS ETF | SCHP |
Schwab Short-Term U.S. Treasury ETF | SCHO |
Schwab Intermediate-Term U.S. Treasury ETF | SCHR |
Schwab U.S. Aggregate Bond ETF | SCHZ |
• | Relative to longer duration bonds, shorter duration bonds would fall less in price because an investor’s principal would be repaid at the lower interest rate sooner. |
1 | All investments are subject to risks, including risks not discussed in this section of the prospectus. Please refer to the risks disclosed elsewhere in this prospectus and the SAI to understand the risks of investing in the funds. |
• | Longer-duration bonds, on the other hand, would fall in price more than shorter-duration bonds, due to the longer horizon of holding bonds paying less interest than current interest rates. |
• | Relative to longer-duration bonds, shorter duration bonds would appreciate less in price; longer-duration bonds would appreciate more in price than shorter-duration bonds. |
• | A bond with a 6 year duration would generally be expected to increase in value by approximately 6% (1% price move for each year of duration), while a bond, or bond fund, with a 7 year duration would generally be expected to increase in value by approximately 7%. |
1/1/18–
12/31/18 |
1/1/17–
12/31/17 |
1/1/16–
12/31/16 |
1/1/15–
12/31/15 |
1/1/14–
12/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 55.39 | $ 54.84 | $ 53.15 | $ 54.11 | $ 52.92 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 1.51 1 | 1.17 1 | 0.99 1 | 0.17 1 | 0.64 | |
Net realized and unrealized gains (losses) | (2.23) | 0.43 | 1.46 | (0.98) | 1.26 | |
Total from investment operations | (0.72) | 1.60 | 2.45 | (0.81) | 1.90 | |
Less distributions: | ||||||
Distributions from net investment income | (1.40) | (1.05) | (0.76) | (0.15) | (0.71) | |
Net asset value at end of period | $ 53.27 | $ 55.39 | $ 54.84 | $ 53.15 | $ 54.11 | |
Total return | (1.31%) | 2.95% | 4.60% | (1.50%) | 3.56% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.05% | 0.05% 2 | 0.07% | 0.07% | 0.07% | |
Net investment income (loss) | 2.80% | 2.13% | 1.78% | 0.31% | 1.10% | |
Portfolio turnover rate 3 | 17% | 19% | 16% | 19% | 20% | |
Net assets, end of period (x 1,000) | $5,779,263 | $2,880,386 | $1,614,977 | $815,816 | $549,259 |
1/1/18–
12/31/18 |
1/1/17–
12/31/17 |
1/1/16–
12/31/16 |
1/1/15–
12/31/15 |
1/1/14–
12/31/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 50.03 | $ 50.41 | $ 50.43 | $ 50.55 | $ 50.51 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 0.94 1 | 0.57 1 | 0.42 1 | 0.35 1 | 0.24 | |
Net realized and unrealized gains (losses) | (0.20) 2 | (0.39) | (0.03) | (0.13) | 0.04 | |
Total from investment operations | 0.74 | 0.18 | 0.39 | 0.22 | 0.28 | |
Less distributions: | ||||||
Distributions from net investment income | (0.89) | (0.56) | (0.41) | (0.34) | (0.24) | |
Net asset value at end of period | $ 49.88 | $ 50.03 | $ 50.41 | $ 50.43 | $ 50.55 | |
Total return | 1.50% | 0.35% | 0.78% | 0.44% | 0.55% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.06% | 0.06% | 0.08% 3 | 0.08% | 0.08% | |
Net investment income (loss) | 1.89% | 1.13% | 0.83% | 0.69% | 0.49% | |
Portfolio turnover rate 4 | 65% | 65% | 66% | 89% | 109% | |
Net assets, end of period (x 1,000) | $4,254,630 | $2,181,398 | $1,414,092 | $1,071,573 | $702,651 |
1/1/18–
12/31/18 |
1/1/17–
12/31/17 |
1/1/16–
12/31/16 |
1/1/15–
12/31/15 |
1/1/14–
12/31/14 |
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Per-Share Data | ||||||
Net asset value at beginning of period | $ 53.35 | $ 53.41 | $ 53.55 | $ 53.52 | $ 52.08 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 1.21 1 | 0.89 1 | 0.79 1 | 0.85 1 | 0.77 | |
Net realized and unrealized gains (losses) | (0.55) 2 | (0.07) | (0.15) | 0.02 3 | 1.44 | |
Total from investment operations | 0.66 | 0.82 | 0.64 | 0.87 | 2.21 | |
Less distributions: | ||||||
Distributions from net investment income | (1.12) | (0.88) | (0.78) | (0.84) | (0.77) | |
Net asset value at end of period | $ 52.89 | $ 53.35 | $ 53.41 | $ 53.55 | $ 53.52 | |
Total return | 1.28% | 1.54% | 1.16% | 1.62% | 4.27% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.06% | 0.06% | 0.09% 4 | 0.10% 5 | 0.10% | |
Net investment income (loss) | 2.34% | 1.66% | 1.44% | 1.59% | 1.43% | |
Portfolio turnover rate 6 | 41% | 30% | 30% | 32% | 49% | |
Net assets, end of period (x 1,000) | $3,480,449 | $1,165,708 | $790,506 | $441,747 | $254,226 |
1/1/18–
12/31/18 |
1/1/17–
12/31/17 |
1/1/16–
12/31/16 |
1/1/15–
12/31/15 |
1/1/14–
12/31/14 |
||
Per-Share Data | ||||||
Net asset value at beginning of period | $ 52.07 | $ 51.55 | $ 51.41 | $ 52.20 | $ 50.28 | |
Income (loss) from investment operations: | ||||||
Net investment income (loss) | 1.35 1 | 1.18 1 | 1.06 1 | 1.00 1 | 1.00 | |
Net realized and unrealized gains (losses) | (1.42) | 0.59 | 0.23 2 | (0.71) | 1.98 | |
Total from investment operations | (0.07) | 1.77 | 1.29 | 0.29 | 2.98 | |
Less distributions: | ||||||
Distributions from net investment income | (1.41) | (1.25) | (1.15) | (1.08) | (1.06) | |
Net asset value at end of period | $ 50.59 | $ 52.07 | $ 51.55 | $ 51.41 | $ 52.20 | |
Total return | (0.09%) | 3.46% | 2.49% | 0.56% | 5.97% | |
Ratios/Supplemental Data | ||||||
Ratios to average net assets: | ||||||
Total expenses | 0.04% | 0.04% | 0.05% 3 | 0.05% | 0.05% | |
Net investment income (loss) | 2.67% | 2.26% | 2.01% | 1.92% | 1.96% | |
Portfolio turnover rate 4 , 5 | 71% | 101% | 119% | 104% 6 | 74% | |
Net assets, end of period (x 1,000) | $5,544,583 | $4,925,693 | $3,309,447 | $2,102,482 | $1,226,778 |
Schwab U.S. TIPS ETF | SCHP |
Schwab Short-Term U.S. Treasury ETF | SCHO |
Schwab Intermediate-Term U.S. Treasury ETF | SCHR |
Schwab U.S. Aggregate Bond ETF | SCHZ |
Name of Fund |
Approximate
Value
of One Creation Unit |
Standard
Creation/Redemption Transaction Fee |
Maximum
Additional Creation Transaction Fee* |
Maximum
Additional Redemption Transaction Fee* |
Schwab U.S. TIPS ETF | $2,750,000 | $ 0 | 3.0% | 2.0% |
Schwab Short-Term U.S. Treasury ETF | $2,509,500 | $ 0 | 3.0% | 2.0% |
Schwab Intermediate-Term U.S. Treasury ETF | $2,689,000 | $ 0 | 3.0% | 2.0% |
Schwab U.S. Aggregate Bond ETF | $5,188,000 | $500 | 3.0% | 2.0% |
* | As a percentage of total amount invested or redeemed. |
Schwab Strategic Trust | 811-22311 |
Schwab ® U.S. TIPS ETF | SCHP |
Schwab ® Short-Term U.S. Treasury ETF | SCHO |
Schwab ® Intermediate-Term U.S. Treasury ETF | SCHR |
Schwab ® U.S. Aggregate Bond ETF | SCHZ |
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Appendix – Ratings Of Investment Securities | |
appendix – proxy voting policy and procedures |
(1) | Purchase securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(2) | Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time, except that each fund may concentrate its investments to approximately the same extent that the index the fund is designed to track concentrates in the securities of a particular industry or group of industries and each fund may invest without limitation in (a) securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, and (b) tax-exempt obligations of state or municipal governments and their political subdivisions. |
(3) | Purchase or sell commodities, commodities contracts or real estate, lend or borrow money, issue senior securities, underwrite securities issued by others, or pledge, mortgage or hypothecate any of its assets, except as permitted or not prohibited by the 1940 Act or the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. |
(1) | Invest more than 15% of its net assets in illiquid securities. |
(2) | Sell securities short unless it owns the security or the right to obtain the security or equivalent securities, or unless it covers such short sale as required by current SEC rules and interpretations (transactions in futures contracts, options and other derivative instruments are not considered selling securities short). |
(3) | Purchase securities on margin, except such short term credits as may be necessary for the clearance of purchases and sales of securities and provided that margin deposits in connection with futures contracts, options on futures or other derivative instruments shall not constitute purchasing securities on margin. |
(4) | Borrow money, except that each fund (a) may borrow money from banks or through an interfund lending facility, if any, and engage in reverse repurchase agreements with any party provided that such borrowings and reverse repurchase agreements in combination do not exceed 33 1/3% of its total assets, including the amount borrowed (not including temporary or emergency borrowings not exceeding 5% of the fund’s total assets); and (b) may borrow an additional amount up to 5% of its assets for temporary or emergency purposes. |
(5) | Lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements). |
(6) | Purchase securities (other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities or tax-exempt obligations of state or municipal governments and their political subdivisions) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries except that each fund may concentrate its investments to approximately the same extent that the index the fund is designed to track concentrates in the securities of a particular industry or group of industries). |
(7) | Purchase or sell physical commodities or commodity contracts based on physical commodities or invest in unmarketable interests in real estate limited partnerships or invest directly in real estate. For the avoidance of doubt, the foregoing policy does not prevent a fund from, among other things, (i) purchasing marketable securities of companies that deal in real estate or interests therein (including REITs); (ii) purchasing marketable securities of companies that deal in physical commodities or interests therein; and (iii) purchasing, selling and entering into futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments. |
Name,
Year of Birth, and Position(s) with the Trust
(Term of Office and Length of Time Served 1 ) |
Principal
Occupations
During the Past Five Years |
Number
of Portfolios
in Fund Complex Overseen by the Trustee |
Other
Directorships During
the Past Five Years |
INDEPENDENT TRUSTEES | |||
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. | 98 | 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). | 98 | 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). | 98 | 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. | 98 |
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). | 98 | 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). | 98 | 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). | 98 | 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). | 98 | 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. | 98 | Director (2008-present), The Charles Schwab Corporation |
Jonathan
de St. Paer
2
1973 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) |
Director and Chief Executive Officer (Apr. 2019-present), President (Oct. 2018-present) Charles Schwab Investment Management, Inc.; Trustee and Chief Executive Officer (Apr. 2019-present), President (Nov. 2018-present), Schwab Funds, Laudus Funds and Schwab ETFs; Director (Apr. 2019-present), Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited; Senior Vice President (Apr. 2019-present), Senior Vice President – Strategy and Product Development (CSIM) (Jan. 2014-Mar. 2019), Vice President (Jan. 2009-Dec. 2013), Charles Schwab & Co., Inc. | 98 | 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. | 98 | 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 | |
Jonathan
de St. Paer
1973 President and Chief Executive Officer (Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2018) |
Director and Chief Executive Officer (Apr. 2019-present), President (Oct. 2018-present), Charles Schwab Investment Management, Inc.; Trustee and Chief Executive Officer (Apr. 2019-present), President (Nov. 2018-present), Schwab Funds, Laudus Funds and Schwab ETFs; Director (Apr. 2019-present), Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited; Senior Vice President (Apr. 2019-present), Senior Vice President – Strategy and Product Development (CSIM) (Jan. 2014-Mar. 2019), Vice President (Jan. 2009-Dec. 2013), Charles Schwab & Co., Inc. |
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, Mr. de St. Paer 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, Schwab Annuity Portfolios and Laudus Trust, and is a director of CSIM. Mr. de St. Paer is an Interested Trustee because he 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 1 | None | N/A | None |
Jonathan de St. Paer 2 | None | N/A | None |
Joseph R. Martinetto | None | N/A | None |
Independent Trustees | |||
Robert W. Burns | $12,054 | N/A | $302,000 |
John F. Cogan | $12,853 | N/A | $322,000 |
Nancy F. Heller 3 | $ 7,545 | N/A | $176,167 |
Stephen Timothy Kochis | $12,054 | N/A | $302,000 |
David L. Mahoney | $12,054 | N/A | $302,000 |
Jane P. Moncreiff 4 | None | N/A | None |
Kiran M. Patel | $12,853 | N/A | $322,000 |
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 | |||
Kimberly S. Patmore | $12,054 | N/A | $302,000 |
Charles A. Ruffel 5 | $ 5,527 | N/A | $151,000 |
Gerald B. Smith | $12,853 | N/A | $322,000 |
Joseph H. Wender 6 | $12,054 | N/A | $302,000 |
1 | Ms. Chandoha retired from the Board effective March 31, 2019. |
2 | Mr. de St. Paer joined the Board effective April 1, 2019. |
3 | Ms. Heller joined the Board effective June 1, 2018. |
4 | Ms. Moncreiff joined the Board effective January 1, 2019. |
5 | Mr. Ruffel resigned from the Board effective May 15, 2018. |
Name of Trustee | Dollar Range of Trustee Ownership of the Funds Included in the SAI |
Aggregate
Dollar Range of
Trustee Ownership in the Family of Investment Companies |
|
Interested Trustees | |||
Walter W. Bettinger II | Over $100,000 | ||
Schwab U.S. TIPS ETF | $10,001-$50,000 | ||
Schwab Short-Term U.S. Treasury ETF | None | ||
Schwab Intermediate-Term U.S. Treasury ETF | $1-$10,000 | ||
Schwab U.S. Aggregate Bond ETF | None | ||
Jonathan de St. Paer 1 | Over $100,000 | ||
Schwab U.S. TIPS ETF | None | ||
Schwab Short-Term U.S. Treasury ETF | None | ||
Schwab Intermediate-Term U.S. Treasury ETF | None | ||
Schwab U.S. Aggregate Bond ETF | None | ||
Joseph R. Martinetto | Over $100,000 | ||
Schwab U.S. TIPS ETF | $1-$10,000 | ||
Schwab Short-Term U.S. Treasury ETF | None | ||
Schwab Intermediate-Term U.S. Treasury ETF | $1-$10,000 | ||
Schwab U.S. Aggregate Bond ETF | None | ||
Independent Trustees | |||
Robert W. Burns | Over $100,000 | ||
Schwab U.S. TIPS ETF | Over $100,000 | ||
Schwab Short-Term U.S. Treasury ETF | None | ||
Schwab Intermediate-Term U.S. Treasury ETF | Over $100,000 | ||
Schwab U.S. Aggregate Bond ETF | None | ||
John F. Cogan | Over $100,000 | ||
Schwab U.S. TIPS ETF | None | ||
Schwab Short-Term U.S. Treasury ETF | None | ||
Schwab Intermediate-Term U.S. Treasury ETF | None | ||
Schwab U.S. Aggregate Bond ETF | None | ||
Nancy F. Heller 2 | $50,001-$100,000 | ||
Schwab U.S. TIPS ETF | None | ||
Schwab Short-Term U.S. Treasury ETF | $1-$10,000 | ||
Schwab Intermediate-Term U.S. Treasury ETF | None | ||
Schwab U.S. Aggregate Bond ETF | None |
Name of Trustee | Dollar Range of Trustee Ownership of the Funds Included in the SAI |
Aggregate
Dollar Range of
Trustee Ownership in the Family of Investment Companies |
|
Independent Trustees | |||
Stephen Timothy Kochis | Over $100,000 | ||
Schwab U.S. TIPS ETF | None | ||
Schwab Short-Term U.S. Treasury ETF | None | ||
Schwab Intermediate-Term U.S. Treasury ETF | None | ||
Schwab U.S. Aggregate Bond ETF | None | ||
David L. Mahoney | Over $100,000 | ||
Schwab U.S. TIPS ETF | None | ||
Schwab Short-Term U.S. Treasury ETF | None | ||
Schwab Intermediate-Term U.S. Treasury ETF | None | ||
Schwab U.S. Aggregate Bond ETF | None | ||
Jane P. Moncreiff 3 | None | ||
Schwab U.S. TIPS ETF | None | ||
Schwab Short-Term U.S. Treasury ETF | None | ||
Schwab Intermediate-Term U.S. Treasury ETF | None | ||
Schwab U.S. Aggregate Bond ETF | None | ||
Kiran M. Patel | Over $100,000 | ||
Schwab U.S. TIPS ETF | None | ||
Schwab Short-Term U.S. Treasury ETF | None | ||
Schwab Intermediate-Term U.S. Treasury ETF | None | ||
Schwab U.S. Aggregate Bond ETF | None | ||
Kimberly S. Patmore | Over $100,000 | ||
Schwab U.S. TIPS ETF | None | ||
Schwab Short-Term U.S. Treasury ETF | None | ||
Schwab Intermediate-Term U.S. Treasury ETF | None | ||
Schwab U.S. Aggregate Bond ETF | None | ||
Gerald B. Smith | Over $100,000 | ||
Schwab U.S. TIPS ETF | $1-$10,000 | ||
Schwab Short-Term U.S. Treasury ETF | None | ||
Schwab Intermediate-Term U.S. Treasury ETF | $1-$10,000 | ||
Schwab U.S. Aggregate Bond ETF | None |
1 | Mr. de St. Paer joined the Board effective April 1, 2019. |
2 | Ms. Heller joined the Board effective June 1, 2018. |
Fund | Name and Address | Percentage of Ownership |
Schwab U.S. TIPS ETF |
Charles
Schwab & Co., Inc.
211 Main Street San Francisco, CA 94105 |
61.65% |
JPMorgan
Chase Bank, N.A.
383 Madison Ave. New York, NY 10179 |
7.86% | |
National
Financial Services LLC
One Destiny Way Mail Zone: WA1M Westlake, TX 76262 |
5.16% | |
Schwab Short-Term U.S. Treasury ETF | Charles Schwab & Co., Inc. | 57.67% |
Merrill
Lynch, Pierce, Fenner & Smith Inc.
600 Montgomery Street Suite 1800 San Francisco, CA 94111 |
8.41% | |
Schwab Intermediate-Term U.S. Treasury ETF | Charles Schwab & Co., Inc. | 83.07% |
Schwab U.S. Aggregate Bond ETF | Charles Schwab & Co., Inc. | 71.98% |
Charles
Schwab Bank
SIA Omnibus Account FBO Retirement Plan Clients 211 Main Street San Francisco, CA 94105 |
8.36% 1 | |
Brown
Brothers Harriman & Co.
140 Broadway New York, NY 10005-1101 |
5.92% |
1 | These shares are held within the Charles Schwab & Co., Inc. account listed elsewhere in the table. |
Fund | Fee |
Schwab U.S. Aggregate Bond ETF | 0.04% |
Fund | 2018 | 2017 | 2016 |
Schwab U.S. TIPS ETF | $2,317,194 | $1,154,322 | $ 810,250 |
Schwab Short-Term U.S. Treasury ETF | $1,644,411 | $1,082,148 | $ 944,914 |
Schwab Intermediate-Term U.S. Treasury ETF | $1,344,067 | $ 592,422 | $ 597,927 |
Schwab U.S. Aggregate Bond ETF | $2,058,950 | $1,572,284 | $1,359,889 |
Registered
Investment Companies
(this amount does not include the funds in this SAI) |
Other Pooled Investment Vehicles | Other Accounts | ||||
Name | Number of Accounts | Total Assets | Number of Accounts | Total Assets | Number of Accounts | Total Assets |
Matthew Hastings | 4 | $3,979,445,692 | 0 | $0 | 0 | $0 |
Steven Hung | 3 | $3,207,841,034 | 0 | $0 | 0 | $0 |
Mark McKissick | 4 | $3,979,445,692 | 0 | $0 | 0 | $0 |
Alfonso Portillo, Jr. | 2 | $2,604,486,970 | 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 U.S. Aggregate Bond ETF 1 | 71% | 101% |
1 | Includes to-be-announced (TBA) transactions. |
Fund | Regular Broker-Dealer | Value of Holdings* |
Schwab U.S. TIPS ETF | None | N/A |
Schwab Short-Term U.S. Treasury ETF | None | N/A |
Schwab Intermediate-Term U.S. Treasury ETF | None | N/A |
Schwab U.S. Aggregate Bond ETF | J.P. Morgan Securities LLC | $44,294,867 |
Merrill Lynch, Pierce, Fenner & Smith Inc. | $35,032,160 | |
Citigroup Global Markets, Inc. | $31,365,215 | |
Goldman Sachs & Co. LLC | $27,223,421 | |
Morgan Stanley & Co. LLC | $23,040,778 | |
Credit Suisse Securities (USA) LLC | $ 7,964,332 | |
Barclays Capital, Inc. | $ 7,649,935 | |
Nomura Securities International, Inc. | $ 1,038,900 |
* | Includes securities issued by regular broker-dealer’s parent and affiliates, if any. |
Fund |
Approximate
Value of
One Creation Unit |
Standard
Creation/Redemption
Transaction Fee |
Maximum
Additional
Creation Transaction Fee* |
Maximum
Additional
Redemption Transaction Fee* |
Schwab U.S. TIPS ETF | $2,750,000 | $ 0 | 3.0% | 2.0% |
Schwab Short-Term U.S. Treasury ETF | $2,509,500 | $ 0 | 3.0% | 2.0% |
Schwab Intermediate-Term U.S. Treasury ETF | $2,689,000 | $ 0 | 3.0% | 2.0% |
Schwab U.S. Aggregate Bond ETF | $5,188,000 | $500 | 3.0% | 2.0% |
* | As a percentage of the total amount invested or redeemed. |
Aaa: | Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. |
Aa: | Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. |
A: | Obligations rated A are judged to be upper-medium grade and are subject to low credit risk. |
Baa: | Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. |
Ba: | Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. |
B: | Obligations rated B are considered speculative and are subject to high credit risk. |
Caa: | Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk. |
Ca: | Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. |
C: | Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. |
P-1: | Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. |
P-2: | Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. |
P-3: | Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. |
AAA: | An obligation rated ‘AAA’ has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong. |
AA: | An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong. |
A: | An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong. |
BBB: | An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
BB: | An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation. |
B: | An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation. |
CCC: | An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation. |
CC: | An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred, but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default. |
C: | An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher. |
D: | An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such |
payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange offer. |
A-1: | A short-term obligation rated ‘A-1’ is rated in the highest category by S&P Global Ratings. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong. |
A-2: | A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory. |
A-3: | A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
AAA: | ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. |
AA: | ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. |
A: | ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. |
BBB: | ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity. |
BB: | ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments. |
B: | ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. |
CCC: | Default is a real possibility. |
CC: | Default of some kind appears probable. |
C: | Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a ‘C’ category rating for an issuer include: |
a. | the issuer has entered into a grace or cure period following non-payment of a material financial obligation; |
b. | the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or |
c. | Fitch Ratings otherwise believes a condition of ‘RD’ or ‘D’ to be imminent or inevitable, including through the formal announcement of a distressed debt exchange. |
RD: | ‘RD’ ratings indicate an issuer that in Fitch Ratings’ opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would include: |
a. | the selective payment default on a specific class or currency of debt; |
b. | the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; |
c. | the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or |
d. | execution of a distressed debt exchange on one or more material financial obligations. |
D: | ‘D’ ratings indicate an issuer that in Fitch Ratings’ opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business. |
F1: | Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature. |
F2: | Good intrinsic capacity for timely payment of financial commitments. |
F3: | The intrinsic capacity for timely payment of financial commitments is adequate. |
AAA: | Highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events. |
AA: | Superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from AAA only to a small degree. Unlikely to be significantly vulnerable to future events. |
A: | Good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than AA. May be vulnerable to future events, but qualifying negative factors are considered manageable. |
BBB: | Adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events. |
BB: | Speculative, non-investment grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable to future events. |
B: | Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations. |
CCC/CC/C: | Very highly speculative credit quality. In danger of defaulting on financial obligations. There is little difference between these three categories, although CC and C ratings are normally applied to obligations that are seen as highly likely to default, or subordinated to obligations rated in the CCC to B range. Obligations in respect of which default has not technically taken place but is considered inevitable may be rated in the C category. |
D: | When the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods, a downgrade to D may occur. DBRS may also use SD (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange”. See Default Definition for more information. |
R-1 (high): | Highest credit quality. The capacity for the payment of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future events. |
R-1 (middle): | Superior credit quality. The capacity for the payment of short-term financial obligations as they fall due is very high. Differs from R-1 (high) by a relatively modest degree. Unlikely to be significantly vulnerable to future events. |
R-1 (low): | Good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating categories. May be vulnerable to future events, but qualifying negative factors are considered manageable. |
R-2 (high): | Upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. |
R-2 (middle): | Adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may be exposed to other factors that could reduce credit quality. |
R-2 (low): | Lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. A number of challenges are present that could affect the issuer’s ability to meet such obligations. |
R-3: | Lowest end of adequate credit quality. There is a capacity for the payment of short-term financial obligations as they fall due. May be vulnerable to future events and the certainty of meeting such obligations could be impacted by a variety of developments. |
I. | INTRODUCTION |
II. | PHILOSOPHY |
III. | PROXY VOTING GUIDELINES |
A. | DIRECTORS AND AUDITORS |
i. | Directors |
• | The board is not majority independent |
• | 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)(1) | Certificate of Trust, dated January 27, 2009, of Schwab Strategic Trust (the Registrant or the Trust) is incorporated by reference to Exhibit (a)(1) of the Registrant’s Registration Statement, filed July 15, 2009. |
(a)(2) | Registrant’s Amended and Restated Agreement and Declaration of Trust, dated October 12, 2009, is incorporated by reference to Exhibit (a)(3) of Pre-Effective Amendment No. 2 of the Registrant’s Registration Statement, filed October 27, 2009. |
(b) | Registrant’s By-Laws, dated January 26, 2009, is incorporated by reference to Exhibit (b) of the Registrant’s Registration Statement, filed July 15, 2009. |
(c) | Reference is made to Article 5 of the Registrant’s Agreement and Declaration of Trust. |
(d)(1) | Amended and Restated Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated March 1, 2017, is incorporated by reference to Exhibit (d)(1) of Post-Effective Amendment No. 95 of the Registrant’s Registration Statement, filed April 28, 2017 (hereinafter referred to as PEA No. 95). |
(d)(2) | Amendment No. 1, dated October 5, 2017, to the Amended and Restated Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated March 1, 2017, is incorporated by reference to Exhibit (d)(2) of Post-Effective Amendment No. 101 of the Registrant’s Registration Statement, filed October 5, 2017 (hereinafter referred to as PEA No. 101). |
(d)(3) | Amendment No. 2, dated March 11, 2019, to the Amended and Restated Advisory Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated March 1, 2017, is filed herein as Exhibit (d)(3). |
(e)(1) | Distribution Agreement between the Registrant and SEI Investments Distribution Co. is incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 1 of the Registrant’s Registration Statement, filed April 21, 2010 (hereinafter referred to as PEA No. 1). |
(e)(2) | Amendment No. 1, dated July 26, 2010, to Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(2) of Post-Effective Amendment No. 3 of the Registrant’s Registration Statement, filed July 23, 2010 (hereinafter referred to as PEA No. 3). |
(e)(3) | Amendment No. 2, dated December 17, 2010, to Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(3) of Post-Effective Amendment No. 7 of the Registrant’s Registration Statement, filed April 15, 2011 (hereinafter referred to as PEA No. 7). |
(e)(4) | Amendment No. 3, dated July 1, 2011, to the Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(4) of Post-Effective Amendment No. 12 of the Registrant’s Registration Statement, filed July 8, 2011 (hereinafter referred to as PEA No. 12). |
(e)(5) | Amendment No. 4, dated October 1, 2011, to the Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(5) of Post-Effective Amendment No. 17 of the Registrant’s Registration Statement, filed October 14, 2011 (hereinafter referred to as PEA No. 17). |
(e)(6) | Amendment No. 5, dated August 8, 2013, to the Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(6) of Post-Effective Amendment No. 46 to the Registrant’s Registration Statement, filed August 8, 2013 (hereinafter referred to as PEA No. 46). |
(e)(7) | Amendment No. 6, dated October 5, 2017, to the Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is incorporated by reference to Exhibit (e)(7) of PEA No. 101. |
(f) | Not applicable. |
(g)(1) | Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(1) of Pre-Effective Amendment No. 1 of Registrant’s Registration Statement, filed October 7, 2009 (hereinafter referred to as Pre-Effective Amendment No. 1). |
(g)(2) | Amendment, dated October 8, 2009, to the Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(2) of PEA No. 1. |
(g)(3) | Amendment, dated July 26, 2010, to the Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, filed September 24, 2010 is incorporated by reference to Exhibit (g)(3) of Post-Effective Amendment No. 4 of the Registrant’s Registration Statement, filed September 24, 2010 (hereinafter referred to as PEA No. 4). |
(g)(4) | Amendment, dated December 17, 2010, to the Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(4) of PEA No. 7. |
(g)(5) | Amendment, dated July 1, 2011, to the Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(5) of PEA No. 12. |
ITEM 28. | EXHIBITS. |
(g)(6) | Amendment, dated October 1, 2011, to the Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(6) of PEA No. 17. |
(g)(7) | Amendment, dated July 8, 2013, to the Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(7) of Post-Effective Amendment No. 56 of the Registrant’s Registration Statement, filed on December 26, 2013, (hereinafter referred to as PEA No. 56). |
(g)(8) | Amendment, dated October 5, 2017, to the Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(8) of PEA No. 101. |
(g)(9) | Amendment, dated November 16, 2017, to the Amended and Restated Master Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated October 17, 2005, is incorporated by reference to Exhibit (g)(9) of Post-Effective Amendment No. 103 of the Registrant’s Registration Statement, filed on December 28, 2017, (hereinafter referred to as PEA No. 103). |
(h)(1) | Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1) of Pre-Effective Amendment No. 1. |
(h)(1)(a) | Amendment No. 1, dated July 26, 2010, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(8) of PEA No. 3. |
(h)(1)(b) | Amendment No. 2, dated December 17, 2010, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1)(b) of PEA No. 7. |
(h)(1)(c) | Amendment No. 3, dated July 1, 2011, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1)(c) of PEA No. 12. |
(h)(1)(d) | Amendment No. 4, dated October 1, 2011, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1)(d) of PEA No. 17. |
(h)(1)(e) | Amendment No. 5, dated August 8, 2013, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1)(e) of PEA No. 46. |
(h)(1)(f) | Amendment No. 6, dated October 5, 2017, to the Administration Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is incorporated by reference to Exhibit (h)(1)(f) of PEA No. 101. |
(h)(2) | Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2) of Pre-Effective Amendment No. 1. |
(h)(2)(a) | Amendment, dated July 26, 2010, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, filed September 24, 2010 is incorporated by reference to Exhibit (h)(9) of PEA No. 4. |
(h)(2)(b) | Amendment, dated December 17, 2010, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2)(b) of PEA No. 7. |
(h)(2)(c) | Amendment, dated July 1, 2011, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2)(c) of PEA No. 12. |
(h)(2)(d) | Amendment, dated October 1, 2011, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2)(d) of PEA No. 17. |
(h)(2)(e) | Amendment, dated July 8, 2013, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2)(e) of PEA No. 56. |
(h)(2)(f) | Amendment, dated October 5, 2017, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is incorporated by reference to Exhibit (h)(2)(f) of PEA No. 101. |
(h)(3) | Authorized Participant Agreement is incorporated by reference to Exhibit (h)(3) of Pre-Effective Amendment No. 1. |
(h)(4) | Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4) of Pre-Effective Amendment No. 1. |
(h)(4)(a) | Amendment, dated October 8, 2009, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5) of PEA No. 1. |
(h)(4)(b) | Amendment, dated July 26, 2010, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, filed September 24, 2010 is incorporated by reference to Exhibit (h)(10) of PEA No. 4. |
(h)(4)(c) | Amendment, dated December 17, 2010, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(c) of PEA No. 7. |
(h)(4)(d) | Amendment, dated July 1, 2011, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(d) of PEA No. 12. |
ITEM 28. | EXHIBITS. |
(h)(4)(e) | Amendment, dated October 1, 2011, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(e) of PEA No. 17. |
(h)(4)(f) | Amendment, dated July 8, 2013, to the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(f) of PEA No. 56. |
(h)(4)(g) | Amendment, dated January 20, 2016, to Appendix A of the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(g) of Post-Effective Amendment No. 92 of the Registrant’s Registration Statement, filed December 28, 2016 (hereinafter referred to as PEA No. 92). |
(h)(4)(h) | Amendment, dated August 18, 2016, to Appendix A of the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(h) of PEA No. 92. |
(h)(4)(i) | Amendment, dated February 2, 2017, to Appendix A of the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(i) of PEA No. 95. |
(h)(4)(j) | Amendment, dated October 5, 2017, to Appendix A and Appendix B of the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(j) of PEA No. 101. |
(h)(4)(k) | Amendment, dated November 16, 2017, to Appendix A of the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(4)(k) of PEA No. 103. |
(h)(4)(l) | Amendment, modified March 11, 2019, to Appendix A of the Master Fund Accounting and Services Agreement between the Registrant and State Street Bank and Trust Company, dated October 1, 2005, is filed herein as Exhibit (h)(4)(l) |
(h)(5) | Sub-Administration Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(6) of Pre-Effective Amendment No. 1. |
(h)(5)(a) | Amendment, dated October 8, 2009, to the Sub-Administration Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(7) of PEA No. 1. |
(h)(5)(b) | Amendment, dated July 26, 2010 to the Sub-Administration Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, filed September 24, 2010 is incorporated by reference to Exhibit (h)(11) of PEA No. 4. |
(h)(5)(c) | Amendment, dated December 17, 2010, to the Sub-Administration Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(c) of PEA No. 7. |
(h)(5)(d) | Amendment, dated July 1, 2011, to the Sub-Administration Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(d) of PEA No. 12. |
(h)(5)(e) | Amendment, dated October 1, 2011, to the Sub-Administration Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(e) of PEA No. 17. |
(h)(5)(f) | Amendment, dated August 8, 2013, to the Sub-Administration Agreement between the Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(f) of PEA No. 56. |
(h)(5)(g) | Amendment, dated October 5, 2017, to the Sub-Administration Agreement between Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is incorporated by reference to Exhibit (h)(5)(g) of PEA No. 101. |
(h)(6) | Sublicense Agreement between the Registrant, Schwab Investments and Charles Schwab Investment Management, Inc., dated October 5, 2017, is incorporated by reference to Exhibit (h)(6) of PEA No. 101. |
(i) | Opinion and Consent of Counsel is filed herein as Exhibit (i). |
(j)(1) | Consent of PricewaterhouseCoopers LLP is filed herein as Exhibit (j)(1). |
(j)(2) | Power of Attorney executed by Walter W. Bettinger II, dated January 1, 2016, is incorporated by reference to Exhibit (j)(2) of Post-Effective Amendment No. 86 of the Registrant’s Registration Statement, filed on January 12, 2016 (hereinafter referred to as PEA No. 86). |
(j)(3) | Power of Attorney executed by Jonathan de St. Paer, dated April 1, 2019, is filed herein as Exhibit (j)(3). |
(j)(4) | Power of Attorney executed by Joseph R. Martinetto, dated January 1, 2016, is incorporated by reference to Exhibit (j)(4) of PEA No. 86. |
ITEM 28. | EXHIBITS. |
(j)(5) | Power of Attorney executed by Robert W. Burns, dated January 1, 2016, is incorporated by reference to Exhibit (j)(5) of PEA No. 86. |
(j)(6) | Power of Attorney executed by John F. Cogan, dated January 1, 2016, is incorporated by reference to Exhibit (j)(6) of PEA No. 86. |
(j)(7) | Power of Attorney executed by Stephen Timothy Kochis, dated January 1, 2016, is incorporated by reference to Exhibit (j)(7) of PEA No. 86. |
(j)(8) | Power of Attorney executed by David L. Mahoney, dated January 1, 2016, is incorporated by reference to Exhibit (j)(8) of PEA No. 86. |
(j)(9) | Power of Attorney executed by Kiran M. Patel, dated January 1, 2016, is incorporated by reference to Exhibit (j)(9) of Post-Effective Amendment No. 88 of the Registrant’s Registration Statement, filed on April 27, 2016. |
(j)(10) | Power of Attorney executed by Kimberly S. Patmore, dated January 1, 2016, is incorporated by reference to Exhibit (j)(10) of PEA No. 86. |
(j)(11) | Power of Attorney executed by Nancy F. Heller, dated June 1, 2018, is incorporated by reference to Exhibit (j)(11) of Post-Effective Amendment No. 107 of the Registrant’s Registration Statement, filed on June 26, 2018. |
(j)(12) | Power of Attorney executed by Gerald B. Smith, dated January 1, 2016, is incorporated by reference to Exhibit (j)(12) of PEA No. 86. |
(j)(13) | Power of Attorney executed by Jane P. Moncreiff, dated January 28, 2019, is filed herein as Exhibit (j)(13). |
(j)(14) | Power of Attorney executed by Mark D. Fischer, dated January 1, 2016, is incorporated by reference to Exhibit (j)(14) of PEA No. 86. |
(k) | Not applicable. |
(l) | None. |
(m) | Not applicable. |
(n) | Not applicable. |
(o) | Not applicable. |
(p)(1) | Joint Code of Ethics for the Registrant and Charles Schwab Investment Management, Inc., dated February 26, 2019, is filed herein as Exhibit (p)(1). |
(p)(2) | Code of Ethics of SEI Investments Distribution Co., dated November 26, 2018, is incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 109 of the Registrant’s Registration Statement, filed on December 13, 2018. |
Item 29. | Persons Controlled By Or Under Common Control With The Registrant. |
Item 30. | Indemnification. |
Item 31. | Business And Other Connections Of Investment Adviser. |
Name and Position with Adviser | Name of Other Company | Capacity |
Walter W. Bettinger, II, Director | The Charles Schwab Corporation | Director, President and Chief Executive Officer |
Charles Schwab & Co., Inc. | Director, President and Chief Executive Officer | |
Schwab Holdings, Inc. | Director, President and Chief Executive Officer | |
Schwab International Holdings, Inc. | President and Chief Executive Officer | |
Charles Schwab Bank | Director | |
Charles Schwab 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 | |
Peter B. Crawford, Director | The Charles Schwab Corporation | Executive Vice President and Chief Financial Officer |
Charles Schwab & Co., Inc. | Director, Executive Vice President and Chief Financial Officer | |
Schwab Holdings, Inc. | Director, Executive Vice President and Chief Financial Officer | |
Charles Schwab Global Holdings, Inc. | Executive Vice President and Chief Financial Officer | |
Schwab International Holdings, Inc. | Executive Vice President and Chief Financial Officer | |
Performance Technologies, Inc. | Executive Vice President and Chief Financial Officer | |
Schwab (SIS) Holdings, Inc. I | Executive Vice President and Chief Financial Officer | |
Schwab Technology Holdings, Inc. | Executive Vice President and Chief Financial Officer | |
Jonathan de St. Paer, Director, President and Chief Executive Officer | Charles Schwab & Co., Inc. | Senior Vice President |
Schwab Funds | Trustee, President and Chief Executive Officer | |
Laudus Funds | Trustee, President and Chief Executive Officer | |
Schwab ETFs | Trustee, President and Chief Executive Officer | |
Charles Schwab Worldwide Funds, plc | Director | |
Charles Schwab Asset Management (Ireland) Limited | Director |
Name and Position with Adviser | Name of Other Company | Capacity |
Omar Aguilar, Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies | Schwab Funds | Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies |
Laudus Funds | Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies | |
Schwab ETFs | Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies | |
Brett Wander, Senior Vice President and Chief Investment Officer – Fixed Income | Schwab Funds | Senior Vice President and Chief Investment Officer – Fixed Income |
Laudus Funds | Senior Vice President and Chief Investment Officer – Fixed Income | |
Schwab ETFs | Senior Vice President and Chief Investment Officer – Fixed Income | |
David Lekich, Senior Vice President and Chief Counsel | Charles Schwab & Co., Inc. | Senior Vice President |
Schwab Funds | Secretary and Chief Legal Officer | |
Laudus Funds | Vice President and Assistant Clerk | |
Schwab ETFs | Secretary and Chief Legal Officer | |
Michael Hogan, Senior Vice President and Chief Compliance Officer | Schwab Funds | Chief Compliance Officer |
Schwab ETFs | Chief Compliance Officer | |
Laudus Funds | Chief Compliance Officer | |
Charles Schwab & Co., Inc. | Senior Vice President and Chief Compliance Officer – IIMS Compliance | |
George Pereira, Senior Vice President, Chief Financial Officer and Chief Operating Officer | Schwab Funds | Senior Vice President and Chief Operating Officer |
Laudus Funds | Senior Vice President and Chief Operating Officer | |
Schwab ETFs | Senior Vice President and Chief Operating Officer | |
Charles Schwab Worldwide Funds, plc | Director | |
Charles Schwab Asset Management (Ireland) Limited | Director |
Item 32. | Principal Underwriter: |
Name | Position and Office with Underwriter | Positions and Offices with Registrant |
William M. Doran | Director | None |
Paul F. Klauder | Director | None |
Wayne M. Withrow | Director | None |
Kevin Barr | Director, President & Chief Executive Officer | None |
Maxine Chou | Chief Financial Officer, Chief Operations Officer, & Treasurer | None |
Jennifer H. Campisi | Chief Compliance Officer, Anti-Money Laundering Officer & Assistant Secretary | None |
John C. Munch | General Counsel & Secretary | None |
Mark J. Held | Senior Vice President | None |
Name | Position and Office with Underwriter | Positions and Offices with Registrant |
Lori L. White | Vice President & Assistant Secretary | None |
John P. Coary | Vice President & Assistant Secretary | None |
Robert Silvestri | Vice President | None |
Judith A. Hirx | Vice President | None |
Jason McGhin | Vice President | None |
Gary Michael Reese | Vice President | None |
Item 33. | Location Of Accounts And Records. |
1) | Schwab Strategic Trust, 211 Main Street, San Francisco, CA 94105 |
2) | Charles Schwab Investment Management, Inc., 211 Main Street, San Francisco, CA 94105 |
3) | Principal Underwriter — SEI Investments Distribution Co., 1 Freedom Valley Drive, Oaks, PA 19456 |
4) | Custodian — State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111 |
5) | Transfer Agent — State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111 |
Item 34. | Management Services. |
Item 35. | Undertakings. |
SCHWAB STRATEGIC TRUST |
Registrant |
Jonathan de St. Paer* |
Jonathan de St. Paer, President and Chief Executive Officer |
Signature | Title | |
Walter
W. Bettinger II*
Walter W. Bettinger II |
Chairman and Trustee | |
Jonathan
de St. Paer*
Jonathan de St. Paer |
Trustee, President and Chief Executive Officer | |
Joseph
R. Martinetto*
Joseph R. Martinetto |
Trustee | |
Robert
W. Burns*
Robert W. Burns |
Trustee | |
John
F. Cogan*
John F. Cogan |
Trustee | |
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)(3) | Amendment No. 2 to Amended and Restated Advisory Agreement |
Exhibit (h)(4)(l) | Amendment to Appendix A of the Master Fund Accounting and Services Agreement |
Exhibit (i) | Opinion and Consent of Counsel |
Exhibit (j)(1) | Consent of PricewaterhouseCoopers LLP |
Exhibit (j)(3) | Power of Attorney for Jonathan de St. Paer |
Exhibit (j)(13) | Power of Attorney for Jane P. Moncreiff |
Exhibit (p)(1) | Joint Code of Ethics |
AMENDMENT NO. 2 TO
AMENDED AND RESTATED ADVISORY AGREEMENT
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED ADVISORY AGREEMENT (this Amendment ), effective as of March 11, 2019 by and between Schwab Strategic Trust (the Trust ) and Charles Schwab Investment Management, Inc. (the Adviser ).
WHEREAS, Trust and Adviser entered into an Amended and Restated Advisory Agreement, dated March 1, 2017 (the Advisory Agreement ), pursuant to which Adviser serves as investment adviser to the Trust on behalf of the series set forth on Schedule A to the Advisory Agreement;
WHEREAS, the parties hereto desire to amend Schedule A to the Advisory Agreement with respect to Schwab U.S. Dividend Equity ETF, Schwab U.S. Small-Cap ETF, and Schwab U.S. Mid-Cap ETF (each a fund) to reflect a change to the rate paid by the Trust to the Adviser as compensation for the Advisers services rendered to each fund.
NOW, THEREFORE, in consideration of the premises, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. |
Schedule A of the Advisory Agreement is hereby amended to reflect a change to the rate paid by the Trust to the Adviser as compensation for the Advisers services rendered to each fund: |
A new Schedule A is hereby attached to this Amendment.
2. |
Except as expressly amended and provided herein, all of the terms, conditions and provisions of the Advisory Agreement shall continue in full force and effect. Capitalized terms not defined herein shall have the same meaning as set forth in the Advisory Agreement. |
3. |
Entire Agreement . The Advisory Agreement as modified by this Amendment constitutes the entire agreement among the parties with respect to the subject matter contained herein and therein and may only be amended by a writing executed by all parties. |
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date set forth above.
SCHWAB STRATEGIC TRUST, on behalf of each Fund listed on Schedule A
By: /s/ George Pereira Name: George Pereira Title: Senior Vice President and Chief Operating Officer |
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
By: /s/ Marie Chandoha Name: Marie Chandoha Title: Chief Executive Officer |
SCHEDULE A
to the
ADVISORY AGREEMENT
dated as of March 11, 2019 between
SCHWAB STRATEGIC TRUST
and
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
The Trust will pay to the Adviser as compensation for the Advisers services rendered, a fee, computed daily, at an annual rate, based on the average daily net assets of the respective Fund, in accordance the following fee schedule:
Fund | Rate | |||
Schwab U.S. Broad Market ETF |
0.03%* | |||
Schwab U.S. Large-Cap ETF |
0.03%* | |||
Schwab U.S. Large-Cap Growth ETF |
0.04%* | |||
Schwab U.S. Large-Cap Value ETF |
0.04%* | |||
Schwab U.S. Small-Cap ETF |
0.04%* | |||
Schwab International Equity ETF |
0.06%* | |||
Schwab International Small-Cap Equity ETF |
0.12%* | |||
Schwab Emerging Markets Equity ETF |
0.13%* | |||
Schwab U.S. TIPS ETF |
0.05%* | |||
Schwab Short-Term U.S. Treasury ETF |
0.06%* | |||
Schwab Intermediate-Term U.S. Treasury ETF |
0.06%* | |||
Schwab U.S. REIT ETF |
0.07%* | |||
Schwab U.S. Mid-Cap ETF |
0.04%* | |||
Schwab U.S. Aggregate Bond ETF |
0.04%* | |||
Schwab U.S. Dividend Equity ETF |
0.06%* | |||
Schwab Fundamental U.S. Broad Market Index ETF |
0.25%* | |||
Schwab Fundamental U.S. Large Company Index ETF |
0.25%* | |||
Schwab Fundamental U.S. Small Company Index ETF |
0.25%* | |||
Schwab Fundamental International Large Company Index ETF |
0.25%* | |||
Schwab Fundamental International Small Company Index ETF |
0.39%* | |||
Schwab Fundamental Emerging Markets Large Company Index ETF |
0.39%* | |||
Schwab 1000 Index ETF |
0.05%* |
* |
The Adviser will pay the operating expenses of the Fund, excluding taxes, any brokerage expenses, and extraordinary or non-routine expenses. |
March 11, 2019
State Street Bank and Trust Company
1 Heritage Drive
North Quincy, MA 02171
Attention: Stephen V. Russo, Vice President
RE: Schwab Funds
Ladies and Gentlemen:
Reference is made to the Master Fund Accounting and Services Agreement between us dated as of October 1, 2005, as amended and supplemented (the Agreement ). Pursuant to the Agreement, this letter is to provide notice of clarification to Appendix A to the Agreement. Appendix A has been modified to identify funds that are classified as fund of funds. A revised Appendix A to the Agreement is attached hereto.
Please indicate your acceptance of the modified Appendix A by executing two copies of this letter, returning one to us and retaining one copy for your records.
Very truly yours,
EACH OF THE ENTITIES SET FORTH ON APPENDIX A HERETO
By: |
/s/ Mark Fischer |
|
Name: | Mark Fischer | |
Title: | Treasurer and Chief Financial Officer | |
Accepted: |
STATE STREET BANK AND TRUST COMPANY
By: |
/s/ Andrew Erickson |
|
Name: | Andrew Erickson | |
Title: | Executive Vice President |
APPENDIX A
(Effective December 1, 2017,
Modified March 11, 2019)
TO
MASTER FUND ACCOUNTING AND SERVICES AGREEMENT
MANAGEMENT INVESTMENT COMPANIES AND PORTFOLIOS THEREOF, IF ANY
THE CHARLES SCHWAB FAMILY OF FUNDS
Schwab Money Market Fund
Schwab Value Advantage Money Fund
Schwab Retirement Advantage Money Fund
Schwab Investor Money Fund
Schwab Government Money Fund
Schwab U.S. Treasury Money Fund
Schwab Municipal Money Fund
Schwab California Municipal Money Fund
Schwab New York Municipal Money Fund
Schwab AMT Tax-Free Money Fund
Schwab Cash Reserves
Schwab Advisor Cash Reserves
Schwab Treasury Obligations Money Fund
Schwab Variable Share Price Money Fund
Schwab Retirement Government Money Fund
SCHWAB INVESTMENTS
Schwab 1000 Index Fund
Schwab GNMA Fund
Schwab Tax-Free Bond Fund
Schwab California Tax-Free Bond Fund
Schwab Treasury Inflation Protected Securities Index Fund
Schwab Intermediate-Term Bond Fund
Schwab Global Real Estate Fund
Schwab U.S. Aggregate Bond Index Fund
Schwab Short-Term Bond Index Fund
SCHWAB CAPITAL TRUST
Schwab International Index Fund
Schwab Small-Cap Index Fund
Schwab MarketTrack Growth Portfolio*
Schwab MarketTrack Balanced Portfolio*
Schwab MarketTrack Conservative Portfolio*
Schwab MarketTrack All Equity Portfolio*
Schwab S&P 500 Index Fund
Schwab Dividend Equity Fund
Schwab Small-Cap Equity Fund
Schwab Large-Cap Growth Fund
Schwab Total Stock Market Index Fund
Schwab Health Care Fund
Schwab Target 2010 Fund*
Schwab Target 2015 Fund*
Schwab Target 2020 Fund*
Schwab Target 2025 Fund*
Schwab Target 2030 Fund*
Schwab Target 2035 Fund*
Schwab Target 2040 Fund*
Schwab Target 2045 Fund*
Schwab Target 2050 Fund*
Schwab Target 2055 Fund*
Schwab Target 2060 Fund*
Schwab Target 2010 Index Fund*
Schwab Target 2015 Index Fund*
Schwab Target 2020 Index Fund*
Schwab Target 2025 Index Fund*
Schwab Target 2030 Index Fund*
Schwab Target 2035 Index Fund*
Schwab Target 2040 Index Fund*
Schwab Target 2045 Index Fund*
Schwab Target 2050 Index Fund*
Schwab Target 2055 Index Fund*
Schwab Target 2060 Index Fund*
Schwab Core Equity Fund
Schwab Hedged Equity Fund
Laudus International MarketMasters Fund
Laudus Small-Cap MarketMasters Fund
Schwab Balanced Fund *
Schwab Fundamental US Small Company Index Fund
Schwab Fundamental US Large Company Index Fund
Schwab Fundamental International Large Company Index Fund
Schwab Fundamental Emerging Markets Large Company Index Fund
Schwab Fundamental International Small Company Index Fund
Schwab Monthly Income Fund - Moderate Payout *
Schwab Monthly Income Fund - Enhanced Payout *
Schwab Monthly Income Fund - Maximum Payout *
Schwab International Core Equity Fund
Schwab Fundamental Global Real Estate Index Fund
Schwab U.S. Large-Cap Growth Index Fund
Schwab U.S. Large-Cap Value Index Fund
Schwab U.S. Mid-Cap Index Fund
SCHWAB ANNUITY PORTFOLIOS
Schwab Government Money Market Portfolio
Schwab S&P 500 Index Portfolio
Schwab MarketTrack Growth Portfolio II*
Schwab VIT Balanced Portfolio*
Schwab VIT Balanced with Growth Portfolio*
Schwab VIT Growth Portfolio*
SCHWAB STRATEGIC TRUST
Schwab U.S. Broad Market ETF
Schwab U.S. Large-Cap ETF
Schwab U.S. Large-Cap Growth ETF
Schwab U.S. Large-Cap Value ETF
Schwab U.S. Small-Cap ETF
Schwab International Equity ETF
Schwab International Small-Cap Equity ETF
Schwab Emerging Markets Equity ETF
Schwab U.S. TIPS ETF
Schwab Short-Term U.S. Treasury ETF
Schwab Intermediate-Term U.S. Treasury ETF
Schwab U.S. REIT ETF
Schwab U.S. Mid-Cap ETF
Schwab U.S. Aggregate Bond ETF
Schwab U.S. Dividend Equity ETF
Schwab Fundamental U.S. Broad Market Index ETF
Schwab Fundamental U.S. Large Company Index ETF
Schwab Fundamental U.S. Small Company Index ETF
Schwab Fundamental International Large Company Index ETF
Schwab Fundamental International Small Company Index ETF
Schwab Fundamental Emerging Markets Large Company Index ETF
Schwab 1000 Index ETF
* |
Indicates Fund of Funds |
|
1900 K Street, NW Washington, DC 20006 |
|||
+1 202 261 3300 Main | ||||
+1 202 261 3333 Fax www.dechert.com
|
April 26, 2019
Schwab Strategic Trust
211 Main Street
San Francisco, CA 94105
Dear Ladies and Gentlemen:
We have acted as counsel for Schwab Strategic Trust (the Trust), a trust duly organized and validly existing under the laws of the State of Delaware, in connection with Post-Effective Amendment No. 111 to the Trusts Registration Statement on Form N-1A, together with all Exhibits thereto (the Registration Statement) relating to the issuance and sale by the Trust of an indefinite number of shares of beneficial interest of the Trust, under the Securities Act of 1933, as amended (the 1933 Act), and Amendment No. 113 to the Registration Statement under the Investment Company Act of 1940, as amended. We have examined such governmental and corporate certificates and records as we deemed necessary to render this opinion and we are familiar with the Trusts Amended and Restated Agreement and Declaration of Trust and its By-Laws, each as amended to date.
Based upon the foregoing, we are of the opinion that the shares proposed to be sold pursuant to the Registration Statement, when paid for as contemplated in the Registration Statement, will be legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the U.S. Securities and Exchange Commission, and to the use of our name in the Trusts Registration Statement to be dated on or about April 26, 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 Strategic Trust of our reports dated February 19, 2019, relating to the financial statements and financial highlights, which appear in Schwab U.S. TIPS ETF, Schwab Short-Term U.S. Treasury ETF, Schwab Intermediate-Term U.S. Treasury ETF and Schwab U.S. Aggregate Bond ETFs Annual Reports on Form N-CSR for the year ended December 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
April 22, 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/ Jonathan de St. Paer | Date: April 1, 2019 | |||
Jonathan de St. Paer | ||||
Trustee, President and Chief Executive Officer |
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB ANNUITY PORTFOLIOS
SCHWAB INVESTMENTS
SCHWAB CAPITAL TRUST
LAUDUS TRUST
SCHWAB STRATEGIC TRUST
POWER OF ATTORNEY
I, the undersigned trustee and/or officer of The Charles Schwab Family of Funds, Schwab Annuity Portfolios, Schwab Investments, Schwab Capital Trust and Laudus Trust, each a Massachusetts business trust, and Schwab Strategic Trust, a Delaware statutory trust (each a Trust), do hereby constitute and appoint David Lekich, Catherine MacGregor, Robin Nesbitt, Douglas P. Dick, Jeremy I. Senderowicz and Stephen T. Cohen, and each of them singly, my true and lawful attorneys, with full power to them and each of them, to sign for me and in my name and the capacity listed below, any and all amendments to the Registration Statement on Form N-1A of each Trust, and to file the same with all exhibits thereto, and other documents in connection thereunder, with the Securities and Exchange Commission, granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the premises, as fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
/s/ Jane P. Moncreiff | Date: January 28, 2019 | |||
Jane P. Moncreiff | ||||
Trustee |
J.II.1.B.
THE CHARLES SCHWAB FAMILY OF FUNDS
SCHWAB INVESTMENTS
SCHWAB CAPITAL TRUST
SCHWAB ANNUITY PORTFOLIOS
SCHWAB STRATEGIC TRUST
LAUDUS TRUST
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
CHARLES SCHWAB & CO., INC.
JOINT CODE OF ETHICS
PERSONAL TRADING POLICY
Effective February 26, 2019
Capitalized terms used in the Code are defined, when practicable, within the related text. Otherwise such terms are defined in the attached Appendix A.
1
J.II.1.B.
INTRODUCTION
Charles Schwab Investment Management, Inc. (CSIM) and Charles Schwab & Co., Inc. (CS&Co.), in its capacity as principal underwriter for certain funds, have a fiduciary duty to the Funds and advisory clients (Clients). The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios (the Schwab Funds), Laudus Trust (the Laudus Funds) and Schwab Strategic Trust (the Schwab ETFs, and together with Schwab Funds and Laudus Funds, the Funds) have a fiduciary duty to their shareholders. To assist in meeting these fiduciary duties, CSIM, CS&Co. and the Funds expect every person subject to this Joint Code of Ethics to demonstrate the highest standards of ethical conduct in such a manner as to (i) avoid serving their own personal interest ahead of clients, (ii) avoid taking inappropriate advantage of their position with CS&Co., CSIM or the Funds, and (iii) avoid and, where appropriate, mitigate any actual or potential conflicts of interests or any abuse of their position of trust and responsibility.
To this end, CSIM, CS&Co. and the Funds have adopted this Joint Code of Ethics (the Code) which sets the minimum standards of conduct applicable to all of CSIMs directors, officers and employees, officers and trustees of the Funds, and certain CS&Co. persons and other individuals as designated by the Chief Compliance Officer (CCO) or designee (Access Persons).
The Code is designed to help Access Persons avoid potential conflicts that may arise from their actions and their personal investments and preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct.
In addition, all CSIM and CS&Co. employees are also responsible for knowing and complying with The Charles Schwab Corporations Compliance Manual, The Code of Business Conduct and Ethics and applicable policies and procedures related to individual roles and responsibilities. Access Persons who are also CS&Co. employees are required to comply with the Broker-Dealer Compliance Manual as well.
The Code does not and cannot identify all possible conflicts of interest that you might encounter. Rather, you have an on-going responsibility to identify any areas where personal activities may conflict with Clients interests and to operate in a manner that mitigates both actual and perceived conflicts. You must at all times act in accordance with both the letter and the spirit of applicable laws, rules and regulations.
If you violate this Code or associated policies and procedures, CSIM, the Funds and/or CS&Co. may impose disciplinary action against you which may include
2
J.II.1.B.
notification to your supervisor, disgorgement of profits and possibly suspension and/or termination.
If you have any questions concerning a proposed course of action that may present a conflict of interest, you should contact your supervisor for guidance. Supervisors who have questions about how to proceed should contact the CCO or his or her designee for guidance.
MATERIAL NON-PUBLIC INFORMATION
You have an obligation to safeguard material non-public information (MNPI) regarding CSIM and its Clients, including the Funds. The Charles Schwab Corporations Compliance Manual has policies and procedures that establish minimum requirements that all employees are required to follow when in possession of MNPI about any issuer. In addition, when you are in possession of confidential information about CSIM and/or its Clients, you are prohibited from sharing such information with anyone, other than those who have a business need to know, and from using such information for personal gain.
Specifically, you are prohibited from:
∎ |
Disclosing current portfolio transactions that portfolio managers and traders have made or potential portfolio transactions that are being contemplated on behalf of Clients or any other non-public information to anyone outside of CSIM, except as required to effect securities transactions on behalf of a Client. |
∎ |
Trading on the basis of the Funds MNPI: the following types of information have, under certain circumstances, been determined to be MNPI in the mutual fund context (if not yet publicly disclosed): |
i. |
Holdings and transaction information. |
ii. |
The portfolio managers investment decisions. |
iii. |
Performance analysis. |
iv. |
Subscription and redemption activity. |
v. |
Dividend activity. |
vi. |
Decisions to hire or fire an adviser/sub-adviser or invest or divest in a proprietary or third-party mutual fund or ETF. |
3
J.II.1.B.
vii. |
Material sub-adviser due diligence information. |
viii. |
Change of portfolio manager. |
∎ |
Using knowledge of portfolio transactions that portfolio managers and traders have made or potential portfolio transactions that are being contemplated on behalf of Clients to personally profit, or cause others to profit, by the market effect of such transactions. Anytime you are in possession of MNPI, you are prohibited from transacting in such transactions, regardless of having received pre-clearance approval (as discussed below). |
∎ |
Engaging in deceptive conduct in connection with the purchase or sale of portfolio transactions for Client accounts, including without limitation: |
i. |
Employing any device, scheme or artifice to defraud any Client. |
ii. |
Making any untrue statement of a material fact to any Client or misleading any Client by omitting to state a material fact. |
iii. |
Engaging in any act, practice or course of business that would defraud or deceive any Client. |
iv. |
Engaging in any manipulative practice with respect to any Client. |
v. |
Investing in derivatives or similar instruments to evade the restrictions of this Code. |
∎ |
In addition to the above, employees may receive MNPI concerning certain issuers, underwriters or from representatives of issuers or underwriters during their normal course of employment. Such information may include information that has not been publically disseminated such as potential transactions, financing and capital requests, future rating actions and certain information about the issuer or its securities. Any employee who suspects they are in receipt of MNPI should limit their communications with others regarding such MNPI and immediately contact the Compliance department. |
These requirements may be supplemented from time to time by additional policies and procedures. It is your responsibility to be familiar with and to comply with all such policies and procedures.
4
J.II.1.B.
PERSONAL TRADING
I. Introduction
This section of the Code contains rules applicable to Access Persons and certain of their household members (Covered Persons) regarding owning and trading Covered Securities in certain Personal Accounts.
An Access Person is
∎ |
Any officer, director or trustee of CSIM or the Funds |
∎ |
Any CSIM employee |
∎ |
Certain CSIM contractors as determined and notified by CSIM Compliance |
∎ |
Certain CS&Co. employees, as determined and notified by CSIM Compliance, who support CSIM and/or the Funds |
∎ |
Other persons who are determined and notified by the CCO or his designee to have access to nonpublic information regarding any Client or Fund, including portfolio holdings and/or any transactions in a portfolio |
If you are an Access Person, your Covered Persons include
∎ |
Your spouse |
∎ |
Your minor children |
∎ |
Individuals living in your home who are supported, directly or indirectly, to a material extent by you |
Questions concerning Covered Persons should be directed to CSIM Compliance.
Personal Accounts are securities accounts over which you or any of your Covered Persons exercise direct or indirect control or discretion or in which you or any of your Covered Persons have a direct or indirect beneficial ownership or financial interest.
Covered Securities include:
∎ |
All publicly and privately traded securities |
∎ |
Debt securities including convertible, municipal and non-U.S. government bonds |
∎ |
Any option, future, forward contract or other obligation involving securities or indices thereof, including an instrument whose value is derived or based on any of the above |
∎ |
Any separate security which is convertible into or exchangeable for, or which confers a right to purchase, a Covered Security |
5
J.II.1.B.
∎ |
Shares of a closed-end investment company |
∎ |
Exchange traded products ( e.g. , ETFs/ETNs, including Schwab ETFs) |
∎ |
Shares of the Schwab and Laudus Funds (except money market funds) |
The following securities are excluded from the definition of Covered Securities:
∎ |
Shares of registered non-affiliated open-end investment companies (e.g., mutual funds), except for shares of ETFs |
∎ |
Shares of non-affiliated unit investment trusts that invest exclusively in non-affiliated registered open-end investment companies, except those that trade as exchanged traded products |
∎ |
Direct obligations of the U.S. government (e.g., Treasury securities) |
∎ |
High-Quality Short-Term Debt Instruments, as defined in Appendix A, such as bank certificates of deposit, bankers acceptances, repurchase agreements, and commercial paper |
∎ |
Affiliated money market funds 1 |
II. Reporting Requirements
The following reporting requirements apply to all Access Persons and their Covered Persons (excluding Independent Trustees unless otherwise noted in Section II.E. below).
A. |
Initial Accounts and Holdings Reports and Certifications |
Within 10 days of hire or of being notified by CSIM Compliance that you have been deemed an Access Person, you must:
∎ |
Report all of your Personal Accounts that are capable of holding Covered Securities (including those of your Covered Persons). |
∎ |
Complete your Initial Holdings Report in Covered Securities (including those of your Covered Persons). |
∎ |
Complete your acknowledgement of the Code and Compliance Manual. |
Your Initial Holdings Report must include the name of security, type of security, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each security held, as well as the name of any broker, dealer or bank with whom the account is maintained, the name on the account and the account number. You must submit an Accounts and Holdings Report even if you do not have any securities accounts or applicable holdings. Initial reports are submitted through the on-line
1 Receipt of MNPI concerning an affiliated money market fund may subject an Access Person to trade restrictions in such fund.
6
J.II.1.B.
personal trading monitoring system utilized by CSIM (Personal Trading Monitoring System) and the information contained in the report must be current as of a date no more than 45 days prior to the date of your hire or of being notified by CSIM Compliance that you have been deemed an Access Person.
B. |
Quarterly Transaction Reports |
Within 30 calendar days of the end of each calendar quarter, you must report all transactions in Covered Securities in all Personal Accounts. You are required to submit a quarterly report even if there were no reportable transactions during the quarter. The report must indicate the date you submit the report, as well as the following:
1. |
The transaction date, name and identifier of the security (such as exchange ticker symbol or CUSIP number), interest rate and maturity date, number of shares, and cost of each reportable security involved; |
2. |
The name of the broker, dealer or bank with or through which the transaction was effected; |
3. |
The type of transaction, such as purchase, sale or any other type of acquisition or disposition; and |
4. |
The price of the security at which the transaction was effected. |
Transaction information is automatically updated in the Personal Trading Monitoring System throughout the quarter to reflect transactions made in CS&Co. and certain third party broker accounts you have disclosed. This may not include all of the transactions you must report, and it is your responsibility to review the information and update it to ensure it is accurate and complete. This includes providing information on any new Personal Account established during the quarter including the name of the broker, dealer or bank and the date the account was established.
C. |
Annual Holdings Reports |
In addition to the quarterly transaction reporting requirements, within 45 calendar days of the end of each calendar year, you must report all holdings (as of December 31) in Covered Securities in Personal Accounts.
Similar to quarterly transaction reporting, holdings information is displayed on the Access Persons reporting screen in the Personal Trading Monitoring System. The position may not reflect all activities in a security (e.g. corporate actions) and you must review and correct the holdings
7
J.II.1.B.
report, as needed, to ensure its accuracy. Your report must indicate the date you submit the report and must include the title, type of security, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each security held, as well as the name of any broker, dealer or bank with whom the account is maintained.
D. |
Other Compliance Certifications |
On a quarterly basis, you are required to confirm your compliance with the provisions of this Code. In addition, you must acknowledge, in writing, which may be made electronically, receipt of any revisions to this Code whenever amendments to the Code are made and delivered.
E. |
Independent Trustee Reporting Requirements |
Independent Trustees are required to submit a Quarterly Transactions Report containing the information as described below to the Funds CCO. Such report must include:
∎ |
all transactions in any Funds, excluding money market funds, on whose board the Independent Trustee serves |
∎ |
all transactions made in a Covered Security if, at the time of that transaction, they knew or, in the ordinary course of fulfilling their official duties as Independent Trustees of the Funds, should have known that, during the 15-day period immediately before or after the date of their transaction, the same Covered Security was purchased or sold by the Fund or was being considered by the Fund or its investment adviser(s) for purchase or sale by the Fund |
III. Preclearance Requirements
A. |
General Requirements |
All Access Persons, except (i) Independent Trustees and (ii) Interested Trustees and/or directors of CSIM not responsible for the day to day management of CSIM, must receive clearance prior to the execution of any transaction in Covered Securities in their Personal Accounts (including the accounts of their Covered Persons).
Notwithstanding the above, Access Persons who are (i) Independent Trustees and (ii) Interested Trustees and/or directors of CSIM not responsible for the day to day management of CSIM, must receive clearance prior to the execution of transactions in the Funds, excluding money market funds.
8
J.II.1.B.
B. |
How to Request Preclearance |
Generally, you must submit requests for pre-clearance of personal transactions through the Personal Trading Monitoring System unless otherwise noted in this Code. Pre-clearance requests will be reviewed by CSIM Compliance in relation to information available from the trading system(s) or other relevant information sources (consulting with CSIM Portfolio Management as needed) to determine whether your request should be approved. CSIM Compliance may, at its discretion, require supervisor approval of a pre-clearance request before considering such request. You will be notified via email of approval or denial. Pre-clearance requests made by the CCO will be forwarded to The Charles Schwab Corporation CCO or his or her designee for approval.
You should only submit a pre-clearance request when you intend to execute a trade, not to secure your right to execute a transaction on the basis of favorable intraday price movements. Excessive pre-clearance requests and/or trading in personal accounts are strongly discouraged. CSIM Compliance monitors trading activity, reports this activity periodically to CSIM management and may impose additional trading restrictions or prohibitions as appropriate.
Access Persons who are (i) Independent Trustees and (ii) Interested Trustees and/or directors of CSIM not responsible for day to day management of CSIM, should direct any preclearance request to the CCO or his or her designee by telephone or email.
C. |
Two Day Effective Period |
Pre-clearance of personal securities transactions for publicly traded securities will be effective for two (2) days beginning on the calendar day on which pre-clearance approval is granted, as well as trading day immediately following.
Limit Orders, including stop loss orders, will generally not be allowed unless you expect the order to be completed within the two day effective period. If your order is not executed within the two day effective period, your initial pre-clearance will no longer be valid and you will need to cancel the open order(s) and obtain pre-clearance again.
You are prohibited from trading in a security if, after you have received pre-clearance approval, you come into possession of MNPI.
9
J.II.1.B.
D. |
Additional Responsibilities |
∎ |
Access Persons, excluding Independent Trustees, may not trade in securities included on The Charles Schwab Corporations Restricted List for their own benefit or the benefit of CS&Co. when the restriction indicates that it applies to all employees. This restriction also applies to Covered Persons and Personal Accounts over which the Access Person has control. Before trading, you must check to see if the security is on the Restricted Securities List (Schweb jumpword: restricted list.) |
∎ |
Certain Access Persons may be subject to trading restrictions of The Charles Schwab Corporation common stock (SCHW) and its derivatives. Before trading in SCHW or a derivative security, you are responsible for checking the SCHW Trading Window (Schweb jumpword: trading window.) |
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Requests for approval to become a Power of Attorney (POA) on an account must be submitted via the Schwab online reporting system (the Online Reporting System). Written approval must be obtained prior to becoming a POA on any account. Generally, approval will be considered only for immediate family member accounts where the employee can demonstrate an appropriate purpose for the POA. |
IV. Blackout Periods
All Access Persons are prohibited from engaging in any transaction in a Covered Security when they know or should have known at the time that there is a pending buy or sell order in that same security for any Client Account. Exceptions to this prohibition may be granted by CSIM Compliance if, upon receipt of a request for preclearance of a transaction in a mutual fund or ETF, it determines that the client trading activity in that mutual fund or ETF occurred for cash flow purposes or that other potential conflicts do not exist or are adequately mitigated.
Certain additional trading restrictions apply to Investment Personnel, as defined from time to time by CSIM Compliance and as outlined within Appendix A, as follows:
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Investment Personnel are prohibited from trading in a Covered Security if the same security has been traded in a Fund or Client Account during the past seven (7) calendar days, or is expected to be traded within the next seven (7) calendar days. |
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Investment Personnel transactions will be reviewed further by the CCO or his or her designee and may be required to reverse the transaction in the following situation: |
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J.II.1.B.
(i) |
Have received pre-clearance for a transaction in a Covered Security, and |
(ii) |
A transaction in the same security takes place for a Fund or Client Account subject to the Blackout Period as discussed above within seven (7) calendar days following the execution of your transaction. |
V. Prohibition on Short Term Profits (60-DAY RULE)
Access Persons, except (i) Independent Trustees and (ii) Interested Trustees and/or directors of CSIM not responsible for day to day management of CSIM, are prohibited from realizing a profit from the purchase and sale, or the sale and purchase, of the same (or related) Covered Securities within 60 calendar days. If an Access Person is found to have violated this prohibition, any profit realized will be required to be disgorged. This restriction applies without regard to tax lot considerations. Generally speaking, profit determinations will be made on the basis of a Last-In-First-Out (LIFO) accounting methodology, unless the fundamentals of the trade warrant a different consideration as determined by the CCO or his or her designee.
VI. IPOs and Private Placements
The Employee Securities Accounts & Investments and Inside Information & Information Barriers chapters of The Charles Schwab Corporations Compliance Manual address certain prohibited practices. Among them is the participation in an IPO. This applies to all Access Persons, except Independent Trustees.
Access Persons, excluding Independent Trustees, must receive pre-clearance from the Schwab Disclosure Group (Compliance Disclosure Group) prior to participating in a private securities transaction. A request for approval should first be submitted to the Compliance Disclosure Group through the Online Reporting System.
VII. Exceptions
A. |
Personal Account Exemptions |
An account that is managed on a fully-discretionary basis by an affiliated or unaffiliated money manager will be exempt from personal trading requirements and restrictions after it is approved by the CCO (or designee).
In such cases, Access Persons are required to submit a letter from any unaffiliated money manager to CSIM Compliance before the account is deemed exempt. Such letter will confirm that: (i) the account is managed on a full-discretionary basis as established in a written contract between the firm and an Access Person (or related Covered Person), and (ii) the Access Person (or related Covered Person) will not: (a) suggest or direct that the money
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J.II.1.B.
manager make any particular purchases or sales of securities for the account during the reporting period; or, (b) consult with the money manager as to the particular allocation of investments to be made during the reporting period.
If CSIM Compliance grants an exception, you will not be required to further certify during the quarterly and annual certification periods to the holdings or transactions in such Personal Account once the exception is granted. You will, however, be asked to confirm on an annual basis that there has been no change in the status of such discretionary or managed account and are required to provide timely notification of any change in the status of the account at the time of the change .
B. |
Transactional Exemptions |
The following transactional exemptions apply:
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All transactions in The Charles Schwab Corporations securities (equities, fixed income, options) are exempt from preclearance, blackout periods and the short-term profit prohibition , provided that you comply with the requirements outlined in The Charles Schwab Corporations Compliance Manual . |
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Non-Volitional Transactions are exempt from preclearance, blackout periods and the short-term profit prohibition . Please refer to Appendix A for more information on what qualifies as a Non-Volitional Transaction. |
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When establishing an automatic investment plan, direct stock purchase plan or other similar plans involving a Covered Security, enrollment in the plan must be approved by CSIM Compliance and the initial purchase of any Covered Securities in the plan must be pre-cleared. Subsequent investments of the applicable Covered Security pursuant to the plan are exempt from pre-clearance and blackout periods provided no changes to the plan have been made (i.e. changes to Covered Securities in the plan or investments made after the cancellation of the plan) since originally approved by CSIM Compliance. Changes to existing pre-cleared percentage allocations of Covered Securities pursuant to a plan are exempt from pre-clearance (e.g., changing the monthly allocation to a pre-cleared Covered Security from 5% to 8%). Please refer to Appendix A for more information on what qualifies as an Automatic Investment Plan. |
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Profits received from a sale of securities which were acquired as a result of exercising options received through a Stock Option Program are exempt from the short-term profits prohibition . |
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J.II.1.B.
Exceptions to Reporting Requirements
You do not need to include in your quarterly transaction reports any transactions made in any account over which you have no direct or indirect influence or control regarding specific security selection (i.e. investment discretion) or any Non-Volitional Transactions, provided CSIM Compliance is systematically receiving the transaction information or, if not, you provide quarterly account statements by upload to the Personal Trading Monitoring System
If you have any questions concerning whether or not an account or transaction is exempt from personal trading requirement or restrictions, you should contact your Supervisor or the CCO or his or her designee.
C. |
Other Exemptions |
The CCO may approve other exemptions to certain restrictions and prohibitions of the Code after consideration of relevant facts and circumstances. Such exemptions are not automatic but rather granted on an exception basis and require either preclearance through the channels discussed above or other advance written approval from the CCO.
OTHER POTENTIAL CONFLICTS
GIFTS AND BUSINESS ENTERTAINMENT
The following applies to Access Persons with the exception of (i) Independent Trustees and (ii) Interested Trustees and/or directors of CSIM not responsible for day to day management of CSIM:
The giving and acceptance of gifts and/or business entertainment that influences or appears to influence the behavior of the recipient may compromise the reputation and integrity of CSIM, CS&Co., or the Funds. You should never accept or provide any gift or business entertainment that would violate the law, embarrass, or reflect poorly on CSIM, CS&Co. or the Funds. CSIM follows The Charles Schwab Corporations Compliance Manuals chapter on Gifts, Business Entertainment, Loans & Charitable Contributions Policy and, with respect to its directors and employees, has adopted more restrictive limits for the acceptance of gifts and business entertainment, which are detailed in the CSIM Gifts and Business Entertainment Policy and Procedures . You are responsible for understanding these policies and procedures and ensuring that your conduct with respect to the acceptance and provision of gifts and business entertainment is consistent with these procedures, including obtaining the appropriate approvals and reporting your gifts and business entertainment activity.
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J.II.1.B.
SERVICE AS DIRECTOR OR PUBLIC OFFICIAL
All employees are prohibited from serving on the board of directors of any publicly traded company or in an official capacity for any federal, state, or local government (or governmental agency or instrumentality) without prior approval from the Compliance Disclosure Group through the Online Reporting System.
OUTSIDE EMPLOYMENT AND OTHER OUTSIDE ACTIVITIES
Employees may not engage in outside employment or other outside activity that conflicts or otherwise interferes with their duties and responsibilities. It is each employee responsibility to disclose and request approval for any such outside employment or business activity through the Online Reporting System.
COMPLIANCE WITH THE CODE
Adherence to the Code is a basic condition of employment or service with CS&Co. and CSIM. CSIM Compliance monitors compliance with the Code, including reviewing Access Persons personal securities transactions and holdings reports, and reviews violations of the Code to determine what action or sanctions are appropriate. You are required to report any violations of the Code promptly to your supervisor or the CCO. Reports of all violations must be provided to the CCO. Violations may be reported to CSIM management as well as to the Funds boards of trustees.
Violations of the Code are taken seriously and may result in disciplinary action up to and including termination. Violations of the Code may also adversely affect your career with respect to such matters as compensation and advancement. Since many provisions of the Code also reflect provisions of the US securities laws, you should be aware that violations could also lead to enforcement action resulting in suspension or expulsion from the securities business, fines and penalties, and imprisonment. Questions regarding interpretation of the Code or questions related to specific situations should be directed to your supervisor or CSIM Compliance.
ADMINISTRATION, RECORDKEEPING AND REPORTING
CSIM Compliance is responsible for the administration of this Code. This includes identifying all Access Persons and notifying them of this classification and their obligations under this Code. CSIM Compliance will also maintain procedures for periodic reviews of Access Persons personal securities
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J.II.1.B.
transactions. Such reviews are undertaken with regard to both the prohibitions and reporting requirements contained in the Code.
All records associated with this Code that are required to be retained by Federal Securities Laws will be maintained by CSIM Compliance for seven years and in an easily accessible place for at least five years. In addition, any record of any decision, and the reasons supporting the decision, to approve a hardship exemption or the acquisition by Access Persons of securities acquired in a Private Placement, will be maintained by CSIM Compliance for at least seven years after the end of the fiscal year in which the approval is granted.
At least annually, the president of each Schwab Funds, Laudus Funds and Schwab ETFs trust, the president of CSIM and an executive of CS&Co., as principal underwriter to the Schwab Funds, (or their designees) will provide each Schwab Funds, Laudus Funds and Schwab ETFs trusts board of trustees:
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a written report of any issues arising under this Code, including any material violations and any sanctions imposed in response to these violations and |
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a certification that each has adopted procedures reasonably necessary to prevent its Access Persons from violating the provisions of this Code. |
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J.II.1.B.
A PPENDIX A: D EFINITIONS
An Automatic Investment Plan is a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes among others, a 401K or similar retirement plan and dividend reinvestment plans commonly referred to as DRIPS.
Beneficial Ownership is interpreted in the same manner when determining whether a person has beneficial ownership of a security for purposes of Section 16 of the Securities Exchange Act of 1934 (1934 Act), and includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares or direct or indirect pecuniary interest in a security.
Control has the same meaning as in Section (2)(a)(9) of the Investment Company Act of 1940 (the 1940 Act). Section 2(a)(9) provides that control means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.
Ownership of more than 25% of a companys outstanding voting securities is presumed to give the holder of such securities control over the company. The Securities and Exchange Commission (SEC) may determine, however, that the facts and circumstances of a given situation that may counter this presumption.
Federal Securities Laws refers to the Securities Act of 1933, the 1934 Act, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.
A High Quality Short-Term Debt Instrument is any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a nationally recognized statistical rating organization, or which is unrated but is of comparable quality.
An Initial Public Offering is an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.
An Independent Trustee is any Trustee of a Trust who is not an interested person of such Trust as defined in Section 2(a)(19) of the 1940 Act.
An Interested Trustee is any Trustee of a Trust who is an interested person of such Trust as defined in Section (a)(19) of the 1940 Act.
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J.II.1.B.
Investment Personnel includes:
∎ |
portfolio managers |
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research analysts |
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credit analysts |
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traders |
A Non-Volitional Transaction is one in which the Access Persons does not determine price or time of the transaction. Such transactions include:
∎ |
acquisition of securities through stock dividends, automatic dividend reinvestment plans, stock splits, reverse stock splits, mergers, consolidations, spin-offs or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of such securities; and |
∎ |
acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class of securities, to the extent the rights were acquired in the issue. |
Transactions in a managed account or those made by an independent third party or adviser will not be considered non-volitional unless an Access Person requests and is granted an account level exemption.
A Private Placement is an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 adopted thereunder.
A Stock Option Program allows an employee to buy a set number of shares of a companys stock at a future date at a set price.
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