As filed with the Securities and Exchange Commission on
December 18, 2019
File Nos. 333-160595
811-22311
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Post-Effective
Amendment No. 118
|
☒
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and
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Schwab Strategic Trust
(Exact Name of Registrant as Specified in Charter)
211 Main Street
San Francisco, California 94105
(Address of Principal Executive Offices)
(800) 648-5300
(Registrant’s Telephone Number, including Area Code)
David J. Lekich, Esq.
211 Main Street
San Francisco, California 94105
(Name and Address of Agent for Service)
Copies of communications to:
Douglas
P. Dick, Esq.
Dechert LLP
1900 K Street, N.W.
Washington, DC 20006
|
John M.
Loder, Esq.
Ropes & Gray LLP
800 Boylston Street
Boston, MA 02199-3600
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It is proposed that this filing will become effective (check
appropriate box):
☒ Immediately upon filing
pursuant to paragraph (b)
□ On (date) pursuant to
paragraph (b)
□ 60 days after filing pursuant to
paragraph (a)(1)
□ On (date) pursuant to paragraph
(a)(1)
□ 75 days after filing pursuant to
paragraph (a)(2)
□ On (date) pursuant to paragraph
(a)(2) of Rule 485
If appropriate, check the following
box:
□ This post-effective amendment designates a
new effective date for a previously filed post-effective amendment.
Prospectus | December
18, 2019
Schwab® ETFs
Schwab® U.S. Equity ETFs
Schwab
® U.S. Broad Market ETF
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SCHB
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Schwab
1000 Index® ETF
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SCHK
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Schwab
® U.S. Large-Cap ETF
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SCHX
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Schwab
® U.S. Large-Cap Growth ETF
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SCHG
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Schwab
® U.S. Large-Cap Value ETF
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SCHV
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Schwab
® U.S. Mid-Cap ETF
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SCHM
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Schwab
® U.S. Small-Cap ETF
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SCHA
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Schwab
® U.S. Dividend Equity ETF
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SCHD
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Principal U.S. Listing Exchange: NYSE Arca, Inc.
New Notice Regarding Shareholder Report
Delivery Options
Beginning on January
1, 2021, paper copies of a fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from your financial intermediary (such as a bank or broker-dealer). Instead, the reports will be
made available on a fund’s website www.schwabfunds.com/schwabetfs_prospectus, and you will be notified by mail each time a report is posted and the mailing will provide a website link to
access the report. You will continue to receive other fund regulatory documents (such as prospectuses or supplements) in paper unless you have elected to receive all fund documents electronically.
If you would like to continue to receive a
fund’s future shareholder reports in paper free of charge after January 1, 2021, you can make that request:
•
|
If you invest through
Charles Schwab & Co, Inc. (broker-dealer), by calling 1-866-345-5954 and using the unique identifier attached to this mailing; or
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•
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If you
invest through another financial intermediary (such as a bank or broker-dealer) by contacting them directly.
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If you already receive shareholder reports
and other fund documents electronically, you will not be affected by this change and you need not take any action.
As with all exchange-traded funds, the Securities and
Exchange Commission (SEC) has not approved these securities or passed on whether the information in this prospectus is adequate and accurate. Anyone who indicates otherwise is committing a federal crime.
Schwab U.S. Equity ETFs
Fund Summaries
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1
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4
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7
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10
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13
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16
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19
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23
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27
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28
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28
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28
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30
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33
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35
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37
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39
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41
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43
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46
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47
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55
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56
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56
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57
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57
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58
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59
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60
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Schwab U.S. Broad Market ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Dow Jones U.S. Broad Stock Market Index.
Fund Fees and Expenses
This table describes the fees and expenses
you may pay if you buy and hold shares of the fund. This table does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares.
Shareholder
Fees (fees paid directly from your investment)
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None
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Annual
Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
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Management
fees
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0.03
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Other
expenses
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None
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Total
annual fund operating expenses
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0.03
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Example
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The example also
assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The example does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares. Your actual costs
may be higher or lower.
Expenses
on a $10,000 Investment
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1
Year
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3
Years
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5
Years
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10
Years
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$3
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$10
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$17
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$39
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Portfolio Turnover
The fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are
not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 4% of the average value of its portfolio.
Principal Investment Strategies
To pursue its goal, the fund generally invests
in stocks that are included in the Dow Jones U.S. Broad Stock Market Index†. The index includes the largest 2,500
publicly traded U.S. companies for which pricing information is readily available. The index is a float-adjusted market capitalization weighted index that reflects the shares of securities actually available to investors in the marketplace. As of
August 31, 2019, the index was composed of 2,488 stocks.
It is the fund’s policy that under normal circumstances
it will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in these stocks. The fund will notify its shareholders at least 60 days before changing this policy. The fund may sell securities
that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index.
Under normal circumstances, the fund may invest up to 10% of
its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as investments in (a) securities that are not represented in
the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs); (b) other investment companies; and (c) derivatives, principally futures contracts. The
fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest in cash and cash equivalents, including money market
funds, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index.
Because it may not be possible or
practicable to purchase all of the stocks in the index, the investment adviser seeks to track the total return of the index by using sampling techniques. Sampling techniques involve investing in a limited number of index securities which, when taken
together, are expected to perform similarly to the index as a whole. These techniques are based on a variety of factors, including performance attributes, tax considerations, capitalization, dividend yield, price/earnings ratio, industry factors,
risk factors and other characteristics. The fund generally expects that its portfolio will hold less than the total number of securities in
†
Index ownership — Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). The Dow Jones U.S. Broad Stock Market Index is a product of S&P Dow
Jones Indices LLC and/or its affiliates, and has been licensed for use by Charles Schwab Investment Management, Inc. The Schwab U.S. Broad Market ETF is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, or any of
their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, nor any of their respective affiliates make any representation regarding the advisability of investing in such product.
Schwab U.S. Broad Market ETF | Fund Summary1
the index, but reserves the right to hold as
many securities as it believes necessary to achieve the fund’s investment objective. The fund generally expects that its industry weightings, dividend yield and price/earnings ratio will be similar to those of the index.
The fund will concentrate its investments (i.e., hold 25% or
more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated.
The investment adviser seeks to achieve, over time, a
correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of factors may
affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique (or otherwise gives a different weighting to a security than the index does). The correlation between
the performance of the fund and the index may also diverge due to transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and the index resulting
from legal restrictions (such as diversification requirements) that apply to the fund but not to the index.
Principal Risks
The fund is subject to risks, any of which could cause an
investor to lose money. The fund’s principal risks include:
Market Risk.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. Markets may be impacted by economic, political, regulatory and other conditions, including economic sanctions and other government actions. As
with any investment whose performance is tied to these markets, the value of an investment in the fund will fluctuate, which means that an investor could lose money over short or long periods.
Investment Style
Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce
market exposure or to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to
fall over short or extended periods of time.
Market Capitalization Risk.
Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market capitalization fall behind other types of investments,
the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be
able to reach the same levels of growth as the securities issued by small- or
mid-cap companies.
Mid-Cap Company Risk. Mid-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and the value of securities issued by these companies may move sharply.
Small-Cap Company Risk.
Securities issued by small-cap companies may be riskier than those issued by larger companies, and their prices may move sharply, especially during market upturns and downturns.
Sampling Index Tracking Risk.
The fund may not fully replicate the index and may hold securities not included in the index. As a result, the fund is subject to the risk that the investment adviser’s investment management strategy, the
implementation of which is subject to a number of constraints, may not produce the intended results. Because the fund utilizes a sampling approach it may not track the return of the index as well as it would if the fund purchased all of the
securities in the index.
Tracking Error Risk. As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or
negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
Derivatives Risk. The
fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use of derivatives could reduce the
fund’s performance, increase the fund’s volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets
invested in derivatives can have a disproportionately large impact on the fund.
Liquidity Risk. The fund
may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or the fund may have to sell them at a loss.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.
Concentration Risk. To the
extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely affected by the performance of those
securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
Market Trading Risk. Although
fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an
2Schwab U.S. Broad Market ETF | Fund Summary
active market is not maintained, investors may find it difficult to buy or
sell fund shares.
Shares of the Fund May Trade at Prices
Other Than NAV. Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset value
(NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the
secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility or market disruption.
For more information on the risks of investing in the fund,
please see the “Fund Details” section in the prospectus.
Performance
The bar chart below shows how the fund’s investment
results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the risks of investing in the fund.
All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.schwabfunds.com/schwabetfs_prospectus.
Annual Total Returns (%) as of
12/31
Best Quarter: 12.78% Q1 2012
Worst Quarter: (15.03%) Q3 2011
Year-to-date performance (before taxes) as of 9/30/19: 20.11%
Average
Annual Total Returns as of 12/31/18
|
|
1
Year
|
5
Years
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Since
Inception
(11/03/09)
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Before
taxes
|
(5.25%)
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7.90%
|
12.35%
|
After
taxes on distributions
|
(5.70%)
|
7.40%
|
11.90%
|
After
taxes on distributions and sale of shares
|
(2.77%)
|
6.16%
|
10.20%
|
Comparative
Index (reflects no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Broad Stock Market Index
|
(5.26%)
|
7.90%
|
12.37%
|
The after-tax figures
reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your
individual tax situation. In addition,
after-tax returns are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions
and sale of shares may exceed the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment Adviser
Charles Schwab Investment Management, Inc.
Portfolio Managers
Christopher Bliss, CFA, Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Jeremy Brown, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2018.
Ferian Juwono, CFA, Senior
Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2010.
Sabya Sinha, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Purchase and Sale of Fund Shares
The fund issues and redeems shares at its NAV only in large
blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only Authorized Participants purchase or
redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on national securities
exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a price greater than
NAV (premium) or less than NAV (discount).
Tax
Information
Dividends and capital gains distributions received from the
fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to Financial Intermediaries
If you purchase shares of the fund through a broker-dealer
or other financial intermediary (such as a bank), the adviser and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or
other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab U.S. Broad Market ETF | Fund Summary3
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Schwab 1000 Index®.
Fund Fees and Expenses
This table describes the fees and expenses
you may pay if you buy and hold shares of the fund. This table does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares.
Shareholder
Fees (fees paid directly from your investment)
|
|
None
|
Annual
Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.05
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.05
|
Example
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The example also
assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The example does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares. Your actual costs
may be higher or lower.
Expenses
on a $10,000 Investment
|
1
Year
|
3
Years
|
5
Years
|
10
Years
|
$5
|
$16
|
$28
|
$64
|
Portfolio Turnover
The fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These
costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 5% of the average value of its
portfolio.
Principal Investment Strategies
To pursue its goal, the fund generally invests in stocks that
are included in the Schwab 1000 Index. The Schwab 1000 Index is a float-adjusted market capitalization weighted index that includes the 1,000 largest stocks of publicly traded companies in the United States, with
size being determined by market capitalization (total
market value of all shares outstanding). The index is designed to be a
measure of the performance of large- and mid-cap U.S. stocks.
It is the fund’s policy that under normal circumstances
it will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in stocks included in the index. The fund will notify its shareholders at least 60 days before changing this policy. The fund
generally will seek to replicate the performance of the index by giving the same weight to a given stock as the index does. However, when the investment adviser believes it is appropriate to do so, such as to avoid purchasing odd-lots (i.e.,
purchasing less than the usual number of shares traded for a security), for tax considerations, or to address liquidity considerations with respect to a security, the investment adviser may cause the fund’s weighting of a security to be more
or less than the index’s weighting of the security. The fund may sell securities that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of
their addition to the index.
Under normal circumstances,
the fund may invest up to 10% of its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as investments in (a)
securities that are not represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs); (b) other investment companies; and (c)
derivatives, principally futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest in cash
and cash equivalents, including money market funds, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index.
The fund will concentrate its investments (i.e., hold 25% or
more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated.
The investment adviser seeks to achieve, over time, a
correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of factors may
affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique (which involves investing in a limited number of index securities which, when taken
4Schwab 1000 Index ETF | Fund Summary
together, are expected to perform similarly to the index as a whole). The
correlation between the performance of the fund and the index may also diverge due to transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and
the index resulting from legal restrictions (such as diversification requirements) that apply to the fund but not to the index.
Principal Risks
The fund is subject to risks, any of which could cause an
investor to lose money. The fund’s principal risks include:
Market Risk.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. Markets may be impacted by economic, political, regulatory and other conditions, including economic sanctions and other government actions. As
with any investment whose performance is tied to these markets, the value of an investment in the fund will fluctuate, which means that an investor could lose money over short or long periods.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to
fall over short or extended periods of time.
Investment Style Risk. The
fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce market exposure or to lessen the effects of a
declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
Tracking Error Risk. As an
index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking error.” Tracking
error can be caused by many factors and it may be significant.
Market Capitalization Risk.
Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market capitalization fall behind other types of investments,
the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk. Mid-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies and the value of securities issued by these companies may move sharply.
Concentration Risk. To the
extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely affected by the performance of those
securities,
may be subject to increased price volatility and may be more vulnerable to
adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
Derivatives Risk. The
fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use of derivatives could reduce the
fund’s performance, increase the fund’s volatility and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets invested in
derivatives can have a disproportionately large impact on the fund.
Liquidity Risk. The fund may
be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or the fund may have to sell them at a loss.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.
Market Trading Risk. Although
fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors may find it difficult to buy or sell
fund shares.
Shares of the Fund May Trade at Prices
Other Than NAV. Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset value
(NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the
secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility or market disruption.
For more information on the risks of investing in the fund,
please see the “Fund Details” section in the prospectus.
Performance
The bar chart below shows the fund’s
investment results for the prior calendar year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the risks of investing in
the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.schwabfunds.com/schwabetfs_prospectus.
Schwab
1000 Index ETF | Fund Summary5
Annual Total Returns (%) as of 12/31
Best Quarter: 7.36% Q3 2018
Worst Quarter: (13.83%) Q4 2018
Year-to-date performance (before taxes) as of 9/30/19: 20.54%
Average
Annual Total Returns as of 12/31/18
|
|
1
Year
|
Since
Inception
(10/11/17)
|
Before
taxes
|
(4.90%)
|
0.05%
|
After
taxes on distributions
|
(5.27%)
|
(0.35%)
|
After
taxes on distributions and sale of shares
|
(2.60%)
|
0.07%
|
Comparative
Index (relects no deduction for expenses or taxes)
|
|
|
Schwab
1000 Index
|
(4.87%)
|
0.09%
|
The after-tax figures reflect the
highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if
you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed
the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment Adviser
Charles Schwab Investment Management, Inc.
Portfolio Managers
Christopher Bliss, CFA, Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Jeremy Brown, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2018.
Ferian Juwono, CFA, Senior
Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Sabya Sinha, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Purchase and Sale of Fund Shares
The fund issues and redeems shares at its NAV only in large
blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only Authorized Participants purchase or
redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on national securities
exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a price greater than
NAV (premium) or less than NAV (discount).
Tax
Information
Dividends and capital gains distributions received from the
fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to Financial Intermediaries
If you purchase shares of the fund through a broker-dealer
or other financial intermediary (such as a bank), the adviser and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or
other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
6Schwab 1000 Index ETF | Fund Summary
Schwab U.S. Large-Cap ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Total Stock Market Index.
Fund Fees and Expenses
This table describes the fees and expenses
you may pay if you buy and hold shares of the fund. This table does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares.
Shareholder
Fees (fees paid directly from your investment)
|
|
None
|
Annual
Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.03
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.03
|
Example
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The example also
assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The example does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares. Your actual costs
may be higher or lower.
Expenses
on a $10,000 Investment
|
1
Year
|
3
Years
|
5
Years
|
10
Years
|
$3
|
$10
|
$17
|
$39
|
Portfolio Turnover
The fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These
costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 4% of the average value of its
portfolio.
Principal Investment Strategies
To pursue its goal, the fund generally invests
in stocks that are included in the Dow Jones U.S. Large-Cap Total Stock Market Index†. The index includes the
large-cap portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Large-Cap Total Stock Market Index includes the components ranked 1-750 by full market capitalization. The index
is a float-adjusted market capitalization weighted index. As of August 31, 2019, the index was composed of 755 stocks.
It is the fund’s policy that under normal circumstances
it will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in these stocks. The fund will notify its shareholders at least 60 days before changing this policy. The fund generally will seek to
replicate the performance of the index by giving the same weight to a given stock as the index does. However, when the investment adviser believes it is appropriate to do so, such as to avoid purchasing odd-lots (i.e., purchasing less than the usual
number of shares traded for a security), for tax considerations, or to address liquidity considerations with respect to a stock, the investment adviser may cause the fund’s weighting of a stock to be more or less than the index’s
weighting of the stock. The fund may sell securities that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index.
Under normal circumstances, the fund may invest up to 10% of
its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as investments in (a) securities that are not represented in
the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs); (b) other investment companies; and (c) derivatives, principally futures contracts. The
fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest in cash and cash equivalents, including money market
funds, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index.
†
Index ownership — Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). The Dow Jones U.S. Large-Cap Total Stock Market Index is a product of
S&P Dow Jones Indices LLC and/or its affiliates, and has been licensed for use by Charles Schwab Investment Management, Inc. The Schwab U.S. Large-Cap ETF is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones,
or any of their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, nor any of their respective affiliates make any representation regarding the advisability of investing in such product.
Schwab U.S. Large-Cap ETF | Fund Summary7
The fund will concentrate its investments (i.e., hold 25% or
more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated.
The investment adviser seeks to achieve, over time, a
correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of factors may
affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique (which involves investing in a limited number of index securities which, when taken together, are
expected to perform similarly to the index as a whole). The correlation between the performance of the fund and the index may also diverge due to transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing
variances, and differences between the fund’s portfolio and the index resulting from legal restrictions (such as diversification requirements) that apply to the fund but not to the index.
Principal Risks
The fund is subject to risks, any of which could cause an
investor to lose money. The fund’s principal risks include:
Market Risk.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. Markets may be impacted by economic, political, regulatory and other conditions, including economic sanctions and other government actions. As
with any investment whose performance is tied to these markets, the value of an investment in the fund will fluctuate, which means that an investor could lose money over short or long periods.
Investment Style
Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce
market exposure or to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to
fall over short or extended periods of time.
Market
Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market
capitalization fall behind other types of investments, the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Tracking Error Risk. As
an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking
error.” Tracking error can be caused by many factors and it may be significant.
Derivatives Risk. The
fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use of derivatives could reduce the
fund’s performance, increase the fund’s volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets
invested in derivatives can have a disproportionately large impact on the fund.
Liquidity Risk. The fund
may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or the fund may have to sell them at a loss.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.
Concentration Risk. To the
extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely affected by the performance of those
securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
Market Trading Risk. Although
fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors may find it difficult to buy or sell
fund shares.
Shares of the Fund May Trade at Prices
Other Than NAV. Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset value
(NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the
secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility or market disruption.
For more information on the risks of investing in the fund,
please see the “Fund Details” section in the prospectus.
Performance
The bar chart below shows how the fund’s investment
results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to
8Schwab U.S. Large-Cap ETF | Fund Summary
that of an index. This information provides some indication of the risks of
investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see www.schwabfunds.com/schwabetfs_prospectus.
Annual Total Returns (%) as of
12/31
Best Quarter: 12.79% Q1 2012
Worst Quarter: (14.34%) Q3 2011
Year-to-date performance (before taxes) as of 9/30/19: 20.54%
Average
Annual Total Returns as of 12/31/18
|
|
1
Year
|
5
Years
|
Since
Inception
(11/03/09)
|
Before
taxes
|
(4.52%)
|
8.29%
|
12.33%
|
After
taxes on distributions
|
(4.98%)
|
7.79%
|
11.87%
|
After
taxes on distributions and sale of shares
|
(2.32%)
|
6.48%
|
10.18%
|
Comparative
Index (reflects no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Large-Cap Total Stock Market Index
|
(4.51%)
|
8.33%
|
12.40%
|
The after-tax figures reflect the
highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if
you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the
fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment Adviser
Charles Schwab Investment Management, Inc.
Portfolio Managers
Christopher Bliss, CFA, Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Jeremy Brown, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2018.
Ferian Juwono, CFA, Senior
Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2010.
Sabya Sinha, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Purchase and Sale of Fund Shares
The fund issues and redeems shares at its NAV only in large
blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only Authorized Participants purchase or
redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on national securities
exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a price greater than
NAV (premium) or less than NAV (discount).
Tax
Information
Dividends and capital gains distributions received from the
fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to Financial Intermediaries
If you purchase shares of the fund through a broker-dealer
or other financial intermediary (such as a bank), the adviser and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or
other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab
U.S. Large-Cap ETF | Fund Summary9
Schwab U.S. Large-Cap Growth ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Growth Total Stock Market Index.
Fund Fees and Expenses
This table describes the fees and expenses
you may pay if you buy and hold shares of the fund. This table does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares.
Shareholder
Fees (fees paid directly from your investment)
|
|
None
|
Annual
Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.04
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.04
|
Example
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The example also
assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The example does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares. Your actual costs
may be higher or lower.
Expenses
on a $10,000 Investment
|
1
Year
|
3
Years
|
5
Years
|
10
Years
|
$4
|
$13
|
$23
|
$51
|
Portfolio Turnover
The fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These
costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 14% of the average value of its
portfolio.
Principal Investment Strategies
To pursue its goal, the fund generally invests
in stocks that are included in the Dow Jones U.S. Large-Cap Growth Total Stock Market Index†. The index includes
the large-cap growth portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Large-Cap Growth Total Stock Market Index includes the components ranked 1-750 by full market
capitalization and that are classified as “growth” based on a number of factors. The index is a float-adjusted market capitalization weighted index. As of August 31, 2019, the index was composed of 407 stocks.
It is the fund’s policy that under normal circumstances
it will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in these stocks. The fund will notify its shareholders at least 60 days before changing this policy. The fund generally will seek to
replicate the performance of the index by giving the same weight to a given stock as the index does. However, when the investment adviser believes it is appropriate to do so, such as to avoid purchasing odd-lots (i.e., purchasing less than the usual
number of shares traded for a security), for tax considerations, or to address liquidity considerations with respect to a stock, the investment adviser may cause the fund’s weighting of a stock to be more or less than the index’s
weighting of the stock. The fund may sell securities that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index.
Under normal circumstances, the fund may invest up to 10% of
its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as investments in (a) securities that are not represented in
the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs); (b) other investment companies; and (c) derivatives, principally futures contracts. The
fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest in cash and cash equivalents, including money market
funds, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index.
†
Index ownership — Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). The Dow Jones U.S. Large-Cap Growth Total Stock Market Index is a product
of S&P Dow Jones Indices LLC and/or its affiliates, and has been licensed for use by Charles Schwab Investment Management, Inc. The Schwab U.S. Large-Cap Growth ETF is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC,
Dow Jones, or any of their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, nor any of their respective affiliates make any representation regarding the advisability of investing in such product.
10Schwab U.S. Large-Cap Growth ETF | Fund Summary
The fund will concentrate its investments (i.e., hold 25% or
more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated.
The fund may become
“non-diversified,” as defined under the Investment Company Act of 1940, solely as a result of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed to
track.
The investment adviser seeks to achieve,
over time, a correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of
factors may affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique (which involves investing in a limited number of index securities which, when taken
together, are expected to perform similarly to the index as a whole). The correlation between the performance of the fund and the index may also diverge due to transaction costs, asset valuations, corporate actions (such as mergers and spin-offs),
timing variances, and differences between the fund’s portfolio and the index resulting from legal restrictions (such as diversification requirements) that apply to the fund but not to the index.
Principal Risks
The fund is subject to risks, any of which could cause an
investor to lose money. The fund’s principal risks include:
Market Risk.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. Markets may be impacted by economic, political, regulatory and other conditions, including economic sanctions and other government actions. As
with any investment whose performance is tied to these markets, the value of an investment in the fund will fluctuate, which means that an investor could lose money over short or long periods.
Investment Style
Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce
market exposure or to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
Non-Diversification Risk. To the extent that the fund becomes non-diversified as necessary to approximate the composition of the index, it may invest in the securities of relatively few issuers. As a result, a single adverse economic or
regulatory occurrence may have a more significant effect on the fund’s investments, and the fund may experience increased volatility.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to
fall over short or extended periods of time.
Market Capitalization Risk.
Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market capitalization fall behind other types of investments,
the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Growth Investing Risk. Growth
stocks can be volatile. Growth companies usually invest a high portion of earnings in their businesses and may lack the dividends of value stocks that can cushion stock prices in a falling market. The prices of growth stocks are based largely on
projections of the issuer’s future earnings and revenues. If a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically. Growth stocks may also be more expensive relative to their earnings or
assets compared to value or other stocks.
Tracking
Error Risk. As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index,
positive or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
Derivatives Risk. The
fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use of derivatives could reduce the
fund’s performance, increase the fund’s volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets
invested in derivatives can have a disproportionately large impact on the fund.
Liquidity Risk. The fund
may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or the fund may have to sell them at a loss.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.
Concentration Risk. To the
extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely affected by the performance of those
securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
Market Trading Risk. Although
fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an
Schwab U.S. Large-Cap Growth ETF | Fund Summary11
active market is not maintained, investors may find it difficult to buy or
sell fund shares.
Shares of the Fund May Trade at Prices
Other Than NAV. Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset value
(NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the
secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility or market disruption.
For more information on the risks of investing in the fund,
please see the “Fund Details” section in the prospectus.
Performance
The bar chart below shows how the fund’s investment
results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the risks of investing in the fund.
All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.schwabfunds.com/schwabetfs_prospectus.
Annual Total Returns (%) as of
12/31
Best Quarter: 15.68% Q1 2012
Worst Quarter: (15.52%) Q4 2018
Year-to-date performance (before taxes) as of 9/30/19: 22.81%
Average
Annual Total Returns as of 12/31/18
|
|
1
Year
|
5
Years
|
Since
Inception
(12/11/09)
|
Before
taxes
|
(1.35%)
|
10.02%
|
12.94%
|
After
taxes on distributions
|
(1.64%)
|
9.71%
|
12.67%
|
After
taxes on distributions and sale of shares
|
(0.59%)
|
7.90%
|
10.74%
|
Comparative
Index (reflects no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Large-Cap Growth Total Stock Market Index
|
(1.31%)
|
10.07%
|
13.04%
|
The after-tax figures
reflect the highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your
individual tax situation. In addition,
after-tax returns are not relevant if you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions
and sale of shares may exceed the fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment Adviser
Charles Schwab Investment Management, Inc.
Portfolio Managers
Christopher Bliss, CFA, Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Jeremy Brown, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2018.
Ferian Juwono, CFA, Senior
Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2010.
Sabya Sinha, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Purchase and Sale of Fund Shares
The fund issues and redeems shares at its NAV only in large
blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only Authorized Participants purchase or
redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on national securities
exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a price greater than
NAV (premium) or less than NAV (discount).
Tax
Information
Dividends and capital gains distributions received from the
fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to Financial Intermediaries
If you purchase shares of the fund through a broker-dealer
or other financial intermediary (such as a bank), the adviser and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or
other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
12Schwab U.S. Large-Cap Growth ETF | Fund Summary
Schwab U.S. Large-Cap Value ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Value Total Stock Market Index.
Fund Fees and Expenses
This table describes the fees and expenses
you may pay if you buy and hold shares of the fund. This table does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares.
Shareholder
Fees (fees paid directly from your investment)
|
|
None
|
Annual
Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.04
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.04
|
Example
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The example also
assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The example does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares. Your actual costs
may be higher or lower.
Expenses
on a $10,000 Investment
|
1
Year
|
3
Years
|
5
Years
|
10
Years
|
$4
|
$13
|
$23
|
$51
|
Portfolio Turnover
The fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These
costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 7% of the average value of its
portfolio.
Principal Investment Strategies
To pursue its goal, the fund generally invests
in stocks that are included in the Dow Jones U.S. Large-Cap Value Total Stock Market Index†. The index includes
the large-cap value portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Large-Cap Value Total Stock Market Index includes the components ranked 1-750 by full market
capitalization and that are classified as “value” based on a number of factors. The index is a float-adjusted market capitalization weighted index. As of August 31, 2019, the index was composed of 348 stocks.
It is the fund’s policy that under normal circumstances
it will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in these stocks. The fund will notify its shareholders at least 60 days before changing this policy. The fund generally will seek to
replicate the performance of the index by giving the same weight to a given stock as the index does. However, when the investment adviser believes it is appropriate to do so, such as to avoid purchasing odd-lots (i.e., purchasing less than the usual
number of shares traded for a security), for tax considerations, or to address liquidity considerations with respect to a stock, the investment adviser may cause the fund’s weighting of a stock to be more or less than the index’s
weighting of the stock. The fund may sell securities that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index.
Under normal circumstances, the fund may invest up to 10% of
its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as investments in (a) securities that are not represented in
the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs); (b) other investment companies; and (c) derivatives, principally futures contracts. The
fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest in cash and cash equivalents, including money market
funds, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index.
†
Index ownership — Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). The Dow Jones U.S. Large-Cap Value Total Stock Market Index is a product of
S&P Dow Jones Indices LLC and/or its affiliates, and has been licensed for use by Charles Schwab Investment Management, Inc. The Schwab U.S. Large-Cap Value ETF is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow
Jones, or any of their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, nor any of their respective affiliates make any representation regarding the advisability of investing in such product.
Schwab U.S. Large-Cap Value ETF | Fund
Summary13
The fund will concentrate its investments (i.e., hold 25% or
more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated.
The investment adviser seeks to achieve, over time, a
correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of factors may
affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique (which involves investing in a limited number of index securities which, when taken together, are
expected to perform similarly to the index as a whole). The correlation between the performance of the fund and the index may also diverge due to transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing
variances, and differences between the fund’s portfolio and the index resulting from legal restrictions (such as diversification requirements) that apply to the fund but not to the index.
Principal Risks
The fund is subject to risks, any of which could cause an
investor to lose money. The fund’s principal risks include:
Market Risk.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. Markets may be impacted by economic, political, regulatory and other conditions, including economic sanctions and other government actions. As
with any investment whose performance is tied to these markets, the value of an investment in the fund will fluctuate, which means that an investor could lose money over short or long periods.
Investment Style
Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce
market exposure or to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to
fall over short or extended periods of time.
Market
Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market
capitalization fall behind other types of investments, the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Value Investing Risk. The fund
emphasizes a “value” style of investing, which targets undervalued companies with characteristics for improved valuations. This style of investing is subject to the risk that the valuations never improve or that the returns on
“value” securities may not move in tandem with the returns on other styles of investing or the stock market in general.
Tracking Error Risk. As
an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking
error.” Tracking error can be caused by many factors and it may be significant.
Derivatives Risk. The
fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use of derivatives could reduce the
fund’s performance, increase the fund’s volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets
invested in derivatives can have a disproportionately large impact on the fund.
Liquidity Risk. The fund
may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or the fund may have to sell them at a loss.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.
Concentration Risk. To the
extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely affected by the performance of those
securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
Market Trading Risk. Although
fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors may find it difficult to buy or sell
fund shares.
Shares of the Fund May Trade at Prices
Other Than NAV. Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset value
(NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the
secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility or market disruption.
14Schwab U.S. Large-Cap Value ETF | Fund Summary
For more information on the risks of investing in the fund,
please see the “Fund Details” section in the prospectus.
Performance
The bar chart below shows how the fund’s investment
results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the risks of investing in the fund.
All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.schwabfunds.com/schwabetfs_prospectus.
Annual Total Returns (%) as of
12/31
Best Quarter: 12.62% Q4 2011
Worst Quarter: (13.38%) Q3 2011
Year-to-date performance (before taxes) as of 9/30/19: 17.68%
Average
Annual Total Returns as of 12/31/18
|
|
1
Year
|
5
Years
|
Since
Inception
(12/11/09)
|
Before
taxes
|
(7.24%)
|
6.67%
|
10.56%
|
After
taxes on distributions
|
(7.86%)
|
6.00%
|
9.94%
|
After
taxes on distributions and sale of shares
|
(3.80%)
|
5.17%
|
8.62%
|
Comparative
Index (reflects no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Large-Cap Value Total Stock Market Index
|
(7.20%)
|
6.74%
|
10.69%
|
The after-tax figures reflect the
highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if
you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the
fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment Adviser
Charles Schwab Investment Management, Inc.
Portfolio Managers
Christopher Bliss, CFA, Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Jeremy Brown, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2018.
Ferian Juwono, CFA, Senior
Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2010.
Sabya Sinha, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Purchase and Sale of Fund Shares
The fund issues and redeems shares at its NAV only in large
blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only Authorized Participants purchase or
redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on national securities
exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a price greater than
NAV (premium) or less than NAV (discount).
Tax
Information
Dividends and capital gains distributions received from the
fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to Financial Intermediaries
If you purchase shares of the fund through a broker-dealer
or other financial intermediary (such as a bank), the adviser and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or
other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Schwab U.S. Large-Cap Value ETF | Fund Summary15
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Dow Jones U.S. Mid-Cap Total Stock Market Index.
Fund Fees and Expenses
This table describes the fees and expenses
you may pay if you buy and hold shares of the fund. This table does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares.
Shareholder
Fees (fees paid directly from your investment)
|
|
None
|
Annual
Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.04
|
Other
expenses
|
None
|
Total
annual fund operating expenses1
|
0.04
|
1
|
The information in the table
has been restated to reflect current fees and expenses.
|
Example
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The example also
assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The example does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares. Your actual costs
may be higher or lower.
Expenses
on a $10,000 Investment
|
1
Year
|
3
Years
|
5
Years
|
10
Years
|
$4
|
$13
|
$23
|
$51
|
Portfolio Turnover
The fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These
costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 19% of the average value of its
portfolio.
Principal Investment Strategies
To pursue its goal, the fund generally invests
in securities that are included in the Dow Jones U.S. Mid-Cap Total Stock Market Index†. The index includes the
mid-cap portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Mid-Cap Total Stock Market Index includes the components ranked 501-1,000 by full market capitalization. The index
is a float-adjusted market capitalization weighted index. As of August 31, 2019, the index was composed of 502 stocks.
It is the fund’s policy that under normal circumstances
it will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in securities included in the index. The fund will notify its shareholders at least 60 days before changing this policy. The fund
generally will seek to replicate the performance of the index by giving the same weight to a given stock as the index does. However, when the investment adviser believes it is appropriate to do so, such as to avoid purchasing odd-lots (i.e.,
purchasing less than the usual number of shares traded for a security), for tax considerations, or to address liquidity considerations with respect to a security, the investment adviser may cause the fund’s weighting of a security to be more
or less than the index’s weighting of the security. The fund may sell securities that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of
their addition to the index.
Under normal circumstances,
the fund may invest up to 10% of its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as investments in (a)
securities that are not represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs); (b) other investment companies; and (c)
derivatives, principally futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest in cash
and cash equivalents, including money market funds, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index.
†
Index ownership — Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). The Dow Jones U.S. Mid-Cap Total Stock Market Index is a product of S&P
Dow Jones Indices LLC and/or its affiliates, and has been licensed for use by Charles Schwab Investment Management, Inc. The Schwab U.S. Mid-Cap ETF is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, or any of
their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, nor any of their respective affiliates make any representation regarding the advisability of investing in such product.
16Schwab U.S. Mid-Cap ETF | Fund Summary
The fund will concentrate its investments (i.e., hold 25% or
more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated.
The investment adviser seeks to achieve, over time, a
correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of factors may
affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique (which involves investing in a limited number of index securities which, when taken together, are
expected to perform similarly to the index as a whole). The correlation between the performance of the fund and the index may also diverge due to transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing
variances, and differences between the fund’s portfolio and the index resulting from legal restrictions (such as diversification requirements) that apply to the fund but not to the index.
Principal Risks
The fund is subject to risks, any of which could cause an
investor to lose money. The fund’s principal risks include:
Market Risk.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. Markets may be impacted by economic, political, regulatory and other conditions, including economic sanctions and other government actions. As
with any investment whose performance is tied to these markets, the value of an investment in the fund will fluctuate, which means that an investor could lose money over short or long periods.
Investment Style
Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce
market exposure or to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to
fall over short or extended periods of time.
Market
Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market
capitalization fall behind other types of investments, the fund’s performance could be impacted.
Mid-Cap Company Risk. Mid-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies and the value of securities issued by these companies may move sharply.
Tracking Error Risk. As
an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking
error.” Tracking error can be caused by many factors and it may be significant.
Derivatives Risk. The
fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use of derivatives could reduce the
fund’s performance, increase the fund’s volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets
invested in derivatives can have a disproportionately large impact on the fund.
Liquidity Risk. The fund
may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or the fund may have to sell them at a loss.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.
Concentration Risk. To the
extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely affected by the performance of those
securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector or asset class.
Market Trading Risk. Although
fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors may find it difficult to buy or sell
fund shares.
Shares of the Fund May Trade at Prices
Other Than NAV. Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset value
(NAV), there may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the
secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility or market disruption.
For more information on the risks of investing in the fund,
please see the “Fund Details” section in the prospectus.
Performance
The bar chart below shows how the fund’s investment
results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to
Schwab
U.S. Mid-Cap ETF | Fund Summary17
that of an index. This information provides some indication of the risks of
investing in the fund. All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see www.schwabfunds.com/schwabetfs_prospectus.
Annual Total Returns (%) as of
12/31
Best Quarter: 13.69% Q1 2013
Worst Quarter: (16.70%) Q4 2018
Year-to-date performance (before taxes) as of 9/30/19: 19.13%
Average
Annual Total Returns as of 12/31/18
|
|
1
Year
|
5
Years
|
Since
Inception
(1/13/11)
|
Before
taxes
|
(8.68%)
|
6.61%
|
10.01%
|
After
taxes on distributions
|
(9.04%)
|
6.17%
|
9.59%
|
After
taxes on distributions and sale of shares
|
(4.94%)
|
5.08%
|
8.04%
|
Comparative
Index (reflects no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Mid-Cap Total Stock Market Index
|
(8.65%)
|
6.64%
|
10.06%
|
The after-tax figures reflect the
highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if
you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the
fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment Adviser
Charles Schwab Investment Management, Inc.
Portfolio Managers
Christopher Bliss, CFA, Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Jeremy Brown, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2018.
Ferian Juwono, CFA, Senior
Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2011.
Sabya Sinha, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Purchase and Sale of Fund Shares
The fund issues and redeems shares at its NAV only in large
blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only Authorized Participants purchase or
redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on national securities
exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a price greater than
NAV (premium) or less than NAV (discount).
Tax
Information
Dividends and capital gains distributions received from the
fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to Financial Intermediaries
If you purchase shares of the fund through a broker-dealer
or other financial intermediary (such as a bank), the adviser and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or
other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
18Schwab U.S. Mid-Cap ETF | Fund Summary
Schwab U.S. Small-Cap ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Dow Jones U.S. Small-Cap Total Stock Market Index.
Fund Fees and Expenses
This table describes the fees and expenses
you may pay if you buy and hold shares of the fund. This table does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares.
Shareholder
Fees (fees paid directly from your investment)
|
|
None
|
Annual
Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.04
|
Other
expenses
|
None
|
Total
annual fund operating expenses1
|
0.04
|
1
|
The information in the table
has been restated to reflect current fees and expenses.
|
Example
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The example also
assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The example does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares. Your actual costs
may be higher or lower.
Expenses
on a $10,000 Investment
|
1
Year
|
3
Years
|
5
Years
|
10
Years
|
$4
|
$13
|
$23
|
$51
|
Portfolio Turnover
The fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These
costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 11% of the average value of its
portfolio.
Principal Investment Strategies
To pursue its goal, the fund generally invests
in stocks that are included in the Dow Jones U.S. Small-Cap Total Stock Market Index†. The index includes the
small-cap portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Small-Cap Total Stock Market Index includes the components ranked 751-2,500 by full market capitalization. The
index is a float-adjusted market capitalization weighted index. As of August 31, 2019, the index was composed of 1,733 stocks.
It is the fund’s policy that under normal circumstances
it will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in these stocks. The fund will notify its shareholders at least 60 days before changing this policy. The fund generally will seek to
replicate the performance of the index by giving the same weight to a given stock as the index does. However, when the investment adviser believes it is appropriate to do so, such as to avoid purchasing odd-lots (i.e., purchasing less than the usual
number of shares traded for a security), for tax considerations, or to address liquidity considerations with respect to a stock, the investment adviser may cause the fund’s weighting of a stock to be more or less than the index’s
weighting of the stock. The fund may sell securities that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index.
Under normal circumstances, the fund may invest up to 10% of
its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as investments in (a) securities that are not represented in
the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs); (b) other investment companies; and (c) derivatives, principally futures contracts. The
fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest in cash and cash equivalents, including money market
funds, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index.
†
Index ownership — Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). The Dow Jones U.S. Small-Cap Total Stock Market Index is a product of
S&P Dow Jones Indices LLC and/or its affiliates, and has been licensed for use by Charles Schwab Investment Management, Inc. The Schwab U.S. Small-Cap ETF is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones,
or any of their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, nor any of their respective affiliates make any representation regarding the advisability of investing in such product.
Schwab U.S. Small-Cap ETF | Fund Summary19
The investment adviser typically seeks to track the price and
yield performance of the index by replicating the index. This means that the fund generally expects that it will hold the same securities as those included in the index. However, the investment adviser may use sampling techniques if the investment
adviser believes such use will best help the fund to track the index or is otherwise in the best interest of the fund. Sampling techniques involve investing in a limited number of index securities that, when taken together, are expected to perform
similarly to the index as a whole. These techniques are based on a variety of factors, including performance attributes, tax considerations, capitalization, dividend yield, price/earnings ratio, industry factors, risk factors and other
characteristics. When the fund uses sampling techniques, the fund generally expects that its portfolio will hold less than the total number of securities in the index, but reserves the right to hold as many securities as it believes necessary to
achieve the fund’s investment objective. The fund generally expects that its industry weightings, dividend yield and price/earnings ratio will be similar to those of the index.
The fund will concentrate its investments (i.e., hold 25% or
more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated.
The investment adviser seeks to achieve, over time, a
correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of factors may
affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique. The correlation between the performance of the fund and the index may also diverge due to transaction
costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and the index resulting from legal restrictions (such as diversification requirements) that apply to the
fund but not to the index.
Principal Risks
The fund is subject to risks, any of which could cause an
investor to lose money. The fund’s principal risks include:
Market Risk.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. Markets may be impacted by economic, political, regulatory and other conditions, including economic sanctions and other government actions. As
with any investment whose performance is tied to these markets, the value of an investment in the fund will fluctuate, which means that an investor could lose money over short or long periods.
Investment Style
Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce
market exposure or to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to
fall over short or extended periods of time.
Market
Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market
capitalization fall behind other types of investments, the fund’s performance could be impacted.
Small-Cap Company Risk.
Securities issued by small-cap companies may be riskier than those issued by larger companies, and their prices may move sharply, especially during market upturns and downturns.
Sampling Index Tracking Risk.
To the extent the fund uses sampling techniques, the fund will not fully replicate the index and may hold securities not included in the index. As a result, the fund will be subject to the risk that the investment adviser’s investment
management strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. If the fund uses a sampling approach it may not track the return of the index as well as it would if the fund purchased all
of the securities in the index.
Tracking Error
Risk. As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive
or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
Derivatives Risk. The
fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use of derivatives could reduce the
fund’s performance, increase the fund’s volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets
invested in derivatives can have a disproportionately large impact on the fund.
Liquidity Risk. The fund
may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or the fund may have to sell them at a loss.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.
Concentration Risk. To the
extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely affected by the performance of those
securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory
20Schwab U.S. Small-Cap ETF | Fund Summary
occurrences affecting that market, industry, group of industries, sector or
asset class.
Market Trading Risk. Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade at Prices Other Than NAV. Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset value (NAV), there may be
times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the secondary market. The
market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility or market disruption.
For more information on the risks of investing in the fund,
please see the “Fund Details” section in the prospectus.
Performance
The bar chart below shows how the fund’s investment
results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the risks of investing in the fund.
All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.schwabfunds.com/schwabetfs_prospectus.
Annual Total Returns (%) as of
12/31
Best Quarter: 16.17% Q4 2010
Worst Quarter: (21.51%) Q3 2011
Year-to-date performance (before taxes) as of 9/30/19: 15.99%
Average
Annual Total Returns as of 12/31/18
|
|
1
Year
|
5
Years
|
Since
Inception
(11/03/09)
|
Before
taxes
|
(11.75%)
|
4.42%
|
12.12%
|
After
taxes on distributions
|
(12.12%)
|
3.97%
|
11.70%
|
After
taxes on distributions and sale of shares
|
(6.77%)
|
3.33%
|
9.95%
|
Comparative
Index (reflects no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Small-Cap Total Stock Market Index
|
(11.78%)
|
4.38%
|
12.15%
|
The after-tax figures reflect the
highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if
you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the
fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment Adviser
Charles Schwab Investment Management, Inc.
Portfolio Managers
Christopher Bliss, CFA, Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Jeremy Brown, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2018.
Ferian Juwono, CFA, Senior
Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2010.
Sabya Sinha, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Purchase and Sale of Fund Shares
The fund issues and redeems shares at its NAV only in large
blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only Authorized Participants purchase or
redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on national securities
exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a price greater than
NAV (premium) or less than NAV (discount).
Schwab
U.S. Small-Cap ETF | Fund Summary21
Tax Information
Dividends and capital gains distributions received from the
fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to Financial Intermediaries
If you purchase shares of the fund through a broker-dealer
or other financial intermediary (such as a bank), the adviser and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or
other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
22Schwab U.S. Small-Cap ETF | Fund Summary
Schwab U.S. Dividend Equity ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Dow Jones U.S. Dividend 100TM Index.
Fund Fees and Expenses
This table describes the fees and expenses
you may pay if you buy and hold shares of the fund. This table does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares.
Shareholder
Fees (fees paid directly from your investment)
|
|
None
|
Annual
Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.06
|
Other
expenses
|
None
|
Total
annual fund operating expenses1
|
0.06
|
1
|
The information in the table
has been restated to reflect current fees and expenses.
|
Example
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The example also
assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The example does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares. Your actual costs
may be higher or lower.
Expenses
on a $10,000 Investment
|
1
Year
|
3
Years
|
5
Years
|
10
Years
|
$6
|
$19
|
$34
|
$77
|
Portfolio Turnover
The fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These
costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 24% of the average value of its
portfolio.
Principal Investment Strategies
To pursue its goal, the fund generally invests in stocks that
are included in the Dow Jones U.S. Dividend 100 Index†. The Dow Jones U.S. Dividend 100 Index is designed to
measure the performance of high dividend yielding stocks issued by U.S. companies that have a record of consistently paying dividends, selected for fundamental strength relative to their peers, based on financial ratios. The 100-component index is a
subset of the Dow Jones U.S. Broad Market Index, excluding real estate investment trusts (REITs), master limited partnerships, preferred stocks and convertibles. It is modified market capitalization weighted.
All index eligible stocks must have sustained at least 10
consecutive years of dividend payments, have a minimum float-adjusted market capitalization of $500 million USD and meet minimum liquidity criteria. The index components are then selected by evaluating the highest dividend yielding stocks based on
four fundamentals-based characteristics — cash flow to total debt, return on equity, dividend yield and 5-year dividend growth rate. Stocks in the index are weighted based on a modified market capitalization approach. No single stock can
represent more than 4.5% of the index and no single sector can represent more than 25% of the index, as measured at the time of index construction, reconstitution and rebalance. The index composition is reviewed annually and rebalanced
quarterly.
It is the fund’s policy that under
normal circumstances it will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in these stocks. The fund will notify its shareholders at least 60 days before changing this policy. The fund
generally will seek to replicate the performance of the index by giving the same weight to a given stock as the index does. However, when the investment adviser believes it is appropriate to do so, such as to avoid purchasing odd-lots (i.e.,
purchasing less than the usual number of shares traded for a security), for tax considerations, or to address liquidity considerations with respect to a stock, the investment adviser may cause the fund’s weighting of a stock to be more or less
than the index’s weighting of the stock. The fund may sell securities that are represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their
addition to the index.
Under normal circumstances, the
fund may invest up to 10% of its net assets in securities not included in the index. The principal
†
Index ownership — Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). The Dow Jones U.S. Dividend 100 Index is a product of S&P Dow Jones
Indices LLC and/or its affiliates, and has been licensed for use by Charles Schwab Investment Management, Inc. The Schwab U.S. Dividend Equity ETF is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, or any of
their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, nor any of their respective affiliates make any representation regarding the advisability of investing in such product.
Schwab U.S. Dividend Equity ETF | Fund
Summary23
types of these investments include those that the investment adviser believes
will help the fund track the index, such as investments in (a) securities that are not represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers
and spin-offs); (b) other investment companies; and (c) derivatives, principally futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it
better track the index. The fund may also invest in cash and cash equivalents, including money market funds, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding
index.
The fund will concentrate its investments (i.e.,
hold 25% or more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated.
The investment adviser seeks to achieve, over time, a
correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of factors may
affect the fund’s ability to achieve a high correlation with the index, including transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and
the index resulting from legal restrictions (such as diversification requirements) that apply to the fund but not to the index.
Principal Risks
The fund is subject to risks, any of which could cause an
investor to lose money. The fund’s principal risks include:
Market Risk.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. Markets may be impacted by economic, political, regulatory and other conditions, including economic sanctions and other government actions. As
with any investment whose performance is tied to these markets, the value of an investment in the fund will fluctuate, which means that an investor could lose money over short or long periods.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices
to fall over short or extended periods of time.
Investment Style
Risk. The fund primarily invests in dividend paying stocks. As a result, fund performance will correlate with the performance of the dividend paying stock segment of the stock market, and the fund may
underperform funds that do not limit their investments to dividend paying stocks. If stocks held by the fund reduce or stop paying dividends, the fund’s ability to generate income may be affected.
The fund is an index fund. Therefore, the fund follows the
securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce market exposure or to lessen the effects of a declining market. In addition, because of the fund’s
expenses, the fund’s performance may be below that of the index.
Market Capitalization Risk.
Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market capitalization fall behind other types of investments,
the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk. Mid-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies and the value of securities issued by these companies may move sharply.
Small-Cap Company Risk.
Securities issued by small-cap companies may be riskier than those issued by larger companies, and their prices may move sharply, especially during market upturns and downturns.
Tracking Error Risk. As
an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking
error.” Tracking error can be caused by many factors and it may be significant.
Derivatives Risk. The
fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use of derivatives could reduce the
fund’s performance, increase the fund’s volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets
invested in derivatives can have a disproportionately large impact on the fund.
Liquidity Risk. The fund
may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or the fund may have to sell them at a loss.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.
Concentration Risk. To the
extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector or asset class, the fund may be adversely affected by the performance of those
securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory
24Schwab U.S. Dividend Equity ETF | Fund Summary
occurrences affecting that market, industry, group of industries, sector or
asset class.
Market Trading Risk. Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade at Prices Other Than NAV. Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset value (NAV), there may be
times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the secondary market. The
market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility or market disruption.
For more information on the risks of investing in the fund,
please see the “Fund Details” section in the prospectus.
Performance
The bar chart below shows how the fund’s investment
results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the risks of investing in the fund.
All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.schwabfunds.com/schwabetfs_prospectus.
Annual Total Returns (%) as of
12/31
Best Quarter: 12.93% Q1 2013
Worst Quarter: (10.59%) Q4 2018
Year-to-date performance (before taxes) as of 9/30/19: 19.37%
Average
Annual Total Returns as of 12/31/18
|
|
1
Year
|
5
Years
|
Since
Inception
(10/20/11)
|
Before
taxes
|
(5.46%)
|
8.16%
|
12.37%
|
After
taxes on distributions
|
(6.10%)
|
7.42%
|
11.65%
|
After
taxes on distributions and sale of shares
|
(2.73%)
|
6.35%
|
10.01%
|
Comparative
Index (reflects no deduction for expenses or taxes)
|
|
|
|
Dow
Jones U.S. Dividend 100 Index
|
(5.40%)
|
8.27%
|
12.50%
|
The after-tax figures reflect the
highest individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if
you hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the
fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment Adviser
Charles Schwab Investment Management, Inc.
Portfolio Managers
Christopher Bliss, CFA, Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Jeremy Brown, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2018.
Ferian Juwono, CFA, Senior
Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2011.
Sabya Sinha, Portfolio
Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Purchase and Sale of Fund Shares
The fund issues and redeems shares at its NAV only in large
blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only Authorized Participants purchase or
redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on national securities
exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a price greater than
NAV (premium) or less than NAV (discount).
Schwab
U.S. Dividend Equity ETF | Fund Summary25
Tax Information
Dividends and capital gains distributions received from the
fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to Financial Intermediaries
If you purchase shares of the fund through a broker-dealer
or other financial intermediary (such as a bank), the adviser and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or
other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
26Schwab U.S. Dividend Equity ETF | Fund Summary
About the Funds
The funds described in this prospectus are advised by Charles
Schwab Investment Management, Inc. (CSIM or the investment adviser). Each fund is an “exchange-traded fund” (ETF). ETFs are funds that trade like other publicly-traded securities. The funds in this prospectus are index funds and are
designed to track the total return of an index. Because the composition of an index tends to be comparatively stable, most index funds historically have shown low portfolio turnover compared to actively managed funds.
This strategy distinguishes an index fund from an
“actively managed” fund. Instead of choosing investments for the fund based on portfolio management’s judgment, an index is used to determine which securities the fund should own.
Unlike shares of a mutual fund, shares of
the funds are listed on a national securities exchange and trade at market prices that change throughout the day. The market price for each of the fund’s shares may be different from its net asset value per share (NAV). The funds have their
own CUSIP numbers and trade on the NYSE Arca, Inc. under the following tickers:
Schwab
U.S. Broad Market ETF
|
SCHB
|
Schwab
1000 Index ETF
|
SCHK
|
Schwab
U.S. Large-Cap ETF
|
SCHX
|
Schwab
U.S. Large-Cap Growth ETF
|
SCHG
|
Schwab
U.S. Large-Cap Value ETF
|
SCHV
|
Schwab
U.S. Mid-Cap ETF
|
SCHM
|
Schwab
U.S. Small-Cap ETF
|
SCHA
|
Schwab
U.S. Dividend Equity ETF
|
SCHD
|
The funds issue and redeem shares
at their NAV only in large blocks of shares, typically 50,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities and/or an amount of cash. As a practical matter, only institutional investors who
have entered into an authorized participant agreement (Authorized Participants) purchase or redeem Creation Units. Except when aggregated in Creation Units, shares of the funds are not redeemable securities.
A Note to Retail Investors
Shares can be purchased directly from the funds only in
exchange for a basket of securities and/or an amount of cash that is expected to be worth a minimum of a million dollars or more. Most individual investors, therefore, will not be able to purchase shares directly from the funds. Instead, these
investors will purchase shares in the secondary market through a brokerage account or with the assistance of a broker. Thus, some of the information contained in this prospectus – such as information about purchasing and redeeming shares from
the funds and references to transaction fees imposed on purchases and redemptions – is not relevant to most individual investors. Shares purchased or sold through a brokerage account or with the assistance of a broker may be subject to
brokerage commissions and charges.
The funds’ performance will fluctuate over time and, as
with all investments, future performance may differ from past performance.
Schwab U.S. Equity ETFs | About the
Funds27
Fund Details
There can be no assurance that the funds will achieve their
objectives. Except as explicitly described otherwise, the investment objectives, strategies and policies of each fund may be changed without shareholder approval.
The principal investment strategies and the main risks
associated with investing in each fund are summarized in the fund summaries at the front of this prospectus. This section takes a more detailed look at some of the types of securities, the associated risks, and the various investment strategies that
may be used in the day-to-day portfolio management of the funds, as described below. In addition to the particular types of securities and strategies that are described in this prospectus, each fund may use strategies that are not described herein
in support of its overall investment goal. These additional strategies and the risks associated with them are described in the “Investment Objectives, Strategies, Risks and Limitations” section in the Statement of Additional Information
(SAI).
Investment Objectives and More About Principal
Risks
Schwab U.S. Broad Market ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Dow Jones U.S. Broad Stock Market Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without shareholder
approval.
More Information About Principal Investment
Risks
The fund is subject to risks, any of which could
cause an investor to lose money.
Investment Style Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce market exposure
or to lessen the effects of a declining market, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below that of the
index.
At times the segment of the markets
represented by the index may underperform other market segments. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more
risks than if it were broadly diversified over numerous industries and sectors of the economy.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected by industry
and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of
time.
Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and
small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not
be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be unable to respond quickly to
new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk. Mid-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by large-cap companies. The value of securities issued by mid-cap companies may be
based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns.
28Schwab
U.S. Equity ETFs | Fund Details
Small-Cap Company Risk.
Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by larger companies. The value of securities issued by small-cap
companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns. In addition, small-cap companies may have limited financial
resources, management experience, product lines and markets, and their securities may trade less frequently and in more limited volumes than the securities of larger companies. Further, small-cap companies may have less publicly available
information and such information may be inaccurate or incomplete.
Tracking Error Risk. As an
index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking
error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in the index, match the securities’ weighting to the index, or the fund may invest in
securities not in the index, due to regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in tracking
error. The fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of the fund, operating expenses and
trading costs all affect the ability of the fund to match the performance of the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk. The fund may
invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The fund’s use of
derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as market risk, liquidity risk and leverage
risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is the risk that the counterparty to a
derivative transaction may not fulfill its contractual obligations. Lack of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the
risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of
derivatives may cause the fund to realize higher amounts of short-term capital gains. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the fund to lose more than the
initial amount invested. Furthermore, the use of derivatives subject to regulation by the Commodity Futures Trading Commission (CFTC) could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC
rules.
Liquidity Risk. Liquidity risk exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may become illiquid due to specific
adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid securities and the difficulty in readily
purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities
may entail transaction costs that are higher than those for transactions in liquid securities.
Leverage Risk. Certain fund
transactions, such as derivatives transactions, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities. The
use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
Securities Lending
Risk. The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the
fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of
rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund
may pay lending fees to a party arranging the loan.
Market Trading Risk. Although
fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors may find it difficult to buy or sell
fund shares. Trading of shares of the fund on a national securities exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit breakers” halts stock
trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Operational Risk. The fund is
exposed to operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the fund’s service providers, counterparties or other third parties, failed or
inadequate
Schwab U.S. Equity ETFs | Fund Details29
processes and technology or system failures. The fund seeks to reduce these
operational risks through controls and procedures believed to be reasonably designed to address these risks. However, these controls and procedures cannot address every possible risk and may not fully mitigate the risks that they are intended to
address.
Shares of the Fund May Trade at Prices Other Than
NAV. As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s NAV,
there may be times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the
secondary market. The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized Participants” or
market makers. Only Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and Redemption”
section below). If those Authorized Participants exit the business or are unable to process creation and/or redemption orders (including in situations where Authorized Participants have limited or diminished access to capital required to post
collateral), and no other Authorized Participant is able to step forward to create and redeem in either of these cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result
if market makers exit the business or are unable to continue making markets in the fund’s shares. More generally, market makers are not obligated to make a market in the fund’s shares, and Authorized Participants are not obligated
to submit purchase or redemption orders for Creation Units. Further, while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations
and redemptions, including disruptions at market makers, Authorized Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s
holdings. In addition, transactions by large shareholders may account for a large percentage of trading volume on the fund’s primary listing exchange and may, therefore, have a material effect on the market price of the fund’s
shares.
The market price of fund shares during
the trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over
time based on the fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high
trading volume or market liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be
greatest when the price of shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities. There are various methods by which investors can purchase and sell shares of the fund and various types of orders that may be placed. Investors should consult their financial intermediary before
purchasing or selling shares of the fund.
Schwab 1000
Index ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Schwab 1000 Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without shareholder approval.
Index
The Schwab 1000 Index is a float-adjusted market capitalization
weighted index that includes the stocks of the 1,000 largest stocks of publicly traded companies in the United States, with size being determined by market capitalization (total market value of all shares outstanding). The index is designed to be a measure of the performance of large- and mid-cap U.S. stocks.
Although there are currently more than 3,700
total stocks in the United States, the companies represented by the Schwab 1000 Index make up some 92% of the total value of all U.S. stocks, as of August 31, 2019. These large- and mid-cap stocks cover many industries and represent many sizes.
Because large- and mid-cap stocks can perform differently from each other at times, a fund that invests in both categories of stocks may have somewhat different performance than a fund that invests only in large-cap stocks.
The Schwab 1000 Index was developed and is maintained by
Charles Schwab & Co., Inc. (Schwab). CSIM and Schwab are separate but affiliated companies and subsidiaries of The Charles Schwab Corporation. Schwab receives no compensation from CSIM or the fund for maintaining the index. In constructing the
index, Schwab has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) to calculate and maintain the index (index calculation agent). Schwab reviews and, as necessary, revises the list of companies whose securities are
included in the index, usually annually. The index undergoes a quarterly rebalance to reflect outstanding share changes of the existing index constituents. CSIM has entered into an agreement with Schwab pursuant to which CSIM has been granted a
license to
30Schwab
U.S. Equity ETFs | Fund Details
the index which has in turn been sublicensed to the fund at no cost to the
fund. For more information on the index, including information on the index calculation agent, please refer to the SAI.
More Information About Principal Investment Risks
The fund is subject to risks, any of which could cause an
investor to lose money.
Equity Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles which may cause stock
prices to fall over short or extended periods of time.
Investment Style Risk. The
fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce market exposure or to lessen the effects of a
declining market, even though these stocks may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
At times the segment of the equity markets represented by the
index may underperform other market segments. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more risks than if it
were broadly diversified over numerous industries and sectors of the economy.
Tracking Error Risk. As an
index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking error.” Tracking
error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in the index, match the securities’ weighting to the index, or the fund may invest in securities not in the index, due to
regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in tracking error. The fund may attempt to offset the
effects of not being invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of the fund, operating expenses and trading costs all affect the ability of the
fund to match the performance of the index, because the index does not have to manage cash flows and does not incur any costs.
Market Capitalization Risk.
Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and small-cap companies than those
issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not be able to attain the high
growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be unable to respond quickly to
new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk. Mid-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by large-cap companies. The value of securities issued by mid-cap companies may be
based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns.
Derivatives Risk. The fund may
invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The fund’s use of
derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as market risk, liquidity risk and leverage
risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is the risk that the counterparty to a
derivative transaction may not fulfill its contractual obligations. Lack of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the
risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of
derivatives may cause the fund to realize higher amounts of short-term capital gains. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the fund to lose more than the
initial amount invested. Furthermore, the use of derivatives subject to regulation by the
Schwab U.S. Equity ETFs | Fund Details31
Commodity Futures Trading Commission (CFTC) could cause the fund to become a
commodity pool, which would require the fund to comply with certain CFTC rules.
Liquidity Risk. Liquidity risk
exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular
issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable
times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than
those for transactions in liquid securities.
Leverage Risk. Certain fund
transactions, such as derivatives transactions, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities. The
use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
Securities Lending Risk. The
fund may lend its portfolio securities to brokers, dealers, and other financial institutions, provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund lends portfolio securities, its investment
performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned
securities if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay lending fees to a party arranging the
loan.
Market Trading Risk. Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares. Trading of shares of the fund on a national securities exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide
“circuit breakers” halts stock trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Operational Risk. The fund is
exposed to operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the fund’s service providers, counterparties or other third parties, failed or inadequate
processes and technology or system failures. The fund seeks to reduce these operational risks through controls and procedures believed to be reasonably designed to address these risks. However, these controls and procedures cannot address every
possible risk and may not fully mitigate the risks that they are intended to address.
Shares of the Fund May Trade at Prices Other Than NAV. As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s NAV, there may be
times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the secondary market.
The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized Participants” or market makers. Only
Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and Redemption” section below). If those
Authorized Participants exit the business or are unable to process creation and/or redemption orders (including in situations where Authorized Participants have limited or diminished access to capital required to post collateral), and no other
Authorized Participant is able to step forward to create and redeem in either of these cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the
business or are unable to continue making markets in the fund’s shares. More generally, market makers are not obligated to make a market in the fund’s shares, and Authorized Participants are not obligated to submit purchase or
redemption orders for Creation Units. Further, while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions,
including disruptions at market makers, Authorized Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. In
addition, transactions by large shareholders may account for a large percentage of trading volume on the fund’s primary listing exchange and may, therefore, have a material effect on the market price of the fund’s shares.
The market price of fund shares during the trading day, like
the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over time based on the
fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high trading volume or market
liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be greatest when the price of
shares is falling fastest, which may be the time
32Schwab
U.S. Equity ETFs | Fund Details
that investors most want to sell shares. The investment adviser believes
that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained because of arbitrage opportunities. There are various methods by which investors can purchase and sell shares of the fund and various types
of orders that may be placed. Investors should consult their financial intermediary before purchasing or selling shares of the fund.
Schwab U.S. Large-Cap ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Total Stock Market Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without shareholder
approval.
More Information About Principal Investment
Risks
The fund is subject to risks, any of which could
cause an investor to lose money.
Investment Style Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce market exposure
or to lessen the effects of a declining market, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below that of the
index.
At times the segment of the markets
represented by the index may underperform other market segments. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more
risks than if it were broadly diversified over numerous industries and sectors of the economy.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected by industry
and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of
time.
Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and
small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not
be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be unable to respond quickly to
new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Tracking Error Risk. As an
index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking
error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in the index, match the securities’ weighting to the index, or the fund may invest in
securities not in the index, due to regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in tracking
error. The fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of the fund, operating expenses and
trading costs all affect the ability of the fund to match the performance of the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk. The fund may
invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The fund’s use of
derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as market risk, liquidity risk and leverage
risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is the risk that the counterparty to a
derivative transaction may not fulfill its contractual obligations. Lack of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation
Schwab U.S.
Equity ETFs | Fund Details33
risk is the risk that a particular derivative may be valued incorrectly.
Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of
short-term capital gains. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the fund to lose more than the initial amount invested. Furthermore, the use of derivatives
subject to regulation by the Commodity Futures Trading Commission (CFTC) could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC rules.
Liquidity Risk. Liquidity risk
exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a
particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities
at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are
higher than those for transactions in liquid securities.
Leverage Risk. Certain fund
transactions, such as derivatives transactions, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities. The
use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
Securities Lending
Risk. The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the
fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of
rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund
may pay lending fees to a party arranging the loan.
Market Trading Risk. Although
fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors may find it difficult to buy or sell
fund shares. Trading of shares of the fund on a national securities exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit breakers” halts stock
trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Operational Risk. The fund is
exposed to operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the fund’s service providers, counterparties or other third parties, failed or inadequate
processes and technology or system failures. The fund seeks to reduce these operational risks through controls and procedures believed to be reasonably designed to address these risks. However, these controls and procedures cannot address every
possible risk and may not fully mitigate the risks that they are intended to address.
Shares of the Fund May Trade at Prices Other Than NAV. As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s NAV, there may be
times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the secondary market.
The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized Participants” or market makers. Only
Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and Redemption” section below). If those
Authorized Participants exit the business or are unable to process creation and/or redemption orders (including in situations where Authorized Participants have limited or diminished access to capital required to post collateral), and no other
Authorized Participant is able to step forward to create and redeem in either of these cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the
business or are unable to continue making markets in the fund’s shares. More generally, market makers are not obligated to make a market in the fund’s shares, and Authorized Participants are not obligated to submit purchase or
redemption orders for Creation Units. Further, while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions,
including disruptions at market makers, Authorized Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. In
addition, transactions by large shareholders may account for a large percentage of trading volume on the fund’s primary listing exchange and may, therefore, have a material effect on the market price of the fund’s shares.
The market price of fund shares during the trading day, like
the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over
34Schwab U.S. Equity ETFs | Fund Details
time based on the fund’s trading volume and market liquidity. As a
result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high trading volume or market liquidity. In addition, in times of severe market
disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be greatest when the price of shares is falling fastest, which may be the time
that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained because of arbitrage opportunities. There are various methods by
which investors can purchase and sell shares of the fund and various types of orders that may be placed. Investors should consult their financial intermediary before purchasing or selling shares of the fund.
Schwab U.S. Large-Cap Growth ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Growth Total Stock Market Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without
shareholder approval.
More Information About Principal
Investment Risks
The fund is subject to risks, any of
which could cause an investor to lose money.
Investment
Style Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce
market exposure or to lessen the effects of a declining market, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be
below that of the index.
At times the segment of
the markets represented by the index may underperform other market segments. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may
present more risks than if it were broadly diversified over numerous industries and sectors of the economy.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected by industry
and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of
time.
Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and
small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not
be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be unable to respond quickly to
new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Growth Investing
Risk. The fund pursues a “growth style” of investing. Growth investing focuses on a company’s prospects for growth of revenue and earnings. If a company’s earnings or revenues fall short
of expectations, its stock price may fall dramatically. Growth stocks also can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of stocks. Since growth companies usually invest a high
portion of earnings in their businesses, they may lack the dividends of value stocks that can cushion stock prices in a falling market. Growth stocks may also be more expensive relative to their earnings or assets compared to value or other
stocks.
Tracking Error Risk. As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is
called “tracking error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in the index, match the securities’ weighting to the index, or the
fund may invest in securities not in the index, due to regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may
result in tracking error. The fund may attempt to offset the effects of not being invested in certain index securities by making substitute
Schwab U.S. Equity ETFs | Fund Details35
investments, but these efforts may not be successful. In addition, cash flows
into and out of the fund, operating expenses and trading costs all affect the ability of the fund to match the performance of the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk. The fund may
invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The fund’s use of
derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as market risk, liquidity risk and leverage
risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is the risk that the counterparty to a
derivative transaction may not fulfill its contractual obligations. Lack of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the
risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of
derivatives may cause the fund to realize higher amounts of short-term capital gains. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the fund to lose more than the
initial amount invested. Furthermore, the use of derivatives subject to regulation by the Commodity Futures Trading Commission (CFTC) could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC
rules.
Liquidity Risk. Liquidity risk exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may become illiquid due to specific
adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid securities and the difficulty in readily
purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities
may entail transaction costs that are higher than those for transactions in liquid securities.
Leverage Risk. Certain fund
transactions, such as derivatives transactions, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities. The
use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
Securities Lending
Risk. The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the
fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of
rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund
may pay lending fees to a party arranging the loan.
Market Trading Risk. Although
fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors may find it difficult to buy or sell
fund shares. Trading of shares of the fund on a national securities exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit breakers” halts stock
trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Operational Risk. The fund is
exposed to operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the fund’s service providers, counterparties or other third parties, failed or inadequate
processes and technology or system failures. The fund seeks to reduce these operational risks through controls and procedures believed to be reasonably designed to address these risks. However, these controls and procedures cannot address every
possible risk and may not fully mitigate the risks that they are intended to address.
Shares of the Fund May Trade at Prices Other Than NAV. As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s NAV, there may be
times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the secondary market.
The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized Participants” or market makers. Only
Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and Redemption” section below). If those
Authorized Participants exit the business or are unable to process creation and/or redemption orders (including in situations where Authorized Participants have limited or diminished access to capital required to post collateral), and no other
Authorized Participant is able to step forward to create and redeem in either of these cases, fund shares may trade at a discount to
36Schwab
U.S. Equity ETFs | Fund Details
NAV like closed-end fund shares (and may even face delisting). Similar
effects may result if market makers exit the business or are unable to continue making markets in the fund’s shares. More generally, market makers are not obligated to make a market in the fund’s shares, and Authorized Participants
are not obligated to submit purchase or redemption orders for Creation Units. Further, while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings,
disruptions to creations and redemptions, including disruptions at market makers, Authorized Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the
value of the fund’s holdings. In addition, transactions by large shareholders may account for a large percentage of trading volume on the fund’s primary listing exchange and may, therefore, have a material effect on the market price of
the fund’s shares.
The market price of fund shares
during the trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares
varies over time based on the fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have
high trading volume or market liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to
be greatest when the price of shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities. There are various methods by which investors can purchase and sell shares of the fund and various types of orders that may be placed. Investors should consult their financial intermediary before
purchasing or selling shares of the fund.
Schwab U.S.
Large-Cap Value ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Value Total Stock Market Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without
shareholder approval.
More Information About Principal
Investment Risks
The fund is subject to risks, any of
which could cause an investor to lose money.
Investment
Style Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce
market exposure or to lessen the effects of a declining market, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be
below that of the index.
At times the segment of
the markets represented by the index may underperform other market segments. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may
present more risks than if it were broadly diversified over numerous industries and sectors of the economy.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected by industry
and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of
time.
Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and
small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not
be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be unable to respond quickly to
new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Tracking Error Risk. As an
index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking
error.” Tracking error can be
Schwab U.S. Equity ETFs | Fund Details37
caused by many factors and it may be significant. For example, the fund may
not invest in certain securities in the index, match the securities’ weighting to the index, or the fund may invest in securities not in the index, due to regulatory, operational, custodial or liquidity constraints; corporate
transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in tracking error. The fund may attempt to offset the effects of not being invested in certain index securities by making
substitute investments, but these efforts may not be successful. In addition, cash flows into and out of the fund, operating expenses and trading costs all affect the ability of the fund to match the performance of the index, because
the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk. The fund may
invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The fund’s use of
derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as market risk, liquidity risk and leverage
risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is the risk that the counterparty to a
derivative transaction may not fulfill its contractual obligations. Lack of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the
risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of
derivatives may cause the fund to realize higher amounts of short-term capital gains. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the fund to lose more than the
initial amount invested. Furthermore, the use of derivatives subject to regulation by the Commodity Futures Trading Commission (CFTC) could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC
rules.
Liquidity Risk. Liquidity risk exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may become illiquid due to specific
adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid securities and the difficulty in readily
purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities
may entail transaction costs that are higher than those for transactions in liquid securities.
Leverage Risk. Certain fund
transactions, such as derivatives transactions, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities. The
use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
Securities Lending
Risk. The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the
fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of
rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund
may pay lending fees to a party arranging the loan.
Market Trading Risk. Although
fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors may find it difficult to buy or sell
fund shares. Trading of shares of the fund on a national securities exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit breakers” halts stock
trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Operational Risk. The fund is
exposed to operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the fund’s service providers, counterparties or other third parties, failed or inadequate
processes and technology or system failures. The fund seeks to reduce these operational risks through controls and procedures believed to be reasonably designed to address these risks. However, these controls and procedures cannot address every
possible risk and may not fully mitigate the risks that they are intended to address.
Shares of the Fund May Trade at Prices Other Than NAV. As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s NAV, there may be
times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the secondary market.
The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized Participants” or market makers. Only
Authorized Participants who have entered into agreements
38Schwab
U.S. Equity ETFs | Fund Details
with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as discussed in the “Creation and Redemption” section below). If those Authorized Participants exit the business or are unable to process creation and/or redemption orders (including in situations
where Authorized Participants have limited or diminished access to capital required to post collateral), and no other Authorized Participant is able to step forward to create and redeem in either of these cases, fund shares may trade at a discount
to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the business or are unable to continue making markets in the fund’s shares. More generally, market makers are not obligated to
make a market in the fund’s shares, and Authorized Participants are not obligated to submit purchase or redemption orders for Creation Units. Further, while the creation/redemption feature is designed to make it likely that shares
normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers, Authorized Participants or market participants, or during periods of significant market
volatility, may result in market prices that differ significantly from the value of the fund’s holdings. In addition, transactions by large shareholders may account for a large percentage of trading volume on the fund’s primary listing
exchange and may, therefore, have a material effect on the market price of the fund’s shares.
The market price of fund shares during the trading day, like
the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over time based on the
fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high trading volume or market
liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be greatest when the price of
shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained because of
arbitrage opportunities. There are various methods by which investors can purchase and sell shares of the fund and various types of orders that may be placed. Investors should consult their financial intermediary before purchasing or selling shares
of the fund.
Schwab U.S. Mid-Cap ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Dow Jones U.S. Mid-Cap Total Stock Market Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without shareholder
approval.
More Information About Principal Investment
Risks
The fund is subject to risks, any of which could
cause an investor to lose money.
Investment Style Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce market exposure
or to lessen the effects of a declining market, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below that of the
index.
At times the segment of the markets
represented by the index may underperform other market segments. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more
risks than if it were broadly diversified over numerous industries and sectors of the economy.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected by industry
and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of
time.
Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and
small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not
be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Mid-Cap Company Risk. Mid-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by large-cap companies. The value of securities issued by
Schwab U.S. Equity
ETFs | Fund Details39
mid-cap companies may be based in substantial part on future expectations
rather than current achievements and their prices may move sharply, especially during market upturns and downturns.
Tracking Error Risk. As an
index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking
error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in the index, match the securities’ weighting to the index, or the fund may invest in
securities not in the index, due to regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in tracking
error. The fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of the fund, operating expenses and
trading costs all affect the ability of the fund to match the performance of the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk. The fund may
invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The fund’s use of
derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as market risk, liquidity risk and leverage
risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is the risk that the counterparty to a
derivative transaction may not fulfill its contractual obligations. Lack of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the
risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of
derivatives may cause the fund to realize higher amounts of short-term capital gains. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the fund to lose more than the
initial amount invested. Furthermore, the use of derivatives subject to regulation by the Commodity Futures Trading Commission (CFTC) could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC
rules.
Liquidity Risk. Liquidity risk exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may become illiquid due to specific
adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid securities and the difficulty in readily
purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities
may entail transaction costs that are higher than those for transactions in liquid securities.
Leverage Risk. Certain fund
transactions, such as derivatives transactions, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities. The
use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
Securities Lending
Risk. The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the
fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of
rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund
may pay lending fees to a party arranging the loan.
Market Trading Risk. Although
fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors may find it difficult to buy or sell
fund shares. Trading of shares of the fund on a national securities exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit breakers” halts stock
trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Operational Risk. The fund is
exposed to operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the fund’s service providers, counterparties or other third parties, failed or inadequate
processes and technology or system failures. The fund seeks to reduce these operational risks through controls and procedures believed to be reasonably designed to address these risks. However, these controls and procedures cannot address every
possible risk and may not fully mitigate the risks that they are intended to address.
Shares of the Fund May Trade at Prices Other Than NAV. As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s NAV, there may be
times
40Schwab
U.S. Equity ETFs | Fund Details
when the market price and the NAV vary significantly. Thus, an investor may
pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the secondary market. The investment adviser cannot predict whether shares will trade above (premium),
below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized Participants” or market makers. Only Authorized Participants who have entered into agreements with the fund’s
distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and Redemption” section below). If those Authorized Participants exit the business or are unable to process creation
and/or redemption orders (including in situations where Authorized Participants have limited or diminished access to capital required to post collateral), and no other Authorized Participant is able to step forward to create and redeem in either of
these cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the business or are unable to continue making markets in the fund’s shares.
More generally, market makers are not obligated to make a market in the fund’s shares, and Authorized Participants are not obligated to submit purchase or redemption orders for Creation Units. Further, while the creation/redemption
feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers, Authorized Participants or market participants,
or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. In addition, transactions by large shareholders may account for a large percentage of trading
volume on the fund’s primary listing exchange and may, therefore, have a material effect on the market price of the fund’s shares.
The market price of fund shares during the trading day, like
the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over time based on the
fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high trading volume or market
liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be greatest when the price of
shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained because of
arbitrage opportunities. There are various methods by which investors can purchase and sell shares of the fund and various types of orders that may be placed. Investors should consult their financial intermediary before purchasing or selling shares
of the fund.
Schwab U.S. Small-Cap ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Dow Jones U.S. Small-Cap Total Stock Market Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without shareholder
approval.
More Information About Principal Investment
Risks
The fund is subject to risks, any of which could
cause an investor to lose money.
Investment Style Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce market exposure
or to lessen the effects of a declining market, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below that of the
index.
At times the segment of the markets
represented by the index may underperform other market segments. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more
risks than if it were broadly diversified over numerous industries and sectors of the economy.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected by industry
and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of
time.
Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and
small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not
be able to attain the high growth rates of
Schwab U.S. Equity ETFs | Fund Details41
some mid- and small-cap companies. During a period when securities of a
particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Small-Cap Company Risk.
Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by larger companies. The value of securities issued by small-cap
companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns. In addition, small-cap companies may have limited financial
resources, management experience, product lines and markets, and their securities may trade less frequently and in more limited volumes than the securities of larger companies. Further, small-cap companies may have less publicly available
information and such information may be inaccurate or incomplete.
Tracking Error Risk. As an
index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking
error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in the index, match the securities’ weighting to the index, or the fund may invest in
securities not in the index, due to regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in tracking
error. The fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of the fund, operating expenses and
trading costs all affect the ability of the fund to match the performance of the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk. The fund may
invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The fund’s use of
derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as market risk, liquidity risk and leverage
risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is the risk that the counterparty to a
derivative transaction may not fulfill its contractual obligations. Lack of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the
risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of
derivatives may cause the fund to realize higher amounts of short-term capital gains. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the fund to lose more than the
initial amount invested. Furthermore, the use of derivatives subject to regulation by the Commodity Futures Trading Commission (CFTC) could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC
rules.
Liquidity Risk. Liquidity risk exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may become illiquid due to specific
adverse changes in the conditions of a particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid securities and the difficulty in readily
purchasing and selling such securities at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities
may entail transaction costs that are higher than those for transactions in liquid securities.
Leverage Risk. Certain fund
transactions, such as derivatives transactions, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities. The
use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
Securities Lending
Risk. The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the
fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of
rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund
may pay lending fees to a party arranging the loan.
Market Trading Risk. Although
fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors may find it difficult to buy or sell
fund shares. Trading of shares of the fund on a national securities exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit breakers” halts stock
trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
42Schwab
U.S. Equity ETFs | Fund Details
Operational Risk. The fund is
exposed to operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the fund’s service providers, counterparties or other third parties, failed or inadequate
processes and technology or system failures. The fund seeks to reduce these operational risks through controls and procedures believed to be reasonably designed to address these risks. However, these controls and procedures cannot address every
possible risk and may not fully mitigate the risks that they are intended to address.
Shares of the Fund May Trade at Prices Other Than NAV. As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s NAV, there may be
times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the secondary market.
The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized Participants” or market makers. Only
Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and Redemption” section below). If those
Authorized Participants exit the business or are unable to process creation and/or redemption orders (including in situations where Authorized Participants have limited or diminished access to capital required to post collateral), and no other
Authorized Participant is able to step forward to create and redeem in either of these cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the
business or are unable to continue making markets in the fund’s shares. More generally, market makers are not obligated to make a market in the fund’s shares, and Authorized Participants are not obligated to submit purchase or
redemption orders for Creation Units. Further, while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions,
including disruptions at market makers, Authorized Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. In
addition, transactions by large shareholders may account for a large percentage of trading volume on the fund’s primary listing exchange and may, therefore, have a material effect on the market price of the fund’s shares.
The market price of fund shares during the trading day, like
the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over time based on the
fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high trading volume or market
liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be greatest when the price of
shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained because of
arbitrage opportunities. There are various methods by which investors can purchase and sell shares of the fund and various types of orders that may be placed. Investors should consult their financial intermediary before purchasing or selling shares
of the fund.
Schwab U.S. Dividend Equity ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the Dow Jones U.S. Dividend 100 Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without shareholder approval.
More Information About Principal Investment Risks
The fund is subject to risks, any of which could cause an
investor to lose money.
Investment Style Risk. The fund primarily invests in dividend paying stocks. As a result, fund performance will correlate with the performance of the dividend paying stock segment of the stock market, and the fund may underperform funds
that do not limit their investments to dividend paying stocks. If stocks held by the fund reduce or stop paying dividends, the fund’s ability to generate income may be affected.
The fund is an index fund. Therefore, the fund follows the
securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce market exposure or to lessen the effects of a declining market, even though these securities may go in and
out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
Schwab U.S. Equity ETFs | Fund Details43
At times the segment of the markets represented by the index
may underperform other market segments. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more risks than if it were
broadly diversified over numerous industries and sectors of the economy. Because of the way the index is composed, the index may perform differently or worse than an index that is based solely on market capitalization.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected by industry
and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of
time.
Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and
small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not
be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be unable to respond quickly to
new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk. Mid-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by large-cap companies. The value of securities issued by mid-cap companies may be
based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns.
Small-Cap Company Risk.
Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by larger companies. The value of securities issued by small-cap
companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns. In addition, small-cap companies may have limited financial
resources, management experience, product lines and markets, and their securities may trade less frequently and in more limited volumes than the securities of larger companies. Further, small-cap companies may have less publicly available
information and such information may be inaccurate or incomplete.
Tracking Error Risk. As an
index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking
error.” Tracking error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in the index, match the securities’ weighting to the index, or the fund may invest in
securities not in the index, due to regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in tracking
error. The fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be successful. In addition, cash flows into and out of the fund, operating expenses and
trading costs all affect the ability of the fund to match the performance of the index, because the index does not have to manage cash flows and does not incur any costs.
Derivatives Risk. The fund may
invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The fund’s use of
derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as market risk, liquidity risk and leverage
risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is the risk that the counterparty to a
derivative transaction may not fulfill its contractual obligations. Lack of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the
risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of
derivatives may cause the fund to realize higher amounts of short-term capital gains. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the fund to lose more than the
initial amount invested. Furthermore, the use of derivatives subject to regulation by the Commodity Futures Trading Commission (CFTC) could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC
rules.
44Schwab
U.S. Equity ETFs | Fund Details
Liquidity Risk. Liquidity risk
exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a
particular issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities
at favorable times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are
higher than those for transactions in liquid securities.
Leverage Risk. Certain fund
transactions, such as derivatives transactions, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities. The
use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
Securities Lending
Risk. The fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the
fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of
rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund
may pay lending fees to a party arranging the loan.
Market Trading Risk. Although
fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors may find it difficult to buy or sell
fund shares. Trading of shares of the fund on a national securities exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide “circuit breakers” halts stock
trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Operational Risk. The fund is
exposed to operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the fund’s service providers, counterparties or other third parties, failed or inadequate
processes and technology or system failures. The fund seeks to reduce these operational risks through controls and procedures believed to be reasonably designed to address these risks. However, these controls and procedures cannot address every
possible risk and may not fully mitigate the risks that they are intended to address.
Shares of the Fund May Trade at Prices Other Than NAV. As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s NAV, there may be
times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the secondary market.
The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized Participants” or market makers. Only
Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and Redemption” section below). If those
Authorized Participants exit the business or are unable to process creation and/or redemption orders (including in situations where Authorized Participants have limited or diminished access to capital required to post collateral), and no other
Authorized Participant is able to step forward to create and redeem in either of these cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the
business or are unable to continue making markets in the fund’s shares. More generally, market makers are not obligated to make a market in the fund’s shares, and Authorized Participants are not obligated to submit purchase or
redemption orders for Creation Units. Further, while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions,
including disruptions at market makers, Authorized Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. In
addition, transactions by large shareholders may account for a large percentage of trading volume on the fund’s primary listing exchange and may, therefore, have a material effect on the market price of the fund’s shares.
The market price of fund shares during the trading day, like
the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over time based on the
fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high trading volume or market
liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be greatest when the price of
shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained because of
arbitrage opportunities. There are various methods by which investors can
Schwab U.S. Equity ETFs | Fund Details45
purchase and sell shares of the fund and various types of orders that may be
placed. Investors should consult their financial intermediary before purchasing or selling shares of the fund.
Portfolio Holdings
A description of the funds’ policies and procedures with
respect to the disclosure of a fund’s portfolio securities is available in the SAI.
46Schwab
U.S. Equity ETFs | Fund Details
Financial Highlights
This section provides further details about
each fund’s financial history for the past five years or, if shorter, for its period of operations. Certain information reflects financial results for a single fund share. “Total return” shows the percentage that an investor
in a fund would have earned or lost during a given period, assuming all distributions were reinvested. Each fund’s independent registered public accounting firm, PricewaterhouseCoopers LLP (PwC), audited these figures. PwC’s full report
is included in each fund’s annual report (see back cover).
Schwab U.S. Broad Market ETF
|
9/1/18–
8/31/19
|
9/1/17–
8/31/18
|
9/1/16–
8/31/17
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
70.55
|
$
59.72
|
$
52.42
|
$
48.02
|
$
48.75
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)1
|
1.43
|
1.18
|
1.12
|
1.03
|
0.99
|
|
Net
realized and unrealized gains (losses)
|
(0.55)
|
10.77
|
7.20
|
4.34
|
(0.79)
|
|
Total
from investment operations
|
0.88
|
11.95
|
8.32
|
5.37
|
0.20
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(1.30)
|
(1.12)
|
(1.02)
|
(0.97)
|
(0.93)
|
|
Net
asset value at end of period
|
$
70.13
|
$
70.55
|
$
59.72
|
$
52.42
|
$
48.02
|
|
Total
return
|
1.35%
|
20.20%
|
16.03%
|
11.35%
|
0.33%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.03%
|
0.03%
|
0.03%
|
0.03%
2
|
0.04%
|
|
Net
investment income (loss)
|
2.12%
|
1.81%
|
1.99%
|
2.09%
|
1.98%
|
|
Portfolio
turnover rate3
|
4%
|
4%
|
4%
|
5%
|
3%
|
|
Net
assets, end of period (x 1,000)
|
$14,877,368
|
$13,326,391
|
$10,215,289
|
$6,858,980
|
$4,919,185
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective November 17, 2015, the annual operating expense
ratio was reduced. The ratio presented for the period ended 8/31/16 is a blended ratio.
3
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
Schwab U.S. Equity ETFs | Financial Highlights47
Schwab 1000 Index ETF
|
9/1/18–
8/31/19
|
10/11/17
1–
8/31/18
|
|
|
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
28.62
|
$
25.00
|
|
|
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)2
|
0.57
|
0.44
|
|
|
|
|
Net
realized and unrealized gains (losses)
|
0.10
|
3.47
|
|
|
|
|
Total
from investment operations
|
0.67
|
3.91
|
|
|
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.49)
|
(0.29)
|
|
|
|
|
Net
asset value at end of period
|
$
28.80
|
$
28.62
|
|
|
|
|
Total
return
|
2.42%
|
15.72%
3
|
|
|
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.05%
|
0.05%
4
|
|
|
|
|
Net
investment income (loss)
|
2.06%
|
1.87%
4
|
|
|
|
|
Portfolio
turnover rate5
|
5%
|
3%
3
|
|
|
|
|
Net
assets, end of period (x 1,000)
|
$838,213
|
$486,487
|
|
|
|
|
1
Commencement of operations.
2
Calculated based on the average shares outstanding during
the period.
3
Not annualized.
4
Annualized.
5
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
48Schwab U.S. Equity ETFs | Financial Highlights
Schwab U.S. Large-Cap ETF
|
9/1/18–
8/31/19
|
9/1/17–
8/31/18
|
9/1/16–
8/31/17
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
69.53
|
$
59.10
|
$
51.75
|
$
47.30
|
$
47.99
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)1
|
1.47
|
1.19
|
1.15
|
1.03
|
1.01
|
|
Net
realized and unrealized gains (losses)
|
0.33
|
10.39
|
7.24
|
4.41
|
(0.77)
|
|
Total
from investment operations
|
1.80
|
11.58
|
8.39
|
5.44
|
0.24
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(1.33)
|
(1.15)
|
(1.04)
|
(0.99)
|
(0.93)
|
|
Net
asset value at end of period
|
$
70.00
|
$
69.53
|
$
59.10
|
$
51.75
|
$
47.30
|
|
Total
return
|
2.70%
|
19.79%
|
16.39%
|
11.66%
|
0.43%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.03%
|
0.03%
|
0.03%
|
0.03%
2
|
0.04%
|
|
Net
investment income (loss)
|
2.19%
|
1.86%
|
2.07%
|
2.13%
|
2.04%
|
|
Portfolio
turnover rate3
|
4%
|
3%
|
4%
|
4%
|
4%
|
|
Net
assets, end of period (x 1,000)
|
$17,785,958
|
$14,989,877
|
$9,824,643
|
$6,218,346
|
$4,329,918
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective November 12, 2015, the annual operating expense
ratio was reduced. The ratio presented for the period ended 8/31/16 is a blended ratio.
3
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
Schwab U.S. Equity ETFs | Financial Highlights49
Schwab U.S. Large-Cap Growth ETF
|
9/1/18–
8/31/19
|
9/1/17–
8/31/18
|
9/1/16–
8/31/17
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
81.69
|
$
65.55
|
$
55.25
|
$
51.93
|
$
50.11
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)1
|
0.95
|
0.68
|
0.75
|
0.59
|
0.66
|
|
Net
realized and unrealized gains (losses)
|
2.30
|
16.17
|
10.17
|
3.30
|
1.79
|
|
Total
from investment operations
|
3.25
|
16.85
|
10.92
|
3.89
|
2.45
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.92)
|
(0.71)
|
(0.62)
|
(0.57)
|
(0.63)
|
|
Net
asset value at end of period
|
$
84.02
|
$
81.69
|
$
65.55
|
$
55.25
|
$
51.93
|
|
Total
return
|
4.09%
|
25.88%
|
19.89%
|
7.56%
|
4.87%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.04%
|
0.04%
|
0.05%
2
|
0.07%
3
|
0.07%
|
|
Net
investment income (loss)
|
1.21%
|
0.93%
|
1.25%
|
1.14%
|
1.25%
|
|
Portfolio
turnover rate4
|
14%
|
5%
|
5%
|
7%
|
10%
|
|
Net
assets, end of period (x 1,000)
|
$8,107,853
|
$6,886,721
|
$4,470,809
|
$2,980,475
|
$2,246,101
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective December 29, 2016, the annual operating expense
ratio was reduced. The ratio presented for the period ended 8/31/17 is a blended ratio.
3
Effective November 17, 2015, the annual operating expense
ratio was reduced. The ratio presented for the period ended 8/31/16 is a blended ratio.
4
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
50Schwab U.S. Equity ETFs | Financial Highlights
Schwab U.S. Large-Cap Value ETF
|
9/1/18–
8/31/19
|
9/1/17–
8/31/18
|
9/1/16–
8/31/17
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
56.37
|
$
50.65
|
$
46.01
|
$
40.89
|
$
43.54
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)1
|
1.84
|
1.47
|
1.36
|
1.29
|
1.20
|
|
Net
realized and unrealized gains (losses)
|
(1.48)
|
5.63
|
4.56
|
5.01
|
(2.75)
|
|
Total
from investment operations
|
0.36
|
7.10
|
5.92
|
6.30
|
(1.55)
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(1.59)
|
(1.38)
|
(1.28)
|
(1.18)
|
(1.10)
|
|
Net
asset value at end of period
|
$
55.14
|
$
56.37
|
$
50.65
|
$
46.01
|
$
40.89
|
|
Total
return
|
0.70%
|
14.20%
|
13.01%
|
15.70%
|
(3.71%)
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.04%
|
0.04%
|
0.05%
2
|
0.07%
3
|
0.07%
|
|
Net
investment income (loss)
|
3.38%
|
2.72%
|
2.79%
|
3.00%
|
2.75%
|
|
Portfolio
turnover rate4
|
7%
|
8%
|
7%
|
6%
|
15%
|
|
Net
assets, end of period (x 1,000)
|
$5,976,674
|
$4,692,419
|
$3,532,689
|
$2,491,664
|
$1,435,194
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective December 29, 2016, the annual operating expense
ratio was reduced. The ratio presented for the period ended 8/31/17 is a blended ratio.
3
Effective November 17, 2015, the annual operating expense
ratio was reduced. The ratio presented for the period ended 8/31/16 is a blended ratio.
4
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
Schwab U.S. Equity ETFs | Financial Highlights51
Schwab U.S. Mid-Cap ETF
|
9/1/18–
8/31/19
|
9/1/17–
8/31/18
|
9/1/16–
8/31/17
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
58.44
|
$
48.77
|
$
43.67
|
$
40.70
|
$
40.56
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)1
|
0.84
|
0.76
|
0.71
|
0.74
|
0.59
|
|
Net
realized and unrealized gains (losses)
|
(2.76)
|
9.59
|
5.09
|
2.84
|
0.12
|
|
Total
from investment operations
|
(1.92)
|
10.35
|
5.80
|
3.58
|
0.71
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.80)
|
(0.68)
|
(0.70)
|
(0.61)
|
(0.57)
|
|
Net
asset value at end of period
|
$
55.72
|
$
58.44
|
$
48.77
|
$
43.67
|
$
40.70
|
|
Total
return
|
(3.24%)
|
21.36%
|
13.38%
|
8.94%
|
1.71%
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.04%
2
|
0.05%
|
0.06%
3
|
0.07%
|
0.07%
|
|
Net
investment income (loss)
|
1.52%
|
1.42%
|
1.54%
|
1.83%
|
1.42%
|
|
Portfolio
turnover rate4
|
19%
|
13%
|
17%
|
21%
|
12%
|
|
Net
assets, end of period (x 1,000)
|
$6,254,639
|
$5,358,783
|
$3,555,096
|
$2,532,590
|
$1,841,785
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective March 11, 2019,
the annual operating expense ratio was reduced. The ratio presented for the period ended 8/31/19 is a blended ratio.
3
Effective October 7, 2016 and March 1, 2017, the annual
operating expense ratio was reduced. The ratio presented for the period ended 8/31/17 is a blended ratio.
4
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
52Schwab U.S. Equity ETFs | Financial Highlights
Schwab U.S. Small-Cap ETF
|
9/1/18–
8/31/19
|
9/1/17–
8/31/18
|
9/1/16–
8/31/17
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
78.24
|
$
64.03
|
$
57.42
|
$
53.54
|
$
54.53
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)1
|
1.04
|
0.98
|
0.90
|
0.93
|
0.80
|
|
Net
realized and unrealized gains (losses)
|
(9.07)
|
14.10
|
6.64
|
3.75
|
(1.07)
|
|
Total
from investment operations
|
(8.03)
|
15.08
|
7.54
|
4.68
|
(0.27)
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(1.01)
|
(0.87)
|
(0.93)
|
(0.80)
|
(0.72)
|
|
Net
asset value at end of period
|
$
69.20
|
$
78.24
|
$
64.03
|
$
57.42
|
$
53.54
|
|
Total
return
|
(10.26%)
|
23.71%
|
13.21%
|
8.89%
|
(0.54%)
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.04%
2
|
0.05%
|
0.06%
3
|
0.08%
4
|
0.08%
|
|
Net
investment income (loss)
|
1.49%
|
1.38%
|
1.46%
|
1.76%
|
1.44%
|
|
Portfolio
turnover rate5
|
11%
|
9%
|
11%
|
11%
|
9%
|
|
Net
assets, end of period (x 1,000)
|
$8,100,071
|
$8,853,388
|
$5,490,843
|
$3,772,207
|
$2,893,741
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective March 11, 2019,
the annual operating expense ratio was reduced. The ratio presented for the period ended 8/31/19 is a blended ratio.
3
Effective October 7, 2016 and March 1, 2017, the annual
operating expense ratio was reduced. The ratio presented for the period ended 8/31/17 is a blended ratio.
4
Effective May 2, 2016, the annual operating expense ratio
was reduced. The ratio presented for the period ended 8/31/16 is a blended ratio.
5
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
Schwab U.S. Equity ETFs | Financial Highlights53
Schwab U.S. Dividend Equity ETF
|
9/1/18–
8/31/19
|
9/1/17–
8/31/18
|
9/1/16–
8/31/17
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
52.71
|
$
45.83
|
$
42.47
|
$
36.52
|
$
38.90
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)1
|
1.66
|
1.49
|
1.40
|
1.29
|
1.19
|
|
Net
realized and unrealized gains (losses)
|
0.48
|
6.75
|
3.26
|
5.85
|
(2.46)
|
|
Total
from investment operations
|
2.14
|
8.24
|
4.66
|
7.14
|
(1.27)
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(1.55)
|
(1.36)
|
(1.30)
|
(1.19)
|
(1.11)
|
|
Net
asset value at end of period
|
$
53.30
|
$
52.71
|
$
45.83
|
$
42.47
|
$
36.52
|
|
Total
return
|
4.18%
|
18.21%
|
11.12%
|
19.89%
|
(3.47%)
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.06%
2
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
|
Net
investment income (loss)
|
3.23%
|
2.99%
|
3.17%
|
3.27%
|
3.03%
|
|
Portfolio
turnover rate3
|
24%
|
23%
|
15%
|
22%
|
19%
|
|
Net
assets, end of period (x 1,000)
|
$9,820,959
|
$8,092,908
|
$6,040,705
|
$4,300,443
|
$2,497,808
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective March 11, 2019,
the annual operating expense ratio was reduced. The ratio presented for the period ended 8/31/19 is a blended ratio.
3
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
54Schwab U.S. Equity ETFs | Financial Highlights
Fund Management
The investment adviser for the funds is
Charles Schwab Investment Management, Inc. (CSIM), 211 Main Street, San Francisco, CA 94105. CSIM was founded in 1989 and as of October 31, 2019, managed approximately $464.0 billion in assets.
As the investment adviser, CSIM oversees the asset management
and administration of the funds. As compensation for these services, CSIM receives a management fee from each fund. For the 12 months ended August 31, 2019, these fees were 0.03% for the Schwab U.S. Broad Market ETF, 0.05% for Schwab 1000 Index ETF,
0.03% for the Schwab U.S. Large-Cap ETF, 0.04% for the Schwab U.S. Large-Cap Growth ETF, 0.04% for the Schwab U.S. Large-Cap Value ETF, 0.04% for the Schwab U.S. Mid-Cap ETF, 0.04% for Schwab U.S. Small-Cap ETF and 0.06% for Schwab U.S. Dividend
Equity ETF. These figures, which are expressed as a percentage of each fund’s average daily net assets, represent the actual amounts paid. Effective March 11, 2019, the management fee for the Schwab U.S. Mid-Cap ETF, Schwab U.S. Small-Cap ETF
and Schwab U.S. Dividend Equity ETF was reduced from 0.05%, 0.05% and 0.07%, respectively.
Pursuant to the Amended and Restated Advisory Agreement
between CSIM and Schwab Strategic Trust (the Trust), on behalf of each fund, CSIM pays the operating expenses of each fund, excluding taxes, any brokerage expenses, and extraordinary or non-routine expenses.
A discussion regarding the basis for the Board of
Trustees’ approval of each fund’s Amended and Restated Advisory Agreement is available in the funds’ 2019 annual report, which covers the period from September 1, 2018 through August 31, 2019.
Christopher Bliss, CFA, Vice
President and Head of Passive Equity Strategies, leads the portfolio management team for Schwab’s passive equity mutual funds and ETFs. He also has overall responsibility for all aspects of the management of the funds. Prior to joining CSIM in
2016, Mr. Bliss spent 12 years at BlackRock (formerly Barclays Global Investors) managing and leading institutional index teams, most recently as a managing director and the head of the Americas institutional index team. Prior to BlackRock, he
worked as an equity analyst and portfolio manager for Harris Bretall and before that, as a research analyst for JP Morgan.
Jeremy Brown, Portfolio
Manager, is responsible for the day-to-day co-management of the funds. Prior to joining CSIM in 2017, Mr. Brown spent six years with ALPS Advisors, Inc. in Denver, most recently as a senior analyst on the ETF portfolio management and research team
where he performed portfolio management, trading and analytics/research functions for ALPS ETFs and passive funds. Additionally, Mr. Brown led a number of investment research, commentary, industry trend analysis and sales and marketing support
initiatives.
Ferian Juwono, CFA, Senior Portfolio Manager, is responsible for the day-to-day co-management of the funds. Prior to joining CSIM in 2010, Mr. Juwono worked at BlackRock (formerly Barclays Global Investors), where he spent more than three
years as a portfolio manager, managing equity index funds for institutional clients, and two years as a senior business analyst. Prior to that, Mr. Juwono worked for more than four years as a senior financial analyst with Union Bank of
California.
Sabya Sinha, Portfolio Manager, is responsible for the day-to-day co-management of the funds. Prior to joining CSIM in 2015, Mr. Sinha spent a year at F-Squared Investments on the product development and analytics team. Prior to
F-Squared, he worked at IndexIQ Advisors as a senior index portfolio manager for three years and for Bank of America’s Columbia Management subsidiary as a portfolio manager for three years.
Additional information about the
portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in each fund is available in the SAI.
Distributor. The funds’
Distributor is SEI Investments Distribution Co. The Distributor, located at 1 Freedom Valley Drive, Oaks, PA 19456, is a broker-dealer registered with the SEC. The Distributor distributes Creation Units for the funds and does not maintain a
secondary market in shares of the funds.
Schwab U.S. Equity ETFs | Fund
Management55
Investing in the Funds
On the following pages, you will find information on buying
and selling shares. Most investors will invest in the funds by placing orders through their brokerage account at Charles Schwab & Co., Inc. (Schwab) or an account with another broker/dealer or other intermediary. Authorized Participants (as
defined in “Purchase and Redemption of Creation Units,” below) may invest directly in the funds by placing orders for Creation Units through the funds’ Distributor (direct orders). Helpful information on taxes is included as
well.
The funds generally are not registered for
sale in jurisdictions outside the United States and are intended for purchase by persons residing in the United States. A person is considered resident in the United States if at the time of the investment (i) the account has an address of record in
the United States or a U.S. territory (including APO/FPO/DPO) and (ii) all account owners are resident in the United States or a U.S. territory and have a valid U.S. taxpayer identification number. If an existing account is updated to reflect a
non-U.S. address, the account may be restricted from making additional investments.
Shares of the funds trade on national securities exchanges and
elsewhere during the trading day and can be bought and sold throughout the trading day like other shares of publicly traded securities. When buying or selling shares through a broker most investors will incur customary brokerage commissions and
charges. In addition, you may incur the cost of the “spread” – that is, any difference between the bid price (the highest price a buyer is willing to pay for a share of a fund) and the ask price (the lowest price a seller is
willing to accept for a share of a fund).
Shares
of the funds trade under the following trading symbols:
Schwab
U.S. Broad Market ETF
|
SCHB
|
Schwab
1000 Index ETF
|
SCHK
|
Schwab
U.S. Large-Cap ETF
|
SCHX
|
Schwab
U.S. Large-Cap Growth ETF
|
SCHG
|
Schwab
U.S. Large-Cap Value ETF
|
SCHV
|
Schwab
U.S. Mid-Cap ETF
|
SCHM
|
Schwab
U.S. Small-Cap ETF
|
SCHA
|
Schwab
U.S. Dividend Equity ETF
|
SCHD
|
Shares of the funds may be acquired
or redeemed directly from the funds only in Creation Units or multiples thereof, as discussed in the “Creation and Redemption” section below. Once created, shares of the funds trade in the secondary market in amounts less than a Creation
Unit. The funds do not impose any minimum investment for shares of the funds purchased on an exchange or in the secondary market. Except when aggregated in Creation Units, shares are not redeemable by the funds.
Share Trading Prices
As with other types of securities, the trading prices of
shares in the secondary market can be affected by market forces such as supply and demand, economic conditions and other factors. The price you pay or receive when you buy or sell your shares in the secondary market may be more (a premium) or less
(a discount) than the NAV of such shares.
The
approximate value of shares of the funds is disseminated every fifteen seconds throughout the trading day by the national securities exchange on which the funds are listed or by other information providers. This approximate value should not be
viewed as a “real-time” update of the NAV, because the approximate value may not be calculated in the same manner as the NAV, which is computed once per day. The approximate value generally is determined by using current market
quotations and/or price quotations obtained from broker-dealers that may trade in the portfolio securities held by the funds. The funds and investment adviser are not involved in, or responsible for, the calculation or dissemination of the
approximate value and make no warranty as to its accuracy.
Premium/Discount Information
Information showing the number of days the market price of
each fund’s shares was greater than the fund’s NAV per share (i.e., at a premium) and the number of days it was less than the fund’s NAV per share (i.e., at a discount), for various time periods, is available by visiting the
funds’ website www.schwabfunds.com.
56Schwab
U.S. Equity ETFs | Investing in the Funds
Determination of Net Asset Value
The NAV of a fund’s shares is calculated as of the close
of regular trading on the New York Stock Exchange (NYSE), generally 4:00 p.m. Eastern time, on each day the NYSE is open for trading (each, a Business Day). NAV per share is calculated by dividing a fund’s net assets by the number of the
fund’s shares outstanding. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the funds
reserve the right to treat such day as a Business Day and accept purchase and redemption orders and calculate their respective NAVs as of the normally scheduled close of regular trading on the NYSE for that day.
In valuing their securities, the funds use market quotes or
official closing prices if they are readily available. In cases where quotes are not readily available or the investment adviser deems them unreliable, the funds may value securities based on fair values developed using methods approved by the
funds’ Board of Trustees.
The funds’ Board
of Trustees has adopted procedures, which include fair value methodologies, to fair value the funds’ securities when market prices are not “readily available” or are unreliable. For example, the funds may fair value a security when
a security is de-listed or its trading is halted or suspended; when a security’s primary pricing source is unable or unwilling to provide a price; when a security’s primary trading market is closed during regular market hours; or when a
security’s value is materially affected by events occurring after the close of the security’s primary trading market. By fair valuing securities whose prices may have been affected by events occurring after the close of trading, the
funds seek to establish prices that investors might expect to realize upon the current sales of these securities. The funds’ fair value methodologies seek to ensure that the prices at which the funds’ shares are purchased and redeemed
are fair and do not result in dilution of shareholder interest or other harm to shareholders. Generally, when fair valuing a security, the funds will take into account all reasonably available information that may be relevant to a particular
valuation including, but not limited to, fundamental analytical data regarding the issuer, information relating to the issuer’s business, recent trades or offers of the security, general and specific market conditions and the specific facts
giving rise to the need to fair value the security. The funds make fair value determinations in good faith and in accordance with the fair value methodologies included in the Board of Trustees adopted valuation procedures. Due to the subjective and
variable nature of fair value pricing, there can be no assurance that the funds could obtain the fair value assigned to the security upon the sale of such security.
Transactions in fund shares will be priced at NAV only if you
purchase or redeem shares directly from the funds in Creation Units. Fund shares that are purchased or sold on a national securities exchange will be effected at prevailing market prices, which may be higher or lower than NAV, and may be subject to
brokerage commissions and charges. As described below, purchases and redemptions of Creation Units will be priced at the NAV next determined after receipt of the purchase or redemption order.
Purchase and Redemption of Creation Units
Creation and Redemption
The shares that trade in the secondary market are
“created” at NAV. The funds issue and redeem shares only in Creation Units, which are large blocks of shares, typically 50,000 shares or more depending on the fund. Only institutional investors who have entered into an authorized
participant agreement (known as Authorized Participants) may purchase or redeem Creation Units. Creation Units generally are issued and redeemed in exchange for a specified basket of securities approximating the holdings of the funds and/or a
designated amount of cash. Each Business Day, prior to the opening of trading, the funds publish the specific securities and designated amount of cash included in that day’s basket for the funds through the National Securities Clearing
Corporation (NSCC) or other method of public dissemination. The funds reserve the right to accept or pay out a basket of securities or cash that differs from the published basket. The prices at which creations and redemptions occur are based on the
next calculation of NAV after an order is received and deemed acceptable by the Distributor. Orders from Authorized Participants to create or redeem Creation Units will only be accepted on a Business Day and are also subject to acceptance by the
funds and the Distributor.
Creations and redemptions must be made by an
Authorized Participant or through a firm that is either a member of the Continuous Net Settlement System of the NSCC or a Depository Trust Company participant, and in each case, must have executed an agreement with the Distributor with respect to
creations and redemptions of Creation Unit aggregations. Information about the procedures regarding creation and redemption of Creation Units is included in the SAI.
Schwab U.S. Equity ETFs | Investing in the Funds57
Authorized Participants and the Continuous Offering of
Shares
Because new shares may be created and issued on
an ongoing basis, at any point during the life of the funds, a “distribution,” as such term is used in the Securities Act of 1933, as amended (Securities Act), may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in them being deemed participants in a distribution in a manner that could render them statutory underwriters and subject to the prospectus-delivery and liability provisions of the
Securities Act. Nonetheless, any determination of whether one is an underwriter must take into account all the relevant facts and circumstances of each particular case.
Broker-dealers should also note that dealers who are not
“underwriters,” but are participating in a distribution (as contrasted to ordinary secondary transactions), and thus dealing with shares that are part of an “unsold allotment” within the meaning of Section 4(a)(3)(C) of the
Securities Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the
Securities Act is only available with respect to transactions on a national securities exchange.
Creation and Redemption Transaction Fees for Creation
Units
The funds may impose a creation transaction fee
and a redemption transaction fee to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units. The creation and redemption transaction fees applicable to the funds are listed below. The standard
creation transaction fee is charged to each purchaser on the day such purchaser creates a Creation Unit. The standard fee is a single charge and will be the amount indicated below regardless of the number of Creation Units purchased by an investor
on the same day. Similarly, the standard redemption transaction fee will be the amount indicated below regardless of the number of Creation Units redeemed that day. In addition, purchasers and redeemers of shares in Creation Units are responsible
for payment of the costs of transferring securities to or out of the funds. Purchasers and redeemers of Creation Units for cash may also be subject to an additional variable charge up to the maximum amount shown in the table below. This additional
variable charge will offset the transaction costs to the funds of buying or selling portfolio securities. In certain circumstances, the cost of any standard transaction fees and/or additional variable charges may be waived by a fund when doing so is
believed to be in the best interests of the fund. From time to time, the investment adviser may cover the cost of any transaction fees.
The following table shows, as of November
29, 2019, the approximate value of one Creation Unit of each fund, including the standard and maximum additional creation and redemption transaction fee. These fees are payable only by investors who purchase shares directly from the funds. Retail
investors who purchase shares through their brokerage account will not pay these fees. Investors who use the services of a broker or other such intermediary may pay fees for such services.
Name
of Fund
|
Approximate
Value
of One Creation Unit
|
Standard
Creation/Redemption
Transaction Fee
|
Maximum
Additional Creation
Transaction Fee*
|
Maximum
Additional Redemption
Transaction Fee*
|
Schwab
U.S. Broad Market ETF
|
$3,764,000
|
$1,500
|
3.0%
|
2.0%
|
Schwab
1000 Index ETF
|
$1,546,000
|
$
500
|
3.0%
|
2.0%
|
Schwab
U.S. Large-Cap ETF
|
$3,760,000
|
$
500
|
3.0%
|
2.0%
|
Schwab
U.S. Large-Cap Growth ETF
|
$4,531,000
|
$
500
|
3.0%
|
2.0%
|
Schwab
U.S. Large-Cap Value ETF
|
$2,955,500
|
$
500
|
3.0%
|
2.0%
|
Schwab
U.S. Mid-Cap ETF
|
$2,971,500
|
$
500
|
3.0%
|
2.0%
|
Schwab
U.S. Small-Cap ETF
|
$3,699,000
|
$1,500
|
3.0%
|
2.0%
|
Schwab
U.S. Dividend Equity ETF
|
$2,854,500
|
$
250
|
3.0%
|
2.0%
|
*
|
As a percentage of total
amount invested or redeemed.
|
Additional Policies
Policy regarding short-term or excessive
trading. The funds do not impose any restrictions on the frequency of purchases and redemptions of fund shares. When considering that a policy regarding short-term or excessive trading was not necessary for the
funds, the Board of Trustees considered the structure of the funds as ETFs and that fund shares are purchased and redeemed directly with the funds only in large quantities (Creation Units) by Authorized Participants who are authorized to purchase
and redeem shares directly with the funds. Because purchase and redemption transactions with Authorized Participants are an essential part of the ETF process and help keep ETF trading prices in line with NAV, the funds accommodate frequent purchases
and redemptions by Authorized Participants. Frequent
58Schwab
U.S. Equity ETFs | Investing in the Funds
purchases and redemptions for cash may increase index tracking error and
portfolio transaction costs and may lead to realization of capital gains. Frequent in-kind creations and redemptions do not give rise to these concerns. The funds reserve the right to reject or limit any purchase order at any time.
The funds reserve the right to impose
restrictions on disruptive or abusive trading. Such trading is defined by the funds as purchases and sales of fund shares in amounts and frequency determined by the funds to be significant and in a pattern of activity that can potentially be
detrimental to the funds and their shareholders. Such adverse effects can include diluting the value of the shareholders’ holdings, increasing fund transaction costs, disrupting portfolio management strategy, incurring unwanted taxable gains,
or forcing funds to hold excess levels of cash. The funds may reject purchase or redemption orders in such instances. The funds also impose a transaction fee on Creation Unit transactions that is designed to offset the funds’ transfer and
other transaction costs associated with the issuance and redemption of the Creation Units. The Board of Trustees may determine that policies and procedures regarding the frequency of purchases and redemptions of fund shares are necessary in the
future.
Investments by Registered Investment
Companies. Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts investments by registered investment companies in the securities of other investment companies, including shares of the funds.
Registered investment companies are permitted to invest in the funds beyond the limits set forth in section 12(d)(1), subject to certain terms and conditions set forth in an SEC exemptive order issued to the Trust, including that such investment
companies enter into an agreement with the funds.
Payments to Financial Intermediaries. The investment adviser or its affiliates may make payments out of their own resources, or provide products and services at a discount, to certain brokerage firms, banks, insurance companies, retirement plan service
providers and other financial intermediaries that perform shareholder, recordkeeping, sub-accounting and other administrative services in connection with investments in fund shares. The investment adviser or its affiliates may also make payments out
of their own resources, or provide products and services at a discount, to certain financial intermediaries in connection with certain activities or services which may facilitate, directly or indirectly, investment in the funds. These payments may
relate to marketing and/or fund promotion activities and presentations, educational training programs, conferences, the development and support of technology platforms and/or reporting systems, data analytics and support, or making shares of the
funds available to their customers. These payments, which may be significant, are paid by the investment adviser or its affiliates out of their own resources and not from the assets of the funds.
Payments to a financial intermediary may create potential
conflicts of interest between the intermediary and its clients as the payments may provide such intermediary with an incentive to favor sales of shares of the funds over other investment options they make available to their customers. Please see the
SAI for additional information.
Distributions and
Taxes
Any investment in the funds typically involves several tax
considerations.The information below is meant as a general summary for U.S. citizens and residents. Please see the SAI for additional information. Because each person’s tax situation is different, you should consult your tax advisor about the
tax implications of your investment in a fund. You also can visit the Internal Revenue Service (IRS) website at www.irs.gov.
As a shareholder, you are entitled to your share of the
dividends and gains your fund earns. Dividends from net investment income, if any, are generally declared and paid quarterly by each fund. Distributions of net realized capital gains, if any, generally are declared and paid once a year, although the
funds may do so more frequently as determined by the Board of Trustees. Although it is not generally expected, if a fund’s distributions exceed its realized taxable income and capital gains during a taxable year, then all or a portion of the
distributions made during that year may be characterized as a return of capital to shareholders. A return of capital distribution generally will not be taxable but will reduce the shareholder’s cost basis and result in a higher capital gain or
lower capital loss when those shares on which the distribution was received are sold. Each fund reserves the right to declare special distributions if, in its reasonable discretion, such action is necessary or advisable to preserve its status as a
regulated investment company or to avoid imposition of income or excise taxes on undistributed income or realized gains. Dividends and other distributions on shares of the funds are distributed on a pro rata basis to beneficial owners of such
shares. During the fourth quarter of the year, typically in early November, an estimate of the funds’ year-end distributions, if any, may be made available on the funds’ website
www.schwabfunds.com.
Unless you are investing through an IRA, 401(k) or other
tax-advantaged retirement account, your fund distributions generally have tax consequences. Each fund’s net investment income and short-term capital gains are distributed as dividends and will be taxable as ordinary income or qualified
dividend income. Other capital gains distributions are taxable as long-term capital gains, regardless of how long you have held your shares in the fund. The maximum individual rate applicable to long-term capital gains and qualified dividend
Schwab U.S.
Equity ETFs | Investing in the Funds59
income is generally either 15% or 20%, depending on whether the
individual’s income exceeds certain threshold amounts. Distributions generally are taxable in the tax year in which they are declared, whether you reinvest them or take them in cash.
Generally, any sale of your shares is a taxable event. A sale
of your shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than one year. Otherwise, the gain or
loss on the taxable disposition of shares will be treated as short-term capital gain or loss. The maximum individual rate applicable to long-term capital gains is generally either 15% or 20%, depending on whether the individual’s income
exceeds certain threshold amounts. Any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gains distributions received (or
deemed received) by you with respect to the shares. All or a portion of any loss realized upon a taxable disposition of shares will be disallowed if you purchase other substantially identical shares within 30 days before or after the disposition. In
such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
An additional 3.8% Medicare tax is imposed on certain net
investment income (including ordinary dividends and capital gains distributions received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of U.S. individuals, estates and trusts to the extent that such
person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.
At the beginning of every year, the funds provide shareholders
with information detailing the tax status of any distributions the funds paid during the previous calendar year. Schwab customers also receive information on distributions and transactions in their monthly account statements.
If you are investing through a taxable account and purchase
shares of a fund just before it declares a distribution, you may receive a portion of your investment back as a taxable distribution. This is because when a fund makes a distribution, the share price is reduced by the amount of the distribution. You
can avoid “buying a dividend,” as it is often called, by finding out if a distribution is imminent and waiting until afterwards to invest. Of course, you may decide that the opportunity to gain a few days of investment performance
outweighs the tax consequences of buying a dividend.
Foreign shareholders may be subject to
different U.S. federal income tax treatment, including withholding tax at the rate of 30% on amounts treated as ordinary dividends from a fund, as discussed in more detail in the SAI. Furthermore, the funds are required to withhold U.S. tax (at a
30% rate) on payments of taxable dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned
foreign investment accounts. Shareholders may be requested to provide additional information to a fund to enable the fund to determine whether withholding is required.
Taxes on Creation and Redemption of Creation Units
An Authorized Participant who exchanges
securities for Creation Units generally will recognize a gain or a loss equal to the difference between the market value of the Creation Units at the time of the exchange and the sum of the exchanger’s aggregate basis in the securities
surrendered and the cash component paid. A person who redeems Creation Units will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the sum of the aggregate market value of the
securities and the amount of cash received for such Creation Units. The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,”
or on the basis that there has been no significant change in economic position. Persons exchanging securities for Creation Units should consult a tax advisor with respect to whether wash sale rules apply and when a loss might be deductible. Any
capital gain or loss realized upon a redemption (or creation) of Creation Units is generally treated as long-term capital gain or loss if the funds’ shares (or securities surrendered) have been held for more than one year and as short-term
capital gain or loss if the shares (or securities surrendered) have been held for one year or less.
If you purchase or redeem Creation Units, you will be sent a
confirmation statement showing how many shares you purchased or sold and at what price. Persons purchasing or redeeming Creation Units should consult their own tax advisors with respect to the tax treatment of any creation or redemption
transaction.
Additional Information
Index Provider
S&P Dow Jones Indices LLC is a full service index provider
that develops, maintains, and licenses indices for use as benchmarks and as the basis of investment products. With respect to all the funds except Schwab 1000 Index ETF, CSIM has entered into a license agreement
60Schwab U.S. Equity ETFs | Investing in the Funds
with S&P Dow Jones Indices LLC or its affiliates to use the Dow Jones
Indices (as defined below). Fees payable under the license agreement are paid by CSIM. S&P Dow Jones Indices LLC and its affiliates have no obligation to continue to provide the Indices to CSIM beyond the term of the license agreement.
The Schwab 1000 Index is the property of Schwab, which has
contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) to calculate and maintain the Schwab 1000 Index. The Schwab 1000 Index is not sponsored by S&P Dow Jones Indices LLC or its affiliates or its third party
licensors, including Standard & Poor’s Financial Services LLC and Dow Jones Trademark Holdings LLC (collectively, S&P Dow Jones Indices). S&P Dow Jones Indices will not be liable for any errors or omissions in calculating the
Schwab 1000 Index.
Disclaimers
Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones) and Dow Jones U.S. Broad Stock Market Index, Dow Jones U.S. Large-Cap Total
Stock Market Index, Dow Jones U.S. Large-Cap Growth Total Stock Market Index, Dow Jones U.S. Large-Cap Value Total Stock Market Index, Dow Jones U.S. Mid-Cap Total Stock Market Index, Dow Jones U.S. Small-Cap Total Stock Market Index, and Dow Jones
U.S. Dividend 100TM Index (the Dow Jones Indices) are trademarks of S&P Dow Jones Indices LLC and/or its affiliates. The Dow Jones Indices are
products of S&P Dow Jones Indices LLC, and have been licensed for use by CSIM. Schwab U.S. Broad Market ETF, Schwab U.S. Large-Cap ETF, Schwab U.S. Large-Cap Growth ETF, Schwab U.S. Large-Cap Value ETF, Schwab U.S. Mid-Cap ETF, Schwab U.S.
Small-Cap ETF, and Schwab U.S. Dividend Equity ETF are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, any of their third party licensors, or any of their respective affiliates (collectively, S&P Dow Jones
Indices Entities). S&P Dow Jones Indices Entities do not make any representation or warranty, express or implied, to the owners of the funds or any member of the public regarding the advisability of investing in securities generally or in the
funds particularly or the ability of the Dow Jones Indices to track general market performance. S&P Dow Jones Indices Entities’ only relationship to CSIM with respect to the Dow Jones Indices is the licensing of the Dow Jones Indices and
certain trademarks, service marks and/or trade names of S&P Dow Jones Indices Entities. The Dow Jones Indices are determined, composed and calculated by S&P Dow Jones Indices Entities without regard to CSIM or the funds. S&P Dow Jones
Indices Entities have no obligation to take the needs of CSIM or fund shareholders into consideration in determining, composing or calculating the Dow Jones Indices. S&P Dow Jones Indices Entities are not responsible for and have not
participated in the determination of the prices, and amount of the funds or the timing of the issuance or sale of the funds or in the determination or calculation of the equation by which the funds are to be converted into cash or redeemed, as the
case may be. S&P Dow Jones Indices Entities have no obligation or liability in connection with the administration, marketing or trading of the funds. There is no assurance that investment products based on the Dow Jones Indices will accurately
track index performance or provide positive investment returns. S&P Dow Jones Indices LLC and its subsidiaries are not investment advisors. Inclusion of a security within the Dow Jones Indices is not a recommendation by S&P Dow Jones Indices
Entities to buy, sell, or hold such security, nor is it considered to be investment advice.
“Calculated by S&P Dow Jones Indices” and the
related stylized mark(s) are service marks of S&P Dow Jones Indices LLC and have been licensed for use by Schwab, which in turn has been sublicensed to Schwab 1000 Index® ETF. S&P® is a registered trademark of
Standard & Poor’s Financial Services LLC. Schwab 1000 Index ETF which is based on the Schwab 1000 Index is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC. S&P Dow Jones Indices LLC does not make any
representation or warranty, express or implied, to the owners of Schwab 1000 Index ETF or any member of the public regarding the advisability of investing in securities generally or in the Schwab 1000 Index or Schwab 1000 Index ETF particularly or
the ability of the Schwab 1000 Index or Schwab 1000 Index ETF to track general market performance. S&P Dow Jones Indices LLC’s only relationship to Schwab with respect to the Schwab 1000 Index is the licensing of the S&P Global BMI
Index, certain trademarks, service marks and trade names of S&P Dow Jones Indices LLC, and the provision of the calculation services on behalf of Schwab related to the Schwab 1000 Index without regard to Schwab or Schwab 1000 Index ETF. S&P
Dow Jones Indices LLC is not responsible for and has not participated in the creation of Schwab 1000 Index ETF, the determination of the prices and amount of Schwab 1000 Index ETF or the timing of the issuance or sale of Schwab 1000 Index ETF or in
the determination or calculation of the equation by which Schwab 1000 Index ETF may be converted into cash or other redemption mechanics. S&P Dow Jones Indices LLC has no obligation or liability in connection with the administration, marketing
or trading of Schwab 1000 Index ETF. There is no assurance that investment products based on the Schwab 1000 Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment
advisor. Inclusion or exclusion of a security within the Schwab 1000 Index is not a recommendation by S&P Dow Jones Indices LLC to buy, sell, or hold such security, nor is it investment advice. S&P Dow Jones Indices LLC does not act nor
shall be deemed to be acting as a fiduciary in providing the S&P Global BMI Index.
S&P DOW JONES INDICES ENTITIES DO NOT GUARANTEE THE
ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE DOW JONES INDICES OR THE SCHWAB 1000 INDEX, INTELLECTUAL PROPERTY, SOFTWARE, OR ANY DATA RELATED THERETO, OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION
(INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES ENTITIES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES ENTITIES MAKE NO EXPRESS OR
IMPLIED WARRANTIES, AND
Schwab U.S. Equity ETFs | Investing in the Funds61
EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY CSIM, SCHWAB, FUND SHAREHOLDERS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES INDICES AND THE SCHWAB 1000 INDEX, INTELLECTUAL PROPERTY, SOFTWARE, OR WITH RESPECT TO ANY DATA
RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF
PROFITS, TRADING LOSSES, LOST TIME, OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS
BETWEEN S&P DOW JONES INDICES ENTITIES, CSIM, AND SCHWAB, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES ENTITIES.
Shares of the funds are not sponsored, endorsed or promoted by
NYSE Arca, Inc. NYSE Arca makes no representation or warranty, express or implied, to the owners of the shares of the funds or any member of the public regarding the ability of a fund to track the total return performance of its underlying index or
the ability of the underlying index to track stock market performance. NYSE Arca is not responsible for, nor has it participated in, the determination of the compilation or the calculation of any underlying index, nor in the determination of the
timing of, prices of, or quantities of shares of the funds to be issued, nor in the determination or calculation of the equation by which the shares are redeemable. NYSE Arca has no obligation or liability to owners of the shares of the funds in
connection with the administration, marketing or trading of the shares of the funds.
NYSE Arca shall have no liability for damages, claims, losses
or expenses caused by any errors, omissions, or delays in calculating or disseminating any current index or portfolio value; the current value of the portfolio of securities required to be deposited to the funds; the amount of any dividend
equivalent payment or cash distribution to holders of shares of the funds; net asset value; or other information relating to the creation, redemption or trading of shares of the funds, resulting from any negligent act or omission by NYSE Arca, or
any act, condition or cause beyond the reasonable control of NYSE Arca, including, but not limited to, an act of God; fire; flood; extraordinary weather conditions; war; insurrection; riot; strike; accident; action of government; communications or
power failure; equipment or software malfunction; or any error, omission or delay in the reporting of transactions in one or more underlying securities. NYSE Arca makes no warranty, express or implied, as to results to be obtained by any person or
entity from the use of any underlying index or data included therein and NYSE Arca makes no express or implied warranties, and disclaims all warranties of merchantability or fitness for a particular purpose with respect to shares of the funds or any
underlying index or data included therein.
The funds and
CSIM do not guarantee the accuracy and/or the completeness of the indexes or any data included therein and shall have no liability for any errors, omissions, or interruptions therein. The funds and CSIM make no warranty, express or implied, as to
results to be obtained by the funds, or any other person or entity from the use of the indexes or any data included therein. The funds and CSIM make no express or implied warranties, and expressly disclaims all warranties, of merchantability or
fitness for a particular purpose or use with respect to the indexes or any data included therein, without limiting any of the foregoing, in no event shall the funds and CSIM have any liability for any lost profits or indirect, punitive, special or
consequential damages (including lost profits), even if notified of the possibility of such damages.
62Schwab
U.S. Equity ETFs | Investing in the Funds
Prospectus | December
18, 2019
Schwab® U.S. Equity ETFs
To Learn More
This prospectus contains important information on the funds
and should be read and kept for reference. You also can obtain more information from the following sources:
Annual and semiannual reports,
which are sent to current fund investors, contain more information about the funds’ holdings and detailed financial information about the funds. Annual reports also contain information from the funds’ manager(s) about strategies, recent
market conditions and trends and their impact on fund performance during the funds’ last fiscal period.
The Statement of Additional
Information (SAI) includes a more detailed discussion of investment policies and the risks associated with various investments. The SAI is incorporated by reference into the prospectus, making it legally part of the prospectus.
For a free copy of any of these documents or
to request other information or ask questions about the funds, call Schwab ETFs at 1-877-824-5615. In addition, you may visit the Schwab ETFs’ website at www.schwabfunds.com/schwabetfs_prospectus for a
free copy of a prospectus, SAI or an annual or semiannual report.
The SAI, the funds’ annual and semiannual reports and
other related materials are available from the EDGAR Database on the SEC’s website (www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail
to publicinfo@sec.gov.
SEC File Number
Schwab
Strategic Trust
|
811-22311
|
Prospectus | December
18, 2019
Schwab® ETFs
Schwab® International Equity ETFs
Schwab
® International Equity ETF
|
SCHF
|
Schwab
® International Small-Cap Equity ETF
|
SCHC
|
Schwab
® Emerging Markets Equity ETF
|
SCHE
|
Principal U.S. Listing Exchange: NYSE Arca, Inc.
New Notice Regarding Shareholder Report
Delivery Options
Beginning on January
1, 2021, paper copies of a fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from your financial intermediary (such as a bank or broker-dealer). Instead, the reports will be
made available on a fund’s website www.schwabfunds.com/schwabetfs_prospectus, and you will be notified by mail each time a report is posted and the mailing will provide a website link to
access the report. You will continue to receive other fund regulatory documents (such as prospectuses or supplements) in paper unless you have elected to receive all fund documents electronically.
If you would like to continue to receive a
fund’s future shareholder reports in paper free of charge after January 1, 2021, you can make that request:
•
|
If you invest through
Charles Schwab & Co, Inc. (broker-dealer), by calling 1-866-345-5954 and using the unique identifier attached to this mailing; or
|
•
|
If you
invest through another financial intermediary (such as a bank or broker-dealer) by contacting them directly.
|
If you already receive shareholder reports
and other fund documents electronically, you will not be affected by this change and you need not take any action.
As with all exchange-traded funds, the Securities and
Exchange Commission (SEC) has not approved these securities or passed on whether the information in this prospectus is adequate and accurate. Anyone who indicates otherwise is committing a federal crime.
Schwab International Equity ETFs
Schwab International Equity ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the FTSE Developed ex US Index.
Fund Fees and Expenses
This table describes the fees and expenses
you may pay if you buy and hold shares of the fund. This table does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares.
Shareholder
Fees (fees paid directly from your investment)
|
|
None
|
Annual
Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.06
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.06
|
Example
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The example also
assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The example does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares. Your actual costs
may be higher or lower.
Expenses
on a $10,000 Investment
|
1
Year
|
3
Years
|
5
Years
|
10
Years
|
$6
|
$19
|
$34
|
$77
|
Portfolio Turnover
The fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These
costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 8% of the average value of its
portfolio.
Principal Investment Strategies
To pursue its goal, the fund generally invests
in stocks that are included in the FTSE Developed ex US Index†. The index is comprised of large and mid
capitalization companies in developed countries outside the United States, as defined by the index provider. The index defines the large and mid capitalization universe as approximately the top 90% of the eligible universe. As of August 31,
2019, the index was composed of 1,553 stocks in 24 developed market countries.
It is the fund’s policy that under normal circumstances
it will invest at least 90% of its net assets (including, for this purposes, any borrowings for investment purposes) in these stocks, including depositary receipts representing securities of the index; such depositary receipts may be in the form of
American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts (EDRs). The fund will notify its shareholders at least 60 days before changing this policy. The fund may sell securities that are
represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index.
Under normal circumstances, the fund may invest up to 10% of
its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as investments in (a) securities that are not
represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs); (b) other investment companies; and (c) derivatives,
principally futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest in cash and cash
equivalents, including money market funds, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index. The fund does not hedge its exposure to foreign
currencies.
Because it may not be possible or
practicable to purchase all of the stocks in the index, the investment adviser seeks to track the total return of the index by using sampling techniques. Sampling techniques involve investing in a limited number of index securities which, when taken
together, are expected to perform similarly to the index as a whole. These techniques are based on a variety of
†
Index ownership — FTSE is a trademark of
the London Stock Exchange Group companies (LSEG) and is used by the fund under license. The Schwab International Equity ETF is not sponsored, endorsed, sold or promoted by FTSE nor LSEG and neither FTSE nor LSEG makes any representation regarding
the advisability of investing in shares of the fund. Fees payable under the license are paid by the investment adviser.
Schwab International Equity ETF | Fund Summary1
factors, including performance attributes, tax considerations, country
weightings, capitalization, industry factors, risk factors and other characteristics. The fund generally expects that its portfolio will hold less than the total number of securities in the index, but reserves the right to hold as many securities as
it believes necessary to achieve the fund’s investment objective.
The fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated.
The investment adviser seeks to achieve, over time, a
correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of factors may
affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique (or otherwise gives a different weighting to a security than the index does). The correlation between
the performance of the fund and the index may also diverge due to transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and the index resulting
from legal restrictions (such as diversification requirements) that apply to the fund but not to the index.
Principal Risks
The fund is subject to risks, any of which could cause an
investor to lose money. The fund’s principal risks include:
Market Risk.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. Markets may be impacted by economic, political, regulatory and other conditions, including economic sanctions and other government actions. As
with any investment whose performance is tied to these markets, the value of an investment in the fund will fluctuate, which means that an investor could lose money over short or long periods.
Investment Style
Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce
market exposure or to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
Equity Risk. The prices
of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices
to fall over short or extended periods of time.
Market Capitalization Risk.
Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market capitalization fall behind other types of investments,
the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk. Mid-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies and the value of securities issued by these companies may move sharply.
Foreign Investment Risk. The
fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political,
regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing
accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of the fund’s investments, and could
impair the fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in
value relative to the U.S. dollar. Foreign securities also include ADRs, GDRs and EDRs, which may be less liquid than the underlying shares in their primary trading market and GDRs, many of which are issued by companies in emerging markets, may be
more volatile. To the extent the fund’s investments in a single country or a limited number of countries represent a large percentage of the fund’s assets, the fund’s performance may be adversely affected by the economic,
political, regulatory and social conditions in those countries, and the fund’s price may be more volatile than the price of a fund that is geographically diversified.
Sampling Index Tracking
Risk. The fund may not fully replicate the index and may hold securities not included in the index. As a result, the fund is subject to the risk that the investment adviser’s investment management
strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. Because the fund utilizes a sampling approach it may not track the return of the index as well as it would if the fund purchased all
of the securities in the index.
Tracking Error
Risk. As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive
or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
Derivatives Risk. The
fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use of derivatives could reduce the
fund’s performance, increase the fund’s volatility, and could cause the
2Schwab International Equity ETF | Fund Summary
fund to lose more than the initial amount invested. In addition,
investments in derivatives may involve leverage, which means a small percentage of assets invested in derivatives can have a disproportionately large impact on the fund.
Liquidity Risk. The fund
may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or the fund may have to sell them at a loss.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.
Concentration Risk. To the
extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector, country or asset class, the fund may be adversely affected by the
performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector, country or
asset class.
Market Trading Risk. Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade at Prices Other Than NAV. Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset value (NAV), there
may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares
in the secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility or market disruption, or as a result of other factors impacting foreign securities, including liquidity,
irregular trading activity and timing differences between foreign markets where securities trade and the secondary market where fund shares are sold.
For more information on the risks of investing in the fund,
please see the “Fund Details” section in the prospectus.
Performance
The bar chart below shows how the fund’s investment
results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the risks of investing in the fund.
All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.schwabfunds.com/schwabetfs_prospectus.
Annual Total Returns (%) as of
12/31
Best Quarter: 16.22% Q3 2010
Worst Quarter: (19.68%) Q3 2011
Year-to-date performance (before taxes) as of 9/30/19: 12.90%
Average
Annual Total Returns as of 12/31/18
|
|
1
Year
|
5
Years
|
Since
Inception
(11/03/09)
|
Before
taxes
|
(14.39%)
|
0.66%
|
4.11%
|
After
taxes on distributions
|
(14.82%)
|
0.16%
|
3.68%
|
After
taxes on distributions and sale of shares
|
(7.91%)
|
0.61%
|
3.38%
|
Comparative
Index (reflects no deduction for expenses or taxes)
|
|
|
|
FTSE
Developed ex US Index (Net)1
|
(14.51%)
|
0.59%
|
4.13%
|
1
|
The net version of the index
reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes.
|
The after-tax figures reflect the highest
individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if you
hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the
fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment Adviser
Charles Schwab Investment Management, Inc.
Portfolio Managers
Christopher Bliss, CFA, Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Chuck Craig, CFA, Senior
Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2012.
Jane Qin, Portfolio Manager,
is responsible for the day-to-day co-management of the fund. She has managed the fund since 2017.
David Rios, Portfolio Manager,
is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Schwab International Equity ETF | Fund Summary3
Purchase and Sale of Fund Shares
The fund issues and redeems shares at its NAV only in large
blocks of shares, typically 100,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only Authorized Participants purchase
or redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on national securities
exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a price greater than
NAV (premium) or less than NAV (discount).
Tax
Information
Dividends and capital gains distributions received from the
fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to Financial Intermediaries
If you purchase shares of the fund through a broker-dealer
or other financial intermediary (such as a bank), the adviser and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or
other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
4Schwab International Equity ETF | Fund Summary
Schwab International Small-Cap Equity ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the FTSE Developed Small Cap ex US Liquid Index.
Fund Fees and Expenses
This table describes the fees and expenses
you may pay if you buy and hold shares of the fund. This table does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares.
Shareholder
Fees (fees paid directly from your investment)
|
|
None
|
Annual
Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.12
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.12
|
Example
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The example also
assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The example does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares. Your actual costs
may be higher or lower.
Expenses
on a $10,000 Investment
|
1
Year
|
3
Years
|
5
Years
|
10
Years
|
$12
|
$39
|
$68
|
$154
|
Portfolio Turnover
The fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These
costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 20% of the average value of its
portfolio.
Principal Investment Strategies
To pursue its goal, the fund generally invests
in stocks that are included in the FTSE Developed Small Cap ex US Liquid Index†. The index is comprised of small
capitalization companies in developed countries outside the United States, as defined by the index provider. The index defines the small capitalization universe as approximately the bottom 10% of the eligible universe with a minimum free float
capitalization of $150 million. As of August 31, 2019, the index was composed of 2,109 stocks in 25 developed market countries.
It is the fund’s policy that under normal circumstances
it will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in these stocks, including depositary receipts representing securities of the index; such depositary receipts may be in the form of
American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts (EDRs). The fund will notify its shareholders at least 60 days before changing this policy. The fund may sell securities that are
represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index. The fund generally expects that its country weightings will be
similar to those of the index.
Under normal
circumstances, the fund may invest up to 10% of its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as
investments in (a) securities that are not represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs); (b) other
investment companies; and (c) derivatives, principally futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index.
The fund may also invest in cash and cash equivalents, including money market funds, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index. The fund does not
hedge its exposure to foreign currencies.
Because it may not be possible or
practicable to purchase all of the stocks in the index, the investment adviser seeks to track the total return of the index by using sampling techniques. Sampling techniques involve investing in a limited number of index securities
†
Index ownership — FTSE is a trademark of
the London Stock Exchange Group companies (LSEG) and is used by the fund under license. The Schwab International Small-Cap Equity ETF is not sponsored, endorsed, sold or promoted by FTSE nor LSEG and neither FTSE nor LSEG makes any representation
regarding the advisability of investing in shares of the fund. Fees payable under the license are paid by the investment adviser.
Schwab International Small-Cap Equity ETF | Fund
Summary5
which, when taken together, are expected to perform similarly to the index as
a whole. These techniques are based on a variety of factors, including performance attributes, tax considerations, country weightings, capitalization, industry factors, risk factors and other characteristics. The fund generally expects that its
portfolio will hold less than the total number of securities in the index, but reserves the right to hold as many securities as it believes necessary to achieve the fund’s investment objective.
The fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated.
The investment adviser seeks to achieve, over time, a
correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of factors may
affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique (or otherwise gives a different weighting to a security than the index does). The correlation between
the performance of the fund and the index may also diverge due to transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and the index resulting
from legal restrictions (such as diversification requirements) that apply to the fund but not to the index.
Principal Risks
The fund is subject to risks, any of which could cause an
investor to lose money. The fund’s principal risks include:
Market Risk.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. Markets may be impacted by economic, political, regulatory and other conditions, including economic sanctions and other government actions. As
with any investment whose performance is tied to these markets, the value of an investment in the fund will fluctuate, which means that an investor could lose money over short or long periods.
Investment Style
Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce
market exposure or to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
Equity Risk. The prices
of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices
to fall over short or extended periods of time.
Market Capitalization Risk.
Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when
securities of a particular market capitalization fall behind other types of
investments, the fund’s performance could be impacted.
Small-Cap Company Risk.
Securities issued by small-cap companies may be riskier than those issued by larger companies, and their prices may move sharply, especially during market upturns and downturns.
Foreign Investment Risk. The
fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political,
regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing
accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of the fund’s investments, and could
impair the fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in
value relative to the U.S. dollar. Foreign securities also include ADRs, GDRs and EDRs, which may be less liquid than the underlying shares in their primary trading market and GDRs, many of which are issued by companies in emerging markets, may be
more volatile. To the extent the fund’s investments in a single country or a limited number of countries represent a large percentage of the fund’s assets, the fund’s performance may be adversely affected by the economic,
political, regulatory and social conditions in those countries, and the fund’s price may be more volatile than the price of a fund that is geographically diversified.
Sampling Index Tracking
Risk. The fund may not fully replicate the index and may hold securities not included in the index. As a result, the fund is subject to the risk that the investment adviser’s investment management
strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. Because the fund utilizes a sampling approach it may not track the return of the index as well as it would if the fund purchased all
of the securities in the index.
Tracking Error
Risk. As an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive
or negative, is called “tracking error.” Tracking error can be caused by many factors and it may be significant.
Derivatives Risk. The
fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use of derivatives could reduce the
fund’s performance, increase the fund’s volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a
6Schwab International Small-Cap Equity ETF | Fund Summary
small percentage of assets invested in derivatives can have a
disproportionately large impact on the fund.
Liquidity
Risk. The fund may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or the fund may have to sell them at a loss.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.
Concentration Risk. To the
extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector, country or asset class, the fund may be adversely affected by the
performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector, country or
asset class.
Market Trading Risk. Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade at Prices Other Than NAV. Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset value (NAV), there
may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares
in the secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility or market disruption, or as a result of other factors impacting foreign securities, including liquidity,
irregular trading activity and timing differences between foreign markets where securities trade and the secondary market where fund shares are sold.
For more information on the risks of investing in the fund,
please see the “Fund Details” section in the prospectus.
Performance
The bar chart below shows how the fund’s investment
results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the risks of investing in the fund.
All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.schwabfunds.com/schwabetfs_prospectus.
Annual Total Returns (%) as of
12/31
Best Quarter: 14.28% Q3 2013
Worst Quarter: (20.93%) Q3 2011
Year-to-date performance (before taxes) as of 9/30/19: 9.91%
Average
Annual Total Returns as of 12/31/18
|
|
1
Year
|
5
Years
|
Since
Inception
(1/14/10)
|
Before
taxes
|
(18.65%)
|
0.81%
|
4.46%
|
After
taxes on distributions
|
(19.07%)
|
0.21%
|
3.80%
|
After
taxes on distributions and sale of shares
|
(10.66%)
|
0.59%
|
3.47%
|
Comparative
Index (reflects no deduction for expenses or taxes)
|
|
|
|
FTSE
Developed Small Cap ex US Liquid Index (Net)1
|
(18.84%)
|
0.73%
|
4.52%
|
1
|
The net version of the index
reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes.
|
The after-tax figures reflect the highest
individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if you
hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the
fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment Adviser
Charles Schwab Investment Management, Inc.
Portfolio Managers
Christopher Bliss, CFA, Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Chuck Craig, CFA, Senior
Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2012.
Jane Qin, Portfolio Manager,
is responsible for the day-to-day co-management of the fund. She has managed the fund since 2017.
David Rios, Portfolio Manager,
is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Schwab International Small-Cap Equity ETF | Fund Summary7
Purchase and Sale of Fund Shares
The fund issues and redeems shares at its NAV only in large
blocks of shares, typically 100,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only Authorized Participants purchase
or redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on national securities
exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a price greater than
NAV (premium) or less than NAV (discount).
Tax
Information
Dividends and capital gains distributions received from the
fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to Financial Intermediaries
If you purchase shares of the fund through a broker-dealer
or other financial intermediary (such as a bank), the adviser and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or
other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
8Schwab International Small-Cap Equity ETF | Fund Summary
Schwab Emerging Markets Equity ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the FTSE Emerging Index.
Fund Fees and Expenses
This table describes the fees and expenses
you may pay if you buy and hold shares of the fund. This table does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares.
Shareholder
Fees (fees paid directly from your investment)
|
|
None
|
Annual
Fund Operating Expenses (expenses that you pay each year as a % of the value of your investment)
|
Management
fees
|
0.13
|
Other
expenses
|
None
|
Total
annual fund operating expenses
|
0.13
|
Example
This example is intended to help you compare
the cost of investing in the fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those time periods. The example also
assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. The example does not reflect any brokerage fees or commissions you may incur when buying or selling fund shares. Your actual costs
may be higher or lower.
Expenses
on a $10,000 Investment
|
1
Year
|
3
Years
|
5
Years
|
10
Years
|
$13
|
$42
|
$73
|
$166
|
Portfolio Turnover
The fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These
costs, which are not reflected in the annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 13% of the average value of its
portfolio.
Principal Investment Strategies
To pursue its goal, the fund generally invests
in stocks that are included in the FTSE Emerging Index†. The index is comprised of large and mid
capitalization companies in emerging market countries, as defined by the index provider. The index defines the large and mid capitalization universe as approximately the top 90% of the eligible universe. As of August 31, 2019, the index was
composed of 1,748 stocks in 25 emerging market countries.
It is the fund’s policy that under normal circumstances
it will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in these stocks, including depositary receipts representing securities of the index; such depositary receipts may be in the form of
American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts (EDRs). The fund will notify its shareholders at least 60 days before changing this policy. The fund may sell securities that are
represented in the index in anticipation of their removal from the index, or buy securities that are not yet represented in the index in anticipation of their addition to the index.
Under normal circumstances, the fund may invest up to 10% of
its net assets in securities not included in the index. The principal types of these investments include those that the investment adviser believes will help the fund track the index, such as investments in (a) securities that are not
represented in the index but the investment adviser anticipates will be added to the index or as necessary to reflect various corporate actions (such as mergers and spin-offs); (b) other investment companies; and (c) derivatives,
principally futures contracts. The fund may use futures contracts and other derivatives primarily to seek returns on the fund’s otherwise uninvested cash assets to help it better track the index. The fund may also invest in cash and cash
equivalents, including money market funds, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index. The fund does not hedge its exposure to foreign
currencies.
Because it may not be possible or
practicable to purchase all of the stocks in the index, the investment adviser seeks to track the total return of the index by using sampling techniques. Sampling techniques involve investing in a limited number of index securities which, when taken
together, are expected to perform similarly to the index as a whole. These techniques are based on a variety of factors, including performance attributes, tax considerations,
†
Index ownership — FTSE is a trademark of
the London Stock Exchange Group companies (LSEG) and is used by the fund under license. The Schwab Emerging Markets Equity ETF is not sponsored, endorsed, sold or promoted by FTSE nor LSEG and neither FTSE nor LSEG makes any representation regarding
the advisability of investing in shares of the fund. Fees payable under the license are paid by the investment adviser.
Schwab Emerging Markets Equity ETF | Fund
Summary9
country weightings, capitalization, industry factors, risk factors and other
characteristics. The fund generally expects that its portfolio will hold less than the total number of securities in the index, but reserves the right to hold as many securities as it believes necessary to achieve the fund’s investment
objective.
The fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the index is so concentrated.
The investment adviser seeks to achieve, over time, a
correlation between the fund’s performance and that of the index, before fees and expenses, of 95% or better. However, there can be no guarantee that the fund will achieve a high degree of correlation with the index. A number of factors may
affect the fund’s ability to achieve a high correlation with the index, including the degree to which the fund utilizes a sampling technique (or otherwise gives a different weighting to a security than the index does). The correlation between
the performance of the fund and the index may also diverge due to transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s portfolio and the index resulting
from legal restrictions (such as diversification requirements) that apply to the fund but not to the index.
Principal Risks
The fund is subject to risks, any of which could cause an
investor to lose money. The fund’s principal risks include:
Market Risk.
Financial markets rise and fall in response to a variety of factors, sometimes rapidly and unpredictably. Markets may be impacted by economic, political, regulatory and other conditions, including economic sanctions and other government actions. As
with any investment whose performance is tied to these markets, the value of an investment in the fund will fluctuate, which means that an investor could lose money over short or long periods.
Investment Style
Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce
market exposure or to lessen the effects of a declining market. In addition, because of the fund’s expenses, the fund’s performance may be below that of the index.
Equity Risk. The prices
of equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices
to fall over short or extended periods of time.
Market Capitalization Risk.
Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. During a period when securities of a particular market capitalization fall behind other types of investments,
the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature and the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk. Mid-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies and the value of securities issued by these companies may move sharply.
Foreign Investment Risk. The
fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political,
regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); the imposition of economic sanctions or other government restrictions; differing
accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may negatively impact the value or liquidity of the fund’s investments, and could
impair the fund’s ability to meet its investment objective or invest in accordance with its investment strategy. There is a risk that investments in securities denominated in, and/or receiving revenues in, foreign currencies will decline in
value relative to the U.S. dollar. Foreign securities also include ADRs, GDRs and EDRs, which may be less liquid than the underlying shares in their primary trading market and GDRs, many of which are issued by companies in emerging markets, may be
more volatile. To the extent the fund’s investments in a single country or a limited number of countries represent a large percentage of the fund’s assets, the fund’s performance may be adversely affected by the economic,
political, regulatory and social conditions in those countries, and the fund’s price may be more volatile than the price of a fund that is geographically diversified.
Emerging Markets Risk.
Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting
requirements and greater risk associated with the custody of securities. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there may
be an increased risk of illiquidity and price volatility associated with the fund’s investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to
value such investments.
Sampling Index Tracking
Risk. The fund may not fully replicate the index and may hold securities not included in the index. As a result, the fund is subject to the risk that the investment adviser’s investment management
strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. Because the fund utilizes a sampling approach it may not track the return of the index as well as it would if the fund purchased all
of the securities in the index.
10Schwab Emerging Markets Equity ETF | Fund Summary
Tracking Error Risk. As
an index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking
error.” Tracking error can be caused by many factors and it may be significant.
Derivatives Risk. The
fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The fund’s use of derivatives could reduce the
fund’s performance, increase the fund’s volatility, and could cause the fund to lose more than the initial amount invested. In addition, investments in derivatives may involve leverage, which means a small percentage of assets
invested in derivatives can have a disproportionately large impact on the fund.
Liquidity Risk. The fund
may be unable to sell certain securities, such as illiquid securities, readily at a favorable time or price, or the fund may have to sell them at a loss.
Securities Lending Risk.
Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent.
Concentration Risk. To the
extent that the fund’s or the index’s portfolio is concentrated in the securities of issuers in a particular market, industry, group of industries, sector, country or asset class, the fund may be adversely affected by the
performance of those securities, may be subject to increased price volatility and may be more vulnerable to adverse economic, market, political or regulatory occurrences affecting that market, industry, group of industries, sector, country or
asset class.
Market Trading Risk. Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares.
Shares of the Fund May Trade at Prices Other Than NAV. Fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s net asset value (NAV), there
may be times when the market price and the NAV vary significantly. An investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares
in the secondary market. The market price of fund shares may deviate, sometimes significantly, from NAV during periods of market volatility or market disruption, or as a result of other factors impacting foreign securities, including liquidity,
irregular trading activity and timing differences between foreign markets where securities trade and the secondary market where fund shares are sold.
For more information on the risks of investing in the fund,
please see the “Fund Details” section in the prospectus.
Performance
The bar chart below shows how the fund’s investment
results have varied from year to year, and the following table shows how the fund’s average annual total returns for various periods compared to that of an index. This information provides some indication of the risks of investing in the fund.
All figures assume distributions were reinvested. Keep in mind that future performance (both before and after taxes) may differ from past performance. For current performance information, please see
www.schwabfunds.com/schwabetfs_prospectus.
Annual Total Returns (%) as of
12/31
Best Quarter: 13.21% Q1 2012
Worst Quarter: (21.85%) Q3 2011
Year-to-date performance (before taxes) as of 9/30/19: 7.37%
Average
Annual Total Returns as of 12/31/18
|
|
1
Year
|
5
Years
|
Since
Inception
(1/14/10)
|
Before
taxes
|
(13.32%)
|
1.92%
|
1.67%
|
After
taxes on distributions
|
(13.79%)
|
1.33%
|
1.21%
|
After
taxes on distributions and sale of shares
|
(7.43%)
|
1.46%
|
1.35%
|
Comparative
Index (reflects no deduction for expenses or taxes)
|
|
|
|
FTSE
Emerging Index (Net)1
|
(13.35%)
|
2.06%
|
1.89%
|
1
|
The net version of the index
reflects reinvested dividends net of withholding taxes, but reflects no deductions for expenses or other taxes.
|
The after-tax figures reflect the highest
individual federal income tax rates in effect during the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation. In addition, after-tax returns are not relevant if you
hold your fund shares through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account (IRA) or other tax-advantaged account. In some cases, the return after taxes on distributions and sale of shares may exceed the
fund’s other returns due to an assumed benefit from any losses on a sale of shares at the end of the measurement period.
Investment Adviser
Charles Schwab Investment Management, Inc.
Schwab Emerging Markets Equity ETF | Fund Summary11
Portfolio Managers
Christopher Bliss, CFA, Vice President and Head of Passive Equity Strategies, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Chuck Craig, CFA, Senior
Portfolio Manager, is responsible for the day-to-day co-management of the fund. He has managed the fund since 2012.
Jane Qin, Portfolio Manager,
is responsible for the day-to-day co-management of the fund. She has managed the fund since 2017.
David Rios, Portfolio Manager,
is responsible for the day-to-day co-management of the fund. He has managed the fund since 2017.
Purchase and Sale of Fund Shares
The fund issues and redeems shares at its NAV only in large
blocks of shares, typically 100,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities included in the index and/or an amount of cash. As a practical matter, only Authorized Participants purchase
or redeem Creation Units. Except when aggregated in Creation Units, shares of the fund are not redeemable securities.
Individual shares of the fund trade on national securities
exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a price greater than
NAV (premium) or less than NAV (discount).
Tax
Information
Dividends and capital gains distributions received from the
fund will generally be taxable as ordinary income or capital gains, unless you are investing through an IRA, 401(k) or other tax-advantaged account.
Payments to Financial Intermediaries
If you purchase shares of the fund through a broker-dealer
or other financial intermediary (such as a bank), the adviser and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or
other financial intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
12Schwab Emerging Markets Equity ETF | Fund Summary
About the Funds
The funds described in this prospectus are advised by Charles
Schwab Investment Management, Inc. (CSIM or the investment adviser). Each fund is an “exchange-traded fund” (ETF). ETFs are funds that trade like other publicly-traded securities. The funds in this prospectus are index funds and are
designed to track the total return of an index. Because the composition of an index tends to be comparatively stable, most index funds historically have shown low portfolio turnover compared to actively managed funds.
This strategy distinguishes an index fund from an
“actively managed” fund. Instead of choosing investments for the fund based on portfolio management’s judgment, an index is used to determine which securities the fund should own.
Unlike shares of a mutual fund, shares of
the funds are listed on a national securities exchange and trade at market prices that change throughout the day. The market price for each of the fund’s shares may be different from its net asset value per share (NAV). The funds have their
own CUSIP numbers and trade on the NYSE Arca, Inc. under the following tickers:
Schwab
International Equity ETF
|
SCHF
|
Schwab
International Small-Cap Equity ETF
|
SCHC
|
Schwab
Emerging Markets Equity ETF
|
SCHE
|
The funds issue and redeem shares
at their NAV only in large blocks of shares, typically 100,000 shares or more (Creation Units). These transactions are usually in exchange for a basket of securities and/or an amount of cash. As a practical matter, only institutional investors who
have entered into an authorized participant agreement (Authorized Participants) purchase or redeem Creation Units. Except when aggregated in Creation Units, shares of the funds are not redeemable securities.
A Note to Retail Investors
Shares can be purchased directly from the funds only in
exchange for a basket of securities and/or an amount of cash that is expected to be worth several million dollars. Most individual investors, therefore, will not be able to purchase shares directly from the funds. Instead, these investors will
purchase shares in the secondary market through a brokerage account or with the assistance of a broker. Thus, some of the information contained in this prospectus – such as information about purchasing and redeeming shares from the funds and
references to transaction fees imposed on purchases and redemptions – is not relevant to most individual investors. Shares purchased or sold through a brokerage account or with the assistance of a broker may be subject to brokerage commissions
and charges.
The funds’ performance will fluctuate over time and, as
with all investments, future performance may differ from past performance.
Schwab International Equity ETFs | About the Funds13
Fund Details
There can be no assurance that the funds will achieve their
objectives. Except as explicitly described otherwise, the investment objectives, strategies and policies of each fund may be changed without shareholder approval.
The principal investment strategies and the main risks
associated with investing in each fund are summarized in the fund summaries at the front of this prospectus. This section takes a more detailed look at some of the types of securities, the associated risks, and the various investment strategies that
may be used in the day-to-day portfolio management of the funds, as described below. In addition to the particular types of securities and strategies that are described in this prospectus, each fund may use strategies that are not described herein
in support of its overall investment goal. These additional strategies and the risks associated with them are described in the “Investment Objectives, Strategies, Risks and Limitations” section in the Statement of Additional Information
(SAI).
Investment Objectives and More About Principal
Risks
Schwab International Equity ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the FTSE Developed ex US Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without shareholder approval.
More Information About Principal Investment Risks
The fund is subject to risks, any of which could cause an
investor to lose money.
Investment Style Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce market exposure
or to lessen the effects of a declining market, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below that of the
index.
At times the segment of the markets
represented by the index may underperform other market segments. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more
risks than if it were broadly diversified over numerous industries and sectors of the economy.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected by industry
and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of
time.
Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and
small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not
be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be unable to respond quickly to
new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk. Mid-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by large-cap companies. The value of securities issued by mid-cap companies may be
based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns.
Foreign Investment Risk. The
fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political,
regulatory
14Schwab International
Equity ETFs | Fund Details
and other conditions; changes in currency exchange rates or exchange control
regulations (including limitations on currency movements and exchanges); differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. In certain
countries, legal remedies available to investors may be more limited than those available with respect to investments in the U.S. These risks may negatively impact the value or liquidity of the fund’s investments and could impair the
fund’s ability to meet its investment objective or invest in accordance with its investment strategy. In addition, the fund’s investments in foreign securities may be subject to economic sanctions or other government restrictions,
including trade tariffs, embargoes or limitations on trade which could have a significant impact on a country’s markets overall as well as global economies or markets. There also is the risk that the cost of buying, selling, and holding
foreign securities, including brokerage, tax, and custody costs, may be higher than those involved in domestic transactions. The securities of some foreign companies may be less liquid and, at times, more volatile than securities of comparable U.S.
companies. The fund may also experience more rapid or extreme changes in value as compared to a fund that invests solely in securities of U.S. companies because the securities markets of many foreign countries are relatively small, with a limited
number of companies representing a small number of industries. To the extent the fund’s investments in a single country or a limited number of countries represent a large percentage of the fund’s assets, the fund’s performance may
be adversely affected by the economic, political, regulatory and social conditions in those countries, and the fund’s price may be more volatile than the price of a fund that is geographically diversified.
Currency Risk. The
fund’s investments in securities denominated in, and/or receiving revenues in, foreign currencies, will subject the fund to the risk that those currencies will decline in value relative to the U.S. dollar. In either event, the dollar value of
an investment in the fund would be adversely affected. Currency exchange rates may fluctuate in response to factors extrinsic to that country’s economy, which makes the forecasting of currency market movements extremely difficult. Currency
rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates; intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational
entities such as the International Monetary Fund; or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to the fund if it is unable to deliver or receive currency or
monies in settlement of obligations. Forward contracts on foreign currencies are not traded on exchanges; rather, a bank or dealer will act as agent or as principal in order to make or take future delivery of a specified lot of a particular currency
for the fund’s account. The fund is subject to the risk of a counterparty’s failure, inability or refusal to perform with respect to such contracts.
Depositary Receipt Risk.
Foreign securities also include ADRs, which are U.S. dollar-denominated receipts representing shares of foreign-based corporations. ADRs are issued by U.S. banks or trust companies, and entitle the holder to all dividends and capital gains that are
paid out on the underlying foreign shares. Foreign securities also include GDRs, which are similar to ADRs, but are shares of foreign-based corporations generally issued by international banks in one or more markets around the world. In addition,
foreign securities include EDRs, which are similar to GDRs, but are shares of foreign-based corporations generally issued by European banks that trade on exchanges outside of the bank’s home country. Investment in ADRs, GDRs and EDRs may be
less liquid than the underlying shares in their primary trading market and GDRs, many of which are issued by companies in emerging markets, may be more volatile.
Tracking Error Risk. As an
index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking error.” Tracking
error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in the index, match the securities’ weighting to the index, or the fund may invest in securities not in the index, due to
regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in tracking error. In addition, the fund may not
invest in issuers located in certain countries due to these considerations. The fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be
successful. In certain circumstances, the fund may value individual securities based on fair value prices developed using methods approved by the fund’s board of trustees. To the extent the fund calculates its NAV based on fair value prices,
the fund’s performance may diverge from the index. In addition, cash flows into and out of the fund, operating expenses and trading costs all affect the ability of the fund to match the performance of the index, because the index does not have
to manage cash flows and does not incur any costs.
Derivatives Risk. The fund may
invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The fund’s use of
derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as market risk, liquidity risk and leverage
risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is the risk that the counterparty to a
derivative transaction may not fulfill its contractual obligations. Lack of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the
risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of
derivatives may cause the fund to realize higher amounts of short-term capital gains. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s
Schwab International Equity ETFs | Fund Details15
volatility, and cause the fund to lose more than the initial amount invested.
Furthermore, the use of derivatives subject to regulation by the Commodity Futures Trading Commission (CFTC) could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC rules.
Liquidity Risk. Liquidity risk
exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular
issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable
times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than
those for transactions in liquid securities.
Leverage Risk. Certain fund
transactions, such as derivatives transactions, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities. The
use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
Securities Lending Risk. The
fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund lends portfolio securities, its investment
performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned
securities if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay lending fees to a party arranging the
loan.
Market Trading Risk. Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares. Trading of shares of the fund on a national securities exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide
“circuit breakers” halts stock trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Operational Risk. The fund is
exposed to operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the fund’s service providers, counterparties or other third parties, failed or inadequate
processes and technology or system failures. The fund seeks to reduce these operational risks through controls and procedures believed to be reasonably designed to address these risks. However, these controls and procedures cannot address every
possible risk and may not fully mitigate the risks that they are intended to address.
Shares of the Fund May Trade at Prices Other Than NAV. As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s NAV, there may be
times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the secondary market.
The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized Participants” or market makers. Only
Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and Redemption” section below). If those
Authorized Participants exit the business or are unable to process creation and/or redemption orders (including in situations where Authorized Participants have limited or diminished access to capital required to post collateral), and no other
Authorized Participant is able to step forward to create and redeem in either of these cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the
business or are unable to continue making markets in the fund’s shares. More generally, market makers are not obligated to make a market in the fund’s shares, and Authorized Participants are not obligated to submit purchase or redemption
orders for Creation Units. Further, while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions
at market makers, Authorized Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. In addition, transactions by
large shareholders may account for a large percentage of trading volume on the fund’s primary listing exchange and may, therefore, have a material effect on the market price of the fund’s shares.
The market price of fund shares during the trading day, like
the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over time based on the
fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high trading volume or market
liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to
16Schwab International
Equity ETFs | Fund Details
be traded at a discount to NAV, and the discount is likely to be greatest
when the price of shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained
because of arbitrage opportunities. There are various methods by which investors can purchase and sell shares of the fund and various types of orders that may be placed. Investors should consult their financial intermediary before purchasing or
selling shares of the fund.
In addition, the securities
held by the fund are generally traded in markets that close at a different time than the fund’s secondary market and liquidity in those securities may be reduced after the applicable market closing times. Accordingly, during the time when the
fund’s secondary market is open but after the applicable foreign market closing, fixing or settlement times, bid/ask spreads and the resulting premium or discount to the fund’s NAV may widen. The fund’s bid/ask spread may also be
impacted by the liquidity of the underlying securities held by the fund or in instances of significant volatility of the underlying securities.
Schwab International Small-Cap Equity ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the FTSE Developed Small Cap ex US Liquid Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without shareholder
approval.
More Information About Principal Investment
Risks
The fund is subject to risks, any of which could
cause an investor to lose money.
Investment Style Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce market exposure
or to lessen the effects of a declining market, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below that of the
index.
At times the segment of the markets
represented by the index may underperform other market segments. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more
risks than if it were broadly diversified over numerous industries and sectors of the economy.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected by industry
and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of
time.
Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and
small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not
be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Small-Cap Company Risk.
Small-cap companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by larger companies. The value of securities issued by small-cap
companies may be based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns. In addition, small-cap companies may have limited financial
resources, management experience, product lines and markets, and their securities may trade less frequently and in more limited volumes than the securities of larger companies. Further, small-cap companies may have less publicly available
information and such information may be inaccurate or incomplete.
Foreign Investment Risk. The
fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political,
regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); differing accounting, auditing, financial reporting and legal standards and practices;
differing securities market structures; and higher transaction costs. In certain countries, legal remedies available to investors may be more limited than those available with respect to investments in the U.S. These risks may negatively impact the
value or liquidity of the fund’s investments and could impair the fund’s ability to meet its investment objective or invest in accordance with its investment strategy. In addition, the fund’s investments in
Schwab International Equity ETFs | Fund Details17
foreign securities may be subject to economic sanctions or other government
restrictions, including trade tariffs, embargoes or limitations on trade which could have a significant impact on a country’s markets overall as well as global economies or markets. There also is the risk that the cost of buying, selling, and
holding foreign securities, including brokerage, tax, and custody costs, may be higher than those involved in domestic transactions. The securities of some foreign companies may be less liquid and, at times, more volatile than securities of
comparable U.S. companies. The fund may also experience more rapid or extreme changes in value as compared to a fund that invests solely in securities of U.S. companies because the securities markets of many foreign countries are relatively small,
with a limited number of companies representing a small number of industries. To the extent the fund’s investments in a single country or a limited number of countries represent a large percentage of the fund’s assets, the fund’s
performance may be adversely affected by the economic, political, regulatory and social conditions in those countries, and the fund’s price may be more volatile than the price of a fund that is geographically diversified.
Currency Risk. The
fund’s investments in securities denominated in, and/or receiving revenues in, foreign currencies, will subject the fund to the risk that those currencies will decline in value relative to the U.S. dollar. In either event, the dollar value of
an investment in the fund would be adversely affected. Currency exchange rates may fluctuate in response to factors extrinsic to that country’s economy, which makes the forecasting of currency market movements extremely difficult. Currency
rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates; intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational
entities such as the International Monetary Fund; or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to the fund if it is unable to deliver or receive currency or
monies in settlement of obligations. Forward contracts on foreign currencies are not traded on exchanges; rather, a bank or dealer will act as agent or as principal in order to make or take future delivery of a specified lot of a particular currency
for the fund’s account. The fund is subject to the risk of a counterparty’s failure, inability or refusal to perform with respect to such contracts.
Depositary Receipt Risk.
Foreign securities also include ADRs, which are U.S. dollar-denominated receipts representing shares of foreign-based corporations. ADRs are issued by U.S. banks or trust companies, and entitle the holder to all dividends and capital gains that are
paid out on the underlying foreign shares. Foreign securities also include GDRs, which are similar to ADRs, but are shares of foreign-based corporations generally issued by international banks in one or more markets around the world. In addition,
foreign securities include EDRs, which are similar to GDRs, but are shares of foreign-based corporations generally issued by European banks that trade on exchanges outside of the bank’s home country. Investment in ADRs, GDRs and EDRs may be
less liquid than the underlying shares in their primary trading market and GDRs, many of which are issued by companies in emerging markets, may be more volatile.
Tracking Error Risk. As an
index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking error.” Tracking
error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in the index, match the securities’ weighting to the index, or the fund may invest in securities not in the index, due to
regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in tracking error. In addition, the fund may not
invest in issuers located in certain countries due to these considerations. The fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be
successful. In certain circumstances, the fund may value individual securities based on fair value prices developed using methods approved by the fund’s board of trustees. To the extent the fund calculates its NAV based on fair value prices,
the fund’s performance may diverge from the index. In addition, cash flows into and out of the fund, operating expenses and trading costs all affect the ability of the fund to match the performance of the index, because the index does not have
to manage cash flows and does not incur any costs.
Derivatives Risk. The fund may
invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The fund’s use of
derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as market risk, liquidity risk and leverage
risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is the risk that the counterparty to a
derivative transaction may not fulfill its contractual obligations. Lack of availability risk is the risk that suitable derivative transactions may not be available in all circumstances for risk management or other purposes. Valuation risk is the
risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Tax risk is the risk that the use of
derivatives may cause the fund to realize higher amounts of short-term capital gains. The fund’s use of derivatives could reduce the fund’s performance, increase the fund’s volatility, and cause the fund to lose more than the
initial amount invested. Furthermore, the use of derivatives subject to regulation by the Commodity Futures Trading Commission (CFTC) could cause the fund to become a commodity pool, which would require the fund to comply with certain CFTC
rules.
18Schwab International
Equity ETFs | Fund Details
Liquidity Risk. Liquidity risk
exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular
issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable
times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than
those for transactions in liquid securities.
Leverage Risk. Certain fund
transactions, such as derivatives transactions, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities. The
use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
Securities Lending Risk. The
fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund lends portfolio securities, its investment
performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned
securities if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay lending fees to a party arranging the
loan.
Market Trading Risk. Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares. Trading of shares of the fund on a national securities exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide
“circuit breakers” halts stock trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Operational Risk. The fund is
exposed to operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the fund’s service providers, counterparties or other third parties, failed or inadequate
processes and technology or system failures. The fund seeks to reduce these operational risks through controls and procedures believed to be reasonably designed to address these risks. However, these controls and procedures cannot address every
possible risk and may not fully mitigate the risks that they are intended to address.
Shares of the Fund May Trade at Prices Other Than NAV. As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s NAV, there may be
times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the secondary market.
The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized Participants” or market makers. Only
Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and Redemption” section below). If those
Authorized Participants exit the business or are unable to process creation and/or redemption orders (including in situations where Authorized Participants have limited or diminished access to capital required to post collateral), and no other
Authorized Participant is able to step forward to create and redeem in either of these cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the
business or are unable to continue making markets in the fund’s shares. More generally, market makers are not obligated to make a market in the fund’s shares, and Authorized Participants are not obligated to submit purchase or redemption
orders for Creation Units. Further, while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions
at market makers, Authorized Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. In addition, transactions by
large shareholders may account for a large percentage of trading volume on the fund’s primary listing exchange and may, therefore, have a material effect on the market price of the fund’s shares.
The market price of fund shares during the trading day, like
the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over time based on the
fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high trading volume or market
liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be greatest when the price of
shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained because of
arbitrage opportunities. There are various methods by which investors can
Schwab International Equity ETFs | Fund Details19
purchase and sell shares of the fund and various types of orders that may be
placed. Investors should consult their financial intermediary before purchasing or selling shares of the fund.
In addition, the securities held by the fund are generally
traded in markets that close at a different time than the fund’s secondary market and liquidity in those securities may be reduced after the applicable market closing times. Accordingly, during the time when the fund’s secondary market
is open but after the applicable foreign market closing, fixing or settlement times, bid/ask spreads and the resulting premium or discount to the fund’s NAV may widen. The fund’s bid/ask spread may also be impacted by the liquidity of
the underlying securities held by the fund or in instances of significant volatility of the underlying securities.
Schwab Emerging Markets Equity ETF
Investment Objective
The fund’s goal is to track as closely as possible,
before fees and expenses, the total return of the FTSE Emerging Index. The fund’s investment objective is not fundamental and therefore may be changed by the fund’s Board of Trustees without shareholder approval.
More Information About Principal Investment Risks
The fund is subject to risks, any of which could cause an
investor to lose money.
Investment Style Risk. The fund is an index fund. Therefore, the fund follows the securities included in the index during upturns as well as downturns. Because of its indexing strategy, the fund does not take steps to reduce market exposure
or to lessen the effects of a declining market, even though these securities may go in and out of favor based on market and economic conditions. In addition, because of the fund’s expenses, the fund’s performance may be below that of the
index.
At times the segment of the markets
represented by the index may underperform other market segments. A significant percentage of the index may be composed of securities in a single industry or sector of the economy. If the fund is focused in an industry or sector, it may present more
risks than if it were broadly diversified over numerous industries and sectors of the economy.
Equity Risk. The prices of
equity securities rise and fall daily. These price movements may result from factors affecting individual companies, industries or the securities market as a whole. Individual companies may report poor results or be negatively affected by industry
and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, equity markets tend to move in cycles which may cause stock prices to fall over short or extended periods of
time.
Market Capitalization Risk. Securities issued by companies of different market capitalizations tend to go in and out of favor based on market and economic conditions. In addition, there may be less trading volume in securities issued by mid- and
small-cap companies than those issued by larger companies and, as a result, trading volatility may have a greater impact on the value of securities of mid- and small-cap companies. Securities issued by large-cap companies, on the other hand, may not
be able to attain the high growth rates of some mid- and small-cap companies. During a period when securities of a particular market capitalization fall behind other types of investments, the fund’s performance could be impacted.
Large-Cap Company Risk.
Large-cap companies are generally more mature than smaller companies. They also may have fewer new market opportunities for their products or services, may focus resources on maintaining their market share, and may be unable to respond quickly to
new competitive challenges. As a result, the securities issued by these companies may not be able to reach the same levels of growth as the securities issued by small- or mid-cap companies.
Mid-Cap Company Risk. Mid-cap
companies may be more vulnerable to adverse business or economic events than larger, more established companies and their securities may be riskier than those issued by large-cap companies. The value of securities issued by mid-cap companies may be
based in substantial part on future expectations rather than current achievements and their prices may move sharply, especially during market upturns and downturns.
Foreign Investment Risk. The
fund’s investments in securities of foreign issuers involve certain risks that may be greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political,
regulatory and other conditions; changes in currency exchange rates or exchange control regulations (including limitations on currency movements and exchanges); differing accounting, auditing, financial reporting and legal standards and practices;
differing securities market structures; and higher transaction costs. In certain countries, legal remedies available to investors may be more limited than those available with respect to investments in the U.S. These risks may negatively impact the
value or liquidity of the fund’s investments and could impair the fund’s ability to meet its investment objective or invest in accordance with its investment strategy. In addition, the fund’s investments in foreign securities may
be subject to economic sanctions or other government restrictions, including trade tariffs, embargoes or limitations on trade which could have a significant impact on a country’s markets overall as well as global economies or markets. There
also is the risk that the cost of buying, selling, and holding foreign securities, including brokerage, tax, and custody costs, may be higher than those
20Schwab International
Equity ETFs | Fund Details
involved in domestic transactions. The securities of some foreign companies
may be less liquid and, at times, more volatile than securities of comparable U.S. companies. The fund may also experience more rapid or extreme changes in value as compared to a fund that invests solely in securities of U.S. companies because the
securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. To the extent the fund’s investments in a single country or a limited number of countries
represent a large percentage of the fund’s assets, the fund’s performance may be adversely affected by the economic, political, regulatory and social conditions in those countries, and the fund’s price may be more volatile than the
price of a fund that is geographically diversified.
Emerging Markets Risk. The
risks of foreign investments apply to, and may be heightened in connection with, investments in emerging market countries or securities of issuers that conduct their business in emerging markets. Emerging market countries may be more likely to
experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and greater risk associated with the custody
of securities. It is sometimes difficult to obtain and enforce court judgments in such countries. There is often a greater potential for nationalization, expropriation, confiscatory taxation, government regulation, social instability or diplomatic
developments (including war) in emerging market countries, which could adversely affect the economies of, or investments in securities of issuers located in, such countries. In addition, emerging markets are substantially smaller than developed
markets, and the financial stability of issuers (including governments) in emerging market countries may be more precarious than in developed countries. As a result, there will tend to be an increased risk of illiquidity and price volatility
associated with the fund’s investments in emerging market countries which may be magnified by currency fluctuations relative to the U.S. dollar, and, at times, it may be difficult to value such investments.
Currency Risk. The
fund’s investments in securities denominated in, and/or receiving revenues in, foreign currencies, will subject the fund to the risk that those currencies will decline in value relative to the U.S. dollar. In either event, the dollar value of
an investment in the fund would be adversely affected. Currency exchange rates may fluctuate in response to factors extrinsic to that country’s economy, which makes the forecasting of currency market movements extremely difficult. Currency
rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates; intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational
entities such as the International Monetary Fund; or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to the fund if it is unable to deliver or receive currency or
monies in settlement of obligations. Forward contracts on foreign currencies are not traded on exchanges; rather, a bank or dealer will act as agent or as principal in order to make or take future delivery of a specified lot of a particular currency
for the fund’s account. The fund is subject to the risk of a counterparty’s failure, inability or refusal to perform with respect to such contracts.
Depositary Receipt Risk.
Foreign securities also include ADRs, which are U.S. dollar-denominated receipts representing shares of foreign-based corporations. ADRs are issued by U.S. banks or trust companies, and entitle the holder to all dividends and capital gains that are
paid out on the underlying foreign shares. Foreign securities also include GDRs, which are similar to ADRs, but are shares of foreign-based corporations generally issued by international banks in one or more markets around the world. In addition,
foreign securities include EDRs, which are similar to GDRs, but are shares of foreign-based corporations generally issued by European banks that trade on exchanges outside of the bank’s home country. Investment in ADRs, GDRs and EDRs may be
less liquid than the underlying shares in their primary trading market and GDRs, many of which are issued by companies in emerging markets, may be more volatile.
Tracking Error Risk. As an
index fund, the fund seeks to track the performance of the index, although it may not be successful in doing so. The divergence between the performance of the fund and the index, positive or negative, is called “tracking error.” Tracking
error can be caused by many factors and it may be significant. For example, the fund may not invest in certain securities in the index, match the securities’ weighting to the index, or the fund may invest in securities not in the index, due to
regulatory, operational, custodial or liquidity constraints; corporate transactions; asset valuations; transaction costs and timing; tax considerations; and index rebalancing, which may result in tracking error. In addition, the fund may not
invest in issuers located in certain countries due to these considerations. The fund may attempt to offset the effects of not being invested in certain index securities by making substitute investments, but these efforts may not be
successful. In certain circumstances, the fund may value individual securities based on fair value prices developed using methods approved by the fund’s board of trustees. To the extent the fund calculates its NAV based on fair value prices,
the fund’s performance may diverge from the index. In addition, cash flows into and out of the fund, operating expenses and trading costs all affect the ability of the fund to match the performance of the index, because the index does not have
to manage cash flows and does not incur any costs.
Derivatives Risk. The fund may
invest in derivative instruments. The principal types of derivatives the fund may use are futures contracts. A futures contract is an agreement to buy or sell a financial instrument at a specific price on a specific day. The fund’s use of
derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Certain of these risks, such as market risk, liquidity risk and leverage
risk, are discussed elsewhere in this prospectus. The fund’s use of derivatives is also subject to credit risk, lack of availability risk, valuation risk, correlation risk and tax risk. Credit risk is the risk that the counterparty to a
derivative transaction may not fulfill its contractual obligations. Lack of availability risk is
Schwab International Equity ETFs | Fund Details21
the risk that suitable derivative transactions may not be available in all
circumstances for risk management or other purposes. Valuation risk is the risk that a particular derivative may be valued incorrectly. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly with the
underlying asset, rate or index. Tax risk is the risk that the use of derivatives may cause the fund to realize higher amounts of short-term capital gains. The fund’s use of derivatives could reduce the fund’s performance, increase the
fund’s volatility, and cause the fund to lose more than the initial amount invested. Furthermore, the use of derivatives subject to regulation by the Commodity Futures Trading Commission (CFTC) could cause the fund to become a commodity pool,
which would require the fund to comply with certain CFTC rules.
Liquidity Risk. Liquidity risk
exists when particular investments may be difficult to purchase, sell or value, especially during stressed market conditions. The market for certain investments may become illiquid due to specific adverse changes in the conditions of a particular
issuer or under adverse market or economic conditions independent of the issuer. In such cases, the fund, due to limitations on investments in illiquid securities and the difficulty in readily purchasing and selling such securities at favorable
times or prices, may decline in value, experience lower returns and/or be unable to achieve its desired level of exposure to a certain issuer or sector. Further, transactions in illiquid securities may entail transaction costs that are higher than
those for transactions in liquid securities.
Leverage Risk. Certain fund
transactions, such as derivatives transactions, may give rise to a form of leverage and may expose the fund to greater risk. Leverage tends to magnify the effect of any decrease or increase in the value of the fund’s portfolio securities. The
use of leverage may cause the fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.
Securities Lending Risk. The
fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the fund lends portfolio securities, its investment
performance will continue to reflect changes in the value of the securities loaned, and the fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned
securities if the borrower fails to return the security loaned or becomes insolvent. The fund will also bear the risk of any decline in value of securities acquired with cash collateral. The fund may pay lending fees to a party arranging the
loan.
Market Trading Risk. Although fund shares are listed on national securities exchanges, there can be no assurance that an active trading market for fund shares will develop or be maintained. If an active market is not maintained, investors
may find it difficult to buy or sell fund shares. Trading of shares of the fund on a national securities exchange may be halted if exchange officials deem such action appropriate, if the fund is delisted, or if the activation of marketwide
“circuit breakers” halts stock trading generally. If the fund’s shares are delisted, the fund may seek to list its shares on another market, merge with another ETF, or redeem its shares at NAV.
Operational Risk. The fund is
exposed to operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of the fund’s service providers, counterparties or other third parties, failed or inadequate
processes and technology or system failures. The fund seeks to reduce these operational risks through controls and procedures believed to be reasonably designed to address these risks. However, these controls and procedures cannot address every
possible risk and may not fully mitigate the risks that they are intended to address.
Shares of the Fund May Trade at Prices Other Than NAV. As with all ETFs, fund shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of the shares of the fund will approximate the fund’s NAV, there may be
times when the market price and the NAV vary significantly. Thus, an investor may pay more than NAV when buying shares of the fund in the secondary market, and an investor may receive less than NAV when selling those shares in the secondary market.
The investment adviser cannot predict whether shares will trade above (premium), below (discount) or at NAV. The fund may have a limited number of financial institutions that may act as “Authorized Participants” or market makers. Only
Authorized Participants who have entered into agreements with the fund’s distributor may engage in creation or redemption transactions directly with the fund (as discussed in the “Creation and Redemption” section below). If those
Authorized Participants exit the business or are unable to process creation and/or redemption orders (including in situations where Authorized Participants have limited or diminished access to capital required to post collateral), and no other
Authorized Participant is able to step forward to create and redeem in either of these cases, fund shares may trade at a discount to NAV like closed-end fund shares (and may even face delisting). Similar effects may result if market makers exit the
business or are unable to continue making markets in the fund’s shares. More generally, market makers are not obligated to make a market in the fund’s shares, and Authorized Participants are not obligated to submit purchase or redemption
orders for Creation Units. Further, while the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions
at market makers, Authorized Participants or market participants, or during periods of significant market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. In addition, transactions by
large shareholders may account for a large percentage of trading volume on the fund’s primary listing exchange and may, therefore, have a material effect on the market price of the fund’s shares.
22Schwab International Equity ETFs | Fund Details
The market price of fund shares during the trading day,
like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist, market makers or other participants that trade the fund shares. The bid/ask spread on ETF shares varies over time based on
the fund’s trading volume and market liquidity. As a result, the bid/ask spread on ETF shares is generally larger when the shares have little trading volume or market liquidity and generally lower when the shares have high trading volume or
market liquidity. In addition, in times of severe market disruption, the bid/ask spread can increase significantly. At those times, fund shares are most likely to be traded at a discount to NAV, and the discount is likely to be greatest when the
price of shares is falling fastest, which may be the time that investors most want to sell shares. The investment adviser believes that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained because of
arbitrage opportunities. There are various methods by which investors can purchase and sell shares of the fund and various types of orders that may be placed. Investors should consult their financial intermediary before purchasing or selling shares
of the fund.
In addition, the securities held by the
fund are generally traded in markets that close at a different time than the fund’s secondary market and liquidity in those securities may be reduced after the applicable market closing times. Accordingly, during the time when the fund’s
secondary market is open but after the applicable foreign market closing, fixing or settlement times, bid/ask spreads and the resulting premium or discount to the fund’s NAV may widen. The fund’s bid/ask spread may also be impacted by
the liquidity of the underlying securities held by the fund or in instances of significant volatility of the underlying securities.
Portfolio Holdings
A description of the funds’ policies and procedures with
respect to the disclosure of a fund’s portfolio securities is available in the SAI.
Schwab International Equity ETFs | Fund Details23
Financial Highlights
This section provides further details about each fund’s
financial history for the past five years. Certain information reflects financial results for a single fund share. “Total return” shows the percentage that an investor in a fund would have earned or lost during a given period, assuming
all distributions were reinvested. Each fund’s independent registered public accounting firm, PricewaterhouseCoopers LLP (PwC), audited these figures. PwC’s full report is included in each fund’s annual report (see back
cover).
Schwab International Equity ETF
|
9/1/18–
8/31/19
|
9/1/17–
8/31/18
|
9/1/16–
8/31/17
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
33.25
|
$
32.51
|
$
28.32
|
$
28.55
|
$
32.37
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)1
|
1.00
|
0.98
|
0.88
|
0.84
|
0.87
|
|
Net
realized and unrealized gains (losses)
|
(2.30)
|
0.56
|
4.02
|
(0.45)
|
(3.85)
|
|
Total
from investment operations
|
(1.30)
|
1.54
|
4.90
|
0.39
|
(2.98)
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(1.13)
|
(0.80)
|
(0.71)
|
(0.62)
|
(0.84)
|
|
Net
asset value at end of period
|
$
30.82
|
$
33.25
|
$
32.51
|
$
28.32
|
$
28.55
|
|
Total
return
|
(3.79%)
|
4.70%
|
17.76%
|
1.47%
|
(9.27%)
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.06%
|
0.06%
|
0.06%
2
|
0.08%
|
0.08%
|
|
Net
investment income (loss)
|
3.22%
|
2.91%
|
2.95%
|
3.06%
|
2.86%
|
|
Portfolio
turnover rate3
|
8%
|
5%
|
5%
|
5%
|
4%
|
|
Net
assets, end of period (x 1,000)
|
$18,138,537
|
$16,294,052
|
$11,413,011
|
$6,168,595
|
$4,042,603
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective October 7, 2016 and March 1, 2017, the annual
operating expense ratio was reduced. The ratio presented for the period ended 8/31/17 is a blended ratio.
3
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
24Schwab International Equity ETFs | Financial Highlights
Schwab International Small-Cap Equity ETF
|
9/1/18–
8/31/19
|
9/1/17–
8/31/18
|
9/1/16–
8/31/17
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
35.86
|
$
34.80
|
$
29.96
|
$
29.46
|
$
33.32
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)1
|
0.82
|
0.84
|
0.73
|
0.67
|
0.73
|
|
Net
realized and unrealized gains (losses)
|
(4.63)
|
1.22
|
4.70
|
0.50
|
(3.84)
|
|
Total
from investment operations
|
(3.81)
|
2.06
|
5.43
|
1.17
|
(3.11)
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.90)
|
(1.00)
|
(0.59)
|
(0.67)
|
(0.75)
|
|
Net
asset value at end of period
|
$
31.15
|
$
35.86
|
$
34.80
|
$
29.96
|
$
29.46
|
|
Total
return
|
(10.57%)
|
5.93%
|
18.52%
|
4.12%
|
(9.29%)
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.12%
|
0.12%
|
0.14%
2
|
0.17%
3
|
0.18%
4
|
|
Net
investment income (loss)
|
2.54%
|
2.31%
|
2.31%
|
2.34%
|
2.40%
|
|
Portfolio
turnover rate5
|
20%
|
16%
|
12%
|
23%
|
23%
|
|
Net
assets, end of period (x 1,000)
|
$2,186,842
|
$2,280,998
|
$1,538,038
|
$787,951
|
$609,773
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective March 1, 2017, the annual operating expense ratio
was reduced. The ratio presented for the period ended 8/31/17 is a blended ratio.
3
Effective March 1, 2016, the annual operating expense ratio
was reduced. The ratio presented for the period ended 8/31/16 is a blended ratio.
4
Effective March 4, 2015, the annual operating expense ratio
was reduced. The ratio presented for the period ended 8/31/15 is a blended ratio.
5
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
Schwab International Equity ETFs | Financial
Highlights25
Schwab Emerging Markets Equity ETF
|
9/1/18–
8/31/19
|
9/1/17–
8/31/18
|
9/1/16–
8/31/17
|
9/1/15–
8/31/16
|
9/1/14–
8/31/15
|
|
Per-Share
Data
|
Net
asset value at beginning of period
|
$
25.89
|
$
26.99
|
$
22.56
|
$
20.83
|
$
27.34
|
|
Income
(loss) from investment operations:
|
|
|
|
|
|
|
Net
investment income (loss)1
|
0.72
|
0.68
|
0.71
|
0.58
|
0.66
|
|
Net
realized and unrealized gains (losses)
|
(1.00)
|
(1.13)
|
4.21
|
1.64
|
(6.49)
|
|
Total
from investment operations
|
(0.28)
|
(0.45)
|
4.92
|
2.22
|
(5.83)
|
|
Less
distributions:
|
|
|
|
|
|
|
Distributions
from net investment income
|
(0.79)
|
(0.65)
|
(0.49)
|
(0.49)
|
(0.68)
|
|
Net
asset value at end of period
|
$
24.82
|
$
25.89
|
$
26.99
|
$
22.56
|
$
20.83
|
|
Total
return
|
(0.97%)
|
(1.79%)
|
22.40%
|
11.02%
|
(21.62%)
|
|
Ratios/Supplemental
Data
|
Ratios
to average net assets:
|
|
|
|
|
|
|
Total
expenses
|
0.13%
|
0.13%
|
0.13%
2
|
0.14%
|
0.14%
|
|
Net
investment income (loss)
|
2.85%
|
2.48%
|
2.96%
|
2.85%
|
2.66%
|
|
Portfolio
turnover rate3
|
13%
|
18%
|
7%
|
10%
|
8%
|
|
Net
assets, end of period (x 1,000)
|
$5,804,446
|
$4,900,591
|
$4,248,821
|
$2,009,874
|
$1,276,740
|
|
1
Calculated based on the average shares outstanding during
the period.
2
Effective October 7, 2016, the annual operating expense
ratio was reduced. The ratio presented for the period ended 8/31/17 is a blended ratio.
3
Portfolio turnover rate excludes securities received or
delivered from processing of in-kind creations or redemptions.
26Schwab International Equity ETFs | Financial Highlights
Fund Management
The investment adviser for the funds is
Charles Schwab Investment Management, Inc. (CSIM), 211 Main Street, San Francisco, CA 94105. CSIM was founded in 1989 and as of October 31, 2019, managed approximately $464.0 billion in assets.
As the investment adviser, CSIM oversees the asset management
and administration of the funds. As compensation for these services, CSIM receives a management fee from each fund. For the 12 months ended August 31, 2019, these fees were 0.06% for the Schwab International Equity ETF, 0.12% for the Schwab
International Small-Cap Equity ETF and 0.13% for Schwab Emerging Markets Equity ETF. These figures, which are expressed as a percentage of each fund’s average daily net assets, represent the actual amounts paid.
Pursuant to the Amended and Restated Advisory Agreement
between CSIM and Schwab Strategic Trust (the Trust), on behalf of each fund, CSIM pays the operating expenses of each fund, excluding taxes, any brokerage expenses, and extraordinary or non-routine expenses.
A discussion regarding the basis for the Board of
Trustees’ approval of each fund’s Amended and Restated Advisory Agreement is available in the funds’ 2019 annual report, which covers the period from September 1, 2018 through August 31, 2019.
Christopher Bliss, CFA, Vice
President and Head of Passive Equity Strategies, leads the portfolio management team for Schwab’s passive equity mutual funds and ETFs. He also has overall responsibility for all aspects of the management of the funds. Prior to joining CSIM in
2016, Mr. Bliss spent 12 years at BlackRock (formerly Barclays Global Investors) managing and leading institutional index teams, most recently as a managing director and the head of the Americas institutional index team. Prior to BlackRock, he
worked as an equity analyst and portfolio manager for Harris Bretall and before that, as a research analyst for JP Morgan.
Chuck Craig, CFA, Senior
Portfolio Manager, is responsible for the day-to-day co-management of the funds. Prior to joining CSIM in 2012, Mr. Craig worked at Guggenheim Funds (formerly Claymore Group), where he spent more than five years as a managing director of portfolio
management and supervision, and three years as vice president of product research and development. Prior to that, he worked as an equity research analyst at First Trust Portfolios (formerly Niké Securities), and a trader and analyst at PMA
Securities, Inc.
Jane Qin,
Portfolio Manager, is responsible for the day-to-day co-management of the funds. Prior to joining CSIM in 2012, Ms. Qin spent more than four years at The Bank of New York Mellon Corporation. During that time, Ms. Qin spent more than two years as an
associate equity portfolio manager and nearly two years as a performance analyst. She also worked at Wells Fargo Funds Management as a mutual fund analyst and at CIGNA Reinsurance in the risk management group as a risk analyst.
David Rios, Portfolio Manager,
is responsible for the day-to-day co-management of the funds. He joined CSIM in 2008 and became a Portfolio Manager in 2014. Prior to this role, Mr. Rios served as an Associate Portfolio Manager on the Schwab Equity Index Strategies team for four
years. His first role with CSIM was as a trade operations specialist. He also previously worked as a senior fund accountant at Investors Bank & Trust (subsequently acquired by State Street Corporation).
Additional information about the portfolio managers’
compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in each fund is available in the SAI.
Distributor. The funds’
Distributor is SEI Investments Distribution Co. The Distributor, located at 1 Freedom Valley Drive, Oaks, PA 19456, is a broker-dealer registered with the SEC. The Distributor distributes Creation Units for the funds and does not maintain a
secondary market in shares of the funds.
Schwab International Equity ETFs | Fund Management27
Investing in the Funds
On the following pages, you will find information on buying
and selling shares. Most investors will invest in the funds by placing orders through their brokerage account at Charles Schwab & Co., Inc. (Schwab) or an account with another broker/dealer or other intermediary. Authorized Participants (as
defined in “Purchase and Redemption of Creation Units,” below) may invest directly in the funds by placing orders for Creation Units through the funds’ Distributor (direct orders). Helpful information on taxes is included as
well.
The funds generally are not registered for
sale in jurisdictions outside the United States and are intended for purchase by persons residing in the United States. A person is considered resident in the United States if at the time of the investment (i) the account has an address of record in
the United States or a U.S. territory (including APO/FPO/DPO) and (ii) all account owners are resident in the United States or a U.S. territory and have a valid U.S. taxpayer identification number. If an existing account is updated to reflect a
non-U.S. address, the account may be restricted from making additional investments.
Shares of the funds trade on national securities exchanges and
elsewhere during the trading day and can be bought and sold throughout the trading day like other shares of publicly traded securities. When buying or selling shares through a broker most investors will incur customary brokerage commissions and
charges. In addition, you may incur the cost of the “spread” – that is, any difference between the bid price (the highest price a buyer is willing to pay for a share of a fund) and the ask price (the lowest price a seller is
willing to accept for a share of a fund).
Shares
of the funds trade under the following trading symbols:
Schwab
International Equity ETF
|
SCHF
|
Schwab
International Small-Cap Equity ETF
|
SCHC
|
Schwab
Emerging Markets Equity ETF
|
SCHE
|
Shares of the funds may be acquired
or redeemed directly from the funds only in Creation Units or multiples thereof, as discussed in the “Creation and Redemption” section below. Once created, shares of the funds trade in the secondary market in amounts less than a Creation
Unit. The funds do not impose any minimum investment for shares of the funds purchased on an exchange or in the secondary market. Except when aggregated in Creation Units, shares are not redeemable by the funds.
Share Trading Prices
As with other types of securities, the trading prices of
shares in the secondary market can be affected by market forces such as supply and demand, economic conditions and other factors. The price you pay or receive when you buy or sell your shares in the secondary market may be more (a premium) or less
(a discount) than the NAV of such shares.
The
approximate value of shares of the funds is disseminated every fifteen seconds throughout the trading day by the national securities exchange on which the funds are listed or by other information providers. This approximate value should not be
viewed as a “real-time” update of the NAV, because the approximate value may not be calculated in the same manner as the NAV, which is computed once per day. The approximate value generally is determined by using current market
quotations and/or price quotations obtained from broker-dealers that may trade in the portfolio securities held by the funds. The funds and investment adviser are not involved in, or responsible for, the calculation or dissemination of the
approximate value and make no warranty as to its accuracy.
Premium/Discount Information
Information showing the number of days the market price of
each fund’s shares was greater than the fund’s NAV per share (i.e., at a premium) and the number of days it was less than the fund’s NAV per share (i.e., at a discount), for various time periods, is available by visiting the
funds’ website www.schwabfunds.com.
Determination of Net Asset Value
The NAV of a fund’s shares is calculated as of the close
of regular trading on the New York Stock Exchange (NYSE), generally 4:00 p.m. Eastern time, on each day the NYSE is open for trading (each, a Business Day). NAV per share is calculated by dividing a fund’s net assets by the number of the
fund’s shares outstanding. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, the funds
reserve the
28Schwab International
Equity ETFs | Investing in the Funds
right to treat such day as a Business Day and accept purchase and redemption
orders and calculate their respective NAVs as of the normally scheduled close of regular trading on the NYSE for that day.
In valuing their securities, the funds use market quotes or
official closing prices if they are readily available. In cases where quotes are not readily available or the investment adviser deems them unreliable, the funds may value securities based on fair values developed using methods approved by the
funds’ Board of Trustees.
The funds’ Board
of Trustees has adopted procedures, which include fair value methodologies, to fair value the funds’ securities when market prices are not “readily available” or are unreliable. For example, the funds may fair value a security when
a security is de-listed or its trading is halted or suspended; when a security’s primary pricing source is unable or unwilling to provide a price; when a security’s primary trading market is closed during regular market hours; or when a
security’s value is materially affected by events occurring after the close of the security’s primary trading market. By fair valuing securities whose prices may have been affected by events occurring after the close of trading, the
funds seek to establish prices that investors might expect to realize upon the current sales of these securities. The funds’ fair value methodologies seek to ensure that the prices at which the funds’ shares are purchased and redeemed
are fair and do not result in dilution of shareholder interest or other harm to shareholders. Generally, when fair valuing a security, the funds will take into account all reasonably available information that may be relevant to a particular
valuation including, but not limited to, fundamental analytical data regarding the issuer, information relating to the issuer’s business, recent trades or offers of the security, general and specific market conditions and the specific facts
giving rise to the need to fair value the security. The funds make fair value determinations in good faith and in accordance with the fair value methodologies included in the Board of Trustees adopted valuation procedures. Due to the subjective and
variable nature of fair value pricing, there can be no assurance that the funds could obtain the fair value assigned to the security upon the sale of such security.
Shareholders of the funds should be aware that because foreign
markets are often open on weekends and other days when the funds are closed, the value of the funds’ portfolios may change on days when it is not possible to buy or sell shares of the funds.
Transactions in fund shares will be priced at NAV only if you
purchase or redeem shares directly from the funds in Creation Units. Fund shares that are purchased or sold on a national securities exchange will be effected at prevailing market prices, which may be higher or lower than NAV, and may be subject to
brokerage commissions and charges. As described below, purchases and redemptions of Creation Units will be priced at the NAV next determined after receipt of the purchase or redemption order.
Purchase and Redemption of Creation Units
Creation and Redemption
The shares that trade in the secondary market are
“created” at NAV. The funds issue and redeem shares only in Creation Units, which are large blocks of shares, typically 100,000 shares or more depending on the fund. Only institutional investors who have entered into an authorized
participant agreement (known as Authorized Participants) may purchase or redeem Creation Units. Creation Units generally are issued and redeemed in exchange for a specified basket of securities approximating the holdings of the funds and/or a
designated amount of cash. Each Business Day, prior to the opening of trading, the funds publish the specific securities and designated amount of cash included in that day’s basket for the funds through the National Securities Clearing
Corporation (NSCC) or other method of public dissemination. The funds reserve the right to accept or pay out a basket of securities or cash that differs from the published basket. The prices at which creations and redemptions occur are based on the
next calculation of NAV after an order is received and deemed acceptable by the Distributor. Orders from Authorized Participants to create or redeem Creation Units will only be accepted on a Business Day and are also subject to acceptance by the
funds and the Distributor.
Creations and redemptions must be made by an
Authorized Participant or through a firm that is either a member of the Continuous Net Settlement System of the NSCC or a Depository Trust Company participant, and in each case, must have executed an agreement with the Distributor with respect to
creations and redemptions of Creation Unit aggregations. Information about the procedures regarding creation and redemption of Creation Units is included in the SAI.
Authorized Participants and the Continuous Offering of
Shares
Because new shares may be created and issued on
an ongoing basis, at any point during the life of the funds, a “distribution,” as such term is used in the Securities Act of 1933, as amended (Securities Act), may be occurring. Broker-dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances, result in them being deemed participants in a distribution in a manner
Schwab International Equity ETFs | Investing in the Funds29
that could render them statutory underwriters and subject to the
prospectus-delivery and liability provisions of the Securities Act. Nonetheless, any determination of whether one is an underwriter must take into account all the relevant facts and circumstances of each particular case.
Broker-dealers should also note that dealers who are not
“underwriters,” but are participating in a distribution (as contrasted to ordinary secondary transactions), and thus dealing with shares that are part of an “unsold allotment” within the meaning of Section 4(a)(3)(C) of the
Securities Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the
Securities Act is only available with respect to transactions on a national securities exchange.
Creation and Redemption Transaction Fees for Creation
Units
The funds may impose a creation transaction fee
and a redemption transaction fee to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units. The creation and redemption transaction fees applicable to the funds are listed below. The standard
creation transaction fee is charged to each purchaser on the day such purchaser creates a Creation Unit. The standard fee is a single charge and will be the amount indicated below regardless of the number of Creation Units purchased by an investor
on the same day. Similarly, the standard redemption transaction fee will be the amount indicated below regardless of the number of Creation Units redeemed that day. In addition, purchasers and redeemers of shares in Creation Units are responsible
for payment of the costs of transferring securities to or out of the funds. Purchasers and redeemers of Creation Units for cash may also be subject to an additional variable charge up to the maximum amount shown in the table below. This additional
variable charge will offset the transaction costs to the funds of buying or selling portfolio securities. In certain circumstances, the cost of any standard transaction fees and/or additional variable charges may be waived by a fund when doing so is
believed to be in the best interests of the fund. From time to time, the investment adviser may cover the cost of any transaction fees.
The following table shows, as of November
29, 2019, the approximate value of one Creation Unit of each fund, including the standard and maximum additional creation and redemption transaction fee. These fees are payable only by investors who purchase shares directly from the funds. Retail
investors who purchase shares through their brokerage account will not pay these fees. Investors who use the services of a broker or other such intermediary may pay fees for such services.
Name
of Fund
|
Approximate
Value
of One Creation Unit
|
Standard
Creation/Redemption
Transaction Fee
|
Maximum
Additional Creation
Transaction Fee*
|
Maximum
Additional Redemption
Transaction Fee*
|
Schwab
International Equity ETF
|
$3,327,000
|
$10,000
|
3.0%
|
2.0%
|
Schwab
International Small-Cap Equity ETF
|
$3,393,000
|
$10,000
|
3.0%
|
2.0%
|
Schwab
Emerging Markets Equity ETF
|
$2,629,000
|
$
6,000
|
3.0%
|
2.0%
|
*
|
As a percentage of total
amount invested or redeemed.
|
Additional Policies
Policy regarding short-term or excessive
trading. The funds do not impose any restrictions on the frequency of purchases and redemptions of fund shares. When considering that a policy regarding short-term or excessive trading was not necessary for the
funds, the Board of Trustees considered the structure of the funds as ETFs and that fund shares are purchased and redeemed directly with the funds only in large quantities (Creation Units) by Authorized Participants who are authorized to purchase
and redeem shares directly with the funds. Because purchase and redemption transactions with Authorized Participants are an essential part of the ETF process and help keep ETF trading prices in line with NAV, the funds accommodate frequent purchases
and redemptions by Authorized Participants. Frequent purchases and redemptions for cash may increase index tracking error and portfolio transaction costs and may lead to realization of capital gains. Frequent in-kind creations and redemptions do not
give rise to these concerns. The funds reserve the right to reject or limit any purchase order at any time.
The funds reserve the right to impose restrictions on
disruptive or abusive trading. Such trading is defined by the funds as purchases and sales of fund shares in amounts and frequency determined by the funds to be significant and in a pattern of activity that can potentially be detrimental to the
funds and their shareholders. Such adverse effects can include diluting the value of the shareholders’ holdings, increasing fund transaction costs, disrupting portfolio management strategy, incurring unwanted taxable gains, or forcing funds to
hold excess levels of cash. The funds may reject purchase or redemption orders in such instances. The funds also impose a transaction fee on Creation Unit transactions that is designed to offset the funds’ transfer and other transaction costs
associated with the issuance and
30Schwab International
Equity ETFs | Investing in the Funds
redemption of the Creation Units. The Board
of Trustees may determine that policies and procedures regarding the frequency of purchases and redemptions of fund shares are necessary in the future.
Investments by Registered Investment Companies. Section 12(d)(1) of the Investment Company Act of 1940, as amended, restricts investments by registered investment companies in the securities of other investment companies, including shares of the funds. Registered
investment companies are permitted to invest in the funds beyond the limits set forth in section 12(d)(1), subject to certain terms and conditions set forth in an SEC exemptive order issued to the Trust, including that such investment companies
enter into an agreement with the funds.
Payments to
Financial Intermediaries. The investment adviser or its affiliates may make payments out of their own resources, or provide products and services at a discount, to certain brokerage firms, banks, insurance
companies, retirement plan service providers and other financial intermediaries that perform shareholder, recordkeeping, sub-accounting and other administrative services in connection with investments in fund shares. The investment adviser or its
affiliates may also make payments out of their own resources, or provide products and services at a discount, to certain financial intermediaries in connection with certain activities or services which may facilitate, directly or indirectly,
investment in the funds. These payments may relate to marketing and/or fund promotion activities and presentations, educational training programs, conferences, the development and support of technology platforms and/or reporting systems, data
analytics and support, or making shares of the funds available to their customers. These payments, which may be significant, are paid by the investment adviser or its affiliates out of their own resources and not from the assets of the
funds.
Payments to a financial intermediary may
create potential conflicts of interest between the intermediary and its clients as the payments may provide such intermediary with an incentive to favor sales of shares of the funds over other investment options they make available to their
customers. Please see the SAI for additional information.
Distributions and Taxes
Any investment in the funds typically involves several tax
considerations. The information below is meant as a general summary for U.S. citizens and residents. Please see the SAI for additional information. Because each person’s tax situation is different, you should consult your tax advisor
about the tax implications of your investment in a fund. You also can visit the Internal Revenue Service (IRS) website at www.irs.gov.
As a shareholder, you are entitled to your
share of the dividends and gains your fund earns. Dividends from net investment income, if any, are generally declared and paid semiannually. Net realized capital gains, if any, are generally declared and paid annually, although the funds may do so
more frequently as determined by the Board of Trustees. Although it is not generally expected, if a fund’s distributions exceed its realized taxable income and capital gains during a taxable year, then all or a portion of the distributions
made during that year may be characterized as a return of capital to shareholders. A return of capital distribution generally will not be taxable but will reduce the shareholder’s cost basis and result in a higher capital gain or lower capital
loss when those shares on which the distribution was received are sold. Each fund reserves the right to declare special distributions if, in its reasonable discretion, such action is necessary or advisable to preserve its status as a regulated
investment company or to avoid imposition of income or excise taxes on undistributed income or realized gains. Dividends and other distributions on shares of the funds are distributed on a pro rata basis to beneficial owners of such shares. During
the fourth quarter of the year, typically in early November, an estimate of the funds’ year-end distributions, if any, may be made available on the funds’ website www.schwabfunds.com.
Unless you are investing through an IRA, 401(k) or other
tax-advantaged retirement account, your fund distributions generally have tax consequences. Each fund’s net investment income and short-term capital gains are distributed as dividends and will be taxable as ordinary income or qualified
dividend income. Other capital gains distributions are taxable as long-term capital gains, regardless of how long you have held your shares in the fund. The maximum individual rate applicable to long-term capital gains and qualified dividend income
is generally either 15% or 20%, depending on whether the individual’s income exceeds certain threshold amounts. Distributions generally are taxable in the tax year in which they are declared, whether you reinvest them or take them in
cash.
Generally, any sale of your shares is a taxable
event. A sale of your shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than one year.
Otherwise, the gain or loss on the taxable disposition of shares will be treated as short-term capital gain or loss. The maximum individual rate applicable to long-term capital gains is generally either 15% or 20%, depending on whether the
individual’s income exceeds certain threshold amounts. Any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gains
distributions received (or deemed received) by you with respect to the shares. All or a portion of any loss realized upon a taxable disposition of shares will be disallowed if you purchase other substantially
Schwab International Equity ETFs | Investing in the Funds31
identical shares within 30 days before or after the disposition. In such a
case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
An additional 3.8% Medicare tax is imposed on certain net
investment income (including ordinary dividends and capital gains distributions received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of U.S. individuals, estates and trusts to the extent that such
person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.
At the beginning of every year, the funds provide shareholders
with information detailing the tax status of any distributions the funds paid during the previous calendar year. Schwab customers also receive information on distributions and transactions in their monthly account statements.
If you are investing through a taxable account and purchase
shares of a fund just before it declares a distribution, you may receive a portion of your investment back as a taxable distribution. This is because when a fund makes a distribution, the share price is reduced by the amount of the distribution. You
can avoid “buying a dividend,” as it is often called, by finding out if a distribution is imminent and waiting until afterwards to invest. Of course, you may decide that the opportunity to gain a few days of investment performance
outweighs the tax consequences of buying a dividend.
Shareholders in the funds may have additional tax
considerations as a result of foreign tax payments made by the funds. Typically, these payments will reduce the funds’ dividends but, if eligible, a fund may elect for these payments to be included in your taxable income. In such event, you
may be able to claim a tax credit or deduction for your portion of foreign taxes paid by the fund.
Foreign shareholders may be subject to
different U.S. federal income tax treatment, including withholding tax at the rate of 30% on amounts treated as ordinary dividends from a fund, as discussed in more detail in the SAI. Furthermore, the funds are required to withhold U.S. tax (at a
30% rate) on payments of taxable dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned
foreign investment accounts. Shareholders may be requested to provide additional information to a fund to enable the fund to determine whether withholding is required.
Taxes on Creation and Redemption of Creation Units
An Authorized Participant who exchanges
securities for Creation Units generally will recognize a gain or a loss equal to the difference between the market value of the Creation Units at the time of the exchange and the sum of the exchanger’s aggregate basis in the securities
surrendered and the cash component paid. A person who redeems Creation Units will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the sum of the aggregate market value of the
securities and the amount of cash received for such Creation Units. The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,”
or on the basis that there has been no significant change in economic position. Persons exchanging securities for Creation Units should consult a tax advisor with respect to whether wash sale rules apply and when a loss might be deductible. Any
capital gain or loss realized upon a redemption (or creation) of Creation Units is generally treated as long-term capital gain or loss if the funds’ shares (or securities surrendered) have been held for more than one year and as short-term
capital gain or loss if the shares (or securities surrendered) have been held for one year or less.
If you purchase or redeem Creation Units, you will be sent a
confirmation statement showing how many shares you purchased or sold and at what price. Persons purchasing or redeeming Creation Units should consult their own tax advisors with respect to the tax treatment of any creation or redemption
transaction.
Additional Information
Index Provider
FTSE International Limited (FTSE) is an independent company
whose sole business is the creation and management of indexes and associated data services. FTSE calculates hundreds of thousands of indexes daily, including more than 1,400 real-time indexes. FTSE® is a trademark owned by London Stock Exchange Group companies (LSEG) and is used by FTSE under license. FTSE is not affiliated with the funds, CSIM,
the Distributor or any of their respective affiliates.
CSIM has entered into a license agreement with FTSE to use the
FTSE Developed ex US Index, FTSE Emerging Index and FTSE Developed Small Cap ex US Liquid Index (the Indexes). Fees payable under the license agreement are paid by CSIM. FTSE has no obligation to continue to provide the Indexes to CSIM beyond the
term of the license agreement.
32Schwab International
Equity ETFs | Investing in the Funds
Disclaimers
The funds are not in any way sponsored, endorsed, sold or
promoted by FTSE or by LSEG (together the Licensor Parties) and none of the Licensor Parties make any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the Indexes and/or the
figure at which the said Index stands at any particular time on any particular day or otherwise and/or the suitability of the Indexes for the purposes to which they are being put in connection with the funds. The Licensor Parties make no
representation or warranty, express or implied, to the owners of shares of the funds or any member of the public regarding the advisability of trading in the funds. None of the Licensor Parties have provided or will provide any financial or
investment advice or recommendation in relation to the Indexes to CSIM or its clients. The Indexes are compiled and calculated by FTSE or its agent. None of the Licensor Parties shall be liable (whether in negligence or otherwise) to any person for
any error in the Indexes and none of the Licensor Parties shall be under any obligation to advise any person of any error therein. FTSE® is a
trademark of LSEG and is used by FTSE under license. All rights in the Indexes vest in FTSE.
Shares of the funds are not sponsored, endorsed or promoted by
NYSE Arca, Inc. NYSE Arca makes no representation or warranty, express or implied, to the owners of the shares of the funds or any member of the public regarding the ability of a fund to track the total return performance of its underlying index or
the ability of the underlying index to track stock market performance. NYSE Arca is not responsible for, nor has it participated in, the determination of the compilation or the calculation of any underlying index, nor in the determination of the
timing of, prices of, or quantities of shares of the funds to be issued, nor in the determination or calculation of the equation by which the shares are redeemable. NYSE Arca has no obligation or liability to owners of the shares of the funds in
connection with the administration, marketing or trading of the shares of the funds.
NYSE Arca shall have no liability for damages, claims, losses
or expenses caused by any errors, omissions, or delays in calculating or disseminating any current index or portfolio value; the current value of the portfolio of securities required to be deposited to the funds; the amount of any dividend
equivalent payment or cash distribution to holders of shares of the funds; net asset value; or other information relating to the creation, redemption or trading of shares of the funds, resulting from any negligent act or omission by NYSE Arca, or
any act, condition or cause beyond the reasonable control of NYSE Arca, including, but not limited to, an act of God; fire; flood; extraordinary weather conditions; war; insurrection; riot; strike; accident; action of government; communications or
power failure; equipment or software malfunction; or any error, omission or delay in the reporting of transactions in one or more underlying securities. NYSE Arca makes no warranty, express or implied, as to results to be obtained by any person or
entity from the use of any underlying index or data included therein and NYSE Arca makes no express or implied warranties, and disclaims all warranties of merchantability or fitness for a particular purpose with respect to shares of the funds or any
underlying index or data included therein.
The funds and
CSIM do not guarantee the accuracy and/or the completeness of the indexes or any data included therein and shall have no liability for any errors, omissions, or interruptions therein. The funds and CSIM make no warranty, express or implied, as to
results to be obtained by the funds, or any other person or entity from the use of the indexes or any data included therein. The funds and CSIM make no express or implied warranties, and expressly disclaims all warranties, of merchantability or
fitness for a particular purpose or use with respect to the indexes or any data included therein, without limiting any of the foregoing, in no event shall the funds and CSIM have any liability for any lost profits or indirect, punitive, special or
consequential damages (including lost profits), even if notified of the possibility of such damages.
Schwab International Equity ETFs | Investing in the Funds33
Prospectus | December
18, 2019
Schwab® International Equity ETFs
To Learn More
This prospectus contains important information on the funds
and should be read and kept for reference. You also can obtain more information from the following sources:
Annual and semiannual reports,
which are sent to current fund investors, contain more information about the funds’ holdings and detailed financial information about the funds. Annual reports also contain information from the funds’ manager(s) about strategies, recent
market conditions and trends and their impact on fund performance during the funds’ last fiscal period.
The Statement of Additional
Information (SAI) includes a more detailed discussion of investment policies and the risks associated with various investments. The SAI is incorporated by reference into the prospectus, making it legally part of the prospectus.
For a free copy of any of these documents or
to request other information or ask questions about the funds, call Schwab ETFs at 1-877-824-5615. In addition, you may visit the Schwab ETFs’ website at www.schwabfunds.com/schwabetfs_prospectus for a
free copy of a prospectus, SAI or an annual or semiannual report.
The SAI, the funds’ annual and semiannual reports and
other related materials are available from the EDGAR Database on the SEC’s website (www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail
to publicinfo@sec.gov.
SEC File Number
Schwab
Strategic Trust
|
811-22311
|
Schwab® Equity ETFs
Schwab
® U.S. Broad Market ETF
|
SCHB
|
Schwab
1000 Index® ETF
|
SCHK
|
Schwab
® U.S. Large-Cap ETF
|
SCHX
|
Schwab
® U.S. Large-Cap Growth ETF
|
SCHG
|
Schwab
® U.S. Large-Cap Value ETF
|
SCHV
|
Schwab
® U.S. Mid-Cap ETF
|
SCHM
|
Schwab
® U.S. Small-Cap ETF
|
SCHA
|
Schwab
® U.S. Dividend Equity ETF
|
SCHD
|
Schwab
® International Equity ETF
|
SCHF
|
Schwab
® International Small-Cap Equity ETF
|
SCHC
|
Schwab
® Emerging Markets Equity ETF
|
SCHE
|
Principal U.S. Listing Exchange: NYSE Arca, Inc.
Statement Of Additional Information
December 18, 2019
The Statement of Additional Information (SAI) is not a
prospectus. It should be read in conjunction with each fund’s prospectus dated December 18, 2019 (as amended from time to time).
The funds’ audited financial statements and the report
of the independent registered public accounting firm thereon from the funds’ annual reports for the fiscal year ended August 31, 2019, are incorporated by reference into this SAI.
For a free copy of these documents or to request other
information or ask questions about the funds, call Schwab® ETFs at 1-877-824-5615. For TDD service, call 1-800-345-2550. In addition, you may visit
the Schwab ETFs’ website at www.schwabfunds.com/schwabetfs_prospectus for a free copy of a prospectus, SAI or an annual or semiannual report.
Each fund is a series of Schwab Strategic Trust (the Trust).
The funds are part of the Schwab complex of funds (Schwab Funds).
Investment ObjectiveS, Strategies, Risks And Limitations
Investment Objectives
Each fund’s investment objective is not fundamental and
therefore may be changed by the funds’ Board of Trustees (the Board) without shareholder approval.
The Schwab U.S. Broad Market
ETF’s goal is to track as closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Broad Stock Market Index.
The Schwab 1000 Index
ETF’s goal is to track as closely as possible, before fees and expenses, the total return of the Schwab 1000 Index®.
The Schwab U.S. Large-Cap
ETF’s goal is to track as closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Total Stock Market Index.
The Schwab U.S. Large-Cap
Growth ETF’s goal is to track as closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Growth Total Stock Market Index.
The Schwab U.S. Large-Cap
Value ETF’s goal is to track as closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Large-Cap Value Total Stock Market Index.
The Schwab U.S. Mid-Cap
ETF’s goal is to track as closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Mid-Cap Total Stock Market Index.
The Schwab U.S. Small-Cap
ETF’s goal is to track as closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Small-Cap Total Stock Market Index.
The Schwab U.S. Dividend
Equity ETF’s goal is to track as closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Dividend 100™ Index.
The Schwab International
Equity ETF’s goal is to track as closely as possible, before fees and expenses, the total return of the FTSE Developed ex US Index.
The Schwab International
Small-Cap Equity ETF’s goal is to track as closely as possible, before fees and expenses, the total return of the FTSE Developed Small Cap ex US Liquid Index.
The Schwab Emerging Markets
Equity ETF’s goal is to track as closely as possible, before fees and expenses, the total return of the FTSE Emerging Index.
There is no guarantee the funds will achieve their investment
objectives.
Description of Indices
The Schwab
U.S. Broad Market ETF’s index, the Dow Jones U.S. Broad Stock Market Index, includes the largest 2,500 publicly-traded U.S. companies for which pricing information is readily available. The index is a float-adjusted market
capitalization weighted index that reflects the shares of securities actually available to investors in the marketplace. As of August 31, 2019, the index was composed of 2,488 stocks.
The Schwab 1000 Index
ETF’s index, the Schwab 1000 Index, was developed and is maintained by Charles Schwab & Co., Inc. (Schwab). Charles Schwab Investment Management, Inc. (CSIM), the fund’s investment adviser, and Schwab are separate but
affiliated companies and subsidiaries of The Charles Schwab Corporation. Schwab receives no compensation from CSIM or the fund for maintaining the index. In constructing the Schwab 1000 Index, Schwab has contracted with S&P Opco, LLC (a
subsidiary of S&P Dow Jones Indices LLC) to calculate and maintain the index. CSIM has entered into an agreement with Schwab pursuant to which CSIM has been granted a license to the index which has in turn been sublicensed to the fund at no cost
to the fund.
To be included in the Schwab 1000 Index, a
company must satisfy all of the following criteria: (1) it must be an “operating company” (i.e., not an investment company) or real estate investment trust incorporated in the United States, its territories or possessions (depending on
business demographics, exceptions may apply for certain companies incorporated offshore); (2) a liquid market for its common shares must exist on a U.S. exchange; and (3) its market value must place it among the top 1,000 such companies as measured
by full float market capitalization (share price times the number of shares outstanding). The fund may purchase securities of companies with which it is affiliated to the extent these companies are represented in its index.
As of August 31, 2019, the aggregate market
capitalization of the securities included in the Schwab 1000 Index was approximately $30.1 trillion. This represents approximately 92% of the total market value of all publicly-traded U.S. companies, as represented by the Dow Jones U.S. Total Stock
Market Index.
Schwab reviews and, as necessary,
revises the list of companies whose securities are included in the Schwab 1000 Index, usually annually. The Schwab 1000 Index undergoes a quarterly rebalance to reflect outstanding share changes of the existing constituents. Companies known by
Schwab to meet or no longer meet the inclusion criteria may be added or deleted as appropriate. Schwab also will modify the index as
necessary to account for corporate actions (e.g., new issues, repurchases,
stock dividends/splits, tenders, mergers, stock swaps, spinoffs or bankruptcy filings made because of a company’s inability to continue operating as a going concern). As a result of corporate actions, the index may be comprised of more or less
than 1,000 securities.
A particular stock’s
weighting in the Schwab 1000 Index is based on its relative total float-adjusted market value (i.e., its market price per share times the number of free-float shares outstanding), divided by the total float-adjusted market capitalization of the
index.
Schwab may change the Schwab 1000 Index inclusion
criteria if it determines that doing so would cause the index to be more representative of the domestic equity market. The Board may select another index for the Schwab 1000 Index ETF should it decide that taking such action would be in the best
interest of the fund’s shareholders.
The Schwab
U.S. Large-Cap ETF’s index, the Dow Jones U.S. Large-Cap Total Stock Market Index, includes the large-cap portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S.
Large-Cap Total Stock Market Index includes the components ranked 1-750 by full market capitalization. The index is a float-adjusted market capitalization weighted index. As of August 31, 2019, the index was composed of 755 stocks.
The Schwab U.S. Large-Cap
Growth ETF’s index, the Dow Jones U.S. Large-Cap Growth Total Stock Market Index, includes the large-cap growth portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones
U.S. Large-Cap Growth Total Stock Market Index includes the components ranked 1-750 by full market capitalization and that are classified as “growth” based on a number of factors. The index is a float-adjusted market capitalization
weighted index. As of August 31, 2019, the index was composed of 407 stocks.
The Schwab U.S. Large-Cap
Value ETF’s index, the Dow Jones U.S. Large-Cap Value Total Stock Market Index, includes the large-cap value portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S.
Large-Cap Value Total Stock Market Index includes the components ranked 1-750 by full market capitalization and that are classified as “value” based on a number of factors. The index is a float-adjusted market capitalization weighted
index. As of August 31, 2019, the index was composed of 348 stocks.
The Schwab U.S. Mid-Cap
ETF’s index, the Dow Jones U.S. Mid-Cap Total Stock Market Index, includes the mid-cap portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Mid-Cap Total Stock
Market Index includes the components ranked 501-1,000 by full market capitalization. The index is a float-adjusted market capitalization weighted index. As of August 31, 2019, the index was composed of 502 stocks.
The Schwab U.S. Small-Cap
ETF’s index, the Dow Jones U.S. Small-Cap Total Stock Market Index, includes the small-cap portion of the Dow Jones U.S. Total Stock Market Index actually available to investors in the marketplace. The Dow Jones U.S. Small-Cap Total
Stock Market Index includes the components ranked 751-2,500 by full market capitalization. The index is a float-adjusted market capitalization weighted index. As of August 31, 2019, the index was composed of 1,733 stocks.
The Schwab U.S. Dividend
Equity ETF’s index, the Dow Jones U.S. Dividend 100 Index, is designed to measure the performance of high dividend yielding stocks issued by U.S. companies that have a record of consistently paying dividends, selected for fundamental
strength relative to their peers, based on financial ratios. The 100-component index is a subset of the Dow Jones U.S. Broad Market Index, excluding real estate investment trusts (REITs), master limited partnerships, preferred stocks and
convertibles. It is modified market capitalization weighted.
The Schwab
International Equity ETF’s index, the FTSE Developed ex US Index, is comprised of large and mid capitalization companies in developed countries outside the United States, as defined by the index provider. The index defines the large and
mid capitalization universe as approximately the top 90% of the eligible universe. As of August 31, 2019, the index was composed of 1,553 stocks in 24 developed market countries.
The Schwab International
Small-Cap Equity ETF’s index, the FTSE Developed Small Cap ex US Liquid Index, is comprised of small capitalization companies in developed countries outside the United States, as defined by the index provider. The index defines the
small capitalization universe as approximately the bottom 10% of the eligible universe with a minimum free float capitalization of $150 million. As of August 31, 2019, the index was composed of 2,109 stocks in 25 developed market countries.
The Schwab Emerging Markets
Equity ETF’s index, the FTSE Emerging Index, is comprised of large and mid capitalization companies in emerging market countries, as defined by the index provider. The index defines the large and mid capitalization universe as
approximately the top 90% of the eligible universe. As of August 31, 2019, the index was composed of 1,748 stocks in 25 emerging market countries.
Index Providers and Disclaimers
S&P Dow Jones Indices LLC is a full service index provider
that develops, maintains, and licenses indices for use as benchmarks and as the basis of investment products. CSIM has entered into a license agreement with S&P Dow Jones Indices LLC or its affiliates to use the Dow Jones Indices (as defined
below). Fees payable under the license agreement are paid by CSIM. S&P Dow Jones Indices LLC and its affiliates have no obligation to continue to provide the Indices to CSIM beyond the term of the license agreement.
The Schwab 1000 Index is the property of Schwab, which has
contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) to calculate and maintain the Schwab 1000 Index. The Schwab 1000 Index is not sponsored by S&P Dow Jones Indices LLC or its affiliates or its third party
licensors, including Standard & Poor’s Financial Services LLC and Dow Jones Trademark Holdings LLC (collectively, S&P Dow Jones Indices). S&P Dow Jones Indices will not be liable for any errors or omissions in calculating the
Schwab 1000 Index.
Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones) and Dow Jones U.S. Broad Stock Market Index, Dow Jones U.S. Large-Cap Total
Stock Market Index, Dow Jones U.S. Large-Cap Growth Total Stock Market Index, Dow Jones U.S. Large-Cap Value Total Stock Market Index, Dow Jones U.S. Mid-Cap Total Stock Market Index, Dow Jones U.S. Small-Cap Total Stock Market Index, and Dow Jones
U.S. Dividend 100™ Index (the Dow Jones Indices) are trademarks of S&P Dow Jones Indices LLC and/or its affiliates. The Dow Jones Indices are products of S&P Dow Jones Indices LLC, and have been licensed for use by CSIM. Schwab U.S.
Broad Market ETF, Schwab U.S. Large-Cap ETF, Schwab U.S. Large-Cap Growth ETF, Schwab U.S. Large-Cap Value ETF, Schwab U.S. Mid-Cap ETF, Schwab U.S. Small-Cap ETF, and Schwab U.S. Dividend Equity ETF are not sponsored, endorsed, sold or promoted by
S&P Dow Jones Indices LLC, Dow Jones, any of their third party licensors, or any of their respective affiliates (collectively, S&P Dow Jones Indices Entities). S&P Dow Jones Indices Entities do not make any representation or warranty,
express or implied, to the owners of the funds or any member of the public regarding the advisability of investing in securities generally or in the funds particularly or the ability of the Dow Jones Indices to track general market performance.
S&P Dow Jones Indices Entities’ only relationship to CSIM with respect to the Dow Jones Indices is the licensing of the Dow Jones Indices and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices Entities. The
Dow Jones Indices are determined, composed and calculated by S&P Dow Jones Indices Entities without regard to CSIM or the funds. S&P Dow Jones Indices Entities have no obligation to take the needs of CSIM or fund shareholders into
consideration in determining, composing or calculating the Dow Jones Indices. S&P Dow Jones Indices Entities are not responsible for and have not participated in the determination of the prices, and amount of the funds or the timing of the
issuance or sale of the funds or in the determination or calculation of the equation by which the funds are to be converted into cash or redeemed, as the case may be. S&P Dow Jones Indices Entities have no obligation or liability in connection
with the administration, marketing or trading of the funds. There is no assurance that investment products based on the Dow Jones Indices will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC
and its subsidiaries are not investment advisors. Inclusion of a security within the Dow Jones Indices is not a recommendation by S&P Dow Jones Indices Entities to buy, sell, or hold such security, nor is it considered to be investment
advice.
“Calculated by S&P Dow Jones
Indices” and the related stylized mark(s) are service marks of S&P Dow Jones Indices LLC and have been licensed for use by Schwab, which in turn has been sublicensed to Schwab 1000 Index® ETF. S&P® is a registered trademark of
Standard & Poor’s Financial Services LLC. Schwab 1000 Index ETF which is based on the Schwab 1000 Index is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC. S&P Dow Jones Indices LLC does not make any
representation or warranty, express or implied, to the owners of Schwab 1000 Index ETF or any member of the public regarding the advisability of investing in securities generally or in the Schwab 1000 Index or Schwab 1000 Index ETF particularly or
the ability of the Schwab 1000 Index or Schwab 1000 Index ETF to track general market performance. S&P Dow Jones Indices LLC’s only relationship to Schwab with respect to the Schwab 1000 Index is the licensing of the S&P Global BMI
Index, certain trademarks, service marks and trade names of S&P Dow Jones Indices LLC, and the provision of the calculation services on behalf of Schwab related to the Schwab 1000 Index without regard to Schwab or Schwab 1000 Index ETF. S&P
Dow Jones Indices LLC is not responsible for and has not participated in the creation of Schwab 1000 Index ETF, the determination of the prices and amount of Schwab 1000 Index ETF or the timing of the issuance or sale of Schwab 1000 Index ETF or in
the determination or calculation of the equation by which Schwab 1000 Index ETF may be converted into cash or other redemption mechanics. S&P Dow Jones Indices LLC has no obligation or liability in connection with the administration, marketing
or trading of Schwab 1000 Index ETF. There is no assurance that investment products based on the Schwab 1000 Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment
advisor. Inclusion or exclusion of a security within the Schwab 1000 Index is not a recommendation by S&P Dow Jones Indices LLC to buy, sell, or hold such security, nor is it investment advice. S&P Dow Jones Indices LLC does not act nor
shall be deemed to be acting as a fiduciary in providing the S&P Global BMI Index.
S&P DOW JONES INDICES ENTITIES DO NOT GUARANTEE THE
ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE DOW JONES INDICES OR THE SCHWAB 1000 INDEX, INTELLECTUAL PROPERTY, SOFTWARE, OR ANY DATA RELATED THERETO, OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION
(INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES ENTITIES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES ENTITIES MAKE NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY CSIM, SCHWAB, FUND SHAREHOLDERS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES
INDICES AND THE SCHWAB 1000 INDEX, INTELLECTUAL PROPERTY, SOFTWARE, OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES ENTITIES BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME, OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT
LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES ENTITIES, CSIM, AND SCHWAB, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES ENTITIES.
FTSE International Limited (FTSE) is an independent company
whose sole business is the creation and management of indexes and associated data services. FTSE calculates hundreds of thousands of indexes daily, including more than 1,400 real-time indexes. FTSE® is a trademark owned by London Stock Exchange Group companies (LSEG) and is used by FTSE under license. FTSE is not affiliated with the funds, CSIM
(as defined herein), the Distributor (as defined herein) or any of their respective affiliates. The funds are not in any way sponsored, endorsed, sold or promoted by FTSE or by LSEG (together the Licensor Parties) and none of the Licensor Parties
make any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the Indexes and/or the figure at which the said Index stands at any particular time on any particular day or otherwise
and/or the suitability of the Indexes for the purposes to which they are being put in connection with the funds. The Licensor Parties make no representation or warranty, express or implied, to the owners of shares of the funds or any member of the
public regarding the advisability of trading in the funds. None of the Licensor Parties have provided or will provide any financial or investment advice or recommendation in relation to the Indexes to CSIM or its clients. The Indexes are compiled
and calculated by FTSE or its agent. None of the Licensor Parties shall be liable (whether in negligence or otherwise) to any person for any error in the Indexes and none of the Licensor Parties shall be under any obligation to advise any person of
any error therein. FTSE® is a trademark of LSEG and is used by FTSE under license. All rights in the Indexes vest in FTSE. FTSE and LSEG make no
representation or warranty, express or implied, to the owners of shares of the funds or any member of the public regarding the advisability of trading in the funds, and make no warranty or representation whatsoever, expressly or impliedly, either as
to the results to be obtained from the use of the FTSE Indexes and/or the figure at which the said FTSE Index stands at any particular time on any particular day or otherwise.
Shares of the funds are not sponsored, endorsed or promoted by
NYSE Arca Inc. NYSE Arca makes no representation or warranty, express or implied, to the owners of the shares of the funds or any member of the public regarding the ability of the funds to track the total return performance of any underlying index
or the ability of the underlying index to track stock market performance. NYSE Arca is not responsible for, nor has it participated in, the determination of the compilation or the calculation of an underlying index, nor in the determination of the
timing of, prices of, or quantities of shares of the funds to be issued, nor in the determination or calculation of the equation by which the shares are redeemable. NYSE Arca has no obligation or liability to owners of the shares of the funds in
connection with the administration, marketing or trading of the shares of the funds.
NYSE Arca shall have no liability for damages, claims, losses
or expenses caused by any errors, omissions, or delays in calculating or disseminating any current index or portfolio value the current value of the portfolio of securities required to be deposited to the funds; the amount of any dividend equivalent
payment or cash distribution to holders of shares of the funds; net asset value; or other information relating to the creation, redemption or trading of shares of the funds, resulting from any negligent act or omission by NYSE Arca, or any act,
condition or cause beyond the reasonable control of NYSE Arca, including, but not limited to, an act of God; fire; flood; extraordinary weather conditions; war; insurrection; riot; strike; accident; action of government; communications or power
failure; equipment or software malfunction; or any error, omission or delay in the reporting of transactions in one or more underlying securities. NYSE Arca makes no warranty, express or implied, as to results to be obtained by any person or entity
from the use of any underlying index or data included therein and NYSE Arca makes no express or implied warranties, and disclaims all warranties of merchantability or fitness for a particular purpose with respect to shares of the funds or any
underlying index or data included therein.
Fund
Investment Policies
Each of
Schwab U.S. Broad Market ETF, Schwab 1000 Index ETF, Schwab U.S. Large-Cap ETF, Schwab U.S. Large-Cap Growth ETF, Schwab U.S. Large-Cap Value ETF, Schwab U.S. Mid-Cap ETF, Schwab U.S. Small-Cap ETF and Schwab U.S.
Dividend Equity ETF will, under normal circumstances, invest at least 90% of its net assets in the stocks of its respective index. Each fund will notify its shareholders at least 60 days before changing this policy. For purposes of this
policy, net assets mean net assets plus the amount of any borrowings for investment purposes.
Each of Schwab International
Equity ETF, Schwab International Small-Cap Equity ETF and Schwab Emerging Markets Equity ETF will, under normal circumstances, invest at least 90% of its net assets in the stocks of its respective index, including depositary receipts
representing securities of that index; which may be in the form of American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts (EDRs). Each fund will notify its shareholders at least 60 days before
changing this policy. For purposes of this policy, net assets mean net assets plus the amount of any borrowings for investment purposes.
Investments, Risks and Limitations
The following investment strategies, risks and limitations
supplement those set forth in the prospectus and may be changed without shareholder approval unless otherwise noted. Also, policies and limitations that state a maximum percentage of assets that may be invested in a security or other asset, or that
set forth a quality standard, shall be measured immediately after and as a result of a fund’s acquisition of such security or asset unless otherwise noted. Thus, except with respect to limitations on borrowing and futures and option contracts,
any subsequent change in values, net assets or other circumstances does not require a fund to sell an investment if it could not then make the same investment.
From time to time a fund may hold certain
securities not otherwise discussed in this SAI as a permissible investment for the fund. For example, a fund may invest in certain types of securities to the extent its index does even if the types of securities have not been identified as part of
the fund’s principal or non-principal investment strategy. To the extent an investment becomes part of a fund’s principal or non-principal investment strategy, the fund will take the necessary steps to identify them as permissible
investments. In addition, a fund may receive (i.e., not
actively invest) certain securities as a result of a corporate action, such
as securities dividends, spin-offs or rights issues. In such cases, the fund will not actively add to its position and generally will dispose the securities as soon as reasonably practicable.
Principal Investment Strategies
Unless otherwise indicated, the following investments may be
used as part of each fund’s principal investment strategy.
Concentration means that
substantial amounts of assets are invested in a particular industry or group of industries. Concentration increases investment exposure to industry risk. For example, the automobile industry may have a greater exposure to a single factor, such as an
increase in the price of oil, which may adversely affect the sale of automobiles and, as a result, the value of the industry’s securities. As part of each fund’s principal investment strategy, each fund will concentrate its investments
in a particular industry or group of industries only to approximately the same extent that its index concentrates in the securities of such particular industry or group of industries.
Depositary Receipts (Principal
investment for the Schwab International Equity ETF, Schwab International Small-Cap Equity ETF and Schwab Emerging Markets Equity ETF. Permissible non-principal investment for all other funds to the extent a fund’s benchmark index includes a
security that has been classified as a depositary receipt.) Depositary receipts include ADRs as well as other “hybrid” forms of ADRs, such as EDRs and GDRs, which are certificates evidencing ownership of shares of a foreign issuer.
Depositary receipts may be sponsored or unsponsored. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or
similar financial institution in the issuer’s home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and
corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to many of the risks associated with investing directly in foreign
securities.
Investments in the securities of
foreign issuers may subject a fund to investment risks that differ in some respects from those related to investments in securities of U.S. issuers. Such risks include future adverse political and economic developments; possible imposition of
withholding taxes on income; possible seizure, nationalization or expropriation of foreign deposits; possible establishment of exchange controls; or taxation at the source or greater fluctuation in value due to changes in exchange rates. Foreign
issuers of securities often engage in business practices different from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers. In addition, foreign issuers are, generally
speaking, subject to less government supervision and regulation and different accounting treatment than are those in the United States. Please see the section titled “Foreign Securities” for more detail.
Although the two types of depositary receipt facilities
(unsponsored or sponsored) are similar, there are differences regarding a holder’s rights and obligations and the practices of market participants. A depository may establish an unsponsored facility without participation by (or acquiescence
of) the underlying issuer; typically, however, the depository requests a letter of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of the facility.
The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions, and the performance of other services. The
depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying
securities.
Sponsored depositary receipt facilities are
created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and
responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the
depository), although most sponsored depositary receipts holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting instructions, and
other shareholder communications and information to the depositary receipt holders at the underlying issuer’s request.
Derivative Instruments are
commonly defined to include instruments or contracts whose values depend on (or “derive” from) the value of one or more other assets such as securities, currencies, or commodities. These “other assets” are commonly referred
to as “underlying assets.” The funds may use derivatives, principally futures contracts, primarily to seek returns on a fund’s otherwise uninvested cash assets.
A derivative instrument generally consists of, is based upon,
or exhibits characteristics similar to options or forward contracts. Options and forward contracts are considered to be the basic “building blocks” of derivatives. For example, forward-based derivatives include forward contracts, as well
as exchange-traded futures. Option-based derivatives include privately negotiated, over-the-counter (OTC) options (including caps, floors, collars, and options on forward and swap contracts) and exchange-traded options on futures. Diverse types of
derivatives may be created by combining options or forward contracts in different ways, and applying these structures to a wide range of underlying assets. Risk management strategies include investment techniques designed to facilitate the sale of
portfolio securities, manage the average duration of the portfolio or create or alter exposure to certain asset classes, such as equity, other debt or foreign securities.
In addition to the derivative instruments and strategies
described in this SAI, the investment adviser expects to discover additional derivative instruments and other investment, hedging or risk management techniques. The investment adviser may utilize these new derivative
instruments and techniques to the extent
that they are consistent with a fund’s investment objective and permitted by a fund’s investment limitations, operating policies and applicable regulatory authorities.
The Commodity Futures Trading Commission (CFTC) regulates the
trading of commodity interests, including certain futures contracts, options, and swaps in which a fund may invest. A fund that invests in commodity interests will generally be subject to certain CFTC regulatory requirements if it is considered a
“commodity pool.” The Trust, on behalf of each fund, has filed a notice of eligibility for exclusion from the definition of the term “commodity pool operator” (CPO) under the Commodity Exchange Act, as amended (CEA), with
respect to each fund’s operation. Therefore, each fund and its investment adviser are not subject to registration or regulation as a CPO under the CEA. If a fund were no longer able to claim the exclusion, the fund’s investment adviser
may be required to register as a CPO and the fund and its investment adviser would be subject to regulation as a CPO under the CEA. If a fund or its investment adviser is subject to CFTC regulation, it may incur additional expenses and/or may choose
to make changes to its investment strategies.
Futures Contracts are instruments that represent an agreement between two parties that obligates one party to buy, and the other party to sell, specific instruments at an
agreed-upon price on a stipulated future date. In the case of futures contracts relating to an index or otherwise not calling for physical delivery at the close of the transaction, the parties usually agree to deliver the final cash settlement price
of the contract. A fund may purchase and sell futures contracts based on securities, securities indices and foreign currencies, interest rates, or any other futures contracts traded on U.S. exchanges or boards of trade that the CFTC licenses and
regulates on foreign exchanges. Although positions are usually marked-to-market on a daily basis with an intermediary (executing broker), there remains a credit risk with the futures exchange.
A fund must maintain a small portion of its assets in cash to
process certain shareholder transactions in and out of it and to pay its expenses. To reduce the effect this otherwise uninvested cash would have on its performance, a fund may purchase futures contracts. Such transactions allow a fund’s cash
balance to produce a return similar to that of the underlying security or index on which the futures contract is based. Also, a fund may purchase or sell futures contracts on a specified foreign currency to “fix” the price in U.S.
dollars of the foreign security it has acquired or sold or expects to acquire or sell. A fund may enter into futures contracts for other reasons as well.
When buying or selling futures contracts, a fund must place a
deposit with its broker equal to a fraction of the contract amount. This amount is known as “initial margin” and must be in the form of liquid assets, including cash, cash-equivalents and U.S. government securities. Subsequent payments
to and from the broker, known as “variation margin” may be made daily, if necessary, as the value of the futures contracts fluctuate. This process is known as “marking-to-market.” The initial margin amount will be returned to
a fund upon termination of the futures contracts assuming all contractual obligations are satisfied. Because margin requirements are normally only a fraction of the amount of the futures contracts in a given transaction, futures trading can involve
a great deal of leverage. To avoid the creation of a senior security, a fund will earmark or segregate liquid assets for any outstanding futures contracts as may be required under the federal securities laws.
While a fund may purchase and sell futures contracts to
simulate full investment, there are risks associated with these transactions. Adverse market movements could cause a fund to experience substantial losses when buying and selling futures contracts. Of course, barring significant market distortions,
similar results would have been expected if the fund had instead transacted in the underlying securities directly. There also is the risk of losing any margin payments held by a broker in the event of its bankruptcy. Additionally, a fund incurs
transaction costs (e.g., brokerage fees) when engaging in futures trading. To the extent a fund also invests in futures to simulate full investment, these same risks apply.
When interest rates are rising or securities
prices are falling, a fund may seek, through the sale of futures contracts, to offset a decline in the value of its current portfolio securities. When interest rates are falling or prices are rising, a fund, through the purchase of futures
contracts, may attempt to secure better rates or prices than might later be available in the market when it effects anticipated purchases. Similarly, a fund may sell futures contracts on a specified currency to protect against a decline in the value
of that currency and its portfolio securities that are denominated in that currency. A fund may purchase futures contracts on a foreign currency to fix the price in U.S. dollars of a security denominated in that currency that a fund has acquired or
expects to acquire.
Futures contracts may
require actual delivery or acquisition of an underlying security or cash value of an index on the expiration date of the contract. In most cases, however, the contractual obligation is fulfilled before the date of the contract by buying or selling,
as the case may be, identical futures contracts. Such offsetting transactions terminate the original contracts and cancel the obligation to take or make delivery of the underlying securities or cash. There may not always be a liquid secondary market
at the time a fund seeks to close out a futures position. If a fund is unable to close out its position and prices move adversely, the fund would have to continue to make daily cash payments to maintain its margin requirements. If a fund had
insufficient cash to meet these requirements it may have to sell portfolio securities at a disadvantageous time or incur extra costs by borrowing the cash. Also, a fund may be required to make or take delivery and incur extra transaction costs
buying or selling the underlying securities. A fund seeks to reduce the risks associated with futures transactions by buying and selling futures contracts that are traded on national exchanges or for which there appears to be a liquid secondary
market.
With respect to futures contracts that are not
legally required to “cash settle,” a fund may cover the open position by setting aside or earmarking liquid assets in an amount equal to the notional value (i.e., the purchase or delivery obligation) of the futures contracts. With
respect to futures contracts that are required to “cash settle,” however, a fund is permitted to set aside or earmark liquid assets in an amount equal to the fund’s daily marked-to-market (net) obligation, if any, (in other words,
the fund’s daily net liability, if any) rather than the notional
value of the futures contracts. By setting aside assets or earmarking equal
to only its net obligation under cash-settled futures, a fund will have the ability to employ leverage to a greater extent than if the fund were required to set aside or earmark assets equal to the full notional value of the futures contract.
Diversification involves
investing in a wide range of securities and thereby spreading and reducing the risks of investment. Each fund is a series of an open-end investment management company with limited redeemability. The funds are diversified exchange-traded funds.
Diversification does not eliminate the risk of market loss. When formed, the Schwab U.S. Dividend Equity ETF was sub-classified as a “non-diversified” fund, as defined in the Investment Company Act of 1940, as amended (the 1940 Act).
However, due to the Schwab U.S. Dividend Equity ETF’s principal investment strategy and investment process, it has historically operated as a “diversified” fund. Therefore, the Schwab U.S. Dividend Equity ETF will not operate in
the future as a “non-diversified” fund without first obtaining shareholder approval, except as allowed pursuant to the 1940 Act and rules or interpretations thereof.
Schwab U.S. Large-Cap Growth ETF — The
fund may become “non-diversified,” as defined under the 1940 Act, solely as a result of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed to track. A fund
that becomes a non-diversified mutual fund means that a relatively high percentage of assets of the fund may be invested in the obligations of a limited number of issuers. The value of shares of the fund may be more susceptible to any single
economic, political or regulatory occurrence than the shares of a diversified investment company would be. The fund intends to be diversified in approximately the same proportion as its index. In addition, the fund intends to diversify its
investments to the extent required to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (the Internal Revenue Code).
Emerging or Developing Markets
(Principal investment for the Schwab Emerging Markets Equity ETF only. Permissible non-principal investment for all other funds.) Emerging or developing markets exist in countries that are considered to be in the
initial stages of industrialization. The risks of investing in these markets are similar to the risks of international investing in general, although the risks are greater in emerging and developing markets. Countries with emerging or developing
securities markets tend to have economic structures that are less stable than countries with developed securities markets. This is because their economies may be based on only a few industries and their securities markets may trade a small number of
securities. Prices on these exchanges tend to be volatile, and securities in these countries historically have offered greater potential for gain (as well as loss) than securities of companies located in developed countries. There are no strict
definitions of what is emerging or developing versus what is considered developed and certain countries are considered emerging or developing in some indices yet developed in others.
A fund’s investments in emerging markets can be
considered speculative, and therefore may offer higher potential for gains and losses than investments in developed markets of the world. With respect to an emerging market country, there may be a greater potential for nationalization, expropriation
or confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or investments in such countries. The economies of
developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange or currency controls, managed adjustments in relative currency values and
other protectionist measures imposed or negotiated by the countries with which they trade.
In addition to the risks of investing in emerging market
country debt securities, a fund’s investment in government or government-related securities of emerging market countries and restructured debt instruments in emerging markets are subject to special risks, including the inability or
unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt, and requests to extend additional loan amounts. A fund may have limited recourse in the event of default on such debt instruments.
Investing in
China involves certain additional risks and considerations not typically associated with investing in other more established economies or securities markets. China based companies that incorporate in the
People’s Republic of China (PRC) can issue different classes of shares depending on where they are listed and which investors are allowed to own them. These are referred to as Class A Shares, Class B shares, and Class H shares, which are all
renminbi-denominated shares that trade in different currencies depending on what stock exchange they are listed on. Class H Shares trade on the Hong Kong Stock Exchange, are quoted and traded in Hong Kong dollars, and have no restrictions on who can
trade them. Class B Shares trade on either the Shanghai or Shenzhen stock exchanges and can only be traded by non-residents of the PRC or residents with appropriate foreign currency dealing accounts. They trade in U.S. dollars on the Shanghai
exchange and in Hong Kong dollars on the Shenzhen exchange. Class A Shares trade on either the Shanghai or Shenzhen exchanges and are quoted in renminbi. Class A Shares may only be traded by residents of the PRC, or under the Qualified Foreign
Institutional Investor (QFII) rules, or through the Stock Connect programs (Shanghai-Hong Kong or Shenzhen-Hong Kong). Finally, China based companies that are controlled by PRC residents or PRC state entities and have a majority of their revenue or
assets in the PRC may incorporate outside the PRC and trade on an exchange outside the PRC in the currency of the exchange. These are referred to as “Red Chip” (Hong Kong), “P Chip” (Hong Kong), “S Chip”
(Singapore), or “N Shares” (United States). The multiplicity of share classes and various restrictions on ownership, in addition to the ability of Chinese regulatory authorities and Chinese issuers to suspend trading and their
willingness to exercise this option in response to market volatility and other events, can significantly impact liquidity and volatility of the Chinese market and the markets for Chinese securities. In addition, to the extent that a fund invests in
China A Shares, there may be legal restrictions imposed by the PRC on the repatriation of assets or proceeds from the sale of China A Shares. Further, there are quotas on the amount China A Shares available either to QFIIs or through the Stock
Connect programs. These quotas are applicable to the entire market, not to a specific fund, but they impact the ability of a fund to implement its investment strategy.
Equity Securities represent
ownership interests in a company, and are commonly called “stocks.” Equity securities historically have outperformed most other securities, although their prices can fluctuate based on changes in a company’s financial condition,
market conditions and political, economic or even company-specific news. When a stock’s price declines, its market value is lowered even though the intrinsic value of the company may not have changed. Sometimes factors, such as economic
conditions or political events, affect the value of stocks of companies of the same or similar industry or group of industries, and may affect the entire stock market.
Types of equity securities include common stocks, preferred
stocks, convertible securities, rights and warrants, depositary receipts, and interests in real estate investment trusts (REITs). (For more information on REITs, see the section titled “Real Estate Investment Trusts” and for more
information on depositary receipts, see the section titled “Depositary Receipts”).
Common Stocks, which are probably the most recognized type of equity security, represent an equity or ownership interest in an issuer and usually entitle the owner to voting rights in the election of the corporation’s directors
and any other matters submitted to the corporation’s shareholders for voting, as well as to receive dividends on such stock. The market value of common stock can fluctuate widely, as it reflects increases and decreases in an issuer’s
earnings. In the event an issuer is liquidated or declares bankruptcy, the claims of bond owners, other debt holders and owners of preferred stock take precedence over the claims of common stock owners. Common stocks are typically categorized by
their market capitalization as large-, mid- or small-cap.
Preferred
Stocks are a permissible non-principal investment for each fund. Preferred stocks represent an equity or ownership interest in an issuer but do not ordinarily carry voting rights, though they may carry limited
voting rights. Preferred stocks normally have preference over the corporation’s assets and earnings, however. For example, preferred stocks have preference over common stock in the payment of dividends. Preferred stocks normally pay dividends
at a specified rate. However, preferred stock may be purchased where the issuer has omitted, or is in danger of omitting, payment of its dividend. Such investments would be made primarily for their capital appreciation potential. In the event an
issuer is liquidated or declares bankruptcy, the claims of bond owners take precedence over the claims of preferred and common stock owners. Certain classes of preferred stock are convertible into shares of common stock of the issuer. By holding
convertible preferred stock, a fund can receive a steady stream of dividends and still have the option to convert the preferred stock to common stock. Preferred stock is subject to many of the same risks as common stock and debt
securities.
Convertible Securities are a permissible non-principal investment for each fund. Convertible securities are typically preferred stocks or bonds that are exchangeable for a
specific number of another form of security (usually the issuer’s common stock) at a specified price or ratio. A convertible security generally entitles the holder to receive interest paid or accrued on bonds or the dividend paid on preferred
stock until the convertible security matures or is redeemed, converted or exchanged. A corporation may issue a convertible security that is subject to redemption after a specified date, and usually under certain circumstances. A holder of a
convertible security that is called for redemption would be required to tender it for redemption to the issuer, convert it to the underlying common stock or sell it to a third party. The convertible structure allows the holder of the convertible
bond to participate in share price movements in the company’s common stock. The actual return on a convertible bond may exceed its stated yield if the company’s common stock appreciates in value and the option to convert to common stocks
becomes more valuable.
Convertible securities
typically pay a lower interest rate than nonconvertible bonds of the same quality and maturity because of the conversion feature. Convertible securities are also rated below investment grade (high yield) or are not rated, and are subject to credit
risk.
Prior to conversion, convertible securities have
characteristics and risks similar to nonconvertible debt and equity securities. In addition, convertible securities are often concentrated in economic sectors, which, like the stock market in general, may experience unpredictable declines in value,
as well as periods of poor performance, which may last for several years. There may be a small trading market for a particular convertible security at any given time, which may adversely impact market price and a fund’s ability to liquidate a
particular security or respond to an economic event, including deterioration of an issuer’s creditworthiness.
Convertible preferred stocks are nonvoting equity securities
that pay a fixed dividend. These securities have a conversion feature similar to convertible bonds, but do not have a maturity date. Due to their fixed income features, convertible securities provide higher income potential than the issuer’s
common stock, but typically are more sensitive to interest rate changes than the underlying common stock. In the event of a company’s liquidation, bondholders have claims on company assets senior to those of shareholders; preferred
shareholders have claims senior to those of common shareholders.
Convertible securities typically trade at prices above their
conversion value, which is the current market value of the common stock received upon conversion, because of their higher yield potential than the underlying common stock. The difference between the conversion value and the price of a convertible
security will vary depending on the value of the underlying common stock and interest rates. When the underlying value of the common stocks declines, the price of the issuer’s convertible securities will tend not to fall as much because the
convertible security’s income potential will act as a price support. While the value of a convertible security also tends to rise when the underlying common stock value rises, it will not rise as much because its conversion value is more
narrow. The value of convertible securities also is affected by changes in interest rates. For example, when interest rates fall, the value of convertible securities may rise because of their fixed income component.
Business Development
Companies (BDCs) are a permissible non-principal investment for each fund. BDCs are closed-end investment companies that have elected to be BDCs under the 1940 Act and are taxed as regulated investment
companies (RICs) under the Internal
Revenue Code of 1986, as amended (the Internal Revenue Code). BDCs operate as
venture capital companies and typically invest in, lend capital to, and provide significant managerial assistance to developing private companies or thinly-traded public companies. Under the 1940 Act, BDCs are required to invest at least 70% of
their total assets primarily in securities of privately-held U.S. companies or thinly-traded U.S. public companies, cash, cash equivalents, U.S. government securities and high quality debt investments that mature in one year or less. In addition, a
BDC may only incur indebtedness in amounts such that the BDC’s coverage ratio of total assets to total senior securities equals at least 200% after such incurrence.
BDCs generally invest in debt securities that are not rated by
a credit rating agency and are considered below investment grade quality (junk bonds). Little public information generally exists for the type of companies in which a BDC may invest and, therefore, there is a risk that investors may not be able to
make a fully informed evaluation of the BDC and its portfolio of investments. In addition, investments made by BDCs are typically illiquid and are difficult to value for purposes of determining a BDC’s net asset value (for more information on
BDCs, see the section titled “Securities of Other Investment Companies”).
Rights and
Warrants are a permissible non-principal investment for each fund. Rights and warrants are types of securities that entitle the holder to purchase a proportionate amount of common stock at a specified price
for a specific period of time. Rights allow a shareholder to buy more shares directly from the company, usually at a price somewhat lower than the current market price of the outstanding shares. Warrants are usually issued with bonds and preferred
stock. Rights and warrants can trade on the market separately from the company’s stock. The prices of rights and warrants do not necessarily move parallel to the prices of the underlying common stock. Rights usually expire within a few weeks
of issuance, while warrants may not expire for several years. If a right or warrant is not exercised within the specified time period, it will become worthless and a fund will lose the purchase price it paid for the right or warrant and the right to
purchase the underlying security.
Initial Public Offering. As part of its non-principal investment strategy, each fund may purchase shares issued as part of, or a short period after, a company’s
initial public offering (IPOs), and may at times dispose of those shares shortly after their acquisition. A fund’s purchase of shares issued in IPOs exposes it to the risks associated with companies that have little operating history as public
companies, as well as to the risks inherent in those sectors of the market where these new issuers operate. The market for IPO issuers has been volatile, and share prices of newly-public companies have fluctuated significantly over short periods of
time.
Master Limited
Partnerships (MLPs). As part of its non-principal investment strategy, each fund may purchase units of MLPs. MLPs are limited partnerships or limited liability companies, whose partnership units or limited
liability interests are listed and traded on a U.S. securities exchange, and are treated as publicly traded partnerships for federal income tax purposes. To qualify to be treated as a partnership for tax purposes, an MLP must receive at least 90% of
its income from qualifying sources as set forth in Section 7704(d) of the Internal Revenue Code. These qualifying sources include activities such as the exploration, development, mining, production, processing, refining, transportation, storage and
marketing of mineral or natural resources. MLPs generally have two classes of owners, the general partner and limited partners. MLPs that are formed as limited liability companies generally have two analogous classes of owners, the managing member
and the members. For purposes of this section, references to general partners also apply to managing members and references to limited partners also apply to members. The general partner is typically owned by a major energy company, an investment
fund, the direct management of the MLP or is an entity owned by one or more of such parties. The general partner may be structured as a private or publicly traded corporation or other entity. The general partner typically controls the operations and
management of the MLP through an equity interest of as much as 2% in the MLP plus, in many cases, ownership of common units and subordinated units. Limited partners own the remainder of the MLP through ownership of common units and have a limited
role in the MLP’s operations and management.
MLPs are typically structured such that common units and
general partner interests have first priority to receive quarterly cash distributions up to an established minimum amount (minimum quarterly distributions or MQD). Common and general partner interests also accrue arrearages in distributions to the
extent the MQD is not paid. Once common and general partner interests have been paid, subordinated units receive distributions of up to the MQD; however, subordinated units do not accrue arrearages. Distributable cash in excess of the MQD paid to
both common and subordinated units is distributed to both common and subordinated units generally on a pro rata basis. The general partner is also eligible to receive incentive distributions if the general partner operates the business in a manner
which results in distributions paid per common unit surpassing specified target levels. As the general partner increases cash distributions to the limited partners, the general partner receives an increasingly higher percentage of the incremental
cash distributions. A common arrangement provides that the general partner can reach a tier where it receives 50% of every incremental dollar paid to common and subordinated unit holders. These incentive distributions encourage the general partner
to streamline costs, increase capital expenditures and acquire assets in order to increase the partnership’s cash flow and raise the quarterly cash distribution in order to reach higher tiers. Such results benefit all security holders of the
MLP.
General partner interests of MLPs are typically
retained by an MLP’s original sponsors, such as its founders, corporate partners, entities that sell assets to the MLP and investors such as the funds. A holder of general partner interests can be liable under certain circumstances for amounts
greater than the amount of the holder’s investment in the general partner interest. General partner interests often confer direct board participation rights and in many cases, operating control, over the MLP. These interests themselves are not
publicly traded, although they may be owned by publicly traded entities. General partner interests receive cash distributions, typically 2% of the MLP’s aggregate cash distributions, which are contractually defined in the partnership
agreement. In addition, holders of general partner interests typically hold incentive distribution rights, which provide them with a larger share of the aggregate MLP cash distributions as the distributions to limited partner unit holders are
increased to prescribed levels. General partner interests generally cannot be converted into common units. The general
partner interest can be redeemed by the MLP if the MLP unitholders choose to
remove the general partner, typically with a supermajority vote by limited partner unitholders.
Exchange-Traded Funds (ETFs)
such as the funds or Standard and Poor’s Depositary Receipts (SPDRs) Trusts, are investment companies that typically are registered under the 1940 Act as open-end funds (as is the funds’ case) or unit investment trusts (UITs). ETFs are
actively traded on national securities exchanges and are generally based on specific domestic and foreign market indices. Shares of an ETF may be bought and sold throughout the day at market prices, which may be higher or lower than the
shares’ net asset value. Market prices of ETF shares will fluctuate, sometimes rapidly and materially, in response to various factors including changes in the ETF’s net asset value, the value of ETF holdings, and supply of and demand for
ETF shares. Although the creation/redemption feature of ETFs generally makes it more likely that ETF shares will trade close to their net asset value, market volatility, lack of an active trading market for ETF shares, disruptions at market
participants (such as Authorized Participants or market makers) and any disruptions in the ordinary functioning of the creation/redemption process may result in ETF shares trading significantly above (at a “premium”) or below (at a
“discount”) their net asset value. An ETF’s investment results are based on the ETF’s daily net asset value. Investors transacting in ETF shares in the secondary market, where market prices may differ from net asset value,
may experience investment results that differ from results based on the ETF’s daily net asset value. An “index-based ETF” seeks to track the performance of an index by holding in its portfolio either the contents of the index or a
representative sample of the securities in the index. Because ETFs are based on an underlying basket of stocks or an index, they are subject to the same market fluctuations as these types of securities in volatile market swings. ETFs, like mutual
funds, have expenses associated with their operation, including advisory fees. When a fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses.
As with any exchange listed security, ETF shares purchased in the secondary market are subject to customary brokerage charges.
Foreign Securities (Principal
investment of the Schwab International Equity ETF, Schwab International Small-Cap Equity ETF and Schwab Emerging Markets Equity ETF only. Permissible non-principal investment for all other funds). Investments in foreign securities involve additional
risks, including foreign currency exchange rate risks, because they are issued by foreign entities, including foreign governments, banks and corporations or because they are traded principally overseas. A fund’s investments in foreign
securities may include securities of issuers domiciled in a foreign jurisdiction but which are listed on a U.S. exchange and included in the fund’s index, as well as securities generally available in foreign markets. Foreign securities in
which a fund may invest include those issued by foreign entities that may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. corporations. In addition,
there may be less publicly available information about foreign entities. Foreign economic, political and legal developments, as well as fluctuating foreign currency exchange rates and withholding taxes, could have more dramatic effects on the value
of foreign securities. For example, conditions within and around foreign countries, such as the possibility of expropriation or confiscatory taxation, political or social instability, diplomatic developments, the imposition of trade sanctions,
change of government or war could affect the value of foreign investments. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation,
capital reinvestment, resource self-sufficiency and balance of payments position.
Foreign securities typically have less volume and are
generally less liquid and more volatile than securities of U.S. companies. Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on U.S. exchanges, although a fund will endeavor to achieve the most
favorable overall results on portfolio transactions. There is generally less government supervision and regulation of foreign securities exchanges, brokers, dealers and listed companies than in the United States, thus increasing the risk of delayed
settlements of portfolio transactions or loss of certificates for portfolio securities. There may be difficulties in obtaining or enforcing judgments against foreign issuers as well. Bankruptcy laws in some foreign countries are sometimes biased to
the borrowers and against the creditors. These factors and others may increase the risks with respect to the liquidity of a fund, and its ability to meet a large number of shareholder redemption requests.
In addition, a fund’s investments in foreign securities
may be subject to economic sanctions or other government restrictions. These restrictions may negatively impact the value or liquidity of a fund’s investments, and could impair a fund’s ability to meet its investment objective or invest
in accordance with its investment strategy. For example, a fund may be prohibited from investing in securities issued by companies subject to such restrictions, which could interfere with the fund’s ability to invest primarily in the
securities of its index. In addition, these restrictions may require a fund to freeze its existing investments in certain foreign securities, which would prohibit the fund from buying, selling, receiving or delivering those securities or other
financial instruments. As a result, such restrictions may limit a fund’s ability to meet a large number of shareholder redemption requests.
International trade tensions may arise from time to time which
could result in trade tariffs, embargos or other restrictions or limitations on trade. The imposition of any actions on trade could trigger a significant reduction in international trade, an oversupply of certain manufactured goods, substantial
price reductions of goods and possible failure of individual companies or industries which could have a negative impact on a fund’s performance. Events such as these are difficult to predict and may or may not occur in the future.
Foreign markets also have different clearance and settlement
procedures and, in certain markets, there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Such delays in settlement could result in
temporary periods when a portion of the assets of a fund is uninvested and no return is earned thereon. The inability to make
intended security purchases due to settlement problems could cause a fund to
miss attractive investment opportunities. Losses to a fund arising out of the inability to fulfill a contract to sell such securities also could result in potential liability for a fund.
Investments in the securities of foreign issuers may be made
and held in foreign currencies. In addition, a fund may hold cash investments in foreign currencies. These investments may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations, and may cause a fund to
incur costs in connection with conversions between various currencies. The rate of exchange between the U.S. dollar and other currencies is determined by the forces of supply and demand in the foreign exchange market as well as by political and
economic factors. Changes in the foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities, and net investment income and gains, if any, to be distributed to
shareholders by a fund.
During the 2008-2009 global
financial crisis, financial markets in Europe experienced significant volatility due, in part, to concerns about rising levels of government debt and the prevalence of increased budget deficits. As a result, many economies in the region suffered
through prolonged economic downturns. Due to the economic integration of the region, another economic downturn in one European country may have a negative impact on the economies of other European countries. As a fund may hold investments in issuers
that are located in Europe or that depend on revenues generated from operations in Europe, any material negative developments in Europe could have a negative impact on the value and liquidity of these investments, which could harm a fund’s
performance.
In a 2016 referendum, citizens of the United
Kingdom (the UK) voted to withdraw from the European Union (the EU), which caused significant volatility in global financial markets. The UK has formally notified the European Council of its intention to withdraw from the EU (commonly referred to as
“Brexit”) by invoking article 50, which triggered negotiations on the terms of Brexit. There is significant uncertainty regarding the final terms and consequences of Brexit. During this period of uncertainty, the UK and European
economies and the broader global economy may experience increased volatility and illiquidity, and companies that conduct a significant amount of business in the UK or Europe may experience lower revenue and/or profit growth, all of which may
adversely affect the value of a fund’s investments. Brexit also may cause additional member states to contemplate departing the EU, which would likely perpetuate political and economic instability in the region and cause additional market
disruption in global financial markets.
Foreign
Institutions (Principal investment of the Schwab International Equity ETF, Schwab International Small-Cap Equity ETF and Schwab Emerging Markets Equity ETF only. Permissible non-principal investment for all other
funds). Investments in foreign institutions involve additional risks. The funds may invest in U.S. dollar-denominated securities issued by foreign institutions or securities that are subject to credit or liquidity enhancements provided by foreign
institutions. Foreign institutions may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements that are comparable to those applicable to U.S. corporations. In addition, there may be less publicly
available information about foreign entities. Foreign economic, political and legal developments could have effects on the value of securities issued or supported by foreign institutions. For example, conditions within and around foreign countries,
such as the possibility of expropriation or confiscatory taxation, political or social instability, diplomatic developments, change of government or war could affect the value of these securities. In addition, there may be difficulties in obtaining
or enforcing judgments against foreign institutions that issue or support securities in which a fund may invest. These factors and others may increase the risks with respect to the liquidity of the fund, and its ability to meet a large number of
shareholder redemption requests.
Indexing
Strategies involve tracking the securities represented in, and therefore the performance of, an index. Each fund normally will invest primarily in the securities of its index. Moreover, each fund seeks to invest so
that its portfolio performs similarly to that of its index. Each fund will seek to achieve over time a correlation between its performance and that of its index, before fees and expenses, of 0.95 or better. Correlation for each fund is calculated
using daily returns, according to a mathematical formula which measures correlation between a fund’s portfolio and index returns. Each fund may rebalance its holdings in order to track its index more closely. A perfect correlation of 1.0 is
unlikely as the funds incur operating and trading expenses unlike their indices. In the event its intended correlation is not achieved, the Board will consider alternative arrangements for each fund.
There can be no guarantee that the
performance of a fund will achieve a high degree of correlation with that of its index. A number of factors may affect a fund’s ability to achieve a high correlation with its index, including the degree to which the fund utilizes a sampling
technique. The correlation between the performance of a fund and its index may also diverge due to transaction costs, asset valuations, corporate actions (such as mergers and spin-offs), timing variances, and differences between the fund’s
portfolio and the index resulting from legal restrictions (such as diversification requirements) that apply to the fund but not to the index.
Mid-Cap Stocks (Principal
investment for the Schwab U.S. Broad Market ETF, Schwab 1000 Index ETF, Schwab U.S. Mid-Cap ETF, Schwab U.S. Dividend Equity ETF, Schwab International Equity ETF, and Schwab Emerging Markets Equity ETF. Permissible non-principal investment for each
other fund.) Mid-Cap Stocks include common stocks issued by operating companies with market capitalizations that place them between the upper and lower end of the stock market, as well as the stocks of companies that are determined to be mid-sized
based on several factors, including the capitalization of the company and the amount of revenues. REITs and other real estate companies may be small- to medium-sized companies in relation to the equity markets as a whole. Historically, mid-cap
stocks have been riskier than large-cap stocks. Mid-cap companies themselves may be more vulnerable to adverse business or economic events than larger, more established companies. Stock prices of mid-sized companies may be based in substantial part
on future expectations rather than current achievements and may move sharply, especially during market upturns and downturns. During a period when mid-cap stocks fall behind other types of investments—large-cap stocks, for instance—the
fund’s mid-cap holdings could reduce performance.
Mid-cap companies may have less certain growth prospects and
are typically less diversified and less able to withstand changing economic conditions than larger capitalized companies. Mid-cap companies also may have more limited product lines, markets or financial resources than companies with larger
capitalizations, and may be more dependent on a relatively smaller management group. In addition, mid-cap companies may not be well known to the investing public, may not have institutional ownership and may have only cyclical, static or moderate
growth prospects. Mid-cap company stocks may pay low or no dividends. These factors and others may cause sharp changes in the value of a mid-cap company’s stock, and even cause some mid-cap companies to fail. While mid-cap stocks are generally
considered to offer greater growth opportunities for investors than large-cap stocks, they involve greater risks and the share price of a fund that invests in mid-cap stocks may change sharply during the short term and long term.
Money Market Securities. The
funds must keep a portion of their assets in cash for business operations. In order to reduce the effect this otherwise uninvested cash would have on performance, a fund may invest in money market securities. Money market securities are
high-quality, short term debt securities that may be issued by entities such as the U.S. government, corporations and financial institutions (like banks). Money market securities include commercial paper, certificates of deposit, banker’s
acceptances, notes and time deposits. Certificates of deposit and time deposits are issued against funds deposited in a banking institution for a specified period of time at a specified interest rate. Banker’s acceptances are credit
instruments evidencing a bank’s obligation to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay the full amount of the instrument upon maturity. Commercial paper consists
of short term, unsecured promissory notes issued to finance short term credit needs.
Money market securities pay fixed-,
variable- or floating-rates of interest and are generally subject to credit and interest rate risks. The maturity date or price of and financial assets collateralizing a security may be structured in order to make it qualify as or act like a money
market security. These securities may be subject to greater credit and interest rate risks than other money market securities because of their structure. Money market securities may be issued with puts or sold separately; these puts, which are
sometimes called demand features or guarantees, are agreements that allow the buyer to sell a security at a specified price and time to the seller or “put provider.” When a fund buys a put, losses could occur as a result of the costs of
the put or if it exercises its rights under the put and the put provider does not perform as agreed. Standby commitments are types of puts.
A fund may keep a portion of its assets in cash for business
operations. To reduce the effect this otherwise uninvested cash would have on its performance, a fund may invest in money market securities. A fund may also invest in money market securities to the extent it is consistent with its investment
objective.
Bankers’
Acceptances or Notes are credit instruments evidencing a bank’s obligation to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay
the full amount of the instrument upon maturity. A fund will invest only in bankers’ acceptances of banks that have capital, surplus and undivided profits in excess of $100 million.
Certificates of
Deposit or Time Deposits are issued against funds deposited in a banking institution for a specified period of time at a specified interest rate. A fund will invest only in certificates of deposit of banks
that have capital, surplus and undivided profits in the aggregate in excess of $100 million.
Commercial
Paper consists of short term, promissory notes issued by banks, corporations and other institutions to finance short term credit needs. These securities generally are discounted but sometimes may be interest
bearing. Commercial paper, which also may be unsecured, is subject to credit risk.
Fixed Time
Deposits are bank obligations payable at a stated maturity date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal
penalties, which vary depending upon market conditions and the remaining maturity of the obligation. There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although there is no
market for such deposits. A fund will not invest in fixed time deposits that (1) are not subject to prepayment or (2) provide for withdrawal penalties upon prepayment (other than overnight deposits) if, in the aggregate, more than 15% of its net
assets would be invested in such deposits, repurchase agreements maturing in more than seven days and other illiquid assets.
Promissory
Notes are written agreements committing the maker or issuer to pay the payee a specified amount either on demand or at a fixed date in the future, with or without interest. These are sometimes called
negotiable notes or instruments and are subject to credit risk. Bank notes are notes used to represent obligations issued by banks in large denominations.
Securities Lending of portfolio securities is a common practice in the securities industry. A fund may engage in security lending arrangements. When a fund is lending portfolio securities, the fund may receive cash collateral, and it may
invest it in short term, interest-bearing obligations, including cash collateral funds, but will do so only to the extent that it will not lose the tax treatment available to regulated investment companies. Lending portfolio securities involves
risks that the borrower may fail to return the securities or provide additional collateral. Also, voting rights with respect to the loaned securities may pass with the lending of the securities and efforts to recall such securities promptly may be
unsuccessful, especially for foreign securities. Securities lending involves the risk of loss of rights in, or delay in recovery of, the loaned securities if the borrower fails to return the security loaned or becomes insolvent. A fund will also
bear the risk of any decline in value of securities acquired with cash collateral.
A fund may loan portfolio securities to
qualified broker-dealers or other institutional investors provided: (1) the loan is secured continuously by collateral consisting of U.S. government securities, letters of credit, cash or cash equivalents or other permitted instruments maintained on
a daily marked-to-market basis in an amount at least equal to the current market value of the securities loaned; (2) a fund may at any time call the loan and obtain the return of the securities loaned; (3) a fund will receive payments in lieu of any
interest or dividends paid on the loaned securities; and (4) the aggregate market value of securities loaned will not at any time exceed one-third of the total assets of a fund, including collateral received from the loan (at market value computed
at the time of the loan).
Although voting rights with
respect to loaned securities pass to the borrower, the lender retains the right to recall a security (or terminate a loan) for the purpose of exercising the security’s voting rights. Efforts to recall such securities promptly may be
unsuccessful, especially for foreign securities or thinly traded securities such as small-cap stocks. In addition, because recalling a security may involve expenses to a fund, it is expected that a fund will do so only where the items being voted
upon are, in the judgment of the investment adviser, either material to the economic value of the security or threaten to materially impact the issuer’s corporate governance policies or structure.
To the extent a fund participates in securities lending under
the current securities lending agreements with unaffiliated lending agents, costs and expenses, including agent fees, associated with securities lending activities under the securities lending program paid to the unaffiliated lending agents start at
10% of gross lending revenue, with subsequent breakpoints to a low of 7.5%. In this context, the gross lending revenue equals the income received from the investment of cash collateral and fees paid by borrowers less any rebates paid to borrowers.
Any expenses charged by the cash collateral fund are in addition to these fees. All remaining revenue is retained by the fund, as applicable. No portion of the lending revenue is paid to or retained by CSIM or any affiliate of CSIM.
Securities of Other Investment Companies. Investment companies generally offer investors the advantages of diversification and professional investment management, by combining shareholders’ money and investing it in securities such as stocks, bonds and
money market instruments. Investment companies include: (1) open-end funds (commonly called mutual funds) that issue and redeem their shares on a continuous basis; (2) BDCs that generally invest in, and provide services to, privately-held companies
or thinly-traded public companies (see the sub-section titled “Business Development Companies” under the section titled “Equity Securities” for more information); (3) closed-end funds that offer a fixed number of shares, and
are usually listed on an exchange; (4) UITs that generally offer a fixed number of redeemable shares; and (5) money market funds that typically seek current income by investing in money market securities (see the section titled “Money Market
Securities” for more information). Certain open-end funds, closed-end funds and UITs are traded on exchanges.
To the extent a fund invests, or has invested, in shares of
other investment companies, including BDCs, during its prior fiscal year, the fund, pursuant to U.S. Securities and Exchange Commission (SEC) rules, must disclose any material fees and expenses indirectly incurred by the fund as a result of such
investments. These indirect fees and expenses, to the extent incurred, will appear in the fee table of the fund’s prospectus as a separate line item captioned “Acquired Fund Fees and Expenses.”
Unlike securities of other investments companies, BDCs may be
included in various indices by index providers. As a result, particularly to the extent a fund seeks to track the total return of its index by replicating the index (rather than employing sampling techniques), a fund may hold securities of BDCs and
may be required to disclose Acquired Fund Fees and Expenses.
Investment companies may make investments and use techniques
designed to enhance their performance. These may include delayed-delivery and when-issued securities transactions; swap agreements; buying and selling futures contracts, illiquid, and/or restricted securities and repurchase agreements; and borrowing
or lending money and/or portfolio securities. The risks of investing in a particular investment company will generally reflect the risks of the securities in which it invests and the investment techniques it employs. Also, investment companies
charge fees and incur expenses.
The funds may buy
securities of other investment companies, including those of foreign issuers in compliance with the requirements of federal law or any SEC exemptive order. A fund may invest in investment companies that are not registered with the SEC or privately
placed securities of investment companies (which may or may not be registered), such as hedge funds and offshore funds. Unregistered funds are largely exempt from the regulatory requirements that apply to registered investment companies. As a
result, unregistered funds may have a greater ability to make investments, or use investment techniques, that offer a higher potential investment return (for example, leveraging), but which may carry high risk. Unregistered funds, while not
regulated by the SEC like registered funds, may be indirectly supervised by the financial institutions (e.g., commercial and investment banks) that may provide them with loans or other sources of capital. Investments in unregistered funds may be
difficult to sell, which could cause a fund selling an interest in an unregistered fund to lose money. For example, many hedge funds require their investors to hold their investments for at least one year.
Federal law restricts the ability of one registered investment
company to invest in another. As a result, the extent to which a fund may invest in another investment company may be limited. With respect to investments in certain other investment companies (most typically ETFs), the funds may rely on an
exemption from the limitations of the 1940 Act granted by the SEC to such other investment companies that restrict the amount of securities of those investment companies a fund may hold, provided that certain conditions are met. The conditions
requested by the SEC were designed to address certain abuses perceived to be associated with funds of funds, including unnecessary costs (such as sales loads, advisory fees and administrative costs), and undue influence by a fund of funds over the
underlying fund. The conditions apply only when a fund and its affiliates in the aggregate own more than 3% of the outstanding shares of any one underlying fund.
Under the terms of the exemptive order, each fund and its
affiliates may not control a non-affiliated underlying fund. Under the 1940 Act, any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company is assumed to control
that company. This limitation is measured at the time the investment is made. The funds do not currently intend to take advantage of this exemptive order because the funds are not “funds of funds.”
Small-Cap Stocks (Principal
investment for the Schwab U.S. Broad Market ETF, Schwab U.S. Small-Cap ETF, Schwab U.S. Dividend Equity ETF and Schwab International Small-Cap Equity ETF only. Permissible non-principal investment for each other fund.) Small-cap stocks include
common stocks issued by operating companies with market capitalizations that place them at the lower end of the stock market, as well as the stocks of companies that are determined to be small based on several factors, including the capitalization
of the company and the amount of revenues. REITs and other real estate companies may be small- to medium-sized companies in relation to the equity markets as a whole. Historically, small company stocks have been riskier than stocks issued by large-
or mid-cap companies for a variety of reasons. Small-companies may have less certain growth prospects and are typically less diversified and less able to withstand changing economic conditions than larger capitalized companies. Small-cap companies
also may have more limited product lines, markets or financial resources than companies with larger capitalizations, and may be more dependent on a relatively small management group. In addition, small-cap companies may not be well known to the
investing public, may not have institutional ownership and may have only cyclical, static or moderate growth prospects. Most small company stocks pay low or no dividends.
These factors and others may cause sharp changes in the value
of a small company’s stock, and even cause some small-cap companies to fail. Additionally, small-cap stocks may not be as broadly traded as large- or mid-cap stocks, and a fund’s positions in securities of such companies may be
substantial in relation to the market for such securities. Accordingly, it may be difficult for a fund to dispose of securities of these small-cap companies at prevailing market prices to meet redemptions. This lower degree of liquidity can
adversely affect the value of these securities. For these reasons and others, the value of a fund’s investments in small-cap stocks is expected to be more volatile than other types of investments, including other types of stock investments.
While small-cap stocks are generally considered to offer greater growth opportunities for investors, they involve greater risks and the share price of a fund that invests in small-cap stocks may change sharply during the short term and long
term.
Stock Substitution Strategy is a strategy, whereby each fund may, in certain circumstances, substitute a similar stock for a security in its index. For example, a stock issued by a foreign corporation and included in a fund’s index may not
be available for purchase by the fund because the fund does not reside in the foreign country in which the stock was issued. However, the foreign corporation may have issued a series of stock that is sold only to foreign investors such as a fund. In
these cases, a fund may buy that issue as a substitute for the security included in its index. Each fund may invest up to 10% of its assets in stocks that are designed to substitute for securities in its index.
U.S. Government Securities are
issued by the U.S. Treasury or issued or guaranteed by the U.S. government or any of its agencies or instrumentalities. Not all U.S. government securities are backed by the full faith and credit of the U.S. government. Some U.S. government
securities, such as those issued by the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), the Student Loan Marketing Association (Sallie Mae) and the Federal Home Loan Banks (FHLB), are
supported by a line of credit the issuing entity has with the U.S. Treasury. Securities issued by other issuers are supported solely by the credit of the issuing agency or instrumentality such as obligations issued by the Federal Farm Credit Banks
Funding Corporation. There can be no assurance that the U.S. government will provide financial support to U.S. government securities of its agencies and instrumentalities if it is not obligated to do so under law. U.S. government securities,
including U.S. Treasury securities, are among the safest securities, however, not unlike other debt securities, they are still sensitive to interest rate changes, which will cause their yields and prices to fluctuate.
On September 7, 2008, the U.S. Treasury announced a federal
takeover of Fannie Mae and Freddie Mac, placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1 billion of senior preferred stock of each instrumentality and obtained warrants for the
purchase of common stock of each instrumentality. Under these Senior Preferred Stock Purchase Agreements (SPAs), the U.S. Treasury has pledged to provide up to $100 billion per instrumentality as needed, including the contribution of cash capital to
the instrumentalities in the event their liabilities exceed their assets. On May 6, 2009, the U.S. Treasury increased its maximum commitment to each instrumentality under the SPAs to $200 billion per instrumentality. On December 24, 2009, the U.S.
Treasury further amended the SPAs to allow the cap on the U.S. Treasury’s funding commitment to increase as necessary to accommodate any cumulative reduction in Fannie Mae’s and Freddie Mac’s net worth through the end of 2012. On
August 17, 2012, the U.S. Treasury announced that it was again amending the SPAs to terminate the requirement that Fannie Mae and Freddie Mac each pay a 10% dividend annually on all amounts received under the funding commitment. Instead, they will
transfer to the U.S. Treasury on a quarterly basis all profits earned during a quarter that exceed a capital reserve amount of $3 billion. The new amendment is designed to put Fannie Mae and Freddie Mac in a better position to service their debt
because Fannie Mae and Freddie Mac no longer have to borrow from the U.S. Treasury to make fixed dividend payments. Under the new arrangement, Fannie Mae and Freddie Mac are required to reduce their investment portfolios over time.
The actions of the U.S. Treasury are intended to ensure that
Fannie Mae and Freddie Mac maintain a positive net worth and meet their financial obligations preventing mandatory triggering of receivership. No assurance can be given that the U.S. Treasury initiatives will be successful. The future for Fannie Mae
and Freddie Mac remains uncertain. The U.S. Congress continues to evaluate proposals to reduce the U.S. government’s role in the mortgage market and to wind down, restructure, consolidate, or privatize Fannie Mae and Freddie Mac. Should the
federal government adopt any such proposal, the value of a fund’s investments in securities issued by Fannie Mae or Freddie Mac would be impacted.
Although the risk of default with U.S. government securities is considered
unlikely, any default on the part of a portfolio investment could cause a fund’s share price or yield to fall.
The risk of default may be heightened when there is
uncertainty relating to negotiations in the U.S. Congress over increasing the statutory debt ceiling. If the U.S. Congress is unable to negotiate an increase to the statutory debt ceiling, the U.S. government may default on certain U.S. government
securities including those held by a fund, which could have an adverse impact on the fund. In recent years, the long-term credit rating of the U.S. government was downgraded by a major rating agency as a result of concern about the U.S.
government’s budget deficit and rising debt burden. Similar downgrades in the future could increase volatility in domestic and foreign financial markets, result in higher interest rates, lower prices of U.S. Treasury securities and increase
the costs of different kinds of debt. Although remote, it is at least theoretically possible that under certain scenarios the U.S. government could default on its debt, including U.S. Treasury securities.
Non-Principal Investment Strategies
The following investments may be used as part of each
fund’s non-principal investment strategy:
Borrowing. A fund may borrow money from banks or through the Schwab Funds interfund borrowing and lending facility (as described below) for any purpose in an amount up to 1/3 of the fund’s total assets (not including
temporary borrowings of 5% or less for only the Schwab U.S. Mid-Cap ETF and the Schwab U.S. Dividend Equity ETF). A fund may borrow for temporary or emergency purposes; for example, a fund may borrow at times to meet redemption requests rather than
sell portfolio securities to raise the necessary cash. Provisions of the 1940 Act, as amended, require the funds to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of
the amount borrowed, with an exception for certain temporary or emergency borrowings not exceeding 5% of the fund’s total assets. If the 300% asset coverage should decline as a result of market fluctuations or other reasons, the funds may be
required to sell some of its portfolio holdings within three days (not including Sundays and holidays) to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at
that time.
A fund’s borrowings will be
subject to interest costs. Borrowing can also involve leveraging when securities are purchased with the borrowed money. Leveraging creates interest expenses that can exceed the income from the assets purchased with the borrowed money. In addition,
leveraging may magnify changes in the net asset value of a fund’s shares and in its portfolio yield. A fund will earmark or segregate assets to cover such borrowings in accordance with positions of the SEC. If assets used to secure a borrowing
decrease in value, a fund may be required to pledge additional collateral to avoid liquidation of those assets.
A fund may establish lines-of-credit (lines) with certain
banks by which it may borrow funds for temporary or emergency purposes. A borrowing is presumed to be for temporary or emergency purposes if it is repaid by a fund within 60 days and is not extended or renewed. A fund may use the lines to meet large
or unexpected redemptions that would otherwise force a fund to liquidate securities under circumstances which are unfavorable to a fund’s remaining shareholders. A fund will pay a fee to the bank for using the lines.
Delayed-Delivery Transactions
include purchasing and selling securities on a delayed-delivery or when-issued basis. These transactions involve a commitment to buy or sell specific securities at a predetermined price or yield, with payment and delivery taking place after the
customary settlement period for that type of security. When purchasing securities on a delayed-delivery basis, a fund assumes the rights and risks of ownership, including the risk of price and yield fluctuations. Typically, no interest will accrue
to a fund until the security is delivered. A fund will earmark or segregate appropriate liquid assets to cover its delayed-delivery purchase obligations. When a fund sells a security on a delayed-delivery basis, a fund does not participate in
further gains or losses with respect to that security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, a fund could suffer losses.
Foreign Currency Transactions (Non-principal investments of the Schwab International Equity ETF, the Schwab International Small-Cap Equity ETF and the Schwab Emerging Markets Equity ETF only). A fund may invest in foreign currency-denominated
securities, purchase and sell foreign currency options and foreign currency futures contracts and related options and engage in foreign currency transactions on a spot (cash) basis at the rate prevailing in the currency exchange market at the time.
A fund may engage in these transactions to protect against uncertainty in the level of future foreign exchange rates in the purchase and sale of securities. A fund may also use foreign currency options and futures to increase exposure to a foreign
currency or to shift exposure to foreign currency fluctuations from one country to another.
Buying and selling foreign currency options and foreign
currency futures contracts and related options involves costs and may result in losses. The ability of a fund to engage in these transactions may be limited by tax considerations. Although these techniques tend to minimize the risk of loss due to
declines in the value of the hedged currency, they tend to limit any potential gain that might result from an increase in the value of such currency. Transactions in these contracts involve certain other risks. Unanticipated fluctuations in currency
prices may result in a poorer overall performance for a fund than if it had not engaged in any such transactions. Moreover, there may be imperfect correlation between a fund’s holdings of securities denominated in a particular currency and the
currency transactions into which a fund enters. Such imperfect correlation may cause a fund to sustain losses, which will prevent it from achieving a complete hedge or expose it to risk of foreign exchange loss. A funds’ transactions in
foreign currency exchange contracts may cause a portion of the fund’s distributions to constitute returns of capital for tax purposes.
Suitable hedging transactions may not be available in all
circumstances and there can be no assurance that a fund will engage in such transactions at any given time or from time to time. Also, such transactions may not be successful and may eliminate any chance for a fund to benefit from favorable
fluctuations in relevant foreign currencies.
A fund may
buy or sell foreign currency options and foreign currency futures contracts and related options under the same circumstances, and such use is subject to the same risks and costs, as those set forth in the sub-section “Futures Contracts”
(under the section titled “Derivative Instruments”) with respect to the fund’s use of forward foreign currency exchange contracts.
Illiquid Securities or Investments means any investment that a fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of
the investment. The liquidity of a fund’s investments is monitored under the supervision and direction of the Board and is governed by the 1940 Act and rules promulgated thereunder, which limits acquisition of illiquid investments such that no
more than 15% of a fund’s net assets may be held in illiquid investments immediately after the acquisition. Investments currently not considered liquid include, among others, repurchase agreements not maturing within seven days that are not
subject to a demand feature of seven days or less and certain restricted securities. Any investment may become illiquid at times of market dislocation.
Interfund Borrowing and Lending. A fund may borrow money from and/or lend money to other funds in the Fund Complex as defined under “Management of the Funds,” including traditional mutual funds/portfolios not discussed in this SAI or in the
corresponding prospectus. All loans are for temporary or emergency purposes and the interest rates to be charged will be the average of the overnight repurchase agreement rate and the short-term bank loan rate. All loans are subject to numerous
conditions designed to ensure fair and equitable treatment of all participating funds. These conditions include, for example, that a fund’s participation in the credit facility must be consistent with its investment policies and limitations
and organizational documents; no fund may lend to another fund through the interfund lending facility if the loan would cause the aggregate outstanding loans through the credit facility to exceed 15% of the lending fund’s current net assets at
the time of the loan; and that a fund’s interfund loans to any one fund shall not exceed 5% of the lending fund’s net assets. With respect to the funds discussed in this SAI, a fund lending to another fund may forego gains which could
have been made had those assets been invested in securities of its applicable underlying index. The interfund lending facility is subject to the oversight and periodic review of the Board.
Non-Publicly Traded Securities and Private Placements. A fund may receive securities that are neither listed on a stock exchange nor traded over-the-counter, including privately placed securities. Such unlisted securities may involve a higher degree of business and
financial risk that can result in substantial losses. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. Although these securities may be sold in privately negotiated
transactions, the prices realized from these sales could be less than those originally paid by a fund or less than what may be considered the fair value of such securities. Furthermore, companies whose securities are not publicly traded may not be
subject to the disclosure and other investor protection requirements which might be applicable if their securities were publicly traded. If such securities are required to be registered under the securities laws of one or more jurisdictions before
being sold, a fund may be required to bear the expenses of registration. Though the funds do not intend to purchase these securities, they may receive such securities as a result of another transaction, such as the spin-off of a company’s
subsidiary to a separate entity.
Real Estate
Investment Trusts (REITs) are pooled investment vehicles, which invest primarily in income producing real estate or real estate related loans or interests and, in some cases, manage real estate. REITs are sometimes
referred to as equity REITs, mortgage REITs or hybrid REITs. An equity REIT invests primarily in properties and generates income from rental and lease properties and, in some cases, from the management of real estate. Equity REITs also offer the
potential for growth as a result of property appreciation and from the sale of appreciated property. Mortgage REITs invest primarily in real estate mortgages, which may secure construction, development or long-term loans, and derive income for the
collection of interest payments. Hybrid REITs may combine the features of equity REITs and mortgage REITs. REITs are generally organized as corporations or business trusts, but are not taxed as a corporation if they meet certain requirements of
Subchapter M of the Internal Revenue Code. To qualify, a REIT must, among other things, invest substantially all of its assets in interests in real estate (including other REITs), cash and government securities, distribute at least 90% of its
taxable income to its shareholders and receive at least 75% of that income from rents, mortgages and sales of property.
Like any investment in real estate, a REIT’s performance
depends on many factors, such as its ability to find tenants for its properties, to renew leases, and to finance property purchases and renovations. In general, REITs may be affected by changes in underlying real estate values, which may have an
exaggerated effect to the extent a REIT concentrates its investment in certain regions or property types. For example, rental income could decline because of extended vacancies, increased competition from nearby properties, tenants’ failure to
pay rent, or incompetent management. Property values could decrease because of overbuilding, environmental liabilities, uninsured damages caused by natural disasters, a general decline in the neighborhood, losses due to casualty or condemnation,
increases in property taxes, or changes in zoning laws. Ultimately, a REIT’s performance depends on the types of properties it owns and how well the REIT manages its properties. Additionally, declines in the market value of a REIT may reflect
not only depressed real estate prices, but may also reflect the degree of leverage utilized by the REIT.
In general, during periods of rising interest rates, REITs may
lose some of their appeal for investors who may be able to obtain higher yields from other income-producing investments, such as long term bonds. Higher interest rates also mean that financing for property purchases and improvements is more costly
and difficult to obtain. During periods of declining interest rates, certain mortgage REITs may hold mortgages that mortgagors elect to prepay, which can reduce the yield on securities issued by mortgage REITs. Mortgage REITs may be affected by the
ability of borrowers to repay debts to the REIT when due and equity REITs may be affected by the ability of tenants to pay rent.
Like small-cap stocks in general, certain
REITs have relatively small market capitalizations and their securities can be more volatile than - and at times will perform differently from - large-cap stocks. In addition, because small-cap stocks are typically less liquid than large-cap stocks,
REIT stocks may sometimes experience greater share-price fluctuations than the stocks of larger companies. Further, REITs are dependent upon specialized management skills, have limited diversification, and are therefore subject to risks inherent in
operating and financing a limited number of projects. By investing in REITs indirectly through a fund, a shareholder will bear indirectly a proportionate share of the REIT’s expenses in addition to their proportionate share of a fund’s
expenses. Finally, REITs could possibly fail to qualify for tax-free pass-through of income under the Internal Revenue Code or to maintain their exemptions from registration under the 1940 Act and CFTC regulations.
Repurchase Agreements are
instruments under which a buyer acquires ownership of certain securities (usually U.S. government securities) from a seller who agrees to repurchase the securities at a mutually agreed-upon time and price, thereby determining the yield during the
buyer’s holding period. Any repurchase agreements a fund enters into will involve the fund as the buyer and banks or broker-dealers as sellers. The period of repurchase agreements is usually short -
from overnight to one week, although the securities collateralizing a repurchase agreement may have longer maturity dates. Default by the seller might cause a fund to experience a loss or delay in the liquidation of the collateral securing the
repurchase agreement. A fund also may incur disposition costs in liquidating the collateral. In the event of a bankruptcy or other default of a repurchase agreement’s seller, a fund might incur expenses in enforcing its rights, and could
experience losses, including a decline in the value of the underlying securities and loss of income. Certain repurchase agreements a fund may enter into may or may not be subject to an automatic stay in bankruptcy proceedings. A fund will make
payment under a repurchase agreement only upon physical delivery or evidence of book entry transfer of the collateral to the account of its custodian bank. Repurchase agreements are the economic equivalents of loans.
Restricted Securities are
securities that are subject to legal restrictions on their sale. Difficulty in selling restricted securities may result in a loss or be costly to a fund. Restricted securities generally can be sold in privately negotiated transactions, pursuant to
an exemption from registration under the Securities Act of 1933, as amended (the Securities Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market
conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security. Certain restricted securities, such as Section 4(a)(2) commercial paper and Rule 144A securities, may be
considered to be liquid if they meet the criteria for liquidity established by the Board. To the extent the fund invests in restricted securities that are deemed liquid, the general level of illiquidity in the fund’s portfolio may be increased
if such securities become illiquid.
Investment
Limitations
The investment limitations below may be
changed only by vote of a majority of the outstanding voting securities of the applicable fund. Under the 1940 Act, a “vote of a majority of the outstanding voting securities” of a fund means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the fund or (2) 67% or more of the shares present at a shareholders meeting if more than 50% of the outstanding shares are represented at the meeting in person or by
proxy.
Each fund (except the Schwab U.S. Dividend
Equity ETF1) may not:
(1)
|
Purchase securities of an
issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or
interpreted from time to time. However, the Schwab U.S. Large-Cap Growth ETF may become “non-diversified,” as defined in the 1940 Act, with respect to investments in an issuer or several issuers to the extent necessary to approximate the
composition of the index the fund seeks to track to the extent permitted by law or regulatory relief.
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In addition, each fund may not:
(1)
|
Concentrate investments in a
particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time, except
that each fund will concentrate to approximately the same extent that its benchmark index concentrates in the securities of such particular industry or group of industries.
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(2)
|
Purchase
or sell commodities, commodities contracts or real estate, lend or borrow money, issue senior securities, underwrite securities issued by others, or pledge, mortgage or hypothecate any of its assets, except as permitted by (or not prohibited by) the
1940 Act or the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
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1
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The Schwab U.S. Dividend
Equity ETF has not adopted this fundamental investment policy limitation and it was sub-classified as a “non-diversified” fund, as defined in the 1940 Act, when formed. However, due to the Schwab U.S. Dividend Equity ETF’s
principal investment strategy and investment process, it has historically operated as a “diversified” fund. Therefore, the Schwab U.S. Dividend Equity ETF will not operate in the future as a “non-diversified” fund without
first obtaining shareholder approval, except as allowed pursuant to the 1940 Act and rules or interpretations thereof.
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The following descriptions of the 1940 Act may assist investors
in understanding the above policies and restrictions.
Borrowing. The 1940 Act restricts an investment company from borrowing (including pledging, mortgaging or hypothecating assets) in excess of 33 1/3% of its total assets (not including temporary borrowings
not in excess of 5% of its total assets). Transactions that are fully collateralized in a manner that does not involve the prohibited issuance of a “senior security” within the meaning of Section 18(f) of the 1940 Act, shall not be
regarded as borrowings for the purposes of a fund’s investment restriction.
Concentration.
The SEC has defined concentration as investing 25% or more of an investment company’s total assets in an industry or group of industries, with certain exceptions such as with respect to investments in obligations issued or guaranteed by the
U.S. government or its agencies and instrumentalities, or tax-exempt obligations of state or municipal governments and their political subdivisions.
Diversification. Under
the 1940 Act and the rules, regulations and interpretations thereunder, a “diversified company,” as to 75% of its total assets, may not purchase securities of any issuer (other than obligations of, or guaranteed by, the U.S. government
or its agencies, or instrumentalities or securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or more than 10% of the issuer’s voting securities would
be held by a fund.
Lending. Under the 1940 Act, an investment company may only make loans if expressly permitted by its investment policies.
Real Estate.
The 1940 Act does not directly restrict an investment company’s ability to invest in real estate, but does require that every investment company have the fundamental investment policy governing such investments. Each fund has adopted the
fundamental policy that would permit direct investment in real estate. However, each fund has a non-fundamental investment limitation that prohibits it from investing directly in real estate. This non-fundamental policy may be changed only by vote
of a fund’s Board.
Senior Securities. Senior securities may include any obligation or instrument issued by an investment company evidencing indebtedness. The 1940 Act generally prohibits a fund from issuing senior securities,
although it provides allowances for certain borrowings and certain other investments, such as short sales, reverse repurchase agreements, and firm commitment agreements, when such investments are “covered” or with appropriate earmarking
or segregation of assets to cover such obligations.
Underwriting. Under the 1940 Act, underwriting securities involves an investment company purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any
such activity either directly or indirectly. Under the 1940 Act, a diversified fund may not make any commitment as underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value of its investments in
securities of issuers (other than investment companies) of which it owns more than 10% of the outstanding voting securities, exceeds 25% of the value of its total assets.
The following are non-fundamental investment policies and
restrictions, and may be changed by the Board.
Each fund
may not:
(1)
|
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).
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(2)
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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.
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(3)
|
Borrow money except that
each fund, except for the Schwab U.S. Mid-Cap ETF and the Schwab U.S. Dividend Equity ETF, may (i) borrow money from banks or through an interfund lending facility, if any, only for temporary or emergency purposes (and not for leveraging) and (ii)
engage in reverse repurchase agreements with any party; provided that (i) and (ii) in combination do not exceed 33 1/3% of its total assets (any borrowings that come to exceed this amount will be reduced to the extent necessary to comply with the
limitation within three business days). The Schwab U.S. Mid-Cap ETF and the Schwab U.S. Dividend Equity ETF may (i) borrow money from banks or through an interfund lending facility, if any, and engage in reverse repurchase agreements with any party
provided that such borrowings and reverse repurchase agreements in combination do not exceed 33 1/3% of its total assets, including the amount borrowed (but not including temporary or emergency borrowings not exceeding 5%); and (ii) may borrow an
additional amount up to 5% of its assets for temporary or emergency purposes.
|
(4)
|
Lend any security or make
any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties (this restriction does not apply to purchases of debt securities or repurchase agreements).
|
(5)
|
Purchase securities (other
than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the value of its total assets would be invested in any industry or group of industries (except that each
fund may purchase securities to the extent that the index the fund is designed to track is also so concentrated).
|
(6)
|
Purchase
or sell commodities, commodity contracts or real estate, including interests in real estate limited partnerships, provided that a fund may (i) purchase securities of companies that deal in real estate or interests therein (including REITs); (ii)
purchase securities of companies that deal in precious metals or interests therein; and (iii) purchase, sell and enter into futures contracts (including futures
|
|
contracts on indices of
securities, interest rates and currencies), options on futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other
derivative instruments.
|
Policies and
investment limitations that state a maximum percentage of assets that may be invested in a security or other asset, or that set forth a quality standard shall be measured immediately after and as a result of a fund’s acquisition of such
security or asset, unless otherwise noted. Except with respect to limitations on borrowing and futures and option contracts, any subsequent change in total assets or net assets, as applicable, or other circumstances does not require a fund to sell
an investment if it could not then make the same investment.
Continuous Offering
The funds offer and issue shares at their net asset value per
share (NAV) only in aggregations of a specified number of shares (Creation Units). The method by which Creation Units are created and trade may raise certain issues under applicable securities laws. Because new Creation Units are issued and sold by
the funds on an ongoing basis, at any point a “distribution,” as such term is used in the Securities Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances,
result in their being deemed participants in a distribution in a manner that could render them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the Securities Act.
For example, a broker-dealer firm or its client may be deemed
a statutory underwriter if it takes Creation Units after placing an order with the funds’ distributor, breaks them down into constituent shares, and sells such shares directly to customers, or if it chooses to couple the creation of a supply
of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances
pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to categorization as an underwriter.
Broker-dealer firms should also note that dealers who are not
“underwriters” but are effecting transactions in shares, whether or not participating in the distribution of shares, generally are required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3) of
the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. Firms that incur a prospectus delivery obligation with respect to shares of a fund are reminded that, pursuant to Rule 153 under the
Securities Act, a prospectus delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with the sale on an exchange is satisfied by the fact that the prospectus is available at the exchange upon
request. The prospectus delivery mechanism provided in Rule 153 is only available with respect to transactions on an exchange.
Management Of The Funds
The funds are overseen by a Board. The trustees are
responsible for protecting shareholder interests. The trustees regularly meet to review the investment activities, contractual arrangements and the investment performance of each fund. The trustees met five times during the most recent fiscal
year.
Certain trustees are “interested
persons.” A trustee is considered an interested person (Interested Trustee) of the Trust under the 1940 Act if he or she is an officer, director, or an employee of CSIM. A trustee also may be considered an interested person of the Trust under
the 1940 Act if he or she owns stock of The Charles Schwab Corporation (CSC), a publicly traded company and the parent company of CSIM.
As used herein, the terms “Fund
Complex” and “Family of Investment Companies” each refer collectively to The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios, Schwab Capital Trust, Schwab Strategic Trust and Laudus Trust which, as of
December 18, 2019, included 101 funds. As used herein, the term “Schwab Funds” refers collectively to The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios and Schwab Capital Trust; the term “Laudus
Funds” refers to Laudus Trust; and the term “Schwab ETFs” refers to Schwab Strategic Trust.
Each of the officers and/or trustees serves in the same
capacity, unless otherwise noted, for The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust. The tables below provide information
about the trustees and officers for the Trust, which includes the funds in
this SAI. The address of each individual listed below is 211 Main Street, San Francisco, California 94105.
Name,
Year of Birth, and Position(s) with the Trust
(Term of Office and Length of Time Served1)
|
Principal
Occupations
During the Past Five Years
|
Number
of Portfolios
in Fund Complex
Overseen by the Trustee
|
Other
Directorships During
the Past Five Years
|
INDEPENDENT
TRUSTEES
|
Robert
W. Burns
1959
Trustee
(Trustee of Schwab Strategic Trust since 2009; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2016)
|
Retired/Private
Investor (Jan. 2009-present). Formerly, Managing Director, Pacific Investment Management Company, LLC (PIMCO) (investment management firm) and President, PIMCO Funds.
|
101
|
None
|
John
F. Cogan
1947
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust since 2010; Schwab Strategic Trust since 2016)
|
Senior
Fellow (Oct. 1979-present), The Hoover Institution at Stanford University (public policy think tank); Senior Fellow (2000-present), Stanford Institute for Economic Policy Research; Professor of Public Policy (1994-2015), Stanford University.
|
101
|
Director
(2005-present), Gilead Sciences, Inc.
|
Nancy
F. Heller
1956
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2018)
|
President
and Chairman (2014-2016), TIAA Charitable (financial services); Senior Managing Director (2003-2016), TIAA (financial services).
|
101
|
None
|
Stephen
Timothy Kochis
1946
Trustee
(Trustee of Schwab Strategic Trust since 2012; The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2016)
|
CEO
and Owner (May 2012-present), Kochis Global (wealth management consulting).
|
101
|
None
|
David
L. Mahoney
1954
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust since 2011; Schwab Strategic Trust since 2016)
|
Private
Investor.
|
101
|
Director
(2003-present), Symantec Corporation
Director (2004-present), Corcept Therapeutics Incorporated
Director (2009-present), Adamas Pharmaceuticals, Inc.
|
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).
|
101
|
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).
|
101
|
Director
(2008-present), KLA-Tencor Corporation
|
Kimberly
S. Patmore
1956
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2016)
|
Consultant
(2008-present), Patmore Management Consulting (management consulting).
|
101
|
None
|
Name,
Year of Birth, and Position(s) with the Trust
(Term of Office and Length of Time Served1)
|
Principal
Occupations
During the Past Five Years
|
Number
of Portfolios
in Fund Complex
Overseen by the Trustee
|
Other
Directorships During
the Past Five Years
|
INDEPENDENT
TRUSTEES
|
Gerald
B. Smith
1950
Trustee
(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2000; Laudus Trust since 2010; Schwab Strategic Trust since 2016)
|
Chairman,
Chief Executive Officer and Founder (Mar. 1990-present), Smith Graham & Co. (investment advisors).
|
101
|
Director
(2012-present), Eaton Corporation plc
|
INTERESTED
TRUSTEES
|
Walter
W. Bettinger II2
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.
|
101
|
Director
(2008-present), The Charles Schwab Corporation
|
Jonathan
de St. Paer2
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
(Apr. 2019-present), President (Oct. 2018-present), and Chief Executive Officer (Apr. 2019-Nov. 2019), Charles Schwab Investment Management, Inc.; Trustee and Chief Executive Officer (Apr. 2019-present) and 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), and Vice President (Jan. 2009-Dec. 2013), Charles Schwab & Co., Inc.
|
101
|
None
|
Joseph
R. Martinetto2
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.
|
101
|
None
|
Name,
Year of Birth, and Position(s) with the Trust
(Term of Office and Length of Time Served3)
|
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
(Apr. 2019-present), President (Oct. 2018-present), and Chief Executive Officer (Apr. 2019-Nov. 2019), Charles Schwab Investment Management, Inc.; Trustee and Chief Executive Officer (Apr. 2019-present) and 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), and Vice President (Jan. 2009-Dec. 2013), Charles Schwab & Co., Inc.
|
Name,
Year of Birth, and Position(s) with the Trust
(Term of Office and Length of Time Served3)
|
Principal
Occupations During the Past Five Years
|
OFFICERS
|
Mark
Fischer
1970
Treasurer and Chief Financial Officer
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab Strategic Trust and Laudus Trust since 2013)
|
Treasurer
and Chief Financial Officer (Jan. 2016-present), Schwab Funds, Laudus Funds and Schwab ETFs; Assistant Treasurer (Dec. 2013-Dec. 2015), Schwab Funds and Laudus Funds; Assistant Treasurer (Nov. 2013-Dec. 2015), Schwab ETFs; Vice President (Oct.
2013-present), Charles Schwab Investment Management, Inc.; Executive Director (Apr. 2011-Sept. 2013), J.P. Morgan Investor Services; Assistant Treasurer (May 2005-Mar. 2011), Massachusetts Financial Service Investment Management.
|
George
Pereira
1964
Senior Vice President and Chief Operating Officer
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2004; Laudus Trust since 2006; Schwab Strategic
Trust since 2009)
|
Senior
Vice President and Chief Financial Officer (Nov. 2004-present) and Chief Operating Officer (Jan. 2011-present), Charles Schwab Investment Management, Inc.; Senior Vice President and Chief Operating Officer (Jan. 2016-present), Schwab Funds, Laudus
Funds and Schwab ETFs; Treasurer and Chief Financial Officer (June 2006-Dec. 2015), Laudus Funds; Treasurer and Principal Financial Officer (Nov. 2004-Dec. 2015), Schwab Funds; Treasurer and Principal Financial Officer (Oct. 2009-Dec. 2015), Schwab
ETFs; Director (Apr. 2005-present), Charles Schwab Worldwide Funds plc and Charles Schwab Asset Management (Ireland) Limited.
|
Omar
Aguilar
1970
Senior Vice President and Chief Investment Officer – Equities and Multi-Asset Strategies
(Officer of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios, Schwab
Strategic Trust and Laudus Trust since 2011)
|
Senior
Vice President and Chief Investment Officer (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 (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 Charles
Schwab & Co., Inc., 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.
|
Board Leadership Structure
The Chairman of the Board, Walter W.
Bettinger II, is Chief Executive Officer and a member of the Board of Directors of CSC and an interested person of the Trust as that term is defined in the 1940 Act. The Board is comprised of a super-majority (75 percent) of trustees who are not
interested persons of the Trust (i.e., independent trustees). The Trust does not have a single lead independent trustee. There are three primary committees of the Board: the Audit, Compliance and Valuation Committee; the Governance Committee; and
the Investment Oversight Committee. Each of the Committees is chaired by an independent trustee, and each Committee is currently comprised solely of independent trustees. The Committee chairs preside at Committee meetings, participate in formulating
agendas for those meetings, and coordinate with management to serve as a liaison between the independent trustees and management on matters within the scope of the responsibilities of each Committee as set forth in its Board-approved charter. The
Board has determined that this leadership structure is appropriate given the specific characteristics and circumstances of the Trust. The Board made this determination in consideration of, among other things, the fact that
the independent trustees of the Trust constitute a super-majority of the
Board, the fact that Committee chairs are independent trustees, the number of funds (and classes) overseen by the Board, and the total number of trustees on the Board.
Board Oversight of Risk Management
Like most investment companies, fund management and its other
service providers have responsibility for day-to-day risk management for the funds. The Board’s duties, as part of its risk oversight of the Trust, consist of monitoring risks identified during regular and special reports to the Committees of
the Board, as well as regular and special reports to the full Board. In addition to monitoring such risks, the Committees and the Board oversee efforts of fund management and service providers to manage risks to which the funds of the Trust may be
exposed. For example, the Investment Oversight Committee meets with portfolio managers and receives regular reports regarding investment risk and credit risk of a fund’s portfolio. The Audit, Compliance and Valuation Committee meets with the
funds’ Chief Compliance Officer and Chief Financial Officer and receives regular reports regarding compliance risks, operational risks and risks related to the valuation and liquidity of portfolio securities. From its review of these reports
and discussions with management, each Committee receives information about the material risks of the funds of the Trust and about how management and service providers mitigate those risks, enabling the independent Committee chairs and other
independent members of the Committees to discuss these risks with the full Board.
The Board recognizes that not all risks that may affect the
funds can be identified nor can processes and controls be developed to eliminate or mitigate the occurrence or effects of certain risks; some risks are simply beyond the reasonable control of the funds, their management, and service providers.
Although the risk oversight functions of the Board, and the risk management policies of fund management and fund service providers, are designed to be effective, there is no guarantee that they will eliminate or mitigate all risks. In addition, it
may be necessary to bear certain risks (such as investment-related risks) to achieve each fund’s investment objective. As a result of the foregoing and other factors, the funds’ ability to manage risk is subject to significant
limitations.
Individual Trustee Qualifications
The Board has concluded that each of the trustees should
initially and continue to serve on the Board because of (i) his or her ability to review and understand information about the Trust provided to them by management, to identify and request other information they may deem relevant to the performance
of their duties, to question management regarding material factors bearing on the management of the Trust, and to exercise their business judgment in a manner that serves the best interests of the Trust’s shareholders and (ii) the
trustee’s experience, qualifications, attributes or skills as described below.
The Board has concluded that Mr. Bettinger should serve as
trustee of the Trust because of the experience he gained as president and chief executive officer of The Charles Schwab Corporation, his knowledge of and experience in the financial services industry, and the experience he has gained serving as
trustee of the Schwab Funds since 2008, the Schwab ETFs since 2009, and the Laudus Funds since 2010.
The Board has concluded that Mr. Burns should serve as trustee
of the Trust because of the experience he gained as managing director of Pacific Investment Management Company, LLC (PIMCO) and president of PIMCO Funds as well as the experience he has gained serving as trustee of the Schwab ETFs since 2009, and
his experience serving as chair of the Schwab ETFs’ Audit, Compliance and Valuation Committee until December 2015.
The Board has concluded that Mr. Cogan should serve as trustee
of the Trust because of the experience he has gained serving as a senior fellow and professor of public policy at a university and his former service in government, the experience he has gained serving as trustee of the Schwab Funds since 2008 and
Laudus Funds since 2010, and his service on other public company boards.
The Board has concluded that Mr. de St. Paer
should serve as trustee of the Trust because of the experience he gained as president of CSIM, the Schwab Funds, Laudus Funds and Schwab ETFs, and as senior vice president of strategy and product development at Charles Schwab & Co., Inc., as
well as his knowledge of and experience in the financial services industry and investment management services.
The Board has concluded that Ms. Heller should serve as
trustee of the Trust because of the experience she gained as president of TIAA Charitable and as senior managing director at TIAA, the experience she has gained serving on other non-public company boards and her knowledge of and experience in the
financial services industry.
The Board has
concluded that Mr. Kochis should serve as trustee of the Trust because of the experience he gained serving as chair and chief executive officer of Aspiriant, LLC, an advisory firm, as well as his knowledge of and experience in wealth management
consulting and the experience he has gained serving as trustee of the Schwab ETFs since 2012.
The Board has concluded that Mr. Mahoney should serve as
trustee of the Trust because of the experience he gained serving as trustee of the Schwab Funds and Laudus Funds since 2011, as co-chief executive officer of a healthcare services company, and his service on other public company boards.
The Board has concluded that Mr. Martinetto should serve as
trustee of the Trust because of his experience serving as senior executive vice president and chief financial officer of The Charles Schwab Corporation and Charles Schwab & Co., Inc.
The Board has concluded that Ms. Moncreiff
should serve as trustee of the Trust because of the experience she gained as chief investment officer of CareGroup Healthcare System, the experience she has gained serving on other non-public company boards and her knowledge of and experience in the
financial services industry.
The Board has
concluded that Mr. Patel should serve as trustee of the Trust because of the experience he gained serving as trustee of the Schwab Funds and Laudus Funds since 2011, as executive vice president, general manager and chief financial officer of a
software company, his service on other public company boards, and his experience serving as chair of the Schwab Funds’ and Laudus Funds’ Audit, Compliance and Valuation Committee.
The Board has concluded that Ms. Patmore should serve as
trustee of the Trust because of her experience serving as chief financial officer and executive vice president of First Data Payment Business and First Data Corporation, as well as her knowledge of and experience in management consulting.
The Board has concluded that Mr. Smith should serve as trustee
of the Trust because of the experience he has gained as managing partner of his own investment advisory firm, the experience he has gained serving as trustee of the Schwab Funds since 2000, as trustee of the Laudus Funds since 2010, his service on
other public company boards, and his experience serving as chair of the Schwab Funds’ and Laudus Funds’ Investment Oversight Committee.
Trustee Committees
The Board has established certain committees and adopted
Committee charters with respect to those committees, each as described below:
•
|
The Audit, Compliance and
Valuation Committee reviews the integrity of the Trust’s financial reporting processes and compliance policies, procedures and processes, and the Trust’s overall system of internal controls. The Audit, Compliance and Valuation Committee
also reviews and evaluates the qualifications, independence and performance of the Trust’s independent auditors, and the implementation and operation of the Trust’s valuation policy and procedures. This Committee is comprised of at least
three independent trustees and currently has the following members: Kiran M. Patel (Chair), John F. Cogan, Nancy F. Heller and Kimberly S. Patmore. The Committee met four times during the most recent fiscal year.
|
•
|
The Governance Committee
reviews and makes recommendations to the Board regarding Trust governance-related matters, including but not limited to Board compensation practices, retirement policies and term limits, Board self-evaluations, the effectiveness and allocation of
assignments and functions by the Board, the composition of Committees of the Board, and the training of trustees. The Governance Committee is responsible for selecting and nominating candidates to serve as trustees. The Governance Committee does not
have a written policy with respect to consideration of candidates for trustee submitted by shareholders. However, if the Governance Committee determined that it would be in the best interests of the Trust to fill a vacancy on the Board, and a
shareholder submitted a candidate for consideration by the Board to fill the vacancy, the Governance Committee would evaluate that candidate in the same manner as it evaluates nominees identified by the Governance Committee. Nominee recommendations
may be submitted to the Secretary of the Trust at the Trust’s principal business address. This Committee is comprised of at least three independent trustees and currently has the following members: John F. Cogan (Chair), Stephen Timothy
Kochis, David L. Mahoney and Kimberly S. Patmore. The Committee met four times during the most recent fiscal year.
|
•
|
The
Investment Oversight Committee reviews the investment activities of the Trust and the performance of the funds’ investment adviser. This Committee is comprised of at least three trustees (at least two-thirds of whom shall be independent
trustees) and currently has the following members: Gerald B. Smith (Chair), Robert W. Burns, Stephen Timothy Kochis, David L. Mahoney and Jane P. Moncreiff. The Committee met five times during the most recent fiscal year.
|
Trustee Compensation
The following table provides trustee
compensation for the fiscal year ended August 31, 2019, earned with respect to the funds in this SAI and the Fund Complex. Trustee compensation for the funds is paid by CSIM.
Name
of Trustee
|
Aggregate
Compensation
from the Funds in this SAI
|
Pension
or Retirement Benefits
Accrued as Part of Fund Expenses
|
Total
Compensation from the Funds
and Fund Complex Paid to Trustees
|
Interested
Trustees
|
Walter
W. Bettinger II
|
None
|
N/A
|
None
|
Marie
A. Chandoha1
|
None
|
N/A
|
None
|
Jonathan
de St. Paer2
|
None
|
N/A
|
None
|
Joseph
R. Martinetto
|
None
|
N/A
|
None
|
Independent
Trustees
|
Robert
W. Burns
|
$52,409
|
N/A
|
$308,000
|
John
F. Cogan
|
$55,811
|
N/A
|
$328,000
|
Nancy
F. Heller
|
$52,409
|
N/A
|
$308,000
|
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
|
Stephen
Timothy Kochis
|
$52,409
|
N/A
|
$308,000
|
David
L. Mahoney
|
$52,409
|
N/A
|
$308,000
|
Jane
P. Moncreiff3
|
$39,362
|
N/A
|
$232,500
|
Kiran
M. Patel
|
$55,811
|
N/A
|
$328,000
|
Kimberly
S. Patmore
|
$52,409
|
N/A
|
$308,000
|
Gerald
B. Smith
|
$55,811
|
N/A
|
$328,000
|
Joseph
H. Wender4
|
$13,047
|
N/A
|
$
75,500
|
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.
Moncreiff joined the Board effective January 1, 2019.
|
4
Mr. Wender retired from the Board effective December 31,
2018.
Securities Beneficially Owned By Each
Trustee
The following table provides each
trustee’s equity ownership of the funds and ownership of all registered investment companies overseen by each trustee in the Family of Investment Companies as of December 31, 2018.
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds Included in the SAI
|
Aggregate
Dollar Range of
Trustee Ownership in the Family
of Investment Companies
|
Interested
Trustees
|
Walter
W. Bettinger II
|
|
|
Over
$100,000
|
Schwab
U.S. Broad Market ETF
|
Over
$100,000
|
Schwab
1000 Index ETF
|
$1-$10,000
|
Schwab
U.S. Large-Cap ETF
|
Over
$100,000
|
Schwab
U.S. Large-Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
$1-$10,000
|
Schwab
U.S. Small-Cap ETF
|
$10,001-$50,000
|
Schwab
U.S. Dividend Equity ETF
|
Over
$100,000
|
Schwab
International Equity ETF
|
$10,001-$50,000
|
Schwab
International Small-Cap Equity ETF
|
$10,001-$50,000
|
Schwab
Emerging Markets Equity ETF
|
Over
$100,000
|
Jonathan
de St. Paer1
|
|
|
Over
$100,000
|
Schwab
U.S. Broad Market ETF
|
None
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
None
|
Schwab
U.S. Large-Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
None
|
Schwab
U.S. Small-Cap ETF
|
None
|
Schwab
U.S. Dividend Equity ETF
|
$10,001-$50,000
|
Schwab
International Equity ETF
|
None
|
Schwab
International Small-Cap Equity ETF
|
None
|
Schwab
Emerging Markets Equity ETF
|
None
|
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds Included in the SAI
|
Aggregate
Dollar Range of
Trustee Ownership in the Family
of Investment Companies
|
Interested
Trustees
|
Joseph
R. Martinetto
|
|
|
Over
$100,000
|
Schwab
U.S. Broad Market ETF
|
None
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
$1-$10,000
|
Schwab
U.S. Large-Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
None
|
Schwab
U.S. Small-Cap ETF
|
$1-$10,000
|
Schwab
U.S. Dividend Equity ETF
|
None
|
Schwab
International Equity ETF
|
$1-$10,000
|
Schwab
International Small-Cap Equity ETF
|
$1-$10,000
|
Schwab
Emerging Markets Equity ETF
|
$1-$10,000
|
Independent
Trustees
|
Robert
W. Burns
|
|
|
Over
$100,000
|
Schwab
U.S. Broad Market ETF
|
None
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
Over
$100,000
|
Schwab
U.S. Large-Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
None
|
Schwab
U.S. Small-Cap ETF
|
$50,001-$100,000
|
Schwab
U.S. Dividend Equity ETF
|
None
|
Schwab
International Equity ETF
|
Over
$100,000
|
Schwab
International Small-Cap Equity ETF
|
Over
$100,000
|
Schwab
Emerging Markets Equity ETF
|
$50,001-$100,000
|
John
F. Cogan
|
|
|
Over
$100,000
|
Schwab
U.S. Broad Market ETF
|
None
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
None
|
Schwab
U.S. Large-Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
None
|
Schwab
U.S. Small-Cap ETF
|
None
|
Schwab
U.S. Dividend Equity ETF
|
None
|
Schwab
International Equity ETF
|
None
|
Schwab
International Small-Cap Equity ETF
|
None
|
Schwab
Emerging Markets Equity ETF
|
None
|
Nancy
F. Heller2
|
|
|
$50,000-$100,000
|
Schwab
U.S. Broad Market ETF
|
$1-$10,000
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
None
|
Schwab
U.S. Large-Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
None
|
Schwab
U.S. Small-Cap ETF
|
None
|
Schwab
U.S. Dividend Equity ETF
|
None
|
Schwab
International Equity ETF
|
None
|
Schwab
International Small-Cap Equity ETF
|
None
|
Schwab
Emerging Markets Equity ETF
|
None
|
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. Broad Market ETF
|
None
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
None
|
Schwab
U.S. Large-Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
$50,001-$100,000
|
Schwab
U.S. Mid-Cap ETF
|
None
|
Schwab
U.S. Small-Cap ETF
|
None
|
Schwab
U.S. Dividend Equity ETF
|
None
|
Schwab
International Equity ETF
|
Over
$100,000
|
Schwab
International Small-Cap Equity ETF
|
None
|
Schwab
Emerging Markets Equity ETF
|
None
|
David
L. Mahoney
|
|
|
Over
$100,000
|
Schwab
U.S. Broad Market ETF
|
None
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
None
|
Schwab
U.S. Large-Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
None
|
Schwab
U.S. Small-Cap ETF
|
None
|
Schwab
U.S. Dividend Equity ETF
|
None
|
Schwab
International Equity ETF
|
None
|
Schwab
International Small-Cap Equity ETF
|
None
|
Schwab
Emerging Markets Equity ETF
|
None
|
Jane
P. Moncreiff3
|
|
|
None
|
Schwab
U.S. Broad Market ETF
|
None
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
None
|
Schwab
U.S. Large-Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
None
|
Schwab
U.S. Small-Cap ETF
|
None
|
Schwab
U.S. Dividend Equity ETF
|
None
|
Schwab
International Equity ETF
|
None
|
Schwab
International Small-Cap Equity ETF
|
None
|
Schwab
Emerging Markets Equity ETF
|
None
|
Kiran
M. Patel
|
|
|
Over
$100,000
|
Schwab
U.S. Broad Market ETF
|
None
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
Over
$100,000
|
Schwab
U.S. Large-Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
None
|
Schwab
U.S. Small-Cap ETF
|
Over
$100,000
|
Schwab
U.S. Dividend Equity ETF
|
None
|
Schwab
International Equity ETF
|
Over
$100,000
|
Schwab
International Small-Cap Equity ETF
|
None
|
Schwab
Emerging Markets Equity ETF
|
$50,001-$100,000
|
Name
of Trustee
|
Dollar
Range of Trustee Ownership of the Funds Included in the SAI
|
Aggregate
Dollar Range of
Trustee Ownership in the Family
of Investment Companies
|
Independent
Trustees
|
Kimberly
S. Patmore
|
|
|
Over
$100,000
|
Schwab
U.S. Broad Market ETF
|
None
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
None
|
Schwab
U.S. Large-Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
$10,001-$50,000
|
Schwab
U.S. Small-Cap ETF
|
$50,001-$100,000
|
Schwab
U.S. Dividend Equity ETF
|
None
|
Schwab
International Equity ETF
|
$10,001-$50,000
|
Schwab
International Small-Cap Equity ETF
|
None
|
Schwab
Emerging Markets Equity ETF
|
$10,001-$50,000
|
Gerald
B. Smith
|
|
|
Over
$100,000
|
Schwab
U.S. Broad Market ETF
|
Over
$100,000
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
Over
$100,000
|
Schwab
U.S. Large-Cap Growth ETF
|
Over
$100,000
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
None
|
Schwab
U.S. Small-Cap ETF
|
$50,001-$100,000
|
Schwab
U.S. Dividend Equity ETF
|
None
|
Schwab
International Equity ETF
|
Over
$100,000
|
Schwab
International Small-Cap Equity ETF
|
$1-$10,000
|
Schwab
Emerging Markets Equity ETF
|
Over
$100,000
|
1
|
Mr. de St. Paer joined the
Board effective April 1, 2019.
|
2
|
Ms. Heller joined the Board
effective June 1, 2018.
|
3
|
Ms.
Moncreiff joined the Board effective January 1, 2019.
|
As of December 31, 2018, none of the independent trustees or
their immediate family members owned beneficially or of record any securities of CSIM or Schwab, or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with CSIM or
Schwab.
Code of Ethics
The funds, CSIM and the distributor have
adopted Codes of Ethics as required under the 1940 Act. Subject to certain conditions or restrictions, the Codes of Ethics permit the trustees, directors, officers or advisory representatives of the funds or CSIM or the directors or officers of the
distributor to buy or sell directly or indirectly securities for their own accounts. This includes securities that may be purchased or held by the funds. Securities transactions by some of these individuals may be subject to prior approval of the
investment adviser’s Chief Compliance Officer or alternate. Most securities transactions are subject to quarterly reporting and review requirements.
Control Persons And Principal Holders Of
Securities
As of November 19, 2019, the officers and
trustees of the Trust, as a group owned, of record or beneficially, less than 1% of the outstanding voting securities of the funds.
Although the Trust does not have information
concerning the beneficial ownership of shares held in the names of DTC participants, as of November 29, 2019, the name and percentage of ownership of each DTC participant that owned of record 5% or more of the outstanding voting securities of a fund
were as follows (a shareholder’s or an entity’s address will be listed once at the first mention and not repeated for future entries):
Fund
|
Name
and Address
|
Percent
of Ownership
|
Schwab
U.S. Broad Market ETF
|
Charles
Schwab & Co.
211 Main St.
San Francisco, CA 94105
|
70.70%
|
RBC
Capital Markets, LLC
200 Vesey Street
5th Floor
Three World Financial Center
New York, NY 10281
|
5.59%
|
Schwab
1000 Index ETF
|
Charles
Schwab & Co.
|
87.33%
|
National
Financial Services LLC
200 Liberty Street
One World Financial Centre 5th Floor
New York, NY 10281-1003
|
8.60%
|
Schwab
U.S. Large-Cap ETF
|
Charles
Schwab & Co.
|
74.78%
|
SEI
Private Trust Company
1 Freedom Valley Drive
Oaks, PA 19462
|
7.03%
|
Schwab
U.S. Large-Cap Growth ETF
|
Charles
Schwab & Co.
|
77.60%
|
National
Financial Services LLC
|
7.08%
|
Schwab
U.S. Large-Cap Value ETF
|
Charles
Schwab & Co.
|
75.59%
|
National
Financial Services LLC
|
6.70%
|
Schwab
U.S. Mid-Cap ETF
|
Charles
Schwab & Co.
|
74.28%
|
National
Financial Services LLC
|
6.15%
|
Schwab
U.S. Small-Cap ETF
|
Charles
Schwab & Co.
|
79.78%
|
Schwab
U.S. Dividend Equity ETF
|
Charles
Schwab & Co.
|
67.36%
|
National
Financial Services LLC
|
7.81%
|
Schwab
International Equity ETF
|
Charles
Schwab & Co.
|
58.19%
|
Pershing
LLC
1 Pershing Plaza
Jersey City NJ 07399
|
17.51%
|
RBC
Capital Markets, LLC
|
6.67%
|
Schwab
International Small-Cap Equity ETF
|
Charles
Schwab & Co.
|
79.06%
|
National
Financial Services LLC
|
5.71%
|
Schwab
Emerging Markets Equity ETF
|
Charles
Schwab & Co.
|
78.13%
|
National
Financial Services LLC
|
5.41%
|
Persons who beneficially own more
than 25% of a fund may be deemed to control the fund. As a result, it may not be possible for matters subject to a vote of a majority of the outstanding voting securities of such fund to be approved without the affirmative vote of such shareholder,
and it may be possible for such matters to be approved by such shareholder without the affirmative vote of any other shareholder.
Investment Advisory and Other Services
Investment Adviser
CSIM, a wholly owned subsidiary of CSC, 211 Main Street, San
Francisco, California 94105, serves as the funds’ investment adviser pursuant to an Amended and Restated Advisory Agreement (Advisory Agreement) between it and the Trust. Charles R. Schwab is the founder, Chairman and Director of CSC. As a
result of his ownership of and interests in CSC, Mr. Schwab may be deemed to be a controlling person of CSIM.
Advisory Agreement
The continuation of a fund’s Advisory Agreement must be
specifically approved at least annually (1) by the vote of the trustees or by a vote of the shareholders of the fund, and (2) by the vote of a majority of the trustees who are not parties to the investment advisory agreement or “interested
persons” of any party (independent trustees), cast in person at a meeting called for the purpose of voting on such approval.
Each year, the Board calls and holds a meeting to decide
whether to renew the Advisory Agreement between the Trust and CSIM with respect to existing funds in the Trust. In preparation for the meeting, the Board requests and reviews a wide variety of materials provided by CSIM, as well as data provided by
third parties, and the independent trustees receive advice from counsel to the independent trustees.
As described below, CSIM is entitled to receive a fee from the
funds, payable monthly, for its advisory and administrative services to the funds. As compensation for these services, CSIM receives a management fee from the funds, expressed as a percentage of each fund’s average daily net assets.
Fund
|
Fee
|
Schwab
U.S. Broad Market ETF
|
0.03%
|
Schwab
1000 Index ETF
|
0.05%
|
Schwab
U.S. Large-Cap ETF
|
0.03%
|
Schwab
U.S. Large-Cap Growth ETF
|
0.04%
|
Schwab
U.S. Large-Cap Value ETF
|
0.04%
|
Schwab
U.S. Mid-Cap ETF
|
0.04%
1
|
Schwab
U.S. Small-Cap ETF
|
0.04%
1
|
Schwab
U.S. Dividend Equity ETF
|
0.06%
1
|
Schwab
International Equity ETF
|
0.06%
|
Schwab
International Small-Cap Equity ETF
|
0.12%
|
Schwab
Emerging Markets Equity ETF
|
0.13%
|
1 Effective March 11, 2019, the management fee for the Schwab U.S. Mid-Cap ETF, Schwab U.S. Small-Cap ETF and
Schwab U.S. Dividend Equity ETF was reduced from 0.05%, 0.05% and 0.07%, respectively.
The following table shows the net investment advisory fees
paid by each fund for the past three fiscal years:
Fund
|
2019
|
2018
|
2017
|
Schwab
U.S. Broad Market ETF
|
$
4,162,548
|
$3,536,110
|
$2,471,323
|
Schwab
1000 Index ETF
|
$
348,091
|
$
138,9201
|
N/A
|
Schwab
U.S. Large-Cap ETF
|
$
4,641,081
|
$3,631,627
|
$2,357,940
|
Schwab
U.S. Large-Cap Growth ETF
|
$
2,809,589
|
$2,223,700
|
$1,683,695
|
Schwab
U.S. Large-Cap Value ETF
|
$
2,153,090
|
$1,668,972
|
$1,395,851
|
Schwab
U.S. Mid-Cap ETF
|
$
2,508,185
|
$2,201,652
|
$1,684,736
|
Schwab
U.S. Small-Cap ETF
|
$
3,557,923
|
$3,575,888
|
$2,669,341
|
Schwab
U.S. Dividend Equity ETF
|
$
5,661,305
|
$5,057,742
|
$3,573,138
|
Schwab
International Equity ETF
|
$10,029,402
|
$8,624,081
|
$5,342,552
|
Schwab
International Small-Cap Equity ETF
|
$
2,560,827
|
$2,295,376
|
$1,492,640
|
Schwab
Emerging Markets Equity ETF
|
$
6,957,390
|
$6,402,686
|
$3,726,750
|
1 For the fiscal period October 11, 2017 (commencement of operations) to August 31, 2018.
Pursuant to the Advisory Agreement, CSIM pays the operating
expenses of the funds, including the cost of transfer agency, custody, fund administration, legal, audit and other services, but excluding taxes, brokerage expenses and extraordinary or non-routine expenses. Prior to March 1, 2017, each fund, as
applicable, was responsible for interest expenses.
Distributor
SEI Investments Distribution Co. (the Distributor), 1 Freedom
Valley Drive, Oaks, Pennsylvania 19456, is the principal underwriter and distributor of shares of the funds. The Distributor has entered into an agreement with the Trust pursuant to which it distributes shares of the funds (the Distribution
Agreement). The Distributor continually distributes shares of the funds on a best effort basis. The Distributor has no obligation to sell any specific quantity of fund shares. The Distribution Agreement will continue for two years from its effective
date and is renewable annually thereafter in accordance with the 1940 Act. Shares are continuously offered for sale by the funds through the Distributor only in Creation Units, as described in the funds’ prospectuses. Shares in less than
Creation Units are not distributed by the Distributor. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the 1934 Act) and a member of the Financial Industry Regulatory Authority. The Distributor is
not affiliated with the Trust, CSIM, or any stock exchange.
The Distribution Agreement provides that it may be terminated
at any time, without the payment of any penalty, on at least sixty (60) days prior written notice to the other party. The Distribution Agreement will terminate automatically in the event of its “assignment” (as defined in the 1940
Act).
Payments to Financial Intermediaries
CSIM and its affiliates may make payments to broker-dealers,
banks, trust companies, insurance companies, retirement plan service providers, consultants and other financial intermediaries (Intermediaries) for services and expenses incurred in connection with certain activities or services which may educate
financial advisors or facilitate, directly or indirectly, investment in the funds and other investment companies advised by CSIM, including the Schwab ETFs. These payments are made by CSIM or its affiliates at their own expense, and not from the
assets of the funds. Although a portion of CSIM’s and its affiliates’ revenue comes directly or indirectly in part from fees paid by the funds, these payments do not increase the expenses paid by investors for the purchase of fund
shares, or the cost of owning a fund.
These payments may
relate to educational efforts regarding the funds, or for other activities, such as marketing and/or fund promotion activities and presentations, educational training programs, conferences, data analytics and support, the development and support of
technology platforms and/or reporting systems. In addition, CSIM may make payments to Intermediaries that make shares of the funds available to their customers or otherwise promote the funds, which may include Intermediaries that allow customers to
buy and sell fund shares without paying a commission or other transaction charge. Payments of this type are sometimes referred to as revenue-sharing or marketing support.
Payments made to Intermediaries may be significant and may
cause an Intermediary to make decisions about which investment options it will recommend or make available to its clients or what services to provide for various products based on payments it receives or is eligible to receive. As a result, these
payments could create conflicts of interest between an Intermediary and its clients and these financial incentives may cause the Intermediary to recommend the funds over other investments.
As of December 18, 2019, CSIM anticipates
that Cambridge Investment Research, Inc., Envestnet Asset Management, Inc., Great-West Life & Annuity Insurance Company, LPL Financial LLC, Minnesota Life Insurance Company, Morgan Stanley Smith Barney LLC, Northwestern Mutual Investment
Services, LLC, Teachers Insurance and Annuity Association of America and UBS Financial Services Inc. will receive these payments. CSIM may enter into similar agreements with other FINRA member firms (or their affiliates) in the future. In addition
to member firms of FINRA, CSIM and its affiliates may also make these payments to certain other financial intermediaries, such as banks, trust companies, insurance companies, and plan administrators and consultants that sell fund shares or provide
services to the funds and their shareholders. These firms may not be included in this list. You should ask your financial intermediary if it receives such payments.
CSIM also makes payments to Schwab, for certain
administrative, professional and support services provided by Schwab, in its capacity as an affiliated financial intermediary of the funds. These payments reimburse Schwab for its charges, costs and expenses of providing Schwab personnel to perform
marketing and sales activities under the direction of CSIM, such as sales lead generation and sales support, assistance with public relations, marketing and/or advertising activities and presentations, educational training programs, conferences, and
data analytics and support. Payments also are made by CSIM to Schwab for CSIM’s allocated costs of general corporate services provided by Schwab, such as human resources, facilities, project management support and technology.
Transfer Agent
State Street Bank and Trust Company (State Street), One
Lincoln Street, Boston, Massachusetts 02111, serves as the funds’ transfer agent. As part of these services, the firm maintains records pertaining to the sale, redemption and transfer of the funds’ shares.
Custodian and Fund Accountant
State Street, One Lincoln Street, Boston, Massachusetts 02111,
serves as custodian and accountant for the funds.
The custodian is responsible for the daily
safekeeping of securities and cash held by the funds. The funds’ accountant maintains all books and records related to the funds’ transactions.
Independent Registered Public Accounting Firm
The funds’ independent registered public accounting
firm, PricewaterhouseCoopers LLP (PwC), Three Embarcadero Center, San Francisco, California 94111, audits and reports on the annual financial statements of the funds and reviews certain regulatory reports and each fund’s federal income tax
return. PwC also performs other professional, accounting, auditing, tax and advisory services when engaged to do so by the Trust.
Securities Lending Activities
The funds’ securities lending agent is Goldman Sachs
Bank USA (d/b/a Goldman Sachs Agency Lending). The securities lending agent provides services to the funds which include the following: locating borrowers, negotiating the loan terms, monitoring the value of loans and collateral on a daily basis,
marking each loan to market on a daily basis, coordinating collateral movements, collecting income, monitoring and processing corporate actions, managing recalls of loaned securities and termination of loans, and recordkeeping.
The table below summarizes key information
regarding the funds’ securities lending activities to the extent each fund engaged in securities lending during the most recent fiscal year.
|
Schwab
U.S. Broad
Market ETF
|
|
Schwab
1000 Index
ETF
|
|
Schwab
U.S. Large-Cap
ETF
|
|
Schwab
U.S. Large-Cap
Growth ETF
|
Gross
income from securities lending activities
|
$2,996,530
|
|
$746
|
|
$2,558,286
|
|
$1,865,748
|
Fees
and/or compensation paid for securities lending activities and related services:
|
|
|
|
|
|
|
|
Fees
paid to securities lending agent from a revenue split
|
$
250,857
|
|
$
26
|
|
$
230,143
|
|
$
174,820
|
Fees
paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split
|
$
36,733
|
|
$
44
|
|
$
17,904
|
|
$
9,208
|
Administrative
fees not included in revenue split
|
-
|
|
-
|
|
-
|
|
-
|
Indemnification
fees not included in revenue split
|
-
|
|
-
|
|
-
|
|
-
|
Rebates
(paid to borrower)
|
$
191,127
|
|
$
349
|
|
$
139,205
|
|
$
58,526
|
Other
fees not included in revenue split
|
-
|
|
-
|
|
-
|
|
-
|
Aggregate
fees/compensation paid for securities lending activities
|
$
478,717
|
|
$419
|
|
$
387,252
|
|
$
242,554
|
Net
income from securities lending activities*
|
$2,517,813
|
|
$327
|
|
$2,171,034
|
|
$1,623,194
|
|
Schwab
U.S. Large-Cap
Value ETF
|
|
Schwab
U.S. Mid-Cap
ETF
|
|
Schwab
U.S. Small-Cap
ETF
|
|
Schwab
U.S. Dividend
Equity ETF
|
Gross
income from securities lending activities
|
$244,205
|
|
$1,042,547
|
|
$5,583,229
|
|
$41,846
|
Fees
and/or compensation paid for securities lending activities and related services:
|
|
|
|
|
|
|
|
Fees
paid to securities lending agent from a revenue split
|
$
14,216
|
|
$
65,717
|
|
$
393,701
|
|
$
2,555
|
Fees
paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split
|
$
6,486
|
|
$
24,315
|
|
$
128,899
|
|
$
1,873
|
Administrative
fees not included in revenue split
|
-
|
|
-
|
|
-
|
|
-
|
Indemnification
fees not included in revenue split
|
-
|
|
-
|
|
-
|
|
-
|
Rebates
(paid to borrower)
|
$
62,229
|
|
$
153,810
|
|
$
434,081
|
|
$
5,896
|
Other
fees not included in revenue split
|
-
|
|
-
|
|
-
|
|
-
|
Aggregate
fees/compensation paid for securities lending activities
|
$
82,931
|
|
$
243,842
|
|
$
956,681
|
|
$10,324
|
Net
income from securities lending activities*
|
$161,274
|
|
$
798,705
|
|
$4,626,548
|
|
$31,522
|
|
Schwab
International
Equity ETF
|
|
Schwab
International
Small-Cap
Equity ETF
|
|
Schwab
Emerging
Markets Equity
ETF
|
Gross
income from securities lending activities
|
$3,359,572
|
|
$3,918,269
|
|
$1,132,125
|
Fees
and/or compensation paid for securities lending activities and related services:
|
|
|
|
|
|
Fees
paid to securities lending agent from a revenue split
|
$
239,491
|
|
$
287,019
|
|
$
86,133
|
Fees
paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in a revenue split
|
$
73,982
|
|
$
89,902
|
|
$
30,048
|
Administrative
fees not included in revenue split
|
-
|
|
-
|
|
-
|
Indemnification
fees not included in revenue split
|
-
|
|
-
|
|
-
|
Rebates
(paid to borrower)
|
$
274,845
|
|
$
233,626
|
|
$
62,381
|
Other
fees not included in revenue split
|
-
|
|
-
|
|
-
|
Aggregate
fees/compensation paid for securities lending activities
|
$
588,318
|
|
$
610,547
|
|
$
178,562
|
Net
income from securities lending activities*
|
$2,771,254
|
|
$3,307,722
|
|
$
953,563
|
*“Net income from securities lending activities”
may not match the fund’s current financial statements, which may reflect certain accrual adjustments.
PORTFOLIO MANAGERS
Other Accounts. In addition to the funds, each Portfolio Manager (collectively, referred to as the Portfolio Managers) is responsible for the day-to-day management of certain other accounts, as listed below. The accounts listed below
are not subject to a performance-based advisory fee. The information below is provided as of August 31, 2019.
|
Registered
Investment Companies
(this amount does not include the funds in this SAI)
|
Other
Pooled Investment Vehicles
|
Other
Accounts
|
Name
|
Number
of Accounts
|
Total
Assets
|
Number
of Accounts
|
Total
Assets
|
Number
of Accounts
|
Total
Assets
|
Christopher
Bliss
|
22
|
$100,481,247,827
|
0
|
$0
|
0
|
$0
|
Jeremy
Brown
|
14
|
$
84,068,377,991
|
0
|
$0
|
0
|
$0
|
Chuck
Craig
|
8
|
$
16,412,869,837
|
0
|
$0
|
0
|
$0
|
Ferian
Juwono
|
14
|
$
84,068,377,991
|
0
|
$0
|
0
|
$0
|
Jane
Qin
|
8
|
$
16,412,869,837
|
0
|
$0
|
0
|
$0
|
David
Rios
|
8
|
$
16,412,869,837
|
0
|
$0
|
0
|
$0
|
Sabya
Sinha
|
14
|
$
84,068,377,991
|
0
|
$0
|
0
|
$0
|
Conflicts of Interest. A
Portfolio Manager’s management of other accounts may give rise to potential conflicts of interest in connection with its management of the funds’ investments, on the one hand, and the investments of the other accounts, on the other.
These other accounts include separate accounts and other mutual funds and ETFs advised by CSIM (collectively, the Other Managed Accounts). The Other Managed Accounts might have similar investment objectives as the funds, track the same index the
funds track or otherwise hold, purchase, or sell securities that are eligible to be held, purchased, or sold by the funds. While the Portfolio Managers’ management of Other Managed Accounts may give rise to the potential conflicts of interest
listed below, CSIM does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, CSIM believes it has adopted policies and procedures that are designed to manage those conflicts in an appropriate
way.
Knowledge of the
Timing and Size of Fund Trades. A potential conflict of interest may arise as a result of the Portfolio Managers’ day-to-day management of the funds. Because of their positions with the funds, the
Portfolio Managers know the size, timing, and possible market impact of fund trades. It is theoretically possible that the Portfolio Managers could use this information to the advantage of the Other Managed Accounts they manage and to the possible
detriment of the funds. However, CSIM has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time. Moreover, with respect to an index fund, which seeks to track its index, much
of this information is publicly available. When it is determined to be in the best interest of both accounts, the Portfolio Managers may aggregate trade orders for the Other Managed Accounts, excluding separate accounts, with those of the funds. All
aggregated orders are subject to CSIM’s aggregation and allocation policy and procedures, which provide, among other things, that (i) a Portfolio Manager will not aggregate orders unless he or she believes such aggregation is consistent with
his or her duty to seek best execution; (ii) no account will be favored over any other account; (iii) each account that participates in an aggregated order will participate at the average security price with all transaction costs shared on a
pro-rata basis; and (iv) if the aggregated order cannot be executed in full, the partial execution is allocated pro-rata among the participating accounts in accordance with the size of each account’s order.
Investment
Opportunities. A potential conflict of interest may arise as a result of each Portfolio Manager’s management of the funds and Other Managed Accounts which, in theory, may allow them to allocate
investment opportunities in a way that favors the Other Managed Accounts over the funds, which conflict of interest may be exacerbated to the extent that CSIM or the Portfolio Manager receives, or expect to receive, greater compensation from their
management of the Other Managed Accounts than the funds. Notwithstanding this theoretical conflict of interest, it is CSIM’s policy to manage each account based on its investment objectives and related restrictions and, as discussed above,
CSIM has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account’s investment objectives and related restrictions. For
example, while the Portfolio Managers may buy for an Other Managed Account securities that differ in identity or quantity from securities bought for a fund or refrain from purchasing securities for an Other Managed Account that they are otherwise
buying for a fund in an effort to outperform its specific benchmark, such an approach might not be suitable for the fund given its investment objectives and related restrictions.
Compensation. During the most
recent fiscal year, each Portfolio Manager’s compensation consisted of a fixed annual (base) salary and a discretionary bonus. The base salary is determined considering compensation payable for a similar position across the investment
management industry and an evaluation of the individual Portfolio Manager’s overall performance such as the Portfolio Manager’s contribution to the investment process, good corporate citizenship, risk management and mitigation, and
functioning as an active contributor to the firm’s success. The discretionary bonus is determined in accordance with the CSIM Equity and Fixed Income Portfolio Manager Incentive Plan (the Plan) as follows:
There are two independent funding components for the
Plan:
•
|
75% of the funding is based
on equal weighting of Investment Fund Performance and Risk Management and Mitigation
|
•
|
25% of
the funding is based on Corporate results
|
Investment Fund Performance and Risk Management and Mitigation
(75% weight)
Investment Fund
Performance:
At the close of the year, each fund’s
performance will be determined by its 1-year, 1- and 2-year, or 1- and 3-year percentile standing (based on pre-tax return before expenses) within its designated benchmark, peer group, or category, depending on the strategy of the fund (i.e.,
whether the fund is passively or actively managed) using standard statistical methods approved by CSIM senior management. Investment Fund Performance measurements may be changed or modified at the discretion of the CSIM President and CSIM Chief
Operating Officer. As each participant may be a member of a team that manages and/or supports a number of funds, there may be several funds considered in arriving at the incentive compensation funding.
Risk Management and
Mitigation:
Risk Management and Mitigation will
be rated by CSIM’s Chief Investment Officer, CSIM’s Head of Investment Risk, CSIM’s Chief Legal Officer, CSIM’s Chief Compliance Officer and CSIM’s Head of Operations Risk (or individuals with comparable
responsibilities). Factors they will consider will include, but are not limited to:
•
|
Balancing safety of fund
principal with appropriate limits that provide investment flexibility given existing market conditions
|
•
|
Making timely sell
recommendations to avoid significant deterioration of value resulting from the weakening condition of the issuer
|
•
|
Escalating operating events
and errors for prompt resolution
|
•
|
Identifying largest risks
and actively discussing with management
|
•
|
Accurately validating fund
information disseminated to the public (e.g., Annual and 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
|
Corporate Performance (25% weight)
The Corporate Bonus Plan is an annual bonus plan that provides
discretionary awards based on the financial performance of CSC during the annual performance period. Quarterly advances may be paid for the first three quarters. Allocations are discretionary and aligned with CSC and individual performance. Funding
for the Plan is determined at the conclusion of the calendar year. Funding will be capped at 200% of target.
Allocation of Total Pool
At year-end, the full-year funding for both components of the
Plan will be pooled together. The total pool is allocated to Plan participants by CSIM senior management based on their assessment of a variety of performance factors.
Factors considered in CSIM senior management’s
allocation process will include objective and subjective factors that will take into consideration total performance and will include, but are not limited to:
•
|
Fund performance relative to
performance measure
|
•
|
Risk management and
mitigation
|
•
|
Individual performance
against key objectives
|
•
|
Contribution to overall
group results
|
•
|
Functioning as an active
contributor to the firm’s success
|
•
|
Team work
|
•
|
Collaboration between
Analysts and Portfolio Managers
|
•
|
Regulatory/Compliance
management
|
The Portfolio
Managers’ compensation is not based on the value of the assets held in a fund’s portfolio.
Ownership of Fund Shares. The following table shows the dollar amount range of the Portfolio Managers’ “beneficial ownership” of shares of the funds they managed as of August 31, 2019. Dollar amount ranges disclosed are
established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act.
Portfolio
Manager
|
Fund
|
Dollar
Range of Fund Shares Owned
|
Christopher
Bliss
|
Schwab
U.S. Broad Market ETF
|
None
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
None
|
Schwab
U.S. Large Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
None
|
Schwab
U.S. Small-Cap ETF
|
None
|
Schwab
U.S. Dividend Equity ETF
|
Over
$100,000
|
Schwab
International Equity ETF
|
None
|
Schwab
International Small-Cap Equity ETF
|
None
|
Schwab
Emerging Markets Equity ETF
|
None
|
Jeremy
Brown
|
Schwab
U.S. Broad Market ETF
|
None
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
None
|
Schwab
U.S. Large Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
None
|
Schwab
U.S. Small-Cap ETF
|
None
|
Schwab
U.S. Dividend Equity ETF
|
None
|
Chuck
Craig
|
Schwab
International Equity ETF
|
$50,001-$100,000
|
Schwab
International Small-Cap Equity ETF
|
$1-$10,000
|
Schwab
Emerging Markets Equity ETF
|
$50,001-$100,000
|
Ferian
Juwono
|
Schwab
U.S. Broad Market ETF
|
None
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
None
|
Schwab
U.S. Large Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
None
|
Schwab
U.S. Small-Cap ETF
|
None
|
Schwab
U.S. Dividend Equity ETF
|
$50,001-$100,000
|
Jane
Qin
|
Schwab
International Equity ETF
|
None
|
Schwab
International Small-Cap Equity ETF
|
None
|
Schwab
Emerging Markets Equity ETF
|
None
|
David
Rios
|
Schwab
International Equity ETF
|
None
|
Schwab
International Small-Cap Equity ETF
|
None
|
Schwab
Emerging Markets Equity ETF
|
$1-$10,000
|
Sabya
Sinha
|
Schwab
U.S. Broad Market ETF
|
None
|
Schwab
1000 Index ETF
|
None
|
Schwab
U.S. Large-Cap ETF
|
None
|
Schwab
U.S. Large Cap Growth ETF
|
None
|
Schwab
U.S. Large-Cap Value ETF
|
None
|
Schwab
U.S. Mid-Cap ETF
|
None
|
Schwab
U.S. Small-Cap ETF
|
None
|
Schwab
U.S. Dividend Equity ETF
|
None
|
Brokerage Allocation And Other Practices
Portfolio Turnover
For reporting purposes, a fund’s portfolio turnover rate
is calculated by dividing the value of purchases or sales of portfolio securities for the fiscal year, whichever is less, by the monthly average value of portfolio securities the fund owned during the fiscal year. When making the calculation, all
securities whose maturities at the time of acquisition were one year or less (short-term securities) are excluded. Securities received or delivered in the processing of in-kind redemption baskets are excluded from the calculation.
A 100% portfolio turnover rate would occur, for example, if
all portfolio securities (aside from short-term securities) were sold and either repurchased or replaced once during the fiscal year. Typically, funds with high turnover (such as 100% or more) tend to generate higher capital gains and transaction
costs, such as brokerage commissions.
The following
table shows the portfolio turnover rate for each fund for the past two fiscal years.
Fund
|
2019
|
2018
|
Schwab
U.S. Broad Market ETF
|
4%
|
4%
|
Schwab
1000 Index ETF
|
5%
|
3%
1
|
Schwab
U.S. Large-Cap ETF
|
4%
|
3%
|
Schwab
U.S. Large-Cap Growth ETF
|
14%
|
5%
|
Schwab
U.S. Large-Cap Value ETF
|
7%
|
8%
|
Schwab
U.S. Mid-Cap ETF
|
19%
|
13%
|
Schwab
U.S. Small-Cap ETF
|
11%
|
9%
|
Schwab
U.S. Dividend Equity ETF
|
24%
|
23%
|
Schwab
International Equity ETF
|
8%
|
5%
|
Schwab
International Small-Cap Equity ETF
|
20%
|
16%
|
Schwab
Emerging Markets Equity ETF
|
13%
|
18%
|
1 For the fiscal period October 11, 2017 (commencement of operations) to August 31, 2018.
Portfolio Transactions
The investment adviser makes decisions with respect to the
purchase and sale of portfolio securities on behalf of the funds. The investment adviser is responsible for implementing these decisions, including the negotiation of commissions and the allocation of principal business and portfolio brokerage. The
funds generally do not incur any commissions or sales charges when they invest in underlying Schwab Funds or Laudus Funds, but they may incur such costs if they invest directly in other types of securities or in unaffiliated funds. Purchases and
sales of securities on a stock exchange, including ETF shares, or certain riskless principal transactions placed on NASDAQ are typically effected through brokers who charge a commission for their services. Exchange fees may also apply to
transactions effected on an exchange. Purchases and sales of fixed income securities may be transacted with the issuer, the issuer’s underwriter, or a dealer. The funds do not usually pay brokerage commissions on purchases and sales of fixed
income securities, although the price of the securities generally includes compensation, in the form of a spread or a mark-up or mark-down, which is not disclosed separately. The prices the funds pay to underwriters of newly-issued securities
usually include a commission paid by the issuer to the underwriter. Transactions placed through dealers who are serving as primary market makers reflect the spread between the bid and asked prices. The money market securities in which the funds may
invest are traded primarily in the over-the-counter market on a net basis and do not normally involve either brokerage commissions or transfer taxes. It is expected that the cost of executing portfolio securities transactions of the funds will
primarily consist of dealer spreads and brokerage commissions.
The investment adviser seeks to obtain the best execution for
the funds’ portfolio transactions. The investment adviser may take a number of factors into account in selecting brokers or dealers to execute these transactions. Such factors may include, without limitation, the following: execution price;
brokerage commission or dealer spread; size or type of the transaction; nature or character of the markets; clearance or settlement capability; reputation; financial strength and stability of the broker or dealer; efficiency of execution and error
resolution; block trading capabilities; willingness to execute related or unrelated difficult transactions in the future; order of call; ability to facilitate short selling; and provision of additional brokerage or research services or products;
whether a broker guarantees that a fund will receive, on aggregate, prices at least as favorable as the closing prices on a given day when adherence to “market-on-close” pricing aligns with fund objectives; or whether a broker guarantees
that a fund will receive the volume weighted average price (VWAP) for a security for a given trading day (or portion thereof) when the investment adviser believes that VWAP execution is in the fund’s best interest. In addition, the investment
adviser may have incentive sharing arrangements with certain unaffiliated brokers who guarantee market-on-close pricing: on a day when such a broker executes transactions at prices better, on aggregate, than market-on-close prices, that broker may
receive, in addition to his or her standard commission, a portion of the net difference between the actual execution prices and corresponding market-on-close prices for that day.
The investment adviser may cause the funds to pay a higher
commission than otherwise obtainable from other brokers or dealers in return for brokerage or research services or products if the investment adviser believes that such commission is reasonable in relation to the services provided. In addition to
agency transactions, the investment adviser may receive brokerage and research services or products in connection with
certain riskless principal transactions, in accordance with applicable SEC
and other regulatory guidelines. In both instances, these services or products may include: economic, industry, or company research reports or investment recommendations; subscriptions to financial publications or research data compilations;
compilations of securities prices, earnings, dividends, and similar data; computerized databases; quotation equipment and services; research or analytical computer software and services; products or services that assist in effecting transactions,
including services of third-party computer systems developers directly related to research and brokerage activities; and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement). The investment
adviser may use research services furnished by brokers or dealers in servicing all fund accounts, and not all services may necessarily be used in connection with the account that paid commissions or spreads to the broker or dealer providing such
services.
The investment adviser may receive a service
from a broker or dealer that has both a “research” and a “non-research” use. When this occurs, the investment adviser will make a good faith allocation, under all the circumstances, between the research and non-research uses
of the service. The percentage of the service that is used for research purposes may be paid for with fund commissions or spreads, while the investment adviser will use its own funds to pay for the percentage of the service that is used for
non-research purposes. In making this good faith allocation, the investment adviser faces a potential conflict of interest, but the investment adviser believes that the costs of such services may be appropriately allocated to their anticipated
research and non-research uses.
The investment adviser
may purchase new issues of securities in a fixed price offering for the funds. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the investment adviser with research services,
in accordance with applicable rules and regulations permitting these types of arrangements. Generally, the seller will provide research “credits” in these situations at a rate that is higher than that which is available for typical
secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e) of the 1934 Act.
The investment adviser may place orders directly with
electronic communications networks or other alternative trading systems. Placing orders with electronic communications networks or other alternative trading systems may enable the funds to trade directly with other institutional holders. At times,
this may allow the funds to trade larger blocks than would be possible trading through a single market maker.
The investment adviser may aggregate securities sales or
purchases among two or more funds. The investment adviser will not aggregate transactions unless it believes such aggregation is consistent with its duty to seek best execution for each affected fund and is consistent with the terms of the
investment advisory agreement for such fund. In any single transaction in which purchases and/or sales of securities of any issuer for the account of a fund are aggregated with other accounts managed by the investment adviser, the actual prices
applicable to the transaction will be averaged among the accounts for which the transaction is effected, including the account of the fund.
In determining when and to what extent to use Schwab or any
other affiliated broker-dealer as its broker for executing orders for the funds on securities exchanges, the investment adviser follows procedures, adopted by the funds’ Board, that are designed to ensure that affiliated brokerage commissions
(if relevant) are reasonable and fair in comparison to unaffiliated brokerage commissions for comparable transactions. The Board reviews the procedures annually and approves and reviews transactions involving affiliated brokers quarterly.
Brokerage Commissions
The following table shows the brokerage
commissions paid by each fund for the past three fiscal years.
Fund
|
2019
|
2018
|
2017
|
Schwab
U.S. Broad Market ETF
|
$
213,037
|
$164,342
|
$
148,328
|
Schwab
1000 Index ETF
|
$
10,469
|
$
3,1871
|
N/A
|
Schwab
U.S. Large-Cap ETF
|
$
120,577
|
$
80,611
|
$
77,883
|
Schwab
U.S. Large-Cap Growth ETF
|
$
84,934
|
$
42,933
|
$
38,859
|
Schwab
U.S. Large-Cap Value ETF
|
$
89,477
|
$
56,949
|
$
41,032
|
Schwab
U.S. Mid-Cap ETF
|
$
236,758
|
$165,987
|
$
184,094
|
Schwab
U.S. Small-Cap ETF
|
$
424,757
|
$378,970
|
$
379,523
|
Schwab
U.S. Dividend Equity ETF
|
$
359,768
|
$144,514
|
$
62,986
|
Schwab
International Equity ETF
|
$
804,706
|
$399,138
|
$
243,054
|
Schwab
International Small-Cap Equity ETF
|
$
189,312
|
$100,233
|
$
42,469
|
Schwab
Emerging Markets Equity ETF
|
$1,357,525
|
$921,798
|
$1,072,542
|
1 For the fiscal period October 11, 2017 (commencement of operations) to August 31, 2018.
Regular Broker-Dealers
During the fiscal year, certain of the funds
held securities issued by their respective “regular broker-dealers” (as defined in Rule 10b-1 under the 1940 Act), indicated below as of August 31, 2019.
Fund
|
Regular
Broker-Dealer
|
Value
of Holdings*
|
Schwab
U.S. Broad Market ETF
|
BofA
Securities, Inc./Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
$124,598,760
|
Well
Fargo Securities LLC
|
$
96,455,318
|
Citigroup
Global Markets, Inc.
|
$
76,246,127
|
Goldman
Sachs & Co. LLC
|
$
35,487,477
|
Morgan
Stanley & Co. LLC
|
$
27,163,669
|
The
Charles Schwab Corp.
|
$
23,118,065
|
Schwab
1000 Index ETF
|
BofA
Securities, Inc./Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
$
7,465,719
|
Well
Fargo Securities LLC
|
$
5,780,967
|
Citigroup
Global Markets, Inc.
|
$
4,569,558
|
Goldman
Sachs & Co. LLC
|
$
2,123,519
|
Morgan
Stanley & Co. LLC
|
$
1,627,279
|
The
Charles Schwab Corp.
|
$
1,387,479
|
Schwab
U.S. Large-Cap ETF
|
Well
Fargo Securities LLC
|
$127,609,205
|
Citigroup
Global Markets, Inc.
|
$100,826,862
|
Goldman
Sachs & Co. LLC
|
$
47,031,841
|
Morgan
Stanley & Co. LLC
|
$
35,919,428
|
The
Charles Schwab Corp.
|
$
30,565,445
|
Schwab
U.S. Large-Cap Growth ETF
|
Morgan
Stanley & Co. LLC
|
$
28,864,469
|
The
Charles Schwab Corp.
|
$
24,714,498
|
Schwab
U.S. Large-Cap Value ETF
|
Citigroup
Global Markets, Inc.
|
$
78,149,922
|
Goldman
Sachs & Co. LLC
|
$
36,429,745
|
Schwab
International Equity ETF
|
UBS
Securities LLC
|
$
41,278,329
|
Credit
Suisse Securities (USA) LLC
|
$
33,431,201
|
*
|
Includes securities issued by
regular broker-dealer’s parent and affiliates, if any.
|
Proxy Voting
The Board has delegated the responsibility for voting proxies
to CSIM. The trustees have adopted CSIM’s Proxy Voting Policy and Procedures with respect to proxies voted on behalf of the various Schwab Funds’ portfolios. A description of CSIM’s Proxy Voting Policy and Procedures is included in
the Appendix titled “Proxy Voting Policy and Procedures.”
The Trust is required to disclose annually
each fund’s complete proxy voting record on Form N-PX. Each fund’s proxy voting record for the most recent 12-month period ended June 30th will be available by visiting the Schwab ETFs’ website at
www.schwabfunds.com/schwabetfs_prospectus. A fund’s Form N-PX will also be available on the SEC’s website at www.sec.gov.
Portfolio Holdings Disclosure
For this section only, the following disclosure relates to The
Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios, Schwab Capital Trust, Schwab Strategic Trust and Laudus Trust (collectively, the Trusts) and each series thereunder (each a fund and collectively, the funds).
The Trusts’ Board has approved policies and procedures
that govern the timing and circumstances regarding the disclosure of fund portfolio holdings information to shareholders and third parties. These policies and procedures are designed to ensure that disclosure of information regarding the
funds’ portfolio securities is in the best interests of fund shareholders, and include procedures to address conflicts between the interests of the funds’ shareholders, on the one hand, and those of the funds’ investment adviser,
subadviser (if applicable), principal underwriter or any affiliated person of a fund, its investment adviser, subadviser or principal underwriter, on the other. Pursuant to such procedures, the Board has authorized one of the President, Chief
Operating Officer or Chief Financial Officer of the Trusts (in consultation with a fund’s subadviser, if applicable) to authorize the release of the funds’ portfolio holdings prior to regular public disclosure (as outlined in the
prospectus and below) or regular public filings, as necessary, in conformity with the foregoing principles.
The Board exercises on-going oversight of the disclosure of
fund portfolio holdings by overseeing the implementation and enforcement of the funds’ policies and procedures by the Chief Compliance Officer and by considering reports and recommendations by the Chief Compliance Officer concerning any
material compliance matters. The Board will receive periodic updates, at least annually, regarding entities which were authorized to be provided “early disclosure” of the funds’ portfolio holdings information and will periodically
review any agreements that the Trusts have entered into to selectively disclose portfolio holdings.
Portfolio holdings may be made available on a selective basis
to ratings agencies, certain industry organizations, consultants and other qualified financial professionals when the appropriate officer of the Trusts determines such disclosure meets the requirements noted above and serves a legitimate business
purpose. Agreements entered into with such entities will describe the permitted use of portfolio holdings and provide that, among other customary confidentiality provisions: (i) the portfolio holdings will be kept confidential; (ii) the person will
not trade on the basis of any material non-public information; and (iii) the information will be used only for the purpose described in the agreement.
The funds’ service providers
including, without limitation, the investment adviser, subadvisers (if applicable), the distributor, the custodian, fund accountant, transfer agent, counsel, auditor, proxy voting service provider, pricing information vendors, trade execution
measurement vendors, portfolio management system providers, cloud database providers, securities lending agents, publisher, printer and mailing agent may receive disclosure of portfolio holdings information as frequently as daily in connection with
the services they perform for the funds. CSIM, any subadviser to a fund as disclosed in the most current prospectus, Glass, Lewis & Co., LLC, State Street and/or Brown Brothers Harriman & Co., as service providers to the funds, are currently
receiving this information on a daily basis. Donnelley Financial Solutions, as a service provider to the funds, is currently receiving this information on a quarterly basis. PwC, the Transfer Agent, and the Distributor, as service providers to the
funds, receive this information on an as-needed basis. Service providers are subject to a duty of confidentiality with respect to any portfolio holdings information they receive whether imposed by the confidentiality provisions of the service
providers’ agreements with the Trusts or by the nature of its relationship with the Trusts. Although certain of the service providers are not under formal confidentiality obligations in connection with disclosure of portfolio holdings, a fund
will not continue to conduct business with a service provider who the fund believes is misusing the disclosed information.
To the extent that a fund invests in an ETF, the Trusts will,
when required by the exemptive orders issued by the SEC to ETF sponsors and the procedures adopted by the Board, promptly notify the ETF in writing of any purchase or acquisition of shares of the ETF that causes the fund to hold (i) 5% or more of
such ETF’s total outstanding voting securities, and (ii) 10% or more of such ETF’s total outstanding voting securities. In addition, CSIM will, upon causing a fund to acquire more than 3% of an ETF’s outstanding shares, notify the
ETF of the investment.
The funds’ policies and
procedures prohibit the funds, the funds’ investment adviser or any related party from receiving any compensation or other consideration in connection with the disclosure of portfolio holdings information.
Generally, a complete list of a fund’s
portfolio holdings is published on the fund’s website www.schwabfunds.com on the “Prospectus & Reports” tab under “Portfolio Holdings” generally 60-80 days after a fund’s fiscal quarter-end in-line with
regulatory filings unless a different timing is outlined in the fund’s prospectus.
Specifically for the Schwab ETFs, each Schwab ETF discloses
its portfolio holdings and the percentages the holdings represent of the fund’s net assets at least monthly on the website and as often as each day the fund is open for business. Portfolio holdings information made available in connection with
the process of purchasing or redeeming Creation Units for the Schwab ETFs may be provided to other entities that provided services to the funds in the ordinary course of business after it has been disseminated to the NSCC.
The Schwab Money Funds have an ongoing arrangement to make
available information about the funds’ portfolio holdings and information derived from the funds’ portfolio holdings to iMoneyNet, a rating and ranking organization, which is subject to a confidentiality agreement. Under its arrangement
with the funds, iMoneyNet, among other things, receives information concerning the funds’ net assets, yields, maturities and portfolio compositions on a weekly basis, subject to a one business day lag.
On the website, the funds also may provide, on a monthly or
quarterly basis, information regarding certain attributes of a fund’s portfolio, such as a fund’s top ten holdings, sector weightings, composition, credit quality and duration and maturity, as applicable. This information is generally
updated within 5-25 days after the end of the period. This information on the website is publicly available to all categories of persons.
The funds may disclose non-material information including
commentary and aggregate information about the characteristics of a fund in connection with or relating to a fund or its portfolio securities to any person if such disclosure is for a legitimate business purpose, such disclosure does not effectively
result in the disclosure of the complete portfolio securities of any fund (which can only be disclosed in accordance with the above requirements), and such information does not constitute material non-public information. Such disclosure does not
fall within the portfolio securities disclosure requirements outlined above.
Whether the information constitutes material
non-public information will be made on a good faith determination, which involves an assessment of the particular facts and circumstances. In most cases, commentary or analysis would be immaterial and would not convey any advantage to a recipient in
making a decision concerning a fund. Commentary and analysis include, but are not limited to, the allocation of a fund’s portfolio securities and other investments among various asset classes, sectors, industries, countries or other relevant
category, the characteristics of the stock components and other investments of a fund, the attribution of fund returns by asset class, sector, industry, country or other relevant category, and the volatility characteristics of a fund.
Description Of The Trust
Each fund is a series of Schwab Strategic Trust, an open-end
investment management company organized as a Delaware statutory trust on January 27, 2009.
The Declaration of Trust provides for the perpetual existence
of the Trust. The Trust may, however, be terminated at any time by vote of at least two-thirds of the outstanding shares of each series of the Trust or by the vote of the trustees.
Shareholders are entitled to one vote for each full share held
(with fractional votes for fractional shares held) and will vote (to the extent provided on the Declaration of Trust) in the election of trustees and the termination of the Trust and on other matters submitted to the vote of shareholders.
Shareholders will vote by individual series on all matters except (i) when required by the 1940 Act, shares shall be voted in the aggregate and not by individual series and (ii) when the trustees have determined that the matter affects only the
interests of one or more series, then only shareholders of such series shall be entitled to vote thereon. Shareholders of one series shall not be entitled to vote on matters exclusively affecting another series, such matters including, without
limitation, the adoption of or change in any fundamental policies or restrictions of the other series and the approval of the investment advisory contracts of the other series.
There will normally be no meetings of shareholders for the
purpose of electing trustees, except that in accordance with the 1940 Act (i) the Trust will hold a shareholders’ meeting for the election of trustees at such time as less than a majority of the trustees holding office have been elected by
shareholders, and (ii) if, as a result of a vacancy in the Board, less than two-thirds of the trustees holding office have been elected by the shareholders, that vacancy may only be filled by a vote of the shareholders. In addition, trustees may be
removed from office by a written consent signed by the holders of two-thirds of the outstanding shares and filed with the Trust’s custodian or by a vote of the holders of two-thirds of the outstanding shares at a meeting duly called for the
purpose, which meeting shall be held upon the written request of the holders of not less than 10% of the outstanding shares. Except as set forth above, the trustees shall continue to hold office and may appoint successor trustees. Voting rights are
not cumulative.
The Trust may, without shareholder vote,
restate, amend or otherwise supplement the Declaration of Trust. Shareholders shall have the right to vote on any amendment that could affect their right to vote, any amendment to the Amendments section, any amendment for which shareholder vote may
be required by applicable law or by the Trust’s registration statement filed with the SEC, and on any amendment submitted to them by the trustees.
Any series of the Trust may reorganize or merge with one or
more other series of the Trust or another investment company. Any such reorganization or merger shall be pursuant to the terms and conditions specified in an agreement and plan of reorganization authorized and approved by the trustees and entered
into by the relevant series in connection therewith. In addition, such reorganization or merger may be authorized by vote of a majority of the trustees then in office and, to the extent permitted by applicable law, without the approval of
shareholders of any series.
Shareholders wishing to
submit proposals for inclusion in a proxy statement for a future shareholder meeting should send their written submissions to the Trust at 1 Freedom Valley Drive, Oaks, Pennsylvania 19456. Proposals must be received a reasonable time in advance of a
proxy solicitation to be included. Submission of a proposal does not guarantee inclusion in a proxy statement because proposals must comply with certain federal securities regulations.
Purchase, Redemption And Pricing Of Shares
Creation and Redemption of Creation Units
The funds are open each day that the New York Stock Exchange
(NYSE) is open (Business Days). The NYSE’s trading session is normally conducted from 9:30 a.m. Eastern time until 4:00 p.m. Eastern time, Monday through Friday, although some days, such as in advance of and following holidays, the
NYSE’s trading session closes early. The NYSE typically observes the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. Although it is expected that the same holidays will be observed in the future, the NYSE may modify its holiday schedule or hours of operation at any time. Only orders that are received and deemed acceptable by the Distributor no later
than the time specified by the Trust will be executed that day at a fund’s share price calculated that day. On any day that the NYSE closes early, the funds reserve the right to advance the time by which purchase and redemption orders must be
received by the Distributor that day to be executed that day at that day’s share price. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled
early closing on a day it has opened for business, the funds reserve the right to treat such day as a Business Day and accept purchase and redemption orders and calculate their NAV as of the normally scheduled close of regular trading on the NYSE
for that day.
Creation.
The Trust issues and sells shares of the funds only in Creation Units on a continuous basis through the Distributor, without a sales load, at the NAV next determined after receipt, on any Business Day, for an order received and deemed acceptable by
the Distributor.
Fund Deposit. The consideration for purchase of Creation Units of the funds may consist of (i) the in-kind deposit of a designated portfolio of securities closely approximating the holdings of a fund (the Deposit Securities), and
(ii) an amount of cash denominated in U.S. Dollars (the Cash Component) computed as described below. Together, the Deposit Securities and the Cash Component constitute the “Fund Deposit,” which represents the minimum initial and
subsequent investment amount for a Creation Unit of a fund.
The funds may accept a basket of money market instruments,
non-U.S. currency or cash denominated in U.S. dollars that differs from the composition of the published basket. The funds may permit or require the consideration for Creation Units to consist solely of cash or non-U.S. currency. The funds may
permit or require the substitution of an amount of cash denominated in U.S. Dollars (i.e., a “cash in lieu” amount) to be added to the Cash Component to replace any Deposit Security. For example, the Trust reserves the right to permit or
require a “cash in lieu” amount where the delivery of the Deposit Security by the Authorized Participant (as described below) would be restricted under the securities laws or where the delivery of the Deposit Security to the Authorized
Participant would result in the disposition of the Deposit Security by the Authorized Participant becoming restricted under the securities laws, or in certain other situations.
The Cash Component is sometimes also referred to as the
“Balancing Amount.” The Cash Component serves the function of compensating for any differences between the NAV per Creation Unit and the value of the Deposit Securities. If the Cash Component is a positive number (i.e., the NAV per
Creation Unit exceeds the value of the Deposit Securities), the creator will deliver the Cash Component. If the Cash Component is a negative number (i.e., the NAV per Creation Unit is less than the value of the Deposit Securities), the creator will
receive the Cash Component. Computation of the Cash Component excludes any stamp duty tax or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities, which shall be the sole responsibility of the
Authorized Participant.
The identity and amount of
Deposit Securities and Cash Component for a fund changes as the composition of the fund’s portfolio changes and as rebalancing adjustments and corporate action events are reflected from time to time by CSIM with a view to the investment
objective of the fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or composition of the component securities of a fund’s index. The funds also reserve the right to include or remove
Deposit Securities from the basket in contemplation of index rebalancing changes.
A fund or its agent, through the NSCC or otherwise, makes
available on each Business Day, prior to the opening of business on the NYSE Arca, Inc. Exchange (currently 9:30 a.m., Eastern time), the current Fund Deposit for the fund. Such Deposit Securities are applicable, subject to any adjustments, in order
to effect creations of Creation Units of a fund until such time as the next-announced composition of the Deposit Securities is made available.
Procedures for Creation of Creation Units. To be eligible to place orders with the Distributor and to create a Creation Unit of a fund, an entity must be a Depository Trust Company (DTC) participant, such as a broker-dealer, bank, trust company, clearing
corporation or certain other organization, some of whom (and/or their representatives) own DTC (each a DTC Participant). DTC acts as securities depositary for the shares. The DTC Participant must have executed an agreement with the Distributor with
respect to creations and redemptions of Creation Units (Participant Agreement). A DTC Participant that has executed a Participant Agreement is referred to as an Authorized Participant. Investors should contact the Distributor for the names of
Authorized Participants that have signed a Participant Agreement. All shares of a fund, however created, will be entered on the records of DTC in the name of DTC or its nominee and deposited with, or on behalf of, DTC.
All orders to create shares must be placed for one or more
Creation Units. Orders must be transmitted by an Authorized Participant pursuant to procedures set forth in the Participant Agreement. The date on which an order to create Creation Units (or an order to redeem Creation Units, as discussed below) is
placed is referred to as the Transmittal Date. Orders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement, as
described below. Economic or market disruptions or changes, or telephone or other communication failure, may impede the ability to reach the Distributor or an Authorized Participant.
On days when the New York Stock Exchange or U.S. or non-U.S.
bond markets close earlier than normal, a fund may require purchase orders to be placed earlier in the day. All questions as to the number of Deposit Securities to be delivered, and the validity, form and eligibility (including time of receipt) for
the deposit of any tendered securities, will be determined by the Trust, whose determination shall be final and binding.
If the Distributor does not receive both the required Deposit
Securities and the Cash Component by the specified time on the settlement date, the Trust may cancel or revoke acceptance of such order. Upon written notice to the Distributor, such canceled or revoked order may be resubmitted the following Business
Day using the Fund Deposit as newly constituted to reflect the then current NAV of a fund. The delivery of Creation Units so created generally will occur no later than the settlement date.
Creation Units may be created in advance of receipt by the
Trust of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater than the NAV of the shares on the date the order is placed since, in addition to available
Deposit Securities, U.S. cash (or an equivalent amount of non-U.S. currency) must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) at least 110% (with respect to Schwab U.S. Broad Market ETF, Schwab 1000 Index ETF,
Schwab U.S. Large-Cap ETF, Schwab U.S. Large-Cap Growth ETF, Schwab U.S. Large-Cap Value ETF, Schwab U.S. Mid-Cap ETF, Schwab U.S. Small-Cap ETF, and Schwab U.S. Dividend Equity ETF (Domestic Funds)) or 115% (with respect to Schwab International
Equity ETF, Schwab International Small-Cap Equity ETF, and Schwab Emerging Markets Equity ETF (International Funds)), which the Trust may change from time to time, of the market value of the undelivered Deposit Securities (the Additional Cash
Deposit) with a fund pending delivery of any missing Deposit Securities. The Authorized Participant must deposit with the custodian the appropriate amount of federal funds by 10:00 a.m. New York time (or such other time as specified by the Trust) on
the settlement date. If the Distributor does not receive the Additional Cash Deposit in the appropriate amount by such time, then the order may be deemed to be rejected and the Authorized Participant shall be liable to a fund for losses, if any,
resulting therefrom. An additional amount of U.S. cash (or an equivalent amount of non-U.S. currency) shall be required to be deposited with the Distributor, pending
delivery of the missing Deposit Securities to the extent necessary to
maintain the Additional Cash Deposit with the Trust in an amount at least equal to 110% or 115% as required, which the Trust may change from time to time, of the daily marked to market value of the missing Deposit Securities. To the extent that
missing Deposit Securities are not received by the specified time on the settlement date, or in the event a marked-to-market payment is not made within one Business Day following notification by the Distributor that such a payment is required, the
Trust may use the cash on deposit to purchase the missing Deposit Securities. The Authorized Participant will be liable to the Trust for the costs incurred by the Trust in connection with any such purchases. These costs will be deemed to include the
amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the transmittal date plus the brokerage and related transaction costs associated with such purchases. The Trust will return
any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Distributor or purchased by the Trust and deposited into the Trust. In addition, a transaction fee, as listed below, will
be charged in all cases.
Acceptance of Orders for Creation
Units. The Trust reserves the absolute right to reject or revoke acceptance of a creation order transmitted to it by the Distributor in respect of a fund. For example, the Trust may reject or revoke acceptance of an
order, if (i) the order does not conform to the procedures set forth in the Participant Agreement; (ii) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of a fund; (iii) the Deposit
Securities delivered are not as disseminated through the facilities of the NSCC for that date by a fund as described above; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to a fund; (v) acceptance of the Fund
Deposit would, in the opinion of counsel, be unlawful; (vi) acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or CSIM, have an adverse effect on the Trust or the rights of beneficial owners; or (vii) in the event that
circumstances outside the control of the Trust, the custodian, the Distributor or CSIM make it for all practical purposes impossible to process creation orders. Examples of such circumstances include natural disaster, war, revolution; public service
or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other
information systems affecting the Trust, CSIM, the Distributor, DTC, NSCC, custodian (or sub-custodian) or any other participant in the creation process, and similar extraordinary events. The Distributor shall notify a prospective creator of a
Creation Unit and/or the Authorized Participant acting on behalf of the creator of a Creation Unit of its rejection of the order of such person. The Trust, custodian (or sub-custodian) and the Distributor are under no duty, however, to give
notification of any defects or irregularities in the delivery of Fund Deposits nor shall any of them incur any liability for the failure to give any such notification.
Creation/Redemption Transaction Fee. The funds may impose a transaction fee on investors purchasing or redeeming Creation Units. The transaction fee will be limited to amounts that have been determined by CSIM to be appropriate. The purpose of the
transaction fee is to protect the existing shareholders of the funds from the dilutive costs associated with the purchase and redemption of Creation Units. Where the funds permit cash creations (or redemptions) or cash in lieu of depositing one or
more Deposit Securities, the purchaser (or redeemer) may be assessed a higher transaction fee to offset the transaction cost to the funds of buying (or selling) those particular Deposit Securities. Transaction fees will differ for the funds,
depending on the transaction expenses related to the funds’ portfolio securities. Every purchaser of a Creation Unit will receive a prospectus that contains disclosure about the transaction fee, including the maximum amount of the additional
variable transaction fee charged by each fund. In certain circumstances, the cost of any standard transaction fees and/or variable transaction fees may be waived by a fund when doing so is believed to be in the best interests of the funds. From time
to time, the investment adviser may cover the cost of any transaction fees.
The following table shows, as of November
29, 2019, the approximate value of one Creation Unit of the funds and sets forth the standard and additional creation/redemption transaction fee for the funds.
Name
of Fund
|
Approximate
Value of
One Creation Unit
|
Standard
Creation/Redemption
Transaction Fee
|
Maximum
Additional
Creation Transaction Fee*
|
Maximum
Additional
Redemption Transaction Fee*
|
Schwab
U.S. Broad Market ETF
|
$3,764,000
|
$
1,500
|
3.0%
|
2.0%
|
Schwab
1000 Index ETF
|
$1,546,000
|
$
500
|
3.0%
|
2.0%
|
Schwab
U.S. Large-Cap ETF
|
$3,760,000
|
$
500
|
3.0%
|
2.0%
|
Schwab
U.S. Large-Cap Growth ETF
|
$4,531,000
|
$
500
|
3.0%
|
2.0%
|
Schwab
U.S. Large-Cap Value ETF
|
$2,955,500
|
$
500
|
3.0%
|
2.0%
|
Schwab
U.S. Mid-Cap ETF
|
$2,971,500
|
$
500
|
3.0%
|
2.0%
|
Schwab
U.S. Small-Cap ETF
|
$3,699,000
|
$
1,500
|
3.0%
|
2.0%
|
Schwab
U.S. Dividend Equity ETF
|
$2,854,500
|
$
250
|
3.0%
|
2.0%
|
Schwab
International Equity ETF
|
$3,327,000
|
$10,000
|
3.0%
|
2.0%
|
Schwab
International Small-Cap Equity ETF
|
$3,393,000
|
$10,000
|
3.0%
|
2.0%
|
Name
of Fund
|
Approximate
Value of
One Creation Unit
|
Standard
Creation/Redemption
Transaction Fee
|
Maximum
Additional
Creation Transaction Fee*
|
Maximum
Additional
Redemption Transaction Fee*
|
Schwab
Emerging Markets Equity ETF
|
$2,629,000
|
$
6,000
|
3.0%
|
2.0%
|
*
|
As a percentage of the total
amount invested or redeemed.
|
Placement of Redemption
Orders. The process to redeem Creation Units works much like the process to purchase Creation Units, but in reverse. Orders to redeem Creation Units of the funds must be delivered through an Authorized Participant.
Investors other than Authorized Participants are responsible for making arrangements for a redemption request to be made through an Authorized Participant. Orders must be accompanied or followed by the requisite number of shares of the funds
specified in such order, which delivery must be made to the Distributor no later than 10:00 a.m. New York time on the next Business Day following the Transmittal Date. All other procedures set forth in the Participant Agreement must be properly
followed.
A fund’s securities received on
redemption will generally correspond pro rata, to the extent practicable, to the securities in the fund’s portfolio. Fund securities received on redemption may not be identical to Deposit Securities that are applicable to creations of Creation
Units. An Authorized Participant submitting a redemption request is deemed to represent to the Trust that it (or its client) (i) owns outright or has full legal authority and legal beneficial right to tender for redemption the requisite number of
fund shares to be redeemed and can receive the entire proceeds of the redemption, and (ii) the fund shares to be redeemed have not been loaned or pledged to another party nor are they the subject of a repurchase agreement, securities lending
agreement or such other arrangement that would preclude the delivery of such fund shares to the Trust. The Trust reserves the right to verify these representations at its discretion, but will typically require verification with respect to a
redemption request from a fund in connection with higher levels of redemption activity and/or short interest in the fund. If the Authorized Participant, upon receipt of a verification request, does not provide sufficient verification of its
representations as determined by the Trust, the redemption request will not be considered to have been received in proper form and may be rejected by the Trust.
To the extent contemplated by an Authorized
Participant’s agreement, in the event the Authorized Participant has submitted a redemption request but is unable to transfer all or part of the Creation Units to be redeemed to the Distributor, the Distributor will nonetheless accept the
redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be secured by the Authorized Participant’s delivery and maintenance of collateral
consisting of cash having a value (marked-to-market daily) at least equal to 110% for the Domestic Funds and 115% for the International Funds, which CSIM may change from time to time, of the value of the missing shares.
The current procedures for collateralization of missing shares
require, among other things, that any cash collateral shall be in the form of U.S. dollars (or, at the discretion of the Trust, non-U.S. currency in an equivalent amount) in immediately-available funds and shall be held by the custodian and
marked-to-market daily. The fees of the custodian (and any sub-custodians) in respect of the delivery, maintenance and redelivery of the cash collateral shall be payable by the Authorized Participant. The Trust, on behalf of the funds, is permitted
to purchase the missing shares or acquire the Deposit Securities and the Cash Component underlying such shares at any time and will subject the Authorized Participant to liability for any shortfall between the cost to the Trust of purchasing such
shares, Deposit Securities or Cash Component and the value of the collateral.
If the requisite number of shares of a fund
are not delivered on the Transmittal Date as described above, the fund may reject or revoke acceptance of the redemption request. If it is not possible to effect deliveries of the fund securities, the Trust may in its discretion exercise its option
to redeem such shares in U.S. cash and the redeeming Authorized Participant will be required to receive its redemption proceeds in cash. In addition, an investor may request a redemption in cash that a fund may, in its sole discretion, permit. In
either case, the investor will receive a cash payment equal to the NAV of its shares based on the NAV of shares of a fund next determined after the redemption request is received (minus a redemption transaction fee and additional charge for
requested cash redemptions specified above, to offset the Trust’s brokerage and other transaction costs associated with the disposition of fund securities).
Redemptions of shares for fund securities will be subject to
compliance with applicable federal and state securities laws and the funds (whether or not it otherwise permits cash redemptions) reserve the right to redeem Creation Units for cash to the extent that the Trust could not lawfully deliver specific
fund securities upon redemptions or could not do so without first registering the fund securities under such laws.
The ability of the Trust to effect in-kind creations and
redemptions is subject, among other things, to the condition that, within the time period from the date of the order to the date of delivery of the securities, there are no days that are holidays in the applicable foreign market. Non-U.S. market
holiday schedules, coupled with standard settlement cycles, may require that a fund extend settlement longer than seven, but not greater than twelve, calendar days. For every occurrence of one or more intervening holidays in the applicable foreign
market that are not holidays observed in the U.S. equity market, the redemption settlement cycle may be extended by the number of such intervening holidays.
The Appendix titled “Non-U.S. Market
Holiday Schedules” of this SAI includes a list of the dates in the 2020 calendar year on which non-U.S. market holdings may affect the relevant securities markets of the listed countries. The list is based on information available to the
funds. The list may not be accurate or complete and is subject to change.
In addition to holidays, other unforeseeable closings in a
foreign market due to emergencies may also prevent the Trust from delivering securities within normal settlement period. The funds will not suspend or postpone redemption beyond seven days, except as permitted under
Section 22(e) of the 1940 Act or pursuant to exemptive relief obtained by the
Trust. Section 22(e) provides that the right of redemption may be suspended or the date of payment postponed with respect to the funds (1) for any period during which the NYSE is closed (other than customary weekend and holiday closings); (2) for
any period during which trading on the NYSE is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of the shares of a fund’s portfolio securities or determination of its net asset value is
not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.
Large Shareholder Redemptions.
Certain accounts or Schwab affiliates may from time to time own (beneficially or of record) or control a significant percentage of a fund’s shares. Redemptions by these shareholders of their holdings in a fund, to the extent such redemptions
are not executed in the secondary market but rather directly with the fund through an Authorized Participant, may impact the fund’s liquidity and NAV. These redemptions if made in cash, rather than in-kind, may also force a fund to sell
securities, which may negatively impact the fund’s brokerage costs. To the extent a fund effects redemptions in cash, this activity could also accelerate the realization of capital gains. Large purchases of shares, if made in cash rather than
in-kind, may adversely affect a fund’s performance to the extent that the fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would.
Pricing of Shares
Each business day, the funds calculate their share price, net
asset value per share or NAV, as of the close of the NYSE (generally 4:00 p.m. Eastern time). This means that NAVs are calculated using the values of a fund’s portfolio securities as of the close of the NYSE. Such values are required to be
determined in one of two ways: securities for which market quotations are readily available are required to be valued at current market value; and securities for which market quotations are not readily available or that the investment adviser deems
to be unreliable are required to be valued at fair value using procedures approved by the Board. If the NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, or the NYSE has an unscheduled
early closing on a day it has opened for business, the funds reserve the right to treat such day as a business day and accept purchase and redemption orders and calculate their share prices as of the normally scheduled close of regular trading on
the NYSE for that day.
To the extent a fund invests in foreign
securities, shareholders should be aware that because foreign markets are often open on weekends and other days when the funds are closed, the value of some of a fund’s securities may change on days when it is not possible to buy or sell
shares of the fund. The funds use approved pricing sources to provide values for their portfolio securities. Current market values are generally determined by the approved pricing sources as follows: securities traded on stock exchanges, excluding
the NASDAQ National Market System, are valued at the last-quoted sales price on the exchange on which such securities are primarily traded (closing values), or, lacking any sales, at the mean between the bid and ask prices; securities traded in the
over-the-counter market are generally valued at an evaluated price using a mid-price as supplied by an approved, independent pricing service. The mid-price is the mean of the bid and ask prices as calculated by the pricing service. Generally
securities listed on the NASDAQ National Market System are valued in accordance with the NASDAQ Official Closing Price. In addition, securities that are primarily traded on foreign exchanges are generally valued at the official closing price or last
sales price on the exchange where the securities are primarily traded with these values then translated into U.S. dollars at the current exchange rate. Fixed income securities normally are valued based on valuations provided by approved pricing
sources. Securities may be fair valued pursuant to procedures approved by the funds’ Board when a security is de-listed or its trading is halted or suspended; when a security’s primary pricing source is unable or unwilling to provide a
price; when a security’s primary trading market is closed during regular market hours; or when a security’s value is materially affected by events occurring after the close of the security’s primary trading market. The Board
regularly reviews fair value determinations made pursuant to the procedures.
NOTE: Transactions in fund shares will be priced at NAV only
if you purchase or redeem shares directly from a fund in Creation Units. Fund shares are purchased or sold on a national securities exchange at market prices, which may be higher (premium) or lower (discount) than NAV.
Taxation
This discussion of federal income tax consequences is based on
the Internal Revenue Code and the regulations issued thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, and may have a
retroactive effect with respect to the transactions contemplated herein.
Federal Tax Information for the Funds
It is each fund’s policy to qualify for
taxation as a “regulated investment company” (RIC) by meeting the requirements of Subchapter M of the Internal Revenue Code. By qualifying as a RIC, each fund expects to eliminate or reduce to a nominal amount the federal income tax to
which it is subject. If a fund does not qualify as a RIC under the Internal Revenue Code, it will be subject to federal income tax on its net investment income and any net realized capital gains. In addition, each fund could be required to recognize
unrealized gains, pay substantial taxes and interest, and make substantial distributions before requalifying as a RIC.
Each fund is treated as a separate entity
for federal income tax purposes and is not combined with the Trust’s other funds. Each fund intends to qualify as a RIC so that it will be relieved of federal income tax on that part of its income that is distributed to shareholders. In order
to qualify for treatment as a RIC, a fund must, among other requirements, distribute annually to its shareholders at least the sum of 90% of its investment company taxable income (generally, net investment income plus the excess, if any, of net
short-term capital gain over net long-term capital losses) and 90% of its net tax-exempt income. Among these requirements are the following: (i) at least 90% of a fund’s gross income each
taxable year must be derived from dividends, interest, payments with respect
to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such stock or securities or currencies and net income derived from an
interest in a qualified publicly traded partnership; (ii) at the close of each quarter of a fund’s taxable year, at least 50% of the value of its total assets must be represented by cash and cash items, U.S. government securities, securities
of other RICs and other securities, with such other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of a fund’s assets and that does not represent more than 10% of the outstanding voting
securities of such issuer; and (iii) at the close of each quarter of a fund’s taxable year, not more than 25% of the value of its assets may be invested in securities (other than U.S. government securities or the securities of other RICs) of
any one issuer or of two or more issuers and which are engaged in the same, similar, or related trades or businesses if the fund owns at least 20% of the voting power of such issuers, or the securities of one or more qualified publicly traded
partnerships.
Certain master limited partnerships may
qualify as “qualified publicly traded partnerships” for purposes of the Subchapter M diversification rules described above. To do so, the master limited partnership must satisfy two requirements during the taxable year. First, the
interests of such partnership either must be traded on an established securities market or must be readily tradable on a secondary market (or the substantial equivalent thereof). Second, the partnership must meet the 90% gross income requirements
for the exception from treatment as a corporation with gross income other than income consisting of dividends, interest, payments with respect to securities loans, or gains from the sale or other disposition of stock or securities or foreign
currencies, or other income derived with respect to its business of investing in such stock securities or currencies.
The Internal Revenue Code imposes a
non-deductible excise tax on RICs that do not distribute in a calendar year (regardless of whether they otherwise have a non-calendar taxable year) an amount equal to 98% of their “ordinary income” (as defined in the Internal Revenue
Code) for the calendar year plus 98.2% of their net capital gain for the one-year period ending on October 31 of such calendar year, plus any undistributed amounts from prior years. The non-deductible excise tax is equal to 4% of the deficiency. For
the foregoing purposes, a fund is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year and certain amounts with respect to which estimated taxes are paid in such calendar
year. A fund may in certain circumstances be required to liquidate fund investments to make sufficient distributions to avoid federal excise tax liability at a time when the investment adviser might not otherwise have chosen to do so, and
liquidation of investments in such circumstances may affect the ability of a fund to satisfy the requirements for qualification as a RIC.
Dividends and interest received from a fund’s holding of
foreign securities may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If the funds meet certain requirements, which include a
requirement that more than 50% of the value of the funds’ total assets at the close of its respective taxable year consists of stocks or securities of foreign corporations, then the funds should be eligible to file an election with the
Internal Revenue Service (IRS) that may enable shareholders, in effect, to receive either the benefit of a foreign tax credit, or a tax deduction, with respect to any foreign and U.S. possessions income taxes paid by the funds, subject to certain
limitations. Pursuant to this election, the funds will treat those taxes as dividends paid to its shareholders. Each such shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign
source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then, subject to certain limitations, either deduct the taxes deemed paid by him or her in computing his or her taxable income
or, alternatively, use the foregoing information in calculating any foreign tax credit the shareholder may be entitled to use against such shareholder’s federal income tax. If the funds make this election, the funds will report annually to its
shareholders the respective amounts per share of the funds’ income from sources within, and taxes paid to, foreign countries and U.S. possessions.
The funds’ transactions in foreign currencies and
forward foreign currency contracts will be subject to special provisions of the Internal Revenue Code that, among other things, may affect the character of gains and losses realized by the funds (i.e., may affect whether gains or losses are ordinary
or capital), accelerate recognition of income to the funds and defer losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require the funds to mark-to-market certain
types of positions in their portfolios (i.e., treat them as if they were closed out) which may cause the funds to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the RIC distribution
requirements for avoiding income and excise taxes. The funds intend to monitor their transactions, intend to make the appropriate tax elections, and intend to make the appropriate entries in their books and records when they acquire any foreign
currency or forward foreign currency contract in order to mitigate the effect of these rules so as to prevent disqualification of the funds as a RIC and minimize the imposition of income and excise taxes.
If the funds own shares in certain foreign investment
entities, referred to as “passive foreign investment companies” or “PFICs,” the funds will be subject to one of the following special tax regimes: (i) the funds are liable for U.S. federal income tax, and an additional
interest charge, on a portion of any “excess distribution” from such foreign entity or any gain from the disposition of such shares, even if the entire distribution or gain is paid out by the funds as a dividend to its shareholders; (ii)
if the funds were able and elected to treat a PFIC as a “qualified electing fund” or “QEF,” the funds would be required each year to include in income, and distribute to shareholders in accordance with the distribution
requirements set forth above, the funds’ pro rata share of the ordinary earnings and net capital gains of the passive foreign investment company, whether or not such earnings or gains are distributed to the funds; or (iii) the funds may be
entitled to mark-to-market annually shares of the PFIC, and in such event would be required to distribute to shareholders any such mark-to-market gains in accordance with the distribution requirements set forth above.
A fund’s transactions in futures contracts, forward
contracts, foreign currency exchange transactions, options and certain other investment and hedging activities may be restricted by the Internal Revenue Code and are subject to special tax rules. In a given case, these rules may accelerate income to
a fund, defer its losses, cause adjustments in the holding periods of a fund’s assets, convert short-term capital losses into long-term capital losses or otherwise affect the character of a fund’s income. These rules could therefore
affect the amount, timing and character of distributions to shareholders. Each fund will endeavor to make any available elections pertaining to these transactions in a manner believed to be in the best interest of a fund and its shareholders.
Under Section 988 of the Internal Revenue Code, special rules
are provided for certain transactions in a foreign currency other than the taxpayer’s functional currency (i.e., unless certain special rules apply, currencies other than the U.S. dollar). In general, foreign currency gains or losses from
forward contracts, from futures contracts that are not “regulated futures contracts,” and from unlisted options will be treated as ordinary income or loss under Section 988 of the Internal Revenue Code. Also, certain foreign exchange
gains or losses derived with respect to foreign fixed income securities are also subject to Section 988 treatment. In general, therefore, Section 988 gains or losses will increase or decrease the amount of a fund’s investment company taxable
income available to be distributed to shareholders as ordinary income, rather than increasing or decreasing the amount of the fund’s net capital gain.
Each fund is required for federal income tax purposes to
mark-to-market and recognize as income for each taxable year its net unrealized gains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and options
contracts on broad-based indexes required to be marked-to-market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. Each fund may be required
to defer the recognition of losses on futures contracts, options contracts and swaps to the extent of any unrecognized gains on offsetting positions held by the fund. It is anticipated that any net gain realized from the closing out of futures or
options contracts will be considered gain from the sale of securities and therefore will be qualifying income for purposes of the 90% requirement described above. Each fund distributes to shareholders at least annually any net capital gains which
have been recognized for federal income tax purposes, including unrealized gains at the end of the fund’s fiscal year on futures or options transactions. Such distributions are combined with distributions of capital gains realized on a
fund’s other investments and shareholders are advised on the nature of the distributions.
Federal Income Tax Information for Shareholders
The discussion of federal income taxation presented below
supplements the discussion in each fund’s prospectus and only summarizes some of the important federal tax considerations generally affecting shareholders of the funds. Accordingly, prospective investors (particularly those not residing or
domiciled in the United States) should consult their own tax advisors regarding the consequences of investing in the funds.
Any dividends declared by a fund in October, November or
December and paid the following January are treated, for tax purposes, as if they were received by shareholders on December 31 of the year in which they were declared. In general, distributions by a fund of investment company taxable income
(including net short-term capital gains), if any, whether received in cash or additional shares, will be taxable to you as ordinary income. A portion of these distributions may be treated as qualified dividend income (eligible for the reduced rates
to individuals as described below) to the extent that a fund receives qualified dividend income. Qualified dividend income is, in general, dividend income from taxable domestic corporations and certain foreign corporations (e.g., foreign
corporations incorporated in a possession of the United States or in certain countries with a comprehensive tax treaty with the United States, or the stock of which is readily tradable on an established securities market in the United States). A
dividend will not be treated as qualified dividend income to the extent that (i) the shareholder has not held the shares of the fund on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is 60
days before the date on which the shares of a fund become ex-dividend with respect to such dividend (and each fund also satisfies those holding period requirements with respect to the securities it holds that paid the dividends distributed to the
shareholder), (ii) the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to substantially similar or related property, or (iii) the shareholder elects to treat such dividend as
investment income under section 163(d)(4)(B) of the Internal Revenue Code. Dividends received by each fund from a REIT or another RIC may be treated as qualified dividend income only to the extent the dividend distributions are attributable to
qualified dividend income received by such REIT or RIC. It is expected that dividends received by the fund from a REIT and distributed to a shareholder generally will be taxable to the shareholder as ordinary income.
Distributions from net capital gain (if any) that are reported
as capital gains dividends are taxable as long-term capital gains without regard to the length of time the shareholder has held shares of a fund. However, if you receive a capital gains dividend with respect to fund shares held for six months or
less, any loss on the sale or exchange of those shares shall, to the extent of the capital gains dividend, be treated as a long-term capital loss. The maximum individual rate applicable to “qualified dividend income” and long-term
capital gains is generally either 15% or 20% depending on whether the individual’s income exceeds certain threshold amounts.
An additional 3.8% Medicare tax is imposed on certain net
investment income (including ordinary dividends and capital gain distributions received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of U.S. individuals, estates and trusts to the extent that such
person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.
At the beginning of every year, each fund will provide
shareholders with a tax reporting statement containing information detailing the estimated tax status of any distributions that the fund paid during the previous calendar year. REITs in which the funds invest often do not provide
complete and final tax information to the funds until after the time that the
fund issues the tax reporting statement. As a result, a fund may at times find it necessary to reclassify to the amount and character of its distributions to you after it issues your tax reporting statement. When such reclassification is necessary,
the fund will send you a corrected, final Form 1099-DIV to reflect the reclassified information. If you receive a corrected Form 1099-DIV, use the information on this corrected form, and not the information on the previously issued tax reporting
statement in completing your tax returns.
A fund will
inform you of the amount of your ordinary income dividends and capital gain distributions, if any, at the time they are paid and will advise you of their tax status for federal income tax purposes, including what portion of the distributions will be
qualified dividend income, shortly after the close of each calendar year.
If a fund makes a distribution to a shareholder in excess of a
fund’s current and accumulated earnings and profits in any taxable year, the excess distribution will be treated as a return of capital to the extent of the shareholder’s tax basis in its shares, and thereafter, as capital gain. A return
of capital is not taxable, but reduces a shareholder’s tax basis in its shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of its shares. To the extent that a return of capital
distribution exceeds a shareholder’s adjusted basis, the distribution will be treated as gain from the sale of shares.
For corporate investors in a fund, dividend distributions a
fund reports as dividends received from qualifying domestic corporations will be eligible for the 50% corporate dividends-received deduction to the extent they would qualify if the fund were a regular corporation. Distributions by a fund also may be
subject to state, local and foreign taxes, which may differ from the federal income tax treatment described above.
A sale of shares in a fund may give rise to a gain or loss. In
general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than one year. Otherwise, the gain or loss on the taxable disposition of shares will be
treated as short-term capital gain or loss. The maximum individual tax rate applicable to long-term capital gains is generally either 15% or 20%, depending on whether the individual’s income exceeds certain threshold amounts. Any loss realized
upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received (or deemed received) by the shareholder with respect to the
shares. All or a portion of any loss realized upon a taxable disposition of shares will be disallowed if other substantially identical shares of a fund are purchased within 30 days before or after the disposition. In such a case, the basis of the
newly purchased shares will be adjusted to reflect the disallowed loss.
Under the Regulated Investment Company Modernization Act of
2010, net capital losses incurred by the fund in the taxable years after the effective enactment date, December 22, 2010, will not expire. However, such losses must be utilized prior to the losses incurred in the year preceding enactment. As a
result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Post-enactment capital losses that arise in fiscal years beginning after the enactment date exclude any elective post-October capital losses
deferred during the period from November 1 to the end of the fund’s fiscal year. In addition, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term losses rather than short-term as
under previous law.
An Authorized Participant who
exchanges securities for Creation Units generally will recognize a gain or a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time and the sum of the exchanger’s aggregate basis in
the securities surrendered plus the amount of cash paid for such Creation Units. A person who redeems Creation Units will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the
sum of the aggregate market value of any securities received plus the amount of any cash received for such Creation Units. The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted
currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position.
Any capital gain or loss realized upon the creation of
Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged for such Creation Units have been held for more than one year. Any capital gain or loss realized upon the redemption of Creation Units will
generally be treated as long-term capital gain or loss if the shares comprising the Creation Units have been held for more than one year. Otherwise, such capital gains or losses will be treated as short-term capital gains or losses.
Each fund has the right to reject an order to for Creation
Units if the purchaser (or group of purchasers) would, upon obtaining the shares so ordered, own 80% or more of the outstanding shares of the fund and if, pursuant to section 351 of the Internal Revenue Code, the respective fund would have a basis
in the deposit securities different from the market value of such securities on the date of deposit. Each fund also has the right to require information necessary to determine beneficial Share ownership for purposes of the 80% determination.
Certain tax-exempt shareholders, including qualified pension
plans, individual retirement accounts, salary deferral arrangements, 401(k)s, and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income (UBTI). Under current law,
each fund generally serves to block UBTI from being realized by their tax-exempt shareholders. However, notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by virtue of its investment in a fund where, for example, (i) a fund
invests in REITs that hold residual interests in real estate mortgage investment conduits (REMICs) or (ii) its shares in the fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of section 514(b) of
the Internal Revenue Code. Charitable remainder trusts are subject to special rules and should consult their tax advisors. There are no restrictions preventing a fund from
holding investments in REITs that hold residual interests in REMICs, and a
fund may do so. The IRS has issued recent guidance with respect to these issues and prospective shareholders, especially charitable remainder trusts, are strongly encouraged to consult with their tax advisors regarding these issues.
For taxable years beginning after 2017 and
before 2026, non-corporate taxpayers generally may deduct 20% of “qualified business income” derived either directly or through partnerships or S corporations. For this purpose, “qualified business income” generally includes
ordinary REIT dividends and income derived from MLP investments. Proposed regulations which may be relied upon pending the issuance of final regulations permit a fund to pass through to shareholders the character of ordinary REIT dividends so as to
allow non-corporate shareholders to claim this deduction. There currently is no mechanism for a fund to pass through to non-corporate shareholders the character of income derived from MLP investments. It is uncertain whether future legislation or
other guidance will enable a fund to pass through to non-corporate shareholders the ability to claim this deduction with respect to income derived from MLP investments.
Backup Withholding –
Each fund will be required in certain cases to withhold at the applicable withholding rate and remit to the U.S. Treasury the withheld amount of taxable dividends and redemption proceeds paid to any shareholder who (1) fails to provide a correct
taxpayer identification number certified under penalty of perjury; (2) is subject to withholding by the IRS for failure to properly report all payments of interest or dividends; (3) fails to provide a certified statement that he or she is not
subject to “backup withholding;” or (4) fails to provide a certified statement that he or she is a U.S. person (including a U.S. resident alien). Backup withholding is not an additional tax and any amounts withheld may be credited
against the shareholder’s ultimate U.S. tax liability.
Disclosure for Non-U.S. Shareholders – Foreign shareholders (i.e., nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on
distributions derived from net investment income and short-term capital gains; provided, however, that U.S. source interest related dividends and short-term capital gain dividends generally are not subject to U.S. withholding tax if a fund elects to
report such dividends in written notice. Distributions to foreign shareholders of such short-term capital gain dividends and of long-term capital gains, and any gains from the sale or other disposition of shares of a fund, generally are not subject
to U.S. taxation, unless the recipient is an individual who either (1) meets the Internal Revenue Code’s definition of “resident alien” or (2) is physically present in the U.S. for 183 days or more per year. Foreign shareholders
may also be subject to U.S. estate taxes with respect to shares in a fund. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign
shareholder entitled to claim the benefits of a tax treaty may be different than those described above. Notwithstanding the foregoing, a portion of the income, if any, derived by a fund from investments in REITs that hold residual interests in
REMICs may be classified as “excess inclusion income.” With respect of foreign shareholders, no exemption or reduction in withholding tax will apply to such excess inclusion income.
The funds are required to withhold U.S. tax (at a 30% rate) on
payments of taxable dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign
investment accounts. Shareholders may be requested to provide additional information to the Funds to enable the Funds to determine whether withholding is required.
A look-through rule will apply to distributions of so-called
FIRPTA gain by a fund if the fund is classified as a “qualified investment entity,” which includes an entity taxable as a RIC if, in general, more than 50% of the RIC’s assets consist of interests in REITs and other U.S. real
property holding corporations. If this condition is met, in the absence of certain exceptions (described below), distributions by the fund to a foreign shareholder, to the extent derived from gain from the disposition of a U.S. real property
interest (USRPI), will be treated as FIRPTA gain subject to U.S. withholding tax at a rate of 35%, and requiring that the foreign shareholder file nonresident U.S. income tax returns. Also, such gain will be subject to a 30% branch profits tax in
the hands of a foreign corporate shareholder.
Provided,
however, that the class of fund shares held by a foreign shareholder is regularly traded on an established U.S. securities exchange and the foreign shareholder did not own more than 5% of that class of shares at any time during the one-year period
ending on the date of the distribution, distributions made by the fund will not be treated as FIRPTA gain under the look-through rule; instead, capital gain distributions from USRPI gain in the hands of a foreign shareholder will be taxed as
ordinary income and will generally be subject to withholding at a 30% rate (or lower treaty rate). If a fund is treated as a “qualified investment entity,” unless the fund is “domestically controlled,” meaning that less than
50% of the shares of the fund is held directly or indirectly by foreign shareholders for a five-year period ending on the date of the distribution, dispositions of fund shares by a foreign shareholder that does not satisfy the conditions of the 5%
ownership exception described above generally will be treated as FIRPTA gain subject to withholding at a 15% rate, and requiring that foreign shareholders file nonresident U.S. income tax returns.
Reportable Transactions
– Under U.S. Treasury regulations, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the
IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC such as the funds are not excepted. Future guidance
may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the
loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Shareholders are urged to consult their tax advisors as to the
state and local tax rules affecting investments in the funds.
Appendix – non-u.s. market Holiday schedules
The following list sets forth the dates in
the 2020 calendar year on which non-U.S. market holidays may affect the relevant securities markets of the listed countries. The list is based on information available to the funds. The list may not be accurate or complete and is subject to
change.
Argentina
|
January
1
February 24
February 25
March 23
|
March
24
April 2
April 9
April 10
|
May
1
May 25
June 17
June 20
|
June
20
July 9
July 10
August 17
|
October
12
November 20
December 7
December 8
December 25
|
Australia
|
January
1
January 27
|
April
10
April 13
|
June
8
December 25
|
December
28
|
|
Austria
|
January
1
April 10
|
April
13
May 1
|
June
1
October 26
|
December
24
December 25
|
December 31
|
Belgium
|
January
1
|
April
10
|
April
13
|
May
1
|
December 25
|
Brazil
|
January
1
February 24
February 25
|
February
26
April 10
April 21
|
May
1
June 11
July 9
|
September
7
October 12
November 2
|
November
20
December 24
December 25
December 31
|
Canada
|
January
1
February 17
|
April
10
May 18
|
July
1
August 3
|
September
7
October 12
|
December
25
December 28
|
Chile
|
January
1
April 10
|
May
1
May 21
|
June
29
July 19
|
September
18
October 12
|
December
8
December 25
|
China
|
January
1
January 24
January 27
|
January
28
January 29
January 30
|
April
6
May 1
June 25
|
October
1
October 2
October 5
|
October
6
October 7
|
Colombia
|
January
1
January 6
March 23
April 9
|
April
10
May 1
May 25
June 15
|
June
22
June 29
July 20
August 7
|
August
17
October 12
November 2
November 16
|
December
8
December 25
|
The
Czech Republic
|
January
1
April 10
April 13
|
May
1
May 8
July 6
|
September
28
October 28
November 17
|
December
24
December 25
December 31
|
|
Denmark
|
January
1
April 9
April 10
|
April
13
May 8
May 21
|
May
22
June 1
June 5
|
December
24
December 25
December 31
|
|
Egypt
The Egyptian Exchange is open Sunday through Thursday.
|
January
1
January 7
January 23
April 19
|
April
20
April 25
May 1
May 24
|
May
25
May 26
July 1
July 23
|
August
2
August 3
August 20
October 6
|
October
29
|
Finland
|
January
1
January 6
|
April
10
April 13
|
May
1
May 21
|
June
19
December 24
|
December
25
December 31
|
France
|
January
1
|
April
10
|
April
13
|
May
1
|
December 25
|
Germany
|
January
1
April 10
|
April
13
May 1
|
December
24
December 25
|
December
31
|
|
Greece
|
January
1
January 6
March 2
|
March
25
April 10
April 13
|
April
17
April 20
May 1
|
June
8
October 28
December 24
|
December 25
|
Hong
Kong
|
January
1
January 27
January 28
|
April
10
April 13
April 30
|
May
1
June 25
July 1
|
October
1
October 2
October 26
|
December 25
|
Hungary
|
January
1
March 15
April 10
|
April
13
May 1
June 1
|
August
20
August 21
October 23
|
November
1
December 24
December 25
|
December
26
December 31
|
India
|
February
21
March 9
April 2
|
April
6
April 10
April 14
|
May
1
July 31
August 20
|
August
28
October 2
November 16
|
November
30
December 25
|
Indonesia
|
January
1
March 25
April 10
May 1
|
May
7
May 21
May 22
May 25
|
May
26
May 27
June 1
July 31
|
August
17
August 20
October 29
December 24
|
December
25
December 31
|
Ireland
|
January
1
|
April
10
|
April
13
|
May
1
|
December 25
|
Israel
The Tel-Aviv Stock Exchange is open Sunday through Thursday.
|
March
10
April 8
April 9
|
April
14
April 15
April 28
|
April
29
May 28
May 29
|
July
30
September 20
September 27
|
September 28
|
Italy
|
January
1
|
April
10
|
April
13
|
May
1
|
December 25
|
Japan
|
January
1
January 2
January 3
January 13
|
February
11
February 24
March 20
April 29
|
May
4
May 5
May 6
July 23
|
July
24
August 10
September 21
September 22
|
November
3
November 23
December 31
|
Luxembourg
|
January
1
|
April
10
|
April
13
|
May
1
|
December 25
|
Malaysia
|
January
1
January 27
February 1
|
February
8
May 1
May 7
|
May
11
May 25
June 6
|
July
31
August 20
August 31
|
September
16
October 29
November 14
December 25
|
Mexico
|
January
1
February 3
|
February
5
March 16
|
April
9
April 10
|
May
1
September 16
|
November
16
November 20
December 25
|
Netherlands
|
January
1
|
April
10
|
April
13
|
May
1
|
December 25
|
New
Zealand
|
January
1
January 2
|
February
6
April 10
|
April
13
April 27
|
June
1
October 26
|
December
25
December 28
|
Norway
|
January
1
April 9
|
April
10
April 13
|
May
1
May 21
|
June
1
December 24
|
December
25
December 31
|
Philippines
|
January
1
January 25
February 25
April 9
|
April
10
April 11
May 1
June 12
|
August
21
August 31
November 1
November 2
|
November
30
December 8
December 24
December 25
|
December
30
December 31
|
Poland
|
January
1
January 6
|
April
10
April 13
|
May
1
June 11
|
December
24
December 25
|
December 31
|
Portugal
|
January
1
|
April
10
|
April
13
|
May
1
|
December 25
|
Russia
|
January
1
January 2
|
January
7
February 24
|
March
9
May 1
|
May
11
June 12
|
November
4
December 31
|
Singapore
|
January
1
January 27
|
April
10
May 1
|
May
7
May 25
|
July
31
August 10
|
November
14
December 25
|
South
Africa
|
January
1
March 21
April 10
|
April
13
April 27
May 1
|
June
16
August 9
September 24
|
December
16
December 25
December 26
|
|
South
Korea
|
January
1
January 24
January 27
|
April
30
May 1
May 5
|
September
30
October 1
October 2
|
October
9
December 25
December 31
|
|
Spain
|
January
1
|
April
10
|
April
13
|
May
1
|
December 25
|
Sweden
|
January
1
April 10
|
April
13
May 1
|
May
21
June 19
|
December
24
December 25
|
December
26
|
Switzerland
|
January
1
January 2
|
April
10
April 13
|
May
1
May 21
|
June
1
December 24
|
December
25
December 31
|
Taiwan
|
January
1
January 24
January 27
|
January
28
January 29
February 28
|
April
3
April 4
May 1
|
June
25
October 1
October 9
|
October 10
|
Thailand
|
January
1
February 10
April 6
April 13
|
April
14
April 15
May 1
May 4
|
May
6
June 3
July 6
July 28
|
August
12
October 13
October 23
December 7
|
December
10
December 31
|
Turkey
|
January
1
April 23
May 1
|
May
16
May 24
May 25
|
May
26
July 15
July 31
|
August
1
August 2
August 3
|
October 29
|
United
Kingdom
|
January
1
April 10
|
April
13
May 8
|
May
25
August 31
|
December
25
|
|
Charles Schwab Investment Management, Inc.
The Charles Schwab
Family of Funds
Schwab Investments
Schwab Capital
Trust
Schwab Annuity Portfolios
Laudus Trust
Schwab Strategic Trust
PROXY VOTING POLICY AND
PROCEDURES
AS OF MARCH, 2019
Charles Schwab Investment
Management, Inc. (“CSIM”), as an investment adviser, is generally responsible for voting proxies with respect to the securities held in accounts of investment companies and other clients for which it provides discretionary investment
management services. CSIM’s Proxy Committee exercises and documents CSIM’s responsibility with regard to voting of client proxies (the “Proxy Committee”). The Proxy Committee is composed of CSIM personnel, including
representatives from the Fund Administration, Portfolio Management, and Investment Risk and Oversight departments, with input from other relevant departments. The Proxy Committee reviews these policies periodically. The policies stated in these
Proxy Voting Policy and Procedures (the “Proxy Policies”) pertain to all of CSIM’s clients.
The Boards of Trustees (the
“Board”) of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, and Schwab Annuity Portfolios (“Schwab Funds”), Laudus Trust (“Laudus Funds”) and Schwab Strategic Trust (“Schwab
ETFs”; collectively with the Schwab Funds and Laudus Funds, the “Funds”) have delegated the responsibility for voting proxies to CSIM through their respective investment advisory agreements. The Board has adopted these Proxy
Policies with respect to proxies voted on behalf of the various series of the Schwab Funds, Laudus Funds, and Schwab ETFs. CSIM will present amendments to the Board for approval. However, there may be circumstances where the Proxy Committee deems it
advisable to amend these Proxy Policies between regular Schwab Funds, Laudus Funds and Schwab ETFs Board meetings. In such cases, the Board will be asked to ratify any changes at its next regular meeting.
To assist CSIM in its responsibility for
voting proxies and the overall proxy voting process, CSIM has retained Glass, Lewis & Co., LLC (“Glass Lewis”) as an expert in the proxy voting and corporate governance area. The services provided by Glass Lewis include in-depth
research, global issuer analysis, and voting recommendations as well as vote execution, reporting and record keeping. CSIM has also retained Institutional Shareholder Services Inc. to conduct research on certain topics and may retain additional
experts in the proxy voting and corporate governance area in the future.
The Proxy Committee has the ultimate
responsibility for making the determination of how to vote the shares to seek to maximize the value of that particular holding.
As a leading asset
manager, it is CSIM’s responsibility to use its proxy votes to encourage transparency and corporate governance structures that it believes protect or promote shareholder value.
Just as the investors in CSIM’s equity
funds generally have a long-term investment horizon, CSIM takes a long-term, measured approach to investment stewardship. CSIM’s client-first philosophy drives all of its efforts, including its approach to decision making. In the investment
stewardship context, that unfolds through CSIM’s efforts to appropriately manage risk by encouraging transparency and focusing on those corporate governance structures that will help protect or promote shareholder value.
In general, CSIM believes corporate
directors, as the elected representatives of all shareholders, are best positioned to oversee the management of their companies. Accordingly, CSIM typically supports a board of directors’ and management’s recommendations on proxy
matters. However, CSIM does not follow these recommendations when it believes doing so would not be in the best interests of shareholders.
III.
|
PROXY VOTING GUIDELINES
|
CSIM
invests on behalf of its clients in companies domiciled all over the world. Since corporate governance standards and best practices differ by country and jurisdiction, the market context is taken into account in the analysis of proposals.
Furthermore, there are instances where CSIM may determine that voting is not in the best interests of its clients (typically due to costs or to trading restrictions) and will refrain from submitting votes.
The Proxy Committee receives and reviews
Glass Lewis’ proxy voting policies and procedures (“Glass Lewis’ Proxy Policies”) and evaluates them in light of the long-term best interests of shareholders. CSIM generally utilizes Glass Lewis’ Proxy Policies (which
are posted on the Funds’ website) except in instances where Glass Lewis’ Proxy Policies do not align with CSIM’s proxy voting philosophy, in which case CSIM creates a custom voting policy to reflect its views on a given
topic.
The following is a
summary of key guidelines which are grouped according to types of proposals usually presented to shareholders in proxy statements.
A.
|
DIRECTORS AND AUDITORS
|
As a starting point, CSIM expects the
board to be composed of a majority of independent directors and to be responsive to shareholders. CSIM also expects directors that serve on a company’s nominating, compensation or audit committee to be independent.
Factors that may result in a vote against
one or more directors:
•
|
The board is not majority
independent
|
•
|
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
|
CSIM typically supports the ratification
of auditors unless CSIM believes that the auditors’ independence may have been compromised.
Factors that may result in a vote against
the ratification of auditors:
•
|
Audit-related fees are less
than half of the total fees paid by the company to the audit firm
|
•
|
A recent
material restatement of annual financial statements
|
•
|
A pattern of inaccurate
audits or other behavior that may call into question an auditor’s effectiveness
|
CSIM generally defers to
management’s recommendation for classified board proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting a shareholder proposal to de-classify a board:
•
|
The
company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
|
•
|
The
company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
|
•
|
The
company had material financial statement restatements
|
•
|
The
company’s board adopted a Shareholder Rights Plan (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
|
CSIM generally supports majority voting
proposals when they call for plurality voting standards in contested elections.
CSIM typically supports the concept of
voting rights being proportional to shareholders’ economic stake in the company. Therefore, CSIM will generally not support cumulative voting proposals unless the company has a controlling shareholder or shareholder group and has plurality
voting standards.
CSIM typically does not support proxy
access proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting proxy access:
•
|
The
company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
|
•
|
The
company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
|
•
|
The
company had material financial statement restatements
|
•
|
The
company’s board adopted a Shareholder Rights Plan during the past year and did not submit it to shareholders for approval
|
CSIM believes that the board is typically
best positioned to determine its leadership structure. Therefore, CSIM will typically not support proposals requiring an independent chair unless CSIM has concerns regarding the board’s accountability or responsiveness to shareholders.
Factors that may result in a vote
supporting a shareholder proposal requiring an independent chair:
•
|
The
company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings
|
•
|
The
company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting
|
•
|
The
company had material financial statement restatements
|
•
|
The
company’s board adopted a Shareholder Rights Plan during the past year and did not submit it to shareholders for approval
|
i.
|
Advisory Vote on Executive Compensation and Frequency
|
CSIM generally supports advisory votes on
executive compensation (which are proposed by management and are known as “Say-On-Pay”) when the compensation scheme appears aligned with shareholder economic interests and lacks problematic features.
Factors that may result
in a vote against a company’s Say-On-Pay proposal:
•
|
Executive
compensation is out of line with industry peers considering the company’s performance over time
|
•
|
Executive
compensation plan includes significant guaranteed bonuses or has a low amount of compensation at risk
|
•
|
Executive
compensation plan offers excessive perquisites, tax-gross up provisions, or golden parachutes
|
CSIM typically supports annual advisory
votes on executive compensation.
ii.
|
Equity Compensation Plans
|
CSIM generally supports stock-based
compensation plans when they do not overly dilute shareholders by providing participants with excessive awards and lack problematic features.
Factors that may result in a vote against
Equity Compensation Plans:
•
|
Plan’s total potential
dilution appears excessive
|
•
|
Plan’s burn rate
appears excessive compared to industry peers
|
•
|
Plan allows for the
re-pricing of options without shareholder approval
|
•
|
Plan has
an evergreen feature
|
iii.
|
Employee Stock Purchase Plans
|
CSIM supports the concept of broad
employee participation in a company’s equity. Therefore, CSIM typically supports employee stock purchase plans when the shares can be purchased at 85% or more of the shares’ market value.
iv.
|
Re-price/Exchange Option Plans
|
CSIM generally only supports
management’s proposals to re-price options when the plan excludes senior management and directors, does not excessively dilute shareholders, and the company has not significantly underperformed its industry peers over time.
i.
|
Shareholder Rights Plans
|
Shareholder Rights Plans constrain a
potential acquirer’s ability to buy shares in a company above a certain threshold without the approval of the company’s board of directors. While such a plan may help a company in achieving a higher bid, it may also entrench the
incumbent management and board. CSIM believes that shareholders should have the right to approve a Shareholder Rights Plan within a year of its adoption. CSIM generally votes against such plans if they do not have safeguards to protect shareholder
interests.
Factors that may result
in a vote against a Shareholder Rights Plan proposal:
•
|
Plan does not expire in a
relatively short time horizon
|
•
|
Plan does
not have a well-crafted permitted bid or qualified offer feature that mandates shareholder votes in certain situations
|
•
|
Plan automatically renews
without shareholder approval
|
•
|
Company’s
corporate governance profile
|
ii.
|
Right to Call Special Meeting
|
CSIM generally votes
against shareholder proposals asking for shareholders to be given the right to call a special meeting unless the threshold to call a special meeting is 25% or more of shares outstanding to avoid wasting corporate resources.
iii.
|
Right to Act by Written Consent
|
CSIM generally votes
against shareholder proposals asking for shareholders to be given the right to act by written consent if the company already offers shareholders the right to call special meetings. CSIM expects appropriate mechanisms for implementation.
CSIM generally supports the concept of
simple majority standards to pass proposals.
E.
|
CAPITAL STRUCTURE, MERGERS
AND ACQUISITIONS
|
i.
|
Increase in Authorized Common Shares
|
CSIM typically supports proposals to
increase the authorized shares unless the company does not sufficiently justify the need for the use of the proposed shares.
CSIM generally supports proposals to
create a class of preferred shares with specific voting, dividend, conversion and other rights.
iii.
|
Mergers and Acquisitions
|
CSIM generally supports transactions that
appear to maximize shareholder value. In assessing the proposals, CSIM considers the proposed transaction’s strategic rationale, the offer premium, the board’s oversight of the sales process, and other pertinent factors.
F.
|
ENVIRONMENTAL AND SOCIAL
PROPOSALS
|
|
Environmental and social
shareholder proposals typically request companies to 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
|
CSIM expects the board of directors to
have an oversight process for political contributions and lobbying proposals. CSIM generally votes against political contribution shareholder proposals unless there is no evidence of board oversight.
A.
|
CONFLICTS OF INTERESTS
|
|
With respect to proxies of
an underlying affiliated Fund, the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of such Fund (i.e., “echo vote”), unless otherwise required by law. When required by law or applicable
exemptive order, the Proxy Committee will also “echo vote” proxies of an unaffiliated mutual fund or exchange traded fund (“ETF”). For example, certain exemptive orders issued to the Funds by the Securities and Exchange
Commission and Section 12(d)(1)(F) of the Investment Company Act of 1940, as amended, require the Funds, under certain circumstances, to “echo vote” proxies of registered investment companies that serve as underlying investments of the
Funds.
|
|
In
addition, with respect to holdings of The Charles Schwab Corporation (“CSC”) (ticker symbol: SCHW), the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of CSC (i.e., “echo
vote”), unless otherwise required by law.
|
|
Other than proxies that will
be “echo voted”, proxy issues that present material conflicts of interest between CSIM, and/or any of its affiliates, and CSIM’s clients will be delegated to Glass Lewis to be voted in accordance with CSIM’s Proxy Voting
Guidelines.
|
B.
|
FOREIGN
SECURITIES/SHAREBLOCKING
|
|
CSIM has
arrangements with Glass Lewis for the execution of proxy votes. However, voting proxies with respect to shares of foreign securities may involve significantly greater effort and corresponding cost than voting proxies with respect to domestic
securities, due to the variety of regulatory schemes and corporate practices in foreign countries with respect to proxy voting. Problems voting foreign proxies may include the following:
|
•
|
proxy statements and ballots
written in a foreign language;
|
•
|
untimely and/or inadequate
notice of shareholder meetings;
|
•
|
restrictions of
foreigner’s ability to exercise votes;
|
•
|
requirements to vote proxies
in person;
|
•
|
requirements
to provide local agents with power of attorney to facilitate CSIM’s voting instructions.
|
In consideration of
the foregoing issues, Glass Lewis uses its best efforts to vote foreign proxies. As part of its ongoing oversight, the Proxy Committee will monitor the voting of foreign proxies to determine whether all reasonable steps are taken to vote foreign
proxies. If the Proxy Committee determines that the cost associated with the attempt to vote outweighs the potential benefits clients may derive from voting, the Proxy Committee may decide not to attempt to vote. In addition, certain foreign
countries impose restrictions on the sale of securities for a period of time before and/or after the shareholder meeting. To avoid these trading restrictions, the Proxy Committee instructs Glass Lewis not to vote such foreign proxies
(shareblocking).
Certain of the Funds
enter into securities lending arrangements with lending agents to generate additional revenue for their portfolios. In securities lending arrangements, any voting rights that accompany the loaned securities generally pass to the borrower of the
securities, but the lender retains the right to recall a security and may then exercise the security’s voting rights. In order to vote the proxies of securities out on loan, the securities must be recalled prior to the established record date.
CSIM will use its best efforts to recall a Fund’s securities on loan and vote such securities’ proxies in certain circumstances including if (a) the proxy relates to a special meeting of shareholders of the issuer (as opposed to the
issuer’s annual meeting of shareholders), or (b) the Fund owns more than 5% of the outstanding shares of the issuer.
D.
|
SUB-ADVISORY RELATIONSHIPS
|
|
Where CSIM has delegated
day-to-day investment management responsibilities to an investment sub-adviser, CSIM may (but generally does not) delegate proxy voting responsibility to such investment sub-adviser. Each sub-adviser to whom proxy voting responsibility has been
delegated will be required to review all proxy solicitation material and to exercise the voting rights associated with the securities it has been allocated in the best interest of each investment company and its shareholders, or other client. Prior
to delegating the proxy voting responsibility, CSIM will review each sub-adviser’s proxy voting policy to determine whether it believes that each sub-adviser’s proxy voting policy is generally consistent with the maximization of the
value of CSIM’s clients’ investments by protecting the long-term best interest of shareholders.
|
E.
|
REPORTING AND RECORD
RETENTION
|
|
CSIM will
maintain, or cause Glass Lewis to maintain, records that identify the manner in which proxies have been voted (or not voted) on behalf of CSIM clients. CSIM will comply with all applicable rules and regulations regarding disclosure of its or its
clients’ proxy voting records and procedures.
|
|
CSIM will retain all proxy
voting materials and supporting documentation as required under the Investment Advisers Act of 1940, as amended.
|
Schwab Strategic Trust
PEA No. 118
Part C: Other Information
ITEM
28.
|
EXHIBITS.
|
(a)(1)
|
Certificate
of Trust, dated January 27, 2009, of Schwab Strategic Trust (the Registrant or the Trust) is incorporated by reference to Exhibit (a)(1) of the Registrant’s Registration Statement, filed July 15, 2009.
|
(a)(2)
|
Registrant’s
Amended and Restated Agreement and Declaration of Trust, dated October 12, 2009, is incorporated by reference to Exhibit (a)(3) of Pre-Effective Amendment No. 2 of the Registrant’s Registration Statement, filed October 27, 2009.
|
(b)
|
Registrant’s
By-Laws, dated January 26, 2009, is incorporated by reference to Exhibit (b) of the Registrant’s Registration Statement, filed July 15, 2009.
|
(c)
|
Reference
is made to Article 5 of the Registrant’s Agreement and Declaration of Trust.
|
(d)(1)
|
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 incorporated by reference to Exhibit (d)(3) of Post-Effective Amendment No. 111
of the Registrant’s Registration Statement, filed April 26, 2019 (hereinafter referred to as PEA No. 111).
|
(d)(4)
|
Amendment
No. 3, dated October 3, 2019, 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)(4) of Post-Effective Amendment No. 116
of the Registrant’s Registration Statement, filed October 3, 2019 (hereinafter referred to as PEA No. 116).
|
(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.
|
(e)(8)
|
Amendment
No. 7, dated October 3, 2019, to the Distribution Agreement between the Registrant and SEI Investments Distribution Co., dated October 12, 2009, is filed herein as Exhibit (e)(8).
|
(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).
|
ITEM
28.
|
EXHIBITS.
|
(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.
|
(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 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 December 28, 2017, (hereinafter referred to as PEA No. 103).
|
(g)(10)
|
Amendment,
dated October 3, 2019, 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)(10) of PEA No. 116.
|
(h)(1)
|
Administration
Agreement between the Registrant and Charles Schwab Investment Management, Inc., dated October 12, 2009, is filed herein as Exhibit (h)(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)(1)(g)
|
Amendment
No. 7, dated October 3, 2019, 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)(g) of PEA No. 116.
|
(h)(2)
|
Transfer
Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is filed herein as Exhibit (h)(2).
|
(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)(2)(g)
|
Amendment,
dated October 3, 2019, to the Transfer Agency Agreement between the Registrant and State Street Bank and Trust Company, dated October 8, 2009, is filed herein as Exhibit (h)(2)(g).
|
(h)(3)
|
Form of 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.
|
ITEM
28.
|
EXHIBITS.
|
(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.
|
(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 incorporated by reference to Exhibit (h)(4)(l) of PEA No. 111.
|
(h)(4)(m)
|
Amendment,
dated October 3, 2019, 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 filed herein as Exhibit (h)(4)(m).
|
(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.
|
ITEM
28.
|
EXHIBITS.
|
(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)(5)(h)
|
Amendment,
dated October 3, 2019, to the Sub-Administration Agreement between Charles Schwab Investment Management, Inc. and State Street Bank and Trust Company, dated October 1, 2005, is filed herein as Exhibit (h)(5)(h).
|
(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 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 incorporated by reference to Exhibit (j)(3) of PEA No. 111.
|
(j)(4)
|
Power
of Attorney executed by Joseph R. Martinetto, dated January 1, 2016, is incorporated by reference to Exhibit (j)(4) of PEA No. 86.
|
(j)(5)
|
Power
of Attorney executed by Robert W. Burns, dated January 1, 2016, is incorporated by reference to Exhibit (j)(5) of PEA No. 86.
|
(j)(6)
|
Power
of Attorney executed by John F. Cogan, dated January 1, 2016, is incorporated by reference to Exhibit (j)(6) of PEA No. 86.
|
(j)(7)
|
Power
of Attorney executed by Stephen Timothy Kochis, dated January 1, 2016, is incorporated by reference to Exhibit (j)(7) of PEA No. 86.
|
(j)(8)
|
Power
of Attorney executed by David L. Mahoney, dated January 1, 2016, is incorporated by reference to Exhibit (j)(8) of PEA No. 86.
|
(j)(9)
|
Power
of Attorney executed by Kiran M. Patel, dated January 1, 2016, is incorporated by reference to Exhibit (j)(9) of Post-Effective Amendment No. 88 of the Registrant’s Registration Statement, filed 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 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 incorporated by reference to Exhibit (j)(13) of PEA No. 111.
|
(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 incorporated by reference to Exhibit (p)(1) of PEA No. 111.
|
(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 December 13, 2018.
|
Item 29.
|
Persons Controlled By Or
Under Common Control With The Registrant.
|
The Board of Trustees of the Registrant is identical to the
boards of trustees of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, Schwab Annuity Portfolios and Laudus Trust. Each such trust has Charles Schwab Investment Management, Inc. as its investment adviser. In addition,
the officers of the Registrant are also identical to those of each such other trust, with the exception of the Chief Legal Officer and Secretary/Clerk. As a result, the above-named trusts may be deemed to be under common control with the Registrant.
Nonetheless, the Registrant takes the position that it is not under common control with such other trusts because the power residing in the respective trusts’ boards and officers arises as a result of an official position with each such
trust.
Item 30.
|
Indemnification.
|
Reference is made to Article VII of
Registrant’s Amended and Restated Agreement and Declaration of Trust (Exhibit (a)(2) filed October 27, 2009) and Article 11 of Registrant’s By-Laws (Exhibit (b) filed July 15, 2009).
Insofar as indemnification for liability arising under the
Securities Act of 1933, as amended (the Act), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such issue.
Item 31.
|
Business And Other
Connections Of Investment Adviser.
|
The Registrant’s investment adviser, Charles Schwab
Investment Management, Inc. (CSIM), a Delaware corporation, organized in October 1989, also serves as the investment manager to Laudus Trust, Schwab Capital Trust, The Charles Schwab Family of Funds, Schwab Investments, and Schwab Annuity
Portfolios, each an open-end, management investment company. The principal place of business of the investment adviser is 211 Main Street, San Francisco, CA 94105. The only business in which the investment adviser engages is that of investment
adviser and administrator to Schwab Capital Trust, The Charles Schwab Family of Funds, Schwab Investments, Schwab Annuity Portfolios and any other investment companies that Schwab may sponsor in the future, investment adviser to the Registrant and
Laudus Trust and an investment adviser to certain non-investment company clients.
The business, profession, vocation or employment of a
substantial nature in which each director and/or senior or executive officer of CSIM is or has been engaged during the past two fiscal years is listed below. The name of any company for which any director and/or senior or executive officer of the
investment adviser serves as director, officer, employee, partner or trustee is also listed below.
Name
and Position with Adviser
|
Name
of Other Company
|
Capacity
|
Walter
W. Bettinger, II, Director
|
The
Charles Schwab Corporation
|
Director,
President and Chief Executive Officer
|
Charles
Schwab & Co., Inc.
|
Director,
President and Chief Executive Officer
|
Schwab
Holdings, Inc.
|
Director,
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
|
Name
and Position with Adviser
|
Name
of Other Company
|
Capacity
|
Richard
A. Wurster, Chief Executive Officer
|
The
Charles Schwab Corporation
|
Executive
Vice President – Schwab Asset Management Solutions
|
Charles
Schwab & Co., Inc.
|
Executive
Vice President – Schwab Asset Management Solutions
|
Charles
Schwab Investment Advisory, Inc.
|
Director,
Chief Executive Officer and President
|
Jonathan
de St. Paer, Director and President
|
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
|
Omar
Aguilar, Senior Vice President and Chief Investment Officer
|
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
|
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
|
George
Pereira, Senior Vice President, Chief Financial Officer and Chief Operating Officer
|
Schwab
Funds
|
Senior
Vice President and Chief Operating Officer
|
Laudus
Funds
|
Senior
Vice President and Chief Operating Officer
|
Schwab
ETFs
|
Senior
Vice President and Chief Operating Officer
|
Charles
Schwab Worldwide Funds, plc
|
Director
|
Charles
Schwab Asset Management (Ireland) Limited
|
Director
|
Item 32.
|
Principal Underwriter:
|
(a) SEI
Investments Distribution Co. (the Distributor) is the principal underwriter of the Trust.
The Distributor acts as distributor for:
SEI Daily Income Trust
SEI Tax Exempt Trust
SEI Institutional Managed Trust
SEI Institutional International Trust
SEI Institutional Investments Trust
The Advisors’ Inner Circle Fund
The Advisors’ Inner Circle Fund II
Bishop Street Funds
SEI Asset Allocation Trust
City National Rochdale Funds (formerly CNI Charter
Funds)
Causeway Capital Management Trust
SEI Offshore Opportunity Fund II
ProShares Trust
Community Capital Trust (formerly Community Reinvestment Act
Qualified Investment Fund)
SEI Offshore Advanced
Strategy Series SPC
SEI Structured Credit Fund, LP
Global X Funds
ProShares Trust II
SEI Special Situations Fund
Exchange Traded Concepts Trust (formerly FaithShares
Trust)
Schwab Strategic Trust
RiverPark Funds Trust
Adviser Managed Trust
SEI Core Property Fund
New Covenant Funds
Cambria ETF Trust
Highland Funds I (formerly Pyxis Funds I)
KraneShares Trust
SEI Insurance Products Trust
The KP Funds
The Advisors’ Inner Circle Fund III
SEI Catholic Values Trust
SEI Hedge Fund SPC
SEI Energy Debt Fund
Gallery Trust
Schroder Series Trust
Schroder Global Series Trust
City National Rochdale Select Strategies Fund
Metaurus Equity Component Trust
Impact Shares Trust
City National Rochdale Strategic Credit Fund
Symmetry Panoramic Trust
Frost Family of Funds
(b) Information with respect to each
director, officer or partner of each principal underwriter is as follows. Unless otherwise noted, the business address of each director or officer is 1 Freedom Valley Drive, Oaks, PA 19456.
Name
|
Position
and Office with Underwriter
|
Positions
and Offices with Registrant
|
William
M. Doran
|
Director
|
None
|
Paul
F. Klauder
|
Director
|
None
|
Wayne
M. Withrow
|
Director
|
None
|
Kevin
Barr
|
Director,
President & Chief Executive Officer
|
None
|
Maxine
Chou
|
Chief
Financial Officer, Chief Operations Officer, & Treasurer
|
None
|
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
|
Lori
L. White
|
Vice
President & Assistant Secretary
|
None
|
John
P. Coary
|
Vice
President & Assistant Secretary
|
None
|
Robert
Silvestri
|
Vice
President
|
None
|
Judith
A. Hirx
|
Vice
President
|
None
|
Jason
McGhin
|
Vice
President
|
None
|
Gary
Michael Reese
|
Vice
President
|
None
|
(c) None.
Item 33.
|
Location Of Accounts And
Records.
|
All accounts, books and
other documents required to be maintained by Section 31(a) of the 1940 Act, as amended, and the Rules thereunder will be maintained at the offices of:
1)
|
Schwab Strategic Trust, 211
Main Street, San Francisco, CA 94105
|
2)
|
Charles Schwab Investment
Management, Inc., 211 Main Street, San Francisco, CA 94105
|
3)
|
Principal Underwriter
– SEI Investments Distribution Co., 1 Freedom Valley Drive, Oaks, PA 19456
|
4)
|
Custodian – State
Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111
|
5)
|
Transfer
Agent – State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111
|
Item 34.
|
Management Services.
|
None.
Not applicable.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, Registrant certifies that it meets all of the requirements for the effectiveness of this Post-Effective Amendment No. 118 to
Registrant’s Registration Statement on Form N-1A pursuant to Rule 485(b) under the 1933 Act and has duly caused this Post-Effective Amendment No. 118 to be signed on its behalf by the undersigned, thereto duly authorized, in the City of
Washington in the District of Columbia, on the 18th day of December, 2019.
SCHWAB STRATEGIC
TRUST
|
Registrant
|
|
Jonathan
de St. Paer*
|
Jonathan
de St. Paer, President and Chief Executive Officer
|
Pursuant to the requirements of the 1933
Act, this Post-Effective Amendment No. 118 to Registrant’s Registration Statement on Form N-1A has been signed below by the following persons in the capacities indicated this 18th day of December, 2019.
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
|
*By:
|
/s/
Douglas P. Dick
Douglas P. Dick, Attorney-in-Fact
Pursuant to
Power of Attorney
|
AMENDMENT NO. 7 TO
DISTRIBUTION AGREEMENT
THIS AMENDMENT NO. 7
TO DISTRIBUTION AGREEMENT (this Amendment), effective as of October 3, 2019 (the Amendment Effective Date), by and between Schwab Strategic Trust (Company) and SEI Investments
Distribution Co. (SIDCO).
WHEREAS:
|
1.
|
The Company and SIDCO entered into a Distribution Agreement, dated as of October 12, 2009 (the
Distribution Agreement), pursuant to which, among other things, SIDCO agreed to act as the Distributor with respect to issuance and distribution of Creation Units of each Fund; and
|
|
2.
|
The parties hereto desire to further amend the Distribution Agreement on the terms and subject to the conditions
provided herein.
|
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 Distribution Agreement is hereby amended to add the following ETFs to the
current List of Funds of the Trust:
|
Schwab 1-5 Year Corporate Bond ETF
Schwab 5-10 Year Corporate Bond ETF
Schwab Long-Term U.S. Treasury ETF
A new Schedule A listing each of the ETFs subject to the Distribution Agreement as of the date of this Amendment is hereby
attached to this Amendment.
2.
|
Correction. Amendment No. 7 to the Distribution Agreement dated September 18, 2019 was
executed in error and is hereby superseded by this Amendment and shall have no further effect.
|
3.
|
Ratification of Agreement. Except as expressly amended and provided herein, all of the
terms, conditions and provisions of the Agreement shall continue in full force and effect.
|
4.
|
Counterparts. This Amendment may be executed in two or more counterparts, all of which
shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. This Amendment shall be deemed
executed by each party when any one or more counterparts hereof or thereof, individually or taken together, bears the original, facsimile or scanned signatures of each of the parties.
|
5.
|
Entire Agreement. The 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.
|
6.
|
Governing Law. This Amendment shall be governed by and construed in accordance with the
laws of the State of Delaware without giving effect to any conflict of laws or choice of laws rules or principles thereof.
|
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date set forth above.
|
|
|
|
|
|
|
|
|
|
|
SCHWAB STRATEGIC TRUST
|
|
|
|
SEI INVESTMENTS DISTRIBUTION CO.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Brett Wander
|
|
|
|
By:
|
|
/s/ Maxine J. Chou
|
|
|
Name: Brett Wander
|
|
|
|
Name: Maxine J. Chou
|
|
|
Title: SVP
|
|
|
|
Title: CFO & COO
|
|
|
SCHEDULE A
LIST OF FUNDS
Schwab U.S. Large-Cap ETF
Schwab U.S. Large-Cap Value ETF
Schwab U.S. Large-Cap Growth ETF
Schwab U.S. Small-Cap ETF
Schwab International Small-Cap Equity ETF
Schwab International Equity ETF
Schwab Emerging Markets Equity ETF
Schwab U.S. Broad Markets 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
Schwab 1-5 Year Corporate Bond ETF
Schwab 5-10 Year Corporate Bond ETF
Schwab Long-Term U.S. Treasury ETF
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this Agreement) is made as of the 12th day of October 2009 (the Effective
Date), by and between Schwab Strategic Trust, a statutory trust formed under the laws of the State of Delaware (the Company), and Charles Schwab Investment Management, Inc., a Delaware corporation, (the
Administrator).
WHEREAS, the Company is an open-end management investment
company registered under the Investment Company Act of 1940, as amended (the 1940 Act), consisting of the series portfolios, including ETF Portfolios (as defined herein), set forth in Schedule I
(Portfolios), attached hereto;
WHEREAS, the Company on behalf of each Portfolio has separately appointed the
Administrator as its investment adviser; and
WHEREAS, the Company desires the Administrator to provide, and the Administrator is willing
to provide, administrative and accounting services to the Company on the terms and conditions set forth herein;
NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein, the Company and the Administrator hereby agree as follows:
SECTION
1 DEFINITIONS
|
1.01
|
1940 Act shall have the meaning given to such term in the recitals of this Agreement.
|
|
1.02
|
Adviser means Charles Schwab Investment Management, Inc., (CSIM) or any
other Person acting as an adviser to the Company within the meaning of the 1940 Act.
|
|
1.03
|
Authorized Participant means a Person that has entered into an Authorized Participant
Agreement with the Company and the ETF Portfolio Distributor that is authorized to purchase and redeem Creation Units of the ETF Portfolio.
|
|
1.04
|
Board means the board of trustees of the Company.
|
|
1.05
|
Confidential Information shall have the meaning given to such term in Section 11.01 of
this Agreement.
|
|
1.06
|
Creation Unit means an aggregation of a specified number of ETF Portfolio Shares that is
purchased and/or redeemed by an Authorized Participant as described in the ETF Portfolios Prospectus and Statement of Additional Information and in accordance with any terms and procedures set forth in the by the Distributor.
|
|
1.07
|
Disclosing Party shall have the meaning given to such term in Section 11.01 of this
Agreement.
|
|
1.08
|
Distributor means a Person that has entered into an agreement with the distribution,
marketing and sale of Shares of a Portfolio.
|
|
1.09
|
ETF Portfolio shall mean an exchange traded fund issued and offered by the Company that is
an investment company legally classified as an open-end company or unit investment trust.
|
1
|
1.10
|
Initial Term shall have the meaning given to such term in Section 9.01 of this
Agreement.
|
|
1.11
|
Interested Party or Interested Parties means the Administrator, its
subsidiaries and its affiliates and each of their respective officers, directors, employees, agents, delegates and associates.
|
|
1.12
|
Investments shall mean such cash, securities and all other assets and property of whatsoever
nature now owned or subsequently acquired by or for the account of the Company or a Portfolio.
|
|
1.13
|
Organizational Documents means, as applicable, the articles of incorporation, declaration of
trust, certificate of formation, memorandum of association, partnership agreement, bylaws or other similar documentation setting forth the respective rights and obligations of directors, trustees, officers, shareholders and Authorized Participants
in the Company.
|
|
1.14
|
PCF File means Portfolio Composition File.
|
|
1.15
|
Person shall mean any natural person, partnership, estate, association, custodian, nominee,
limited liability company, corporation, trust or other legal entity.
|
|
1.16
|
Portfolio shall have the meaning given to such term in the recital to this Agreement.
|
|
1.17
|
Pricing Sources shall have the meaning given to such term in Section 6.
|
|
1.18
|
Receiving Party shall have the meaning given to such term in Section 11.01, of this
Agreement.
|
|
1.19
|
Renewal Term shall have the meaning given to such term in Section 9.01 of this
Agreement.
|
|
1.20
|
Services shall have the meaning given to such term in Section 2.01 of this Agreement.
|
|
1.21
|
Shares means any unit of beneficial interest in a Portfolio.
|
|
1.22
|
Unless the context otherwise requires and except as otherwise specified in this Agreement, the term the
Company shall include, as applicable, a sponsor, general partner, trustee or other Person having similar status or performing similar functions, as the case may be, acting on behalf of the Company.
|
|
1.23
|
Company Data shall have the meaning given to such term in Section 2.04 of this
Agreement.
|
|
1.24
|
Company Materials means any prospectus, registration statement, statement of additional
information, proxy solicitation and tender offer materials, annual or other periodic report of the Company or any advertising, marketing, shareholder communication, or promotional material generated by the Company or its investment adviser from time
to time, as appropriate, including all amendments or supplements thereto.
|
2
SECTION 2 APPOINTMENT AND CONTROL
|
2.01
|
Services. The Company hereby appoints the Administrator to be, and the Administrator agrees to act as,
the administrative agent of the Company for the term and subject to the provisions hereof. The Administrator shall perform (and may delegate or sub-contract, as provided below) the services set forth in this
Agreement, including the services set forth on Schedule II, which may be amended from time to time in writing by the parties (collectively, the Services). In performing its duties under this Agreement, the Administrator will act
in all material respects in accordance with the Organizational Documents and Company Materials as they may be amended (to the extent that copies of such documents are delivered to the Administrator). The Company will initially consist of the
Portfolios set forth in Schedule I. In the event that the Company establishes one or more additional Portfolios with respect to which it wishes to retain the Administrator to act as administrator hereunder, the Company shall notify the Administrator
in writing. Upon written acceptance by the Administrator, such Portfolio shall become subject to the provisions of this Agreement to the same extent as the existing Portfolios, except to the extent that such provisions (including those relating to
the compensation and expenses payable by the Company and its Portfolios) may be modified with respect to each additional Portfolio in writing by the Company and the Administrator at the time of the addition of the Portfolio.
|
|
2.02
|
Authority. Each of the activities engaged in under the provisions of this Agreement by the Administrator
on behalf of the Company shall be subject to the overall direction and control of the Company or any Person authorized to act on the Companys behalf (including, without limitation, the Companys Board); provided, however, that the
Administrator shall have the general authority to do all acts deemed in the Administrators good faith belief to be necessary and proper to perform its obligations under this Agreement. In performing its duties hereunder, the Administrator
shall observe and generally comply with the Company Materials, all applicable resolutions and/or directives of the Board of which it has notice, and applicable laws which may from time to time apply to the Services rendered by the Administrator. The
Administrator, in such capacity, (i) shall not have or be required to have any authority to supervise the investment or reinvestment of the Creation Units, underlying securities or other properties which comprise the assets of the Company and
(ii) shall not provide any investment advisory services to the Company, and shall have no liability related to the foregoing; provided however, that nothing herein shall preclude CSIM from undertaking any or all such authority or responsibility
to provide such services and accept such liability in a separate agreement with the Company.
|
|
2.03
|
Third Parties; Affiliated Persons. The Administrator may delegate to, or
sub-contract with, third parties or affiliated person(s) (as defined in Section 2(a)(3)(A)-(C) of the 1940 Act) administrative or other functions it deems necessary to perform its obligations under this
Agreement; provided, however, all fees and expenses incurred in any delegation or sub-contract shall be paid by CSIM and the Administrator shall remain responsible to the Company for the acts and omissions of
such other entities as if such acts or omissions were the acts or omissions of the Administrator. The Company acknowledges that during the term of this Agreement, the services to be performed by the Administrator may be completed by one or more of
the Administrators affiliated person(s) or third parties located in or outside of the United States of America. Notwithstanding any other provision of this Agreement, the term Administrator as used in this Agreement shall exclude
CSIM acting in any capacity with respect to the
|
3
|
Company or any Portfolio other than that of Administrator hereunder and, in particular, shall exclude CSIM acting in its capacity as Adviser.
|
|
2.04
|
Company Data. As between the Company and the Administrator, the Company shall be solely responsible for
the accuracy, completeness, and timeliness of all data and other information provided to the Administrator by or on behalf of the Company pursuant to this Agreement (including, without limitation, (i) prices, (ii) sufficient transaction
supporting documentation, (iii) detailed accounting methodologies with respect to the Companys Investments as approved by the Companys auditors, (iv) the terms of any agreement between the Company and an investor or Authorized
Participant regarding any special fee or specific fee arrangement or access to portfolio information that may impact or affect the Services, and (v) trade and settlement information from prime brokers and custodians) (collectively,
Company Data). All Company Data shall be provided to the Administrator on a timely basis and in a format and medium reasonably requested by the Administrator from time to time. The Company shall have an ongoing obligation to
promptly update all Company Data so that such information remains complete and accurate. All Company Data shall be prepared and maintained, by or on behalf of the Company, in accordance with applicable law, Company Materials and generally acceptable
accounting principles. The Administrator shall be entitled to rely on all the Company Data and shall have no liability for any loss, damage or expense incurred by the Company or any other Person to the extent that such loss, damage or expense arises
out of or is related to the Company Data that is not timely, current, complete and accurate.
|
SECTION
3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
|
3.01
|
The Company represents and warrants to the Administrator that:
|
|
3.01.01.
|
it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as an open-end fund and that issues and redeems its shares at their net asset value;
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|
3.01.02.
|
shares of an ETF Portfolio in the Company are available for purchase and redeemable only by Authorized
Participants and only in Creation Units;
|
|
3.01.03.
|
it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions
contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are
necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in
accordance with its terms;
|
|
3.01.04.
|
as of the close of business on the Effective Date, each Portfolio that is in existence as of the Effective Date
has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
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4
|
3.01.05.
|
it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory
filings and is in compliance with all applicable laws and regulations;
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|
3.01.06.
|
it has a valid engagement with an independent auditor, custodian and distributor and will provide additional
information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request;
|
|
3.01.07.
|
it has notified the Administrator of any and all separate agreements between the Company and any third party
that could impact the Administrators performance of its obligations pursuant to this Agreement; and
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|
3.01.08.
|
it has disclosed the terms of any agreement between the Company and an investor or Authorized Participant
regarding any special fee or specific fee arrangement or access to portfolio information that may impact or affect the Services.
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|
3.02
|
The Company covenants and agrees with the Administrator that:
|
|
3.02.01.
|
it will furnish the Administrator from time to time with complete copies, authenticated or certified, of each
of the following:
|
|
(a)
|
Copies of the following documents:
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|
(1)
|
Copies of the Companys current Organizational Documents and of any amendments thereto, certified by the
proper official of the state in which such document has been filed; and
|
|
(2)
|
Certified copies of resolutions of the Board covering the approval of this Agreement, authorization of a
specified officer of the Company to execute and deliver this Agreement and authorization for specified officers of the Company to instruct the Administrator.
|
|
(b)
|
A list of all the officers of the Company, together with specimen signatures of those officers who are
authorized to instruct the Administrator in all matters.
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|
(c)
|
Copies of all Company Materials, including the current prospectus and statement of additional information for
the Company.
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|
(d)
|
A list of all issuers the Company is restricted from purchasing.
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|
(e)
|
A list of all issuers and/or indices that any ETF Portfolio in the Company will invest in and/or track.
|
5
|
(f)
|
A list of all affiliated persons (as such term is defined in the 1940 Act) of the Company that are
broker-dealers.
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|
(g)
|
The identity of the Companys auditors along with contact information.
|
|
(h)
|
The expense budget for each Portfolio for the current fiscal year.
|
|
(i)
|
A list of contact persons (primary, backup and secondary backup) of the Companys investment adviser and,
if applicable, sub-adviser, who can be reached until 6:30 p.m. ET with respect to valuation matters.
|
|
(j)
|
Copies of all the Company Data reasonably requested by the Administrator or necessary for the Administrator to
perform its obligations pursuant to this Agreement.
|
The Company shall promptly provide the
Administrator with written notice of any updates of or changes to any of the foregoing documents or information, including an updated written copy of such document or information. Until the Administrator receives such updated information or
document, the Administrator shall have no obligation to implement or rely upon such updated information or document.
|
3.02.02.
|
it shall timely perform or oversee the performance of all obligations identified in this Agreement as
obligations of the Company, including, without limitation, providing the Administrator with all the Company Data and Organizational Documents reasonably requested by the Administrator;
|
|
3.02.03.
|
it will promptly notify the Administrator of any matter which could materially affect the Administrators
performance of its duties and obligations under this Agreement, including any amendment to the documents referenced in Section 3.02.01 above;
|
|
3.02.04.
|
it will comply in all material respects with all applicable requirements of the Securities Act of 1933 (the
1933 Act), the Securities Exchange Act of 1934, the 1940 Act, and any laws, rules and regulations of governmental authorities having jurisdiction;
|
|
3.02.05.
|
it shall be solely responsible for its compliance with applicable investment policies, Company Materials, and
any laws and regulations governing the manner in which its assets may be invested, and shall be solely responsible for any losses attributable to non-compliance with Company Materials, and applicable policies,
laws and regulations governing the Company, its activities or the duties, actions or omissions of its investment adviser (if other than CSIM); and
|
|
3.02.06.
|
it will promptly notify the Administrator of acts, omissions, occurrences and contingencies that would have
rendered its representations and
|
6
warranties hereunder inaccurate.
SECTION
4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR
|
4.01
|
The Administrator represents and warrants that:
|
|
4.01.01.
|
it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions
contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are
necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in
accordance with its terms.
|
SECTION 5 LIMITATION OF LIABILITY AND INDEMNIFICATION
|
5.01
|
THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO
IMPLIED DUTIES ARE ASSUMED BY OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. In the absence of willful misfeasance, gross negligence, bad faith or fraud in the performance of the Services, or reckless disregard of its duties under this Agreement, the
Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties under this Agreement. For the avoidance of doubt, the Administrator
shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Company or its agents (other than CSIM itself) to perform its obligations under this Agreement or
(ii) the Administrators reliance on the Company Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term Administrator shall
include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE ADMINISTRATOR BE LIABLE FOR ANY
INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, STRICT LIABILITY, TORT OR ANY OTHER THEORY AND REGARDLESS OF
WHETHER THE TRUST IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
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|
5.02
|
The Company shall indemnify and hold harmless the Administrator from and against, and the Administrator shall
have no liability in connection with, any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, payments, expenses and liabilities (including reasonable counsel fees and
disbursements) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrators reliance upon any instructions, notice or instrument
|
7
|
that the Administrator believes is genuine and signed or presented by an authorized Person of the Company; provided that this clause(i) shall not apply if any such loss, damage, cost, charge or
expense is caused by or arises from the Administrators willful misfeasance, gross negligence, bad faith or fraud in the performance of the Services, or the Administrators reckless disregard of its duties under this Agreement;
(ii) any violation by the Company or any agent of the Company of any applicable investment policy, law or regulation, (iii) any misstatement or omission in Company Materials or any Company Data; (iv) any breach by the Company of any
representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Company, the Companys other service providers (such as custodians, prime brokers, transfer agents, investment advisers and sub-adviser(s)); (vi) any pricing error caused by the failure of the Companys investment adviser or sub-adviser to provide a trade ticket or for incorrect information
included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrators compliance with the Regulations, as defined in Section 12.12, including, but not limited to, returning an investor or
Authorized Participants investment or restricting the payment of redemption proceeds.
|
|
5.03
|
The Administrator may apply to the Company, the Companys sponsor or any Person acting on the
Companys behalf at any time for instructions and may consult counsel for the Company or the Companys sponsor or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrators
duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or upon the advice of counsel, accountants or other experts. Also, the Administrator
shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any
officer, employee or agent of the Company until receipt of written notice thereof. To the extent that the Administrator consults with Company counsel pursuant to this provision, any such expense shall be borne by the Company.
|
|
5.04
|
The Administrator shall have no liability for its reliance on the Company Data or the performance or omissions
of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service
providers, investment advisers (including, without limitation, the sponsor) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery
services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the
foregoing third parties.
|
|
5.05
|
The Administrator shall have no obligation with respect to any laws relating to the distribution, purchase or
sale of Shares or Creation Units. Further, the Company assumes full responsibility for the preparation, contents and distribution of its Company Materials and its compliance with all applicable laws, rules, and regulations.
|
|
5.06
|
The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the
event of any pending or threatened legal, administrative,
|
8
|
arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries with respect to which indemnification hereunder may ultimately be merited. If in any case
the Company is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Company of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and
notify the Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder.
|
|
5.07
|
The Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of
any suit brought involving any claims subject to this indemnity provision. If the Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Company and satisfactory to the Administrator, whose
approval shall not be unreasonably withheld. In the event that the Company elects to assume the defense of any suit and retains counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Company does
not elect to assume the defense of a suit, it will reimburse the Administrator for the fees and expenses of any counsel retained by the Administrator. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if
such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified partys written consent.
|
|
5.08
|
The rights afforded to the Administrator under this Section 5 shall extend, upon the same terms and
conditions, to all directors, officers, employees, representatives and other agents of the Administrator and to every Person who controls the Administrator within the meaning of Section 15 of the 1933 Act, all of whom are intended beneficiaries
of this Section of the Agreement.
|
|
5.09
|
The provisions of this Section 5 shall survive the termination of this Agreement.
|
SECTION 6 VALUATION
The Administrator is entitled to rely on the price and value information (hereinafter Valuation
Information) provided by brokers and custodians, the Adviser, an underlying fund in which the Company invests, if applicable, and any third-party pricing services selected by the Administrator, the Adviser or the Company (collectively
hereinafter referred to as the Pricing Sources) in order to calculate the Companys aggregate NAV (and the value of Authorized Participants capital accounts based upon such valuation). The Administrator shall have no
obligation to obtain Valuation Information from any sources other than the Pricing Sources. The Administrator shall have no liability or responsibility for the accuracy of the Valuation Information provided by a Pricing Source or the delegate of a
Pricing Source and the Company shall indemnify and defend the Administrator against any loss, damages, costs, charges or reasonable counsel fees and expenses in connection with any inaccuracy of such Valuation Information. The Company shall not use
Valuation Information for any purpose other than in connection with the Services and in accordance with the provisions of this Agreement.
9
SECTION 7 ALLOCATION OF CHARGES AND EXPENSES
|
7.01
|
The Administrator. The Administrator shall furnish at its own expense the personnel necessary to perform
its obligations under this Agreement.
|
|
7.02
|
Portfolio Expenses. The Company or the Adviser assumes and shall pay or cause to be paid all expenses of
the Company (including any Portfolio of the Company) not otherwise allocated in this Agreement, including, without limitation, organizational costs; taxes; expenses for legal and auditing services; the expenses of preparing (including typesetting),
printing and mailing reports, Company Materials, proxy solicitation and tender offer materials and notices to existing shareholders; all expenses in connection with issuing and redeeming Creation Units; the costs of Pricing Sources; the costs of
escrow and custodial services; the cost of document retention and archival services, the costs of responding to document production requests; the cost of initial and ongoing registration of the shares under Federal and state securities laws; fees
and out-of-pocket expenses of Board members; the costs of Board meetings; insurance; interest; brokerage costs; litigation and other extraordinary or nonrecurring
expenses; and all fees and charges of service providers to the Company. The Company or the Adviser shall reimburse the Administrator for its reasonable out-of-pocket
expenses, including all reasonable charges for printing, financial reporting software/typesetting fees, copying, postage, telephone, and fax charges incurred by the Administrator in the performance of its duties.
|
SECTION 8 COMPENSATION
The Company shall pay to the Administrator compensation for the services performed and the facilities and personnel provided
by the Administrator pursuant to this Agreement, the fees set forth in Schedule III to this Agreement.
SECTION
9 DURATION AND TERMINATION
|
9.01
|
Term and Renewal. This Agreement shall become effective as of the Effective Date and shall remain in
effect with respect to a Portfolio for so long as the investment management agreement between CSIM and such Portfolio remains in effect, unless terminated by any party giving ninety (90) days written notice of termination to the each other
party hereto.
|
|
9.02
|
Effect of Termination.
|
|
9.02.01.
|
The termination of this Agreement shall be without prejudice to any rights that may have accrued hereunder to
any party hereto prior to such termination.
|
|
9.02.02.
|
After termination of this Agreement and upon payment of all accrued fees, reimbursable expenses and other
moneys owed to the Administrator, the Administrator shall deliver to the Company, or as it shall direct, all books of account, records, registers, correspondence, documents and assets relating to the affairs of or belonging to the Company in the
possession of or under the control of the Administrator or any of its agents or delegates.
|
10
|
9.02.03.
|
In the event any and all accrued fees, reimbursable expenses and other moneys owed to the Administrator
hereunder remain unpaid in whole or in part for more than thirty days past due, the Administrator, without further notice, may take any and all actions it deems necessary to collect such amounts due, and any and all of its collection expenses, costs
and fees shall be paid by the Company, including, without limitation, administrative costs, attorneys fees, court costs, collection agencies or agents and interest.
|
|
9.02.04.
|
Notwithstanding the foregoing, in the event this Agreement is terminated and for any reason the Administrator,
with the written consent of the Company, in fact continues to perform any one or more of the Services contemplated by this Agreement, the pertinent provisions of this Agreement, including without limitation, the provisions dealing with payment of
fees and indemnification shall continue in full force and effect. The Administrator shall be entitled to collect from the Company, in addition to the compensation described in Schedule III, the amount of all of the Administrators expenses in
connection with the Administrators activities following such termination, including without limitation, the delivery to the Company and/or designees of the Companys property, records, instruments and documents.
|
SECTION 10 CONFLICTS OF INTEREST
|
10.01
|
Non-Exclusive. The services of the Administrator rendered to the
Company are not deemed to be exclusive. The Administrator is free to render such services to others. The Administrator shall not be deemed to be affected by notice of, or to be under any duty to disclose to the Company or Person acting on the
Companys behalf, information which has come into its possession or the possession of an Interested Party in the course of or in connection with providing administrative or other services to any other person or in any manner whatsoever other
than in the course of carrying out its duties pursuant to this Agreement.
|
|
10.02
|
Rights of Interested Parties. Subject to applicable law, nothing herein contained shall prevent:
|
|
10.02.01.
|
an Interested Party from buying, holding, disposing of or otherwise dealing in any shares or Creation Units for
its own account or the account of any of its customers or from receiving remuneration in connection therewith, with the same rights which it would have had if the Administrator were not a party to this Agreement; provided, however, that the prices
quoted by the Administrator are no more favorable to the Interested Party than to a similarly situated investor in or redeeming holder of shares or Creation Units;
|
|
10.02.02.
|
an Interested Party from buying, holding, disposing of or otherwise dealing in any securities or other
investments for its own account or for the account of any of its customers and receiving remuneration in connection therewith, notwithstanding that the same or similar securities or other investments may be held by or for the account of the Company;
|
11
|
10.02.03.
|
an Interested Party from receiving any commission or other remuneration which it may negotiate in connection
with any sale or purchase of shares or Creation Units or Investments effected by it for the account of the Company; provided, however, that the amount of such commission or other remuneration is negotiated at arms length; and
|
|
10.02.04.
|
an Interested Party from contracting or entering into any financial, banking or other transaction with the
Company or from being interested in any such contract or transaction; provided, however, that the terms of such transaction are negotiated at arms length.
|
SECTION 11 CONFIDENTIALITY
|
11.01
|
Confidential Information. The Administrator and the Company (in such capacity, the Receiving
Party) acknowledge and agree to maintain the confidentiality of Confidential Information (as hereinafter defined) provided by the Administrator and the Company (in such capacity, the Disclosing Party) in connection with
this Agreement. The Receiving Party shall not disclose or disseminate the Disclosing Partys Confidential Information to any Person other than those employees, agents, contractors, subcontractors and licensees of the Receiving Party, or with
respect to the Administrator as a Receiving Party, to those employees, agents, contractors, subcontractors and licensees of any agent or affiliate, who have a need to know it in order to assist the Receiving Party in performing its obligations, or
to permit the Receiving Party to exercise its rights under this Agreement. In addition, the Receiving Party (a) shall take all reasonable steps to prevent unauthorized access to the Disclosing Partys Confidential Information, and
(b) shall not use the Disclosing Partys Confidential Information, or authorize other Persons to use the Disclosing Partys Confidential Information, for any purposes other than in connection with performing its obligations or
exercising its rights hereunder. As used herein, reasonable steps means steps that a party takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps shall in no event be less than a
reasonable standard of care.
|
The term Confidential Information , as used herein,
shall mean all business strategies, plans and procedures, proprietary information, methodologies, data and trade secrets, and other confidential information and materials (including, without limitation, any
non-public personal information as defined in Regulation S-P) of the Disclosing Party, its affiliates, their respective clients or suppliers, or other Persons with whom
they do business, that may be obtained by the Receiving Party from any source or that may be developed as a result of this Agreement.
|
11.02
|
Exclusions. The provisions of this Section 11 respecting Confidential Information shall not apply
to the extent, but only to the extent, that such Confidential Information: (a) is already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party, (b) is subsequently learned from an
independent third party free of any restriction and without breach of this Agreement; (c) is or becomes publicly available through no wrongful act of the Receiving Party or any third party; (d) is independently developed by or for the
Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or (e) is required to be disclosed pursuant to an applicable law, rule, regulation,
|
12
|
government requirement or court order, or the rules of any stock exchange (provided, however, that the Receiving Party shall advise the Disclosing Party of such required disclosure promptly upon
learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest, limit and/or assist the Receiving Party in crafting such disclosure).
|
|
11.03
|
Permitted Disclosure. The Receiving Party shall advise its employees, agents, contractors,
subcontractors and licensees, and shall require its affiliates to advise their employees, agents, contractors, subcontractors and licensees, of the Receiving Partys obligations of confidentiality and
non-use under this Section 11 and shall be responsible for ensuring compliance by its and its affiliates employees, agents, contractors, subcontractors and licensees with such obligations. In
addition, the Receiving Party shall require all Persons that are provided access to the Disclosing Partys Confidential Information, other than the Receiving Partys accountants and legal counsel, to execute confidentiality or non-disclosure agreements containing provisions substantially similar to those set forth in this Section 11. The Receiving Party shall promptly notify the Disclosing Party in writing upon learning of any
unauthorized disclosure or use of the Disclosing Partys Confidential Information by such Persons.
|
|
11.04
|
Effect of Termination. Upon the Disclosing Partys written request following the termination of
this Agreement, the Receiving Party promptly shall return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party provided under or in connection with this Agreement, including all copies, portions and summaries
thereof. Notwithstanding the foregoing sentence, (a) the Receiving Party may retain one copy of each item of the Disclosing Partys Confidential Information for purposes of identifying and establishing its rights and obligations under this
Agreement, for archival or audit purposes and/or to the extent required by applicable law, and (b) the Administrator shall have no obligation to return or destroy Confidential Information of the Company that resides in saved tapes of
Administrator; provided, however, that in either case all such Confidential Information retained by the Receiving Party shall remain subject to the provisions of Section 11 for so long as it is so retained. If requested by the Disclosing Party,
the Receiving Party shall certify in writing its compliance with the provisions of this paragraph.
|
SECTION
12 MISCELLANEOUS PROVISIONS
|
12.01
|
Internet Access. Data and information may be made electronically accessible to the Company, its
investment adviser and/or sub-adviser(s) and its investors or Authorized Participants through Internet access to one or more web sites provided by the Administrator (Web Access). As between
the Company and Administrator, the Administrator shall own all right, title and interest to such Web Access, including, without limitation, all content, software, interfaces, documentation, data, trade secrets, design concepts, look and
feel attributes, enhancements, improvements, ideas and inventions and all intellectual property rights inherent in any of the foregoing or appurtenant thereto including all patent rights, copyrights, trademarks,
know-how and trade secrets (collectively, the Proprietary Information). The Company recognizes that the Proprietary Information is of substantial value to the Administrator and shall not use or
disclose the Proprietary Information except as specifically authorized in writing by the Administrator. All
|
13
|
Proprietary Information shall be deemed Confidential Information of the Administrator. Use of the Web Access by the Company or its agents or investors will be subject to any additional terms of
use set forth on the web site. Unless provided otherwise in such additional terms, the Company shall have a non-exclusive, non-transferable, terminable at-will license to use the Web Access solely in connection with this Agreement. All Web Access and the information (including text, graphics and functionality) on the web sites related to such Web Access is
presented As Is and As Available without express or implied warranties including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a
particular purpose. The Administrator neither warrants that the Web Access will be uninterrupted or error free, nor guarantees the accessibility, reliability, performance, timeliness, sequence, or completeness of information provided on the Web
Access.
|
|
12.02
|
Independent Contractor. In making, and performing under, this Agreement, the Administrator shall be
deemed to be acting as an independent contractor of the Company and neither the Administrator nor its employees shall be deemed an agent, affiliate, legal representative, joint venturer or partner of the Company. No party is authorized to bind any
other party to any obligation, affirmation or commitment with respect to any other Person.
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|
12.03
|
Assignment; Binding Effect. The Company may not assign, delegate or transfer, by operation of law or
otherwise, this Agreement (in whole or in part), or any of the Companys obligations hereunder, without the prior written consent of the Administrator, which consent shall not be unreasonably withheld or delayed. The Administrator may assign,
delegate or transfer, by operation of law or otherwise, all or any portion of its rights under this Agreement to an affiliate of the Administrator or to any person or entity who purchases all or substantially all of the business or assets of the
Administrator to which this Agreement relates, provided that such affiliate, person or entity agrees in advance and in writing to be bound by the terms, conditions and provisions of this Agreement. Subject to the foregoing, all of the terms,
conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of each partys successors and permitted assigns. Any assignment, delegation, or transfer in violation of this provision shall be void and without
legal effect.
|
|
12.04
|
Agreement for Sole Benefit of the Administrator and the Company. This Agreement is for the sole and
exclusive benefit of the Company, the Administrator and the Persons identified in Section 5.09 (to the extent set forth therein) and will not be deemed to be for the direct or indirect benefit of either (i) the clients or customers of the
Administrator or the Company, (ii) the sponsor, or (iii) any service provider to the Company unaffiliated with the Administrator. The clients or customers of the Administrator or the Company will not be deemed to be third party
beneficiaries of this Agreement nor to have any other contractual relationship with the Administrator by reason of this Agreement and each party hereto agrees to indemnify and hold harmless the other party from any claims of its clients or customers
against the other party including any attendant expenses and attorneys fees, based on this Agreement or the services provided hereunder.
|
|
12.05
|
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of California without giving effect to any conflict of laws
|
14
|
or choice of laws rules or principles thereof. To the extent that the applicable laws of the State of California, or any of the provisions of this Agreement, conflict with the applicable
provisions of the 1940 Act, the 1933 Act or the Securities Exchange Act of 1934, the latter shall control.
|
|
12.06
|
Equitable Relief. Each party agrees that any other partys violation of the provisions of
Section 11 may cause immediate and irreparable harm to the other party for which money damages would not constitute an adequate remedy at law. Therefore, the parties agree that, in the event either party breaches or threatens to breach said
provision or covenant, the other party shall have the right to seek an injunction to restrain said breach or threatened breach, without posting any bond or other security.
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|
12.07
|
Dispute Resolution. Whenever either party desires to institute legal proceedings against the other
concerning this Agreement, it shall provide written notice to that effect to such other party. The party providing such notice shall refrain from instituting said legal proceedings for a period of thirty days following the date of provision of such
notice. During such period, the parties shall attempt in good faith to amicably resolve their dispute by negotiation among their executive officers. This Section 12.07 shall not prohibit either party from seeking, at any time, equitable relief
as permitted under Section 12.06.
|
|
12.08
|
Notice. All notices provided for or permitted under this Agreement (except for correspondence between
the parties related to operations in the ordinary course) shall be deemed effective upon receipt, and shall be in writing and (a) delivered personally, (b) sent by commercial overnight courier with written verification of receipt, or
(c) sent by certified or registered U.S. mail, postage prepaid and return receipt requested, to the party to be notified, at the address for such party set forth below. Notices to the Administrator shall be sent to the attention of: President,
Charles Schwab Investment Management, Inc., 211 Main St., San Francisco, CA 94105. Notices to the Company shall be sent to the attention of President, Schwab Strategic Trust, 211 Main St., San Francisco, CA 94105.
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|
12.09
|
Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with
respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter
hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the parties.
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|
12.10
|
Severability. Any provision of this Agreement that is determined to be invalid or unenforceable in any
jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. If a court of competent jurisdiction declares any provision of this Agreement to be invalid or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope,
duration, or area of the provision, to delete specific words or phrases, or to replace the provision with a provision that is valid and enforceable and that comes closest to expressing the original intention of the parties, and this Agreement shall
be enforceable as so modified.
|
15
|
12.11
|
Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to the
benefit thereof by written instrument executed by such party. No failure of either party hereto to exercise any power or right granted hereunder, or to insist upon strict compliance with any obligation hereunder, and no custom or practice of the
parties with regard to the terms of performance hereof, will constitute a waiver of the rights of such party to demand full and exact compliance with the terms of this Agreement.
|
|
12.12
|
Anti-Money Laundering Laws. In connection with performing the Services set forth herein, the
Administrator may provide information that the Company may rely upon in connection with the Companys compliance with applicable laws, policies and regulations aimed at the prevention and detection of money laundering and/or terrorism
activities (hereinafter, the Regulations). The Company and the Administrator agree that the Company shall be responsible for its compliance with all such Regulations. It shall be a condition precedent to providing Services to the
Company under this Agreement and the Administrator shall have no liability for non-performance of its obligations under this Agreement unless it is satisfied, in its absolute discretion, that it has sufficient
and appropriate information and material to discharge its obligations under the Regulations, and that the performance of such obligations will not violate any Regulations applicable to it. Without in any way limiting the foregoing, the Company
acknowledges that the Administrator is authorized to return an Authorized Participants Investment in any Portfolio and take any action necessary to restrict repayment of redemption proceeds to the extent necessary to comply with its
obligations pursuant to the Regulations.
|
|
12.13
|
Force Majeure. No breach of any obligation of a party to this Agreement (other than obligations to pay
amounts owed) will constitute an event of default or breach to the extent it arises out of a cause, existing or future, that is beyond the control and without negligence of the party otherwise chargeable with breach or default, including without
limitation: work action or strike; lockout or other labor dispute; failure of third party systems and software, telecommunication outages; flood; war; riot; theft; act of terrorism, earthquake or natural disaster. Either party desiring to rely upon
any of the foregoing as an excuse for default or breach will, when the cause arises, give to the other party prompt notice of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice thereof to the other party.
|
|
12.14
|
Equipment Failures. In the event of equipment failures beyond the Administrators control, the
Administrator shall take reasonable and prompt steps to minimize service interruptions but shall have no liability with respect thereto. The Administrator shall develop and maintain a plan for recovery from equipment failures which may include
contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available.
|
|
12.15
|
Headings. All Article headings contained in this Agreement are for convenience of reference only, do not
form a part of this Agreement and will not affect in any way the meaning or interpretation of this Agreement.
|
|
12.16
|
Counterparts. This Agreement may be executed in two or more counterparts, all of
|
16
|
which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for
more than one such counterpart. This Agreement shall be deemed executed by both parties when any one or more counterparts hereof or thereof, individually or taken together, bears the original facsimile or scanned signatures of each of the parties.
|
[The remainder of this page has intentionally been left blank.]
17
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the
Effective Date.
|
|
|
CHARLES SCHWAB INVESTMENT
MANAGEMENT, INC.
|
|
SCHWAB STRATEGIC TRUST
|
|
|
By: /s/ Randall W.
Merk
|
|
By: /s/ George M. Pereira
|
Name: Randall W.
Merk
|
|
Name: George M. Pereira
|
Title: President and Chief Executive Officer
|
|
Title: Treasurer and Principal Financial Officer
|
18
SCHEDULE I
Portfolios
|
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
|
19
SCHEDULE II
Services
1)
|
Receive PCF Files from Adviser, or its designee, and, subject to final approval of such file by Adviser,
send PCF Files to custodian in appropriate format;
|
2)
|
Compute yields, total returns, expense ratios, portfolio turnover rates and average dollar-weighted
portfolio maturities, as appropriate;
|
3)
|
Track and validate income and expense accruals, analyze and modify expense accrual charges periodically, and
process expense disbursements to vendors and service providers;
|
4)
|
Calculate required ordinary income and capital gains distributions, coordinate estimated cash payments, and
perform necessary reconciliations with the transfer agent;
|
5)
|
Provide standardized performance reporting data to the Company;
|
6)
|
Provide performance, financial and expense information for registration statements and proxies;
|
7)
|
Communicate net asset values, yield, total returns or other financial data to appropriate third party
reporting agencies, and assist in resolution of errors reported by such third party agencies;
|
8)
|
Prepare the Companys financial statements for review by fund management and independent auditors,
manage annual and semi-annual report preparation process, prepare Forms N-SAR, NQ, N-CSR and 24f-2, provide fund performance data
for annual report, coordinate printing and delivery of annual and semi-annual reports to shareholders, and file Forms N-SAR, N-Q,
N-CSR, 24f-2 and annual and semi-annual reports via EDGAR;
|
9)
|
Monitor each Portfolios compliance with the requirements of Subchapter M of the Internal Revenue Code
with respect to status as a regulated investment company;
|
10)
|
Prepare and file federal and state tax returns for the Company other than those required to be prepared and
filed by the Companys transfer agent or custodian.
|
11)
|
Provide data for year-end 1099s and supplemental tax letters;
|
12)
|
Provide such reports in connection with quarterly meetings of the Board as the Board may reasonably request;
|
13)
|
Manage the Companys proxy solicitation process, including evaluating proxy distribution channels,
coordinating with outside service provider to distribute proxies, track shareholder responses and tabulate voting results, and managing the proxy solicitation vendor if necessary;
|
14)
|
Provide individuals to serve as officers of the Company, as requested;
|
15)
|
Coordinate with the Companys counsel on filing of the Companys registration statements and proxy
statements, and coordinate printing and delivery of the Companys prospectuses and proxy statements;
|
20
16)
|
Provide consultation to the Company on regulatory matters relating to the operation of the Company as
requested and coordinate with the Companys legal counsel regarding such matters;
|
17)
|
Develop policies and procedures relating to the operations of the Company in coordination with legal counsel
and the Chief Compliance Officer;
|
18)
|
Act as liaison to legal counsel to the Company and, where applicable, to legal counsel to the Companys
independent trustees;
|
19)
|
Coordinate with the Company counsel in the preparation, review and execution of contracts between the
Company and third parties, such as the Companys investment adviser, transfer agent, and custodian, and record-keepers or shareholder service providers;
|
20)
|
Assist the Company in handling and responding to routine regulatory examinations with respect to records
retained or services provided by the Administrator, and coordinate with the Companys legal counsel in responding to any non-routine regulatory matters with respect to such matters;
|
21)
|
Coordinate as necessary the registration or qualification of Creation Units with appropriate state
securities authorities;
|
22)
|
Manage the preparation for and conducting of Board meetings by (i) coordinating Board book production
and distribution process, (ii) subject to review and approval by the Company and its counsel, preparing meeting agendas, (iii) preparing the relevant sections of the Board materials required to be prepared by the Administrator,
(iv) assisting to gather and coordinate special materials related to annual contract renewals and approval of rule 12b-1 plans and related agreements for and as directed by the trustees or the Company
counsel, (v) attending Board meetings, and (vi) performing such other Board meeting functions as shall be agreed by the parties in writing;
|
23)
|
Cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to
ensure that all necessary information is made available to the Companys independent public accountants in connection with the preparation of any audit or report requested by the Company, including the provision of a conference room at the
Administrators location if necessary (in this regard, the Companys independent auditors shall provide the Administrator with reasonable notice of any such audit so that (i) the audit will be completed in a timely fashion and
(ii) the Administrator will be able to promptly respond to such information requests without undue disruption of its business); and
|
24)
|
On a T+2 post-trade basis and based on the information available to the Administrator, periodically monitor
the Portfolios for compliance with applicable limitations as set forth in the Companys or any Portfolios then current Prospectus and Statement of Additional Information (this provision shall not relieve the Companys investment
adviser and sub-advisers, if any, of their primary day-to-day responsibility for assuring such compliance, including on a pre-trade basis).
|
25)
|
Coordinate the distribution of prospectuses, supplements, proxy materials and reports to shareholders, and
coordinate the solicitation and tabulation of proxies in connection with any annual or special meetings of shareholders.
|
26)
|
Obtain and maintain fidelity bonds and directors and officers/errors and omissions insurance policies for
the Company in accordance with Rules 17g-1 and 17-d-1 under the 1940 Act and file the fidelity bonds and any notices with the SEC
as required under the 1940 Act, to the extent such
|
21
|
bonds and policies are approved by the Companys Board.
|
27)
|
Maintain corporate records on behalf of the Company, including, but not limited to, minute books, the
Declaration of Trust and By-Laws.
|
28)
|
Additional Reports and Services. Upon reasonable notice and as mutually agreed upon, the Administrator may
provide additional reports and/or services upon the request of the Company or its investment adviser.
|
***
22
SCHEDULE III
Fees
None
23
TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AGREEMENT is made as of the 8th day of October, 2009, by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under
the laws of the Commonwealth of Massachusetts having its principal office and place of business at One Lincoln Center, Boston, Massachusetts 02111 (State Street or the Transfer Agent), and Charles Schwab Investment
Management, Inc., a Delaware corporation having its principal office and place of business at 211 Main Street, San Francisco, CA 94105 (the Administrator) on behalf of Schwab Strategic Trust, a Delaware statutory trust (the
Trust).
WHEREAS, the Trust is authorized to issue shares of beneficial interest (Shares) in separate series, with
each such series representing interests in a separate portfolio of securities and other assets;
WHEREAS, the Trust intends to initially
offer Shares in one or more series, each as named in the attached Schedule A, which may be amended by the parties to add or remove series from time to time (such series, including all series subsequently established by the Trust and made
subject to this Agreement in accordance with Section 13 of this Agreement, being herein referred to as a Portfolio, and collectively as the Portfolios);
WHEREAS, the Trust will issue and redeem Shares of each Portfolio only in aggregations of Shares known as Creation Units as
described in the currently effective prospectus and statement of additional information of the Trust and each Portfolio (collectively, the Prospectus);
WHEREAS, only those entities (Authorized Participants) that have entered into an Authorized Participant Agreement with a
distributor of the Trust (a Distributor), currently SEI Investments Distribution Co., are eligible to place orders for Creation Units with a Distributor;
WHEREAS, the Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York (DTC), or
its nominee will be the record or registered owner of all outstanding Shares;
WHEREAS, Administrator administers the operations of the
Trust and provides or procures the provision of certain services, including transfer agency services, for and on behalf of the Trust;
WHEREAS, Administrator desires to appoint State Street as transfer agent, dividend disbursing agent and agent in connection with certain other
activities; and
WHEREAS, State Street is willing to accept such appointment.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto, intending to be legally bound, mutually covenant
and agree as follows:
1
|
1.1
|
Subject to the terms and conditions set forth in this Agreement, the Administrator, on behalf of the Trust and
the Portfolios, hereby appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, transfer agent for the Creation Units and dividend disbursing agent of the Trust and the Portfolios.
|
|
1.2
|
Transfer Agency Services. In accordance with procedures established from time to time by written
agreement between the Administrator, on behalf of the Trust and each of the Portfolios, as applicable, and the Transfer Agent, the Transfer Agent shall:
|
|
(i)
|
establish one or more omnibus accounts representing DTCs position in each Portfolio on the Transfer
Agents recordkeeping system and maintain each such account;
|
|
(ii)
|
receive and process orders identified for the benefit of the appropriate Authorized Participant for the
purchase of Creation Units from a Distributor or the Trust, and promptly deliver payment and appropriate documentation thereof to the custodian of a Portfolio as identified by the Trust (the Custodian);
|
|
(iii)
|
receive and process redemption requests and redemption directions from the Distributor or the Trust and deliver
the appropriate documentation thereof to the Custodian;
|
|
(iv)
|
prepare and transmit by means of DTCs book-entry system payments for any dividends and distributions
declared by the Trust on behalf of the applicable Portfolio;
|
|
(v)
|
record the issuance of Shares of the applicable Portfolio and maintain a record of the total number of Shares
of each Portfolio which are issued and outstanding; and provide the Administrator on a regular basis with the total number of Shares of each Portfolio that are issued and outstanding; but Transfer Agent shall have no obligation, when recording the
issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which
functions shall be the sole responsibility of the Administrator on behalf of the Trust and each Portfolio; and, except for the accounts established and maintained as provided in this Section 1.2 and in Section 1.3, the Transfer Agent shall
have no obligation or responsibility to account for, keep records of, or otherwise related to, ownership of the Shares;
|
|
(vi)
|
maintain and manage, as agent for the Administrator on behalf of the Trust and the Portfolios, such bank
accounts as the Transfer Agent shall deem
|
2
|
necessary for the performance of its duties under this Agreement, including but not limited to, the processing of Creation Unit purchases and redemptions and the payment of Portfolio dividends
and distributions; the Transfer Agent may maintain such accounts at the bank or banks deemed appropriate by the Transfer Agent in accordance with applicable law;
|
|
(vii)
|
process changes to Authorized Participant identification records; and
|
|
(viii)
|
except as otherwise instructed by the Administrator on behalf of the Trust, the Transfer Agent shall process
all transactions in the Trust in accordance with the procedures agreed upon by the Administrator and the Transfer Agent with respect to the proper net asset value to be applied to purchases received in good order by the Transfer Agent or by the
Administrator or any other person or firm on behalf of the Administrator or the Trust or from an Authorized Participant before the cut-off times established by the Trust; and the Transfer Agent shall report to
the Administrator any known exceptions to the foregoing.
|
|
|
Notwithstanding anything to the contrary contained herein, Transfer Agent will not provide Transfer Agency
Services to an Authorized Participant who is an individual, and Administrator will not knowingly provide any information subject to any Applicable Privacy Laws as to such individual, as hereinafter defined, unless and until the Administrator has
requested that Transfer Agent provide such services to such individual Authorized Participant and Transfer Agent has consented to provide such services in writing, which consent shall not be unreasonably withheld. The terms of Schedule B shall apply
only to Customer Information provided to Transfer Agent after Transfer Agent has given its written consent, which consent shall not be unreasonably withheld to provide Transfer Agency Services to such individual Authorized Participant pursuant to
the terms of this Section. The foregoing, however, shall not relieve Transfer Agent of any obligations it may have under any Privacy Laws applicable to its possession of any Customer Information (as defined in Schedule B) or be construed as to
impose any obligation or liability on Administrator with regard to any failure by Transfer Agent to comply with those laws.
|
|
1.3
|
Additional Services. In addition to, and neither in lieu of nor in contravention of the services
set forth in Section 1.2 above, the Transfer Agent shall perform the following services:
|
|
(i)
|
Other Customary Services. Perform certain customary services of a transfer agent and dividend disbursing
agent, including, but not limited to, maintaining all Authorized Participant identification records and maintaining Authorized Participant Share ownership positions;
|
|
(ii)
|
State Transaction (Blue Sky) Reporting. The Trust shall be solely responsible for its
blue sky compliance and state registration requirements;
|
3
|
(iii)
|
Distributor, DTC and NSCC The Transfer Agent shall: (a) accept and effectuate the registration and
maintenance of accounts, and the purchase and redemption of Creation Units in such accounts, in accordance with instructions transmitted to and received by the Transfer Agent by transmission from Distributor, DTC and NSCC relative to Authorized
Participants; and (b) issue instructions to a Portfolios Custodian for the settlement of transactions of the Portfolio with Distributor, DTC and NSCC (acting on behalf of the applicable Authorized Participant);
|
|
(iv)
|
Performance of Certain Services by the Administrator, the Trust or Affiliates or Agents. New procedures
as to who shall provide certain of these services described in this Section 1 may be established in writing from time to time by agreement between the Administrator and the Transfer Agent. If agreed to in writing by the Administrator and
the Transfer Agent, the Transfer Agent may at times perform only a portion of these services, and the Administrator, the Trust or its agent may perform these services on the Trusts or a Portfolios behalf.
|
|
1.4
|
Authorized Persons. The Administrator, on behalf of the Trust and each Portfolio, hereby agrees and
acknowledges that the Transfer Agent may rely on the current list of authorized persons, including the Distributor, as provided or agreed to by the Trust in writing and as may be amended from time to time, in receiving instructions to issue or
redeem Creation Units. The Administrator, on behalf of the Trust and each Portfolio, agrees and covenants for itself and each such authorized person that any order or sale of or transaction in Creation Units received by it after the order cut-off time or such earlier time as set forth in or in accordance with the Prospectus or as otherwise provided by the Administrator in accordance with procedures mutually agreed upon by the Administrator and the
Transfer Agent (the Order Cut-Off Time), shall be effectuated at the net asset value determined on the next business day or as otherwise required pursuant to the applicable Portfolios
then-effective Prospectus, and the Administrator or such authorized person shall so instruct the Transfer Agent of the proper effective date of the transaction.
|
|
1.5
|
Anti-Money Laundering and Client Screening. With respect to the Trusts or any Portfolios
offering and sale of Creation Units at any time, and for all subsequent transfers of such interests, the Trust or its delegate shall, directly or indirectly and to the extent required by law: (i) conduct know your customer/client identity due
diligence with respect to potential investors and transferees in the Shares and Creation Units and shall obtain and retain due diligence records for each investor and transferee; (ii) use its reasonable efforts to ensure that each
investors and any transferees funds used to purchase Creation Units or Shares shall not be derived from, nor the product of, any criminal activity; (iii) if requested, provide periodic written verifications that such
investors/transferees have been checked against the United States Department of the Treasury Office of Foreign Assets Control database for any non-compliance or exceptions; and (iv) perform its
obligations under this Section in accordance with all applicable anti-money laundering laws
|
4
|
and regulations. In the event that the Transfer Agent has received advice from counsel that access to underlying due diligence records pertaining to the investors/transferees is necessary to
ensure compliance by the Transfer Agent with relevant anti-money laundering (or other applicable) laws or regulations, the Trust shall, upon receipt of written request from the Transfer Agent, provide the Transfer Agent copies of such due diligence
records.
|
|
1.6
|
Tax Law. The Transfer Agent shall have no responsibility or liability for any obligations now or
hereafter imposed on the Trust, a Portfolio, any Creation Units, any Shares, a beneficial owner thereof, an Authorized Participant or the Transfer Agent in connection with the services provided by the Transfer Agent hereunder by the tax laws of any
country or of any state or political subdivision thereof. It shall be the responsibility of the Administrator to notify the Transfer Agent of the obligations imposed on the Trust, a Portfolio, the Creation Units, the Shares, or the Transfer Agent in
connection with the services provided by the Transfer Agent hereunder by the tax law of countries, states and political subdivisions thereof, including responsibility for withholding and other taxes, assessments or other governmental charges,
certifications and governmental reporting.
|
|
2.1
|
Fee Schedule. For the performance by the Transfer Agent pursuant to this Agreement, the Administrator
agrees on behalf of the Trust and each of the Portfolios to pay the Transfer Agent the fees and expenses set forth in the fee schedule (the Fee Schedule). Such fees and any out of pocket expenses and advances identified under
Section 2.2 below may be changed only by written agreement between the Administrator on behalf of the Trust and the Portfolios and the Transfer Agent. The parties agree that the fees set forth in the Fee Schedule shall apply with respect to
each Portfolio set forth on Schedule A hereto as of the date hereof and to any newly created Portfolios added to this Agreement that have requirements consistent with services then being provided by the Transfer Agent under this Agreement. In
the event that a Portfolio is to become a party to this Agreement as a result of an acquisition or merger, then the parties shall confer diligently and negotiate in good faith, and agree upon fees applicable to such Portfolio.
|
|
2.2
|
Out of Pocket Expenses. In addition to the fees paid under Section 2.1 above, the Administrator
agrees on behalf of each of the Trust and the Portfolios to reimburse the Transfer Agent for reasonable and customary out of pocket expenses, including but not limited to, confirmation production, postage, forms, telephone, microfilm, microfiche,
tabulating proxies, records storage, or advances incurred by the Transfer Agent for the items set out in the fee schedule attached hereto. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of the
Administrator will be reimbursed by the Administrator on behalf of the applicable Portfolio.
|
5
|
2.3
|
Invoices. The Administrator agrees on behalf of the Trust and each of the Portfolios to pay all fees and
out of pocket expenses within thirty (30) days following the receipt of the respective invoice, except for any fee or expense that is subject to good faith dispute. In the event of such a dispute, the Administrator may withhold that portion of
the fee or expense subject to the good faith dispute. The Administrator shall notify the Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each invoice if the
Administrator is disputing any amounts in good faith. The Administrator shall settle such disputed amounts within five (5) days of the day on which the parties agree on the amount to be paid.
|
3.
|
REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT
|
The Transfer Agent represents and warrants to the Administrator that:
|
3.1
|
It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of
Massachusetts.
|
|
3.2
|
It is duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934,
as amended (the 1934 Act), it will remain so registered for the duration of this Agreement, and it will promptly notify the Administrator in the event of any material change in its status as a registered transfer agent.
|
|
3.3
|
It is duly qualified to carry on its business in the Commonwealth of Massachusetts.
|
|
3.4
|
It is empowered under applicable laws and by its organizational documents to enter into and perform the
services contemplated in this Agreement.
|
|
3.5
|
All requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
|
|
3.6
|
It has and will continue to have access to the necessary facilities, equipment and personnel to perform its
duties and obligations under this Agreement.
|
|
3.7
|
It is and will remain for the duration of this Agreement in compliance with all federal and state laws, rules
and regulations applicable to its transfer agency business and the performance of its duties, obligations and services under this Agreement.
|
4.
|
REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR ON BEHALF OF THE TRUST AND THE PORTFOLIOS AND OF THE
ADMINISTRATOR ON ITS OWN BEHALF
|
On behalf of the Trust and the Portfolios, the Administrator represents and
warrants to the Transfer Agent that:
6
|
4.1
|
The Trust is a statutory trust duly organized, existing and in good standing under the laws of the State of
Delaware.
|
|
4.2
|
The Trust is empowered under applicable laws and by its organizational documents to enter into and perform this
Agreement.
|
|
4.3
|
All requisite proceedings have been taken to authorize the Trust to enter into, perform and receive services
pursuant to this Agreement.
|
|
4.4
|
The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company.
|
|
4.5
|
A registration statement under the Securities Act of 1933, as amended (the Securities Act), is
currently effective and will remain effective, and all appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Trust being offered for sale.
|
The Administrator further represents and warrants to the Transfer Agent that:
|
4.6
|
It is a corporation organized and existing and in good standing under the laws of the State of Delaware.
|
|
4.7
|
All proceedings required by its organizational documents have been taken to authorize the Administrator to
enter into and perform this Agreement.
|
|
4.8
|
It is authorized to act on behalf of the Trust in entering into and performing this Agreement.
|
5.
|
DATA ACCESS AND PROPRIETARY INFORMATION
|
|
5.1
|
Neither the Administrator, the Trust nor the Portfolios shall be granted, or acquire as part of receipt of
services provided by the Transfer Agent hereunder, any right, title or interest, express or implied, or any intellectual property right in the databases, computer programs, screen formats, report formats, interactive design techniques, and
documentation manuals furnished to the Administrator and the Trust by the Transfer Agent as part of the Administrators and the Trusts ability to access certain Trust-related data maintained by the Transfer Agent or another third party on
databases under the control and ownership of the Transfer Agent (Data Access Services) (collectively, Proprietary Information). Notwithstanding the foregoing or any other provision of this Agreement, nothing contained herein
shall be construed as granting Transfer Agent any right, title, or interest, express or implied, in or to any Portfolio Confidential Information (as defined below). The Proprietary Information shall constitute Confidential Information of Transfer
Agent. Without limiting the foregoing, the Administrator agrees for itself and its officers and employees, on behalf of the Trust and applicable agents, to:
|
7
|
(i)
|
use such programs and databases solely on the Administrators, Trusts, or such agents
computers, or solely from equipment at the location(s) agreed to between the Administrator and the Transfer Agent, and solely in accordance with the Transfer Agents applicable user documentation;
|
|
(ii)
|
refrain from copying or duplicating in any way the Proprietary Information;
|
|
(iii)
|
refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is
inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agents instructions;
|
|
(iv)
|
refrain from causing or allowing Proprietary Information transmitted from the Transfer Agents computers
to the Administrators, the Trusts, or such agents computer to be retransmitted to any other computer facility or other location;
|
|
(v)
|
allow the Administrator and the Trust to have access only to those authorized transactions agreed upon by the
Administrator and the Transfer Agent;
|
|
(vi)
|
to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agents
expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.
|
|
5.2
|
Proprietary Information shall not include all or any portion of any of the foregoing items that are or become
publicly available without breach of this Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of
confidentiality or breach of this Agreement.
|
|
5.3
|
Notwithstanding any other provision to the contrary, the Administrator may disclose Proprietary Information in
the event that it is required to be disclosed by law or in a judicial or administrative proceeding, or by an appropriate regulatory authority having jurisdiction over the Administrator or the Trust; provided that all reasonable legal remedies for
maintaining such information in confidence have been exhausted including, but not limited to, giving the Transfer Agent as much advance notice of the possibility of such disclosure as practical so the Transfer Agent may attempt to stop such
disclosure or obtain a protective order concerning such disclosure.
|
|
5.4
|
If the Administrator notifies the Transfer Agent that any of the Data Access Services do not operate in
material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the
Data Access Services are solely
|
8
|
responsible for the contents of such data, and the Administrator agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not
limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES
EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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5.5
|
If the Administrator and the Trust have the ability to originate electronic instructions to the Transfer Agent
in order to effect the transfer or movement of cash or Creation Units or transmit Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such
instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
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5.6
|
Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section.
The obligations of this Section shall survive the termination of this Agreement.
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6.
|
WIRE TRANSFER OPERATING GUIDELINES
|
|
6.1
|
Obligation of Sender. The Transfer Agent is authorized to promptly debit the appropriate Portfolio
account(s) upon the receipt of a payment order in compliance with the prescribed security procedure (the Security Procedure) chosen for funds transfer in the Funds Transfer Addendum to this Agreement (agreed to in conjunction with that
certain Amended and Restated Master Custodian Agreement between the parties thereto dated as of October 17, 2005, as amended and restated from time to time) and in the amount of money that the Transfer Agent has been instructed to transfer. The
Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Administrators instructions on the execution date, provided that such payment order is received by the customary deadline for processing such a
request, unless the payment order specifies a later time. All payment orders and communications received after the customary deadline will be deemed to have been received the next business day.
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6.2
|
Security Procedure. The Administrator on behalf of the Trust and the Portfolios acknowledges that the
Security Procedure it has designated on the Funds Transfer Addendum was selected by the Administrator from security procedures offered by the Transfer Agent. The Administrator shall restrict access to confidential information relating to the
Security Procedure to authorized persons as communicated to the Transfer Agent in writing. The Administrator must notify the Transfer Agent immediately if it has reason to believe unauthorized persons
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9
|
may have obtained access to such information or of any change in the Administrators authorized personnel. The Transfer Agent shall verify the authenticity of all instructions received from
the Administrator according to the Security Procedure.
|
|
6.3
|
Account Numbers. The Transfer Agent shall process all payment orders on the basis of the account number
contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.
|
|
6.4
|
Rejection. The Transfer Agent reserves the right to decline to process or delay the processing of a
payment order which (i) is in excess of the collected balance in the account to be charged at the time of the Transfer Agents receipt of such payment order; (ii) if initiating such payment order would cause the Transfer Agent, in the
Transfer Agents sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits which are applicable to the Transfer Agent; or (iii) if the Transfer Agent, in good faith is unable to satisfy itself that the
transaction has been properly authorized.
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6.5
|
Cancellation Amendment. The Transfer Agent shall use reasonable efforts to act on all authorized
requests to cancel or amend payment orders received in compliance with the Security Procedure, provided that such requests are received in a timely manner affording the Transfer Agent reasonable opportunity to act. However, the Transfer Agent
assumes no liability if the request for amendment or cancellation cannot be satisfied.
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|
6.6
|
Errors. The Transfer Agent shall assume no responsibility for failure to detect any erroneous payment
order provided that the Transfer Agent complies with the payment order instructions as received and the Transfer Agent complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only
and not for the detection of errors in payment orders.
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|
6.7
|
Interest. The Transfer Agent shall assume no responsibility for lost interest with respect to the
refundable amount of any unauthorized payment order, unless the Transfer Agent is notified of the unauthorized payment order within thirty (30) days of notification by the Transfer Agent of the acceptance of such payment order.
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|
6.8
|
ACH Credit Entries/Provisional Payments. When a Portfolio initiates or receives Automated Clearing House
credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, the Transfer Agent will act as an Originating Depository Financial Institution
and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Transfer Agent with respect to an ACH credit entry are provisional until the Transfer Agent receives final settlement for such
entry from the Federal
|
10
|
Reserve Bank. If the Transfer Agent does not receive such final settlement, the Trust agrees that the Transfer Agent shall receive a refund of the amount credited to the applicable Portfolio in
connection with such entry, and the party making payment to the Portfolio via such entry shall not be deemed to have paid the amount of the entry.
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|
6.9
|
Confirmation. Confirmation of the Transfer Agents execution of payment orders shall ordinarily be
provided within twenty four (24) hours notice of which may be delivered through the Transfer Agents proprietary information systems, or by facsimile or call-back. The Trust must report any objections to the execution of an order within
thirty (30) calendar days of receipt of such confirmation.
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|
7.1
|
The Transfer Agent shall not be responsible for, and the Administrator on behalf of itself and the Trust and
each Portfolio shall indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees (including the defense of any lawsuit in which the Transfer Agent or affiliate is a named
party), payments, reasonable expenses and liability arising out of or attributable to:
|
|
(i)
|
all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this
Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct;
|
|
(ii)
|
the Administrators or the Trusts breach of any representation, warranty or covenant of the
Administrator or the Trust hereunder;
|
|
(iii)
|
the Administrators or the Trusts lack of good faith, negligence or willful misconduct;
|
|
(iv)
|
the reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, or its agents
or subcontractors on: (a) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic
instructions or other similar means authorized by the Administrator or the Trust, and which have been prepared, maintained or performed by the Administrator or the Trust or any other person or firm on behalf of the Administrator or the Trust,
including but not limited to any broker-dealer or previous transfer agent; (b) any instructions or requests of the Administrator or the Trust or any of their officers, employees, agents or subcontractors who have been deemed by the
Administrator to be authorized personnel to provide instructions; (c) any instructions or opinions of legal counsel to the Administrator, the Trust or any Portfolio with respect to any matter arising in connection with the services to be
performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent after consultation with such
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11
|
legal counsel; or (d) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;
|
|
(v)
|
the offer or sale of Creation Units in violation of federal or state securities laws or regulations requiring
that such Creation Units be registered, or in violation of any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such Creation Units;
|
|
(vi)
|
the negotiation and processing of any checks, wires and ACH transmissions, including without limitation, for
deposit into, or credit to, the Trusts demand deposit accounts maintained by the Transfer Agent;
|
|
(vii)
|
all actions relating to the transmission of Creation Unit or Authorized Participant data through the NSCC
clearing systems, if applicable; and
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|
(viii)
|
any tax obligations under the tax laws of any country or of any state or political subdivision thereof,
including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses (including legal expenses) that may be assessed, imposed or charged against the Transfer
Agent as transfer agent hereunder.
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|
7.2
|
At any time the Transfer Agent may apply to any officer of the Administrator for instructions, and may consult
with legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement, and the Transfer Agent and its agents or subcontractors shall not be liable and shall be indemnified by
the Administrator on behalf of the Trust and the applicable Portfolio for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Transfer Agent, its agents and subcontractors shall be protected
and indemnified in acting upon any paper or document furnished by or on behalf of the Trust or the applicable Portfolio, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information,
data, records or documents provided the Transfer Agent or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Administrator on behalf of the Trust and the Portfolios, and shall not
be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Administrator.
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8.
|
STANDARD OF CARE / LIMITATION OF LIABILITY
|
|
8.1
|
The Transfer Agent shall at all times act in good faith in its performance of all services performed under this
Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its
employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care,
|
12
|
and that Section 4-209 of the Uniform Commercial Code is superseded by this Section.
|
9.
|
ADDITIONAL COVENANTS OF THE ADMINISTRATOR AND THE TRANSFER AGENT
|
|
9.1
|
The Administrator shall promptly furnish to the Transfer Agent the following:
|
|
(i)
|
A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the
Transfer Agent and the execution and delivery of this Agreement.
|
|
(ii)
|
A copy of the Declaration of Trust and By-Laws of the Trust and all
amendments thereto.
|
|
9.2
|
The Transfer Agent hereby agrees to establish and maintain facilities and procedures for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.
|
|
9.3
|
Records. The Transfer Agent shall keep records relating to the services to be performed hereunder, in
the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the services
to be performed by the Transfer Agent hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its
request.
|
|
10.1
|
Portfolio Confidential Information. The term Portfolio Confidential Information means
any information that Portfolio discloses, whether in writing, electronically or orally, to Transfer Agent whether in tangible or intangible form which by the circumstances of disclosure or nature of the information would be considered to be
confidential. By way of example and not limitation, Portfolio Confidential Information includes: (i) any information concerning Portfolios, its agents or licensors technology, such as systems, source code, databases, hardware,
software, programs, applications, engine protocols, routines, models, displays and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof; and (ii) any information concerning
Portfolios, its agents or licensors financial or business plans or operations, such as research activities and plans, marketing or sales plans, pricing or pricing strategies, operational techniques, internal controls, compliance
policies, methods of operation, security procedures, strategic plans, customer information, and unpublished financial information, including information concerning revenues, profits and profit margins. Transfer Agent agrees that Portfolio will have
no obligation to specifically identify by any notice or other action any information to
|
13
|
which the protection of this Agreement extends. Without limiting the foregoing, to the extent disclosed to the Transfer Agent, portfolio holdings information of the Portfolio shall be deemed to
be Confidential Information of the Portfolio until such time as such portfolio holdings information shall made in a public filing by the Portfolio. The Transfer Agent shall not purchase or sell securities or other investments on the basis of
confidential portfolio holdings information of the Portfolio provided to the Transfer Agent and shall take reasonable steps to prevent any employee or agent of Transfer Agent from purchasing or selling securities or other investments on the same
basis.
|
|
10.2
|
Restrictions on Use. Without the prior written consent of Portfolio, Transfer Agent will not use
any portion of Portfolio Confidential Information for any purpose other than for the services provided under this Agreement. Transfer Agent further agrees that:
|
|
(i)
|
it will hold Portfolio Confidential Information of Portfolio in the strictest confidence;
|
|
(ii)
|
it will exercise the same care with respect to Portfolio Confidential Information as it exercises with respect
to its own proprietary and confidential information;
|
|
(iii)
|
it will not, without Portfolios prior written consent, copy or disclose to any third party any portion
thereof;
|
|
(iv)
|
it will notify immediately Portfolio of any unauthorized disclosure or use unless in and ownership of Portfolio
Confidential Information resulting from such unauthorized disclosure or use by or through Transfer Agent; and
|
|
(v)
|
it will restrict dissemination of Portfolio Confidential Information to only those persons within or related to
its organization who are involved in the delivery services provided under this Agreement, to Transfer Agents regulatory authorities as required to comply with such regulatory authorities request or order, and to Transfer Agents
examiners, auditors, directors and legal counsel to the extent Transfer Agent believes the same is reasonably required provided that Transfer Agent makes reasonable effort to notify such parties as to the confidential nature of the Portfolio
Confidential Information.
|
|
10.3
|
Exceptions. The foregoing shall not prohibit or limit Transfer Agents use, disclosure,
reproduction or dissemination of Portfolio Confidential Information which:
|
|
(i)
|
is or becomes public domain information or material through no fault or breach on the part of Transfer Agent;
|
14
|
(ii)
|
as demonstrated by the written records of Transfer Agent or otherwise, was already lawfully known (without
restriction on disclosure) to Transfer Agent prior to the information being disclosed to Transfer Agent by Portfolio or any representative of Portfolio;
|
|
(iii)
|
has been or is hereafter rightfully furnished to Transfer Agent without restriction on disclosure by the
Portfolio or a third person lawfully in possession thereof;
|
|
(iv)
|
has been independently developed, by or for Transfer Agent, without reference to Portfolio Confidential
Information;
|
|
(v)
|
is requested or required to be disclosed pursuant to any legal or regulatory proceeding, investigation, audit,
examination, subpoena, civil investigative demand or other similar process, where required by law, regulation, rule or self-regulatory organization rule, provided that, unless prohibited from doing so in such circumstance, the Transfer Agent
notifies Portfolio as promptly as possible so that Portfolio may to have a reasonable opportunity to obtain a protective order or other form of protection against disclosure. Notwithstanding any such disclosure by Transfer Agent, such disclosure
will not otherwise affect Transfer Agents obligations hereunder with respect to Portfolio Confidential Information so disclosed which is retained by Transfer Agent; or
|
|
(vi)
|
is disclosed by the Transfer Agent with the prior written consent of the applicable Portfolio to disclose,
which consent shall not be unreasonably withheld.
|
|
|
Any Portfolio Confidential Information in the possession of Transfer Agent that has been disclosed to it by
Portfolio or any representative of Portfolio that is not within any of the exceptions above shall be considered confidential unless the Transfer Agent may demonstrate otherwise by records, documentation or other reasonable means.
|
|
10.4
|
Equitable Relief. Transfer Agent agrees and acknowledges that any breach of this
Section 10 may cause a Portfolio irreparable harm for which monetary damages would be inadequate. Accordingly, the Portfolio will be entitled to seek injunctive or other equitable relief to remedy any threatened or actual breach of this
Section 10 by Transfer Agent, as well as monetary damages.
|
15
|
10.5
|
No Publicity. No party hereto will announce or disclose the existence of this Agreement, or its contents
to any third party without the prior written consent of the other or except as may be required by law, in which case the party required to make such a disclosure will give the other party the maximum feasible prior notice of such disclosure.
|
12.
|
TERMINATION OF AGREEMENT
|
|
12.1
|
Termination for Convenience. This Agreement may be terminated by either party, without cause, upon
ninety (90) days written notice to the other.
|
|
12.2
|
Bankruptcy. Either party hereto may terminate this Agreement by notice to the other party, immediately
or effective at any time specified therein, in the event that (a) the other party ceases to carry on its business or (b) an action is commenced by or against the other party under Title 11 of the United States Code or a receiver,
conservator or similar officer is appointed for the other party and such suit, conservatorship or receivership is not discharged within thirty (30) days.
|
|
12.3
|
Cessation of Operations. The Trust may, in its discretion, terminate this Agreement as to one or more
Portfolios by providing not less than 60 days prior written notice to Transfer Agent in the event that such Portfolio ceases, or such Portfolios cease, operating as and under the name or names, respectively, appearing (at the time of notice) on
Schedule A to this Agreement for any reason, which may (but need not) be in connection with a merger, reorganization, transfer or liquidation of assets, stock exchange delisting or other extraordinary
event. Notwithstanding any other provision of this Agreement: upon termination of this Agreement as to a Portfolio under this Section 12.3, the Administrator on behalf of such Portfolio shall pay to the Transfer Agent such compensation
(including any applicable fees) and any reimbursable expenses as may be due and undisputed under the terms hereof to the date of such termination, including reasonable
out-of-pocket expenses associated with such termination; and no other compensation, fees, charges or expenses will be assessed or will accrue with respect to
said Portfolio after said termination.
|
|
12.4
|
Out of Pocket Expenses. All
out-of-pocket expenses associated with the movement of records and material will be borne by the Trust on behalf of the applicable Portfolio(s).
|
|
12.5
|
Proprietary Information and Portfolio Confidential Information. Upon termination of this Agreement, each
party shall return to the other party all copies of Proprietary Information or Portfolio Confidential Information received from
|
16
|
such other party hereunder, if any, other than materials or information required to be retained by such party under applicable laws or regulations.
|
13.
|
ADDITIONAL PORTFOLIOS
|
In the event that the Trust establishes one or more series of Shares in addition to the Portfolios listed on the attached Schedule A,
with respect to which the Administrator on behalf of the Trust desires to have the Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer Agent in writing; and, if the Transfer Agent agrees in
writing to provide such services, then each such series of Shares shall become a Portfolio hereunder, and Schedule A shall thereupon be amended to add the name of each such new Portfolio.
|
14.1
|
Except as provided in Section 15 below, neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the written consent of the other party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or responsibility under this Agreement. Notwithstanding the foregoing, either party may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of all or
substantially all of its assets. In the event Transfer Agent makes such assignment, the Administrator on behalf of the Trust may terminate this Agreement on written notice to Transfer Agent.
|
|
14.2
|
Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to
give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Administrator on behalf of the Trust and the Portfolios, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole
and exclusive benefit of the Transfer Agent and the Administrator on behalf of the Trust and the Portfolios. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns.
|
|
14.3
|
This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent
and the Administrator or the Trust. Other than as provided in Section 15, neither party shall make any commitments with third parties that are binding on the other party without the other partys prior written consent.
|
The Transfer Agent may, without further consent on the part of the Administrator, subcontract for the performance hereof with (i) Boston
Financial Data Services, Inc., a Massachusetts corporation (BFDS) which is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the 1934 Act (Section 17A(c)(2)), (ii) a BFDS subsidiary duly
registered as a transfer agent pursuant to Section 17A(c)(2), (iii) a BFDS affiliate duly registered as a
17
transfer agent or (iv) other affiliated or unaffiliated third party duly registered as a transfer agent pursuant to Section 17A(c)(2); provided, however, that the Transfer Agent shall
remain liable to the Administrator for the acts and omissions of any subcontractor under this Section as it is for its own acts and omissions under this Agreement and shall ensure all such entities comply with all relevant terms of this Agreement.
|
16.1
|
Amendment. This Agreement may be amended or modified by a written agreement executed by both parties.
|
|
16.2
|
Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts without regard to the conflict of laws provisions thereof.
|
|
16.3
|
Force Majeure. In the event either party is unable to perform its obligations under the terms of this
Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting
from such failure to perform or otherwise from such causes.
|
|
16.4
|
Consequential Damages. Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder.
|
|
16.5
|
Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and
confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.
|
|
16.6
|
Severability. If any provision or provisions of this Agreement shall be held invalid, unlawful, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
|
|
16.7
|
Priorities Clause. In the event of any conflict, discrepancy or ambiguity between the terms and
conditions contained in this Agreement and any schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.
|
|
16.8
|
Waiver. No waiver by either party or any breach or default of any of the covenants or conditions herein
contained and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition.
|
|
16.9
|
Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and
supersedes any prior agreement with respect to the subject matter hereof whether oral or written.
|
18
|
16.10
|
Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and
all of said counterparts taken together shall be deemed to constitute one and the same instrument.
|
|
16.11
|
Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto
may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.
|
|
16.12
|
Notices. All notices and other communications as required or permitted hereunder shall be in writing and
sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.
|
|
(a)
|
If to Transfer Agent, to:
|
State Street Bank and Trust Company
200 Clarendon Street, 16th Floor
Boston, Massachusetts 02116
Attention: Sheila McClorey, Transfer Agent Vice President
Telephone: (617) 937-6912
Facsimile: (617) 937-8139
With a copy to:
State Street
Bank and Trust Company
2 Avenue de Lafayette, 2nd Floor (LCC/2)
Boston, MA 02206-5049
Attn:
Mary Moran Zeven, Esq.
Telephone: (617) 662-1783
Facsimile: (617) 662-2702
Schwab Strategic Trust
101
Montgomery Street
San Francisco, California 94104
Attention: George M. Pereira
Telephone: (415) 636-3300
Telecopy: (415) 667-3800
With a copy to:
Koji E.
Felton, Esq.
19
101 Montgomery Street
San Francisco, California 94104
Telephone: 415-636-3461
Telecopy: 415-667-3440
|
(c)
|
If to the Administrator, to:
|
Charles Schwab Investment Management, Inc.
211 Main Street
San Francisco,
CA 94105
Attn: Legal Department
Telephone: (415) 667-7000
Facsimile: (415) 667-1962
[Remainder of Page Intentionally Left Blank]
20
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names
and on their behalf by and through their duly authorized officers, as of the day and year first above written.
|
|
|
|
|
STATE STREET BANK AND TRUST COMPANY
|
|
|
By:
|
|
/s/ Joseph C. Antonellis
|
|
|
|
|
|
Name:
|
|
Joseph C. Antonellis
|
|
|
|
|
|
Title:
|
|
Vice Chairman
|
|
SCHWAB STRATEGIC TRUST
|
|
|
By:
|
|
/s/ George M. Pereira
|
|
|
|
|
|
Name:
|
|
George M. Pereira
|
|
|
|
|
|
Title:
|
|
CFO & Treasurer
|
|
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC., in its capacity as the Administrator of Schwab Strategic Trust
|
|
|
By:
|
|
/s/ Randy Merk
|
|
|
|
|
|
Name:
|
|
Randy Merk
|
|
|
|
|
|
Title:
|
|
EVP & President, Investment Management Services
|
|
CHARLES SCHWAB CORPORATION
|
|
|
By:
|
|
/s/ Joseph Martinetto
|
|
|
|
|
|
Name:
|
|
Joseph Martinetto
|
|
|
Title:
|
|
EVP Finance & Risk Management
|
21
Schedule A
LIST OF PORTFOLIOS
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
22
Schedule B
Customer Information Security Requirements
1. Customer Information. Customer Information shall mean: (A) The following personal
identifying information, however collected or received: (i) an individuals name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license
number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a persons account or (ii) any
combination of the foregoing that would allow a person to log onto or access an individuals account; (B) any nonpublic personal information as defined under the Gramm-Leach-Bliley Act of 1999 (GLBA); and
(C) any information identifiable to an individual subject to any privacy and security laws applicable Transfer Agents possession of Customer Information in connection with the Agreement, including GLBA (collectively,
Applicable Privacy Laws). Customer Information, as used in the Agreement, shall only refer to information relating to a Portfolio or the Trust, provided by the Administrator, a Portfolio or the Trust to the Transfer Agent, in
connection with the services provided under the Agreement.
2. In the course of providing services under
the Agreement, the Administrator acknowledges and agrees, on behalf of the Trust and the Portfolios, that no Portfolio intends to provide Customer Information to the Transfer Agent. The Transfer Agent agrees to treat all information which a
reasonable person could determine from the facts and circumstances to constitute Customer Information as such in accordance with the terms of this Schedule B. Transfer Agent acknowledges that any Customer Information that may be disclosed hereunder
is disclosed for the specific purpose of performing the activities contemplated by the Agreement. Transfer Agent agrees that, with respect to Customer Information, it will comply with Applicable Privacy Laws. With respect to Customer Information,
Transfer Agent will use the same degree of care as it exercises to protect information regarding its own individual customers, but no less than the level of care required by Applicable Privacy Laws.
3. Transfer Agent represents and warrants that at all times during and after the termination of the Agreement
for so long as it retains possession of Customer Information it shall use, handle, collect, maintain, and safeguard Customer Information in accordance with (i) the requirements of the Agreement and (ii) Applicable Privacy Laws. Transfer
Agent acknowledges that it alone is responsible for understanding and complying with its obligations under Applicable Privacy Laws. In the event any unauthorized disclosure of the Customer Information in the possession of the Transfer Agent or its
agents requires notification to an individual under Applicable Privacy Laws, Transfer Agent shall notify Portfolio in order to discuss the content, timing, process and costs associated with such notification to the extent practicable unless
prohibited by law. Transfer Agent may destroy or return to the Administrator all Customer Information in its possession as soon as possible following termination of the Agreement; prior to any destruction, Transfer Agent shall notify Administrator
of its intent to destroy the information and reasonably cooperate with Administrator in providing any copies of the information as may be required by Administrator.
23
4. Transfer Agent shall comply with the provisions of this
Schedule B or similar requirements in all material respects. In addition, Transfer Agent will maintain and enforce safety and physical security procedures with respect to its access and maintenance of Customer Information that are (a) at least
equal to financial industry standards for such types of locations, and (b) which provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or
access of Customer Information and all other data owned by Portfolio and accessible by Transfer Agent under the Agreement. Without limiting the generality of the foregoing, Transfer Agent will take reasonable measures to secure and defend its
location and equipment against hackers and others who may seek, without authorization, to modify or access Transfer Agent systems or the information found therein without the consent of Portfolio. Transfer Agent will periodically test
its systems for potential areas where security could be breached. Transfer Agent will report to Portfolio any breaches of security or unauthorized access to Transfer Agents systems relating to Customer Information that Transfer Agent detects
or has knowledge of unless such notification is prohibited by law which report will be made by Transfer Agent promptly following Transfer Agents confirmation as to the occurrence, scope and circumstances of an actual breach or unauthorized
access. Transfer Agent will pursue such confirmation promptly following its becoming aware of such occurrence. Transfer Agent will use diligent efforts to remedy such breach of security or unauthorized access in a timely manner and deliver to
Portfolio a root cause assessment and future incident mitigation plan with regard to any breach of security or unauthorized access affecting Customer Information.
5. Storage of Customer Information. All Customer Information must be stored in a physically and logically
secure environment that is designed to protect it from unauthorized access, modification, theft, misuse and destruction. In addition to the general standards set forth above, Transfer Agent will maintain what Transfer Agent believes to be an
adequate level of physical security controls over its facility including, but not limited to, appropriate alarm systems, fire suppression, access controls (including off-hour controls) which may include
visitor access procedures, security guard force, video surveillance, and staff egress searches. Further, Transfer Agent will maintain what Transfer Agent believes to be an adequate level of data security controls, which may include, but is not
limited to, logical access controls including user sign-on identification and authentication, data access controls (e.g., password protection of your applications, data files and libraries), accountability
tracking, anti-virus software, secured printers, restricted download to disk capability and provision for system backup.
6. Information Security Procedures
These procedures are in addition to the requirements of the Agreement and present a minimum standard only. However, it is Transfer
Agents sole obligation to (i) implement appropriate measures to secure its systems and data, including Portfolio Confidential Information, internal and external threats and risks; and (ii) continuously review and revise those
measures to address ongoing threats and risks. Failure to comply with the minimum standards set forth in this Schedule will constitute a material, non-curable breach of the Agreement by Transfer Agent,
entitling the Trust, in addition to and cumulative of all other remedies available to it at law, in equity, or under the Agreement, to immediately terminate the Agreement. Unless specifically defined in this Schedule, capitalized terms shall have
the meanings set forth in the Agreement.
24
Security Policy. Transfer Agent shall establish and maintain a formal,
documented, mandated, company-wide information security program, including security policies, standards and procedures (collectively Information Security Policy). The Information Security Policy will be communicated to all
Transfer Agent personnel and contractors in a relevant, accessible, and understandable form and will be regularly reviewed and evaluated to ensure its operational effectiveness, compliance with all applicable laws and regulations, and to address new
threats and risks.
Personnel and Transfer Agent Protections. Transfer Agent shall screen all personnel contacting
Portfolio Confidential Information, including Customer Information for potential security risks and require all employees, contractors, and subcontractors to acknowledge an appropriate written
confidentiality/non-disclosure agreement. All agreements with third parties involving access to Transfer Agents systems and data used to service the Portfolio, including all outsourcing arrangements and
maintenance and support agreements (including facilities maintenance), shall address security risks, controls, and procedures for information systems. Transfer Agent shall supply each of its personnel and contractors with appropriate, ongoing
training regarding information security procedures, risks, and threats. Transfer Agent shall have an established set of procedures to ensure personnel and contractors promptly report actual breaches of security.
Removable Media. Except in the context of Transfer Agents routine back-ups, appropriately
encrypted data, or as otherwise specifically authorized by Portfolio in writing, Transfer Agent has instituted a policy against transfer of Customer Information to any form of Removable Media,. For purposes of this Schedule, Removable
Media means portable or removable hard disks, floppy disks, USB memory drives, zip disks, optical disks, CDs, DVDs, digital film, memory cards (e.g., Secure Digital (SD), Memory Sticks (MS), CompactFlash (CF), SmartMedia (SM), MultiMediaCard
(MMC), and xD-Picture Card (xD)), magnetic tape, and all other removable data storage media.
Data Control; Media Disposal and Servicing. Customer Information (i) may only be made available and accessible to
those parties explicitly authorized under the Agreement or as otherwise agreed expressly by Portfolio in writing; (ii) if transferred across the Internet, any wireless network (e.g., cellular, 802.11x, or similar technology), or other
public or shared networks, must be protected using appropriate cryptography as designated or approved by Portfolio in writing; and (iii) if transferred using Removable Media (as defined herein) must be sent via a bonded courier or protected
using cryptography. The foregoing requirements shall apply to back-up data, other than that stored on back-up tapes, stored by Transfer Agent at off-site facilities.
Hardware Return. [SSBT comment: Hardware must be
defined] Upon termination or expiration of the Agreement or at any time upon Portfolios request, Transfer Agent will return all hardware, if any, provided by Portfolio containing Customer Information to Portfolio. The Customer Information
shall not be removed or altered in any way. The hardware should be physically sealed and returned via a bonded courier or as otherwise directed by Portfolio.
25
Physical and Environmental Security. Transfer Agent facilities that
process Portfolio Confidential Information will be housed in secure areas and protected by perimeter security such as barrier access controls (e.g., the use of guards and entry badges) that provide a physically secure environment from unauthorized
access, damage, and interference.
Communications and Operational Management. Transfer Agent shall (i) monitor
and manage all of its information processing facilities, including, without limitation, implementing operational procedures, change management and incident response procedures; and (ii) deploy adequate anti-viral software and adequate back-up facilities designed to ensure essential business information can be promptly recovered in the event of a disaster or media failure; and (iii) ensure its operating procedures will be adequately
documented and designed to protect information, computer media, and data from theft and unauthorized access.
Access
Control. Transfer Agent shall implement formal procedures to control access to its systems, services, and data, including, but not limited to, user account management procedures and the following controls:
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Network access to both internal and external networked services shall be controlled, including, but not
limited to, the use of properly configured firewalls;
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Systems tools will be used to enforce access controls to computer resources including, but not limited to,
authentication, authorization, and event logging where technically feasible;
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Applications will include access control to limit user access to information and application system functions;
and
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Systems will be monitored for suspicious activity. Transfer Agent shall record, review and act upon all events
deemed appropriate by the Transfer Agent.
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26
October 3, 2019
State Street Bank and Trust Company
100 Summer Street
Floor 7, Mailstop SUM0704
Boston, MA 02110
Attention: A. Elizabeth Howard, Vice President and Managing Counsel
RE: Schwab Strategic Trust (the Trust)
Ladies and Gentlemen:
Reference is made to the Transfer Agency
and Service Agreement between us, dated as of October 8, 2009 (the Agreement). Pursuant to the Agreement, this letter is to provide notice of the creation of the following additional Portfolios, as defined in the Agreement:
Schwab 1-5 Year Corporate Bond ETF
Schwab 5-10 Year Corporate Bond ETF
Schwab Long-Term U.S. Treasury ETF
In accordance with the Additional Portfolios provision of Section 13 of the Agreement, we request that you act as Transfer Agent with respect to the
additional Portfolio. A current Appendix A to the Agreement is attached hereto. In connection with such request, the undersigned, on behalf of the Trust and the additional Portfolio, hereby confirms to you, as of the date hereof, the representations
and warranties set forth in Section 4 of the Agreement.
Please indicate your acceptance of the foregoing by executing two copies of this letter,
returning one to the Trust and retaining one copy for your records.
[Signature page follows]
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CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
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By:
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/s/ Brett H. Wander
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Name: Brett H. Wander
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Title: SVP
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Accepted:
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STATE STREET BANK AND TRUST COMPANY
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By:
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/s/ Andrew Erickson
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Name: Andrew Erickson
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Title: Executive Vice President
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APPENDIX A
LIST OF PORTFOLIOS
As
of October 3, 2019
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
Schwab
1-5 Year Corporate Bond ETF
Schwab 5-10 Year Corporate Bond ETF
Schwab Long-Term U.S. Treasury ETF
October 3, 2019
State Street Bank and Trust Company
100 Summer Street,
Floor 7,
Mailstop SUM0704
Boston, MA 02110
Attention A. Elizabeth Howard, Vice President and Managing Counsel
RE: Schwab Strategic Trust (the Trust)
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 the creation of
the following additional Schwab ETF, as defined in the Amendment to the Agreement dated as of October 8, 2009 (the Amendment):
Schwab 1-5 Year Corporate Bond ETF
Schwab 5-10 Year Corporate Bond ETF
Schwab Long-Term U.S. Treasury ETF
In accordance with Section 3 of the Amendment, we request that you act as Accounting Agent with respect to the Schwab 1000 Index ETF. A
current Appendix A to the Agreement and Appendix B to the Amendment are attached hereto. In connection with such request, the Trust, on behalf of each of the Schwab 1-5 Year Corporate Bond ETF, Schwab 5-10 Year Corporate Bond ETF, and Schwab Long-Term U.S. Treasury ETF, hereby confirms to you, as of the date hereof, the representations and warranties set forth in Section 4(b) of the Agreement.
Please indicate your acceptance of the foregoing by executing two copies of this letter, returning one to us and retaining one copy for your
records.
[Signature page follows]
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SCHWAB STRATEGIC TRUST
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By:
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/s/ Brett H. Wander
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Name: Brett H. Wander
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Title: SVP
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Accepted:
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STATE STREET BANK AND TRUST COMPANY
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By:
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/s/ Andrew Erickson
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Name: Andrew Erickson
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Title: Executive Vice President
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APPENDIX A
TO
MASTER FUND
ACCOUNTING AND SERVICES AGREEMENT
As of October 3, 2019
MANAGEMENT INVESTMENT COMPANIES AND PORTFOLIOS THEREOF, IF ANY
THE CHARLES SCHWAB FAMILY OF FUNDS
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 Treasury Obligations Money Fund
Schwab Variable Share
Price Money Fund
Schwab Retirement Government Money Fund
SCHWAB INVESTMENTS
Schwab 1000 Index Fund
Schwab Tax-Free Bond Fund
Schwab California Tax-Free Bond Fund
Schwab Treasury Inflation Protected Securities Index Fund
Schwab
Global Real Estate Fund
Schwab U.S. Aggregate Bond Index Fund
Schwab Short-Term Bond Index Fund
SCHWAB CAPITAL TRUST
Schwab International Index Fund
Schwab Small-Cap Index Fund
Schwab MarketTrack Growth Portfolio
Schwab MarketTrack Balanced Portfolio
Schwab MarketTrack
Conservative Portfolio
Schwab MarketTrack All Equity Portfolio
Schwab S&P 500 Index Fund
Schwab Dividend Equity Fund
Schwab Small-Cap Equity Fund
Schwab Large-Cap Growth Fund
Schwab Total Stock Market Index Fund
Schwab Health Care Fund
Schwab Target 2010 Fund
Schwab Target 2015 Fund
Schwab Target 2020 Fund
Schwab Target 2025 Fund
Schwab Target 2030 Fund
Schwab Target 2035 Fund
Schwab Target 2040 Fund
Schwab Target 2045 Fund
Schwab Target 2050 Fund
Schwab Target 2055 Fund
Schwab Target 2060 Fund
Schwab Target 2015 Index Fund
Schwab Target 2020 Index Fund
Schwab Target 2025 Index Fund
Schwab Target 2030 Index Fund
Schwab Target 2035 Index Fund
Schwab Target 2040 Index Fund
Schwab Target 2045 Index Fund
Schwab Target 2050 Index Fund
Schwab Target 2055 Index Fund
Schwab Target 2060 Index Fund
Schwab Core Equity Fund
Schwab Hedged Equity Fund
Laudus International MarketMasters Fund
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 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
Schwab
1-5 Year Corporate Bond ETF
Schwab 5-10 Year Corporate Bond ETF
Schwab Long-Term U.S. Treasury ETF
APPENDIX B
TO AMENDMENT TO
MASTER
FUND ACCOUNTING AND SERVICES AGREEMENT
As of October 3, 2019
List of Schwab ETFs
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
Schwab
1-5 Year Corporate Bond ETF
Schwab 5-10 Year Corporate Bond ETF
Schwab Long-Term U.S. Treasury ETF
October 3, 2019
State Street Bank and Trust Company
100 Summer Street
Floor 7, Mailstop SUM0704
Boston, MA 02110
Attention: A. Elizabeth Howard, Vice President and Managing Counsel
RE:
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Charles Schwab Investment Management, Inc.
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Ladies and Gentlemen:
Reference is made to the Sub-Administration Agreement between us dated as of October 1, 2005, as
amended and supplemented (the Agreement). Pursuant to the Agreement, this letter is to provide notice of:
(1)
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creation of Schwab 1-5 Year Corporate Bond ETF, Schwab 5-10 Year Corporate Bond ETF, and Schwab Long-Term U.S. Treasury ETF
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In accordance
with the Section 1 of the Agreement, we request that you act as Sub-Administrator with respect to the each of the noted ETFs. A revised Appendix A to the Agreement and a revised Annex I to the Amendment
dated June 29, 2018 are attached hereto. In connection with such request, we confirm to you, as of the date hereof, the representations and warranties set forth in Section 4 of the Agreement.
Please indicate your acceptance of the foregoing by executing two copies of this letter, returning one to us and retaining one copy for your
records.
[Signature page follows]
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CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
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By:
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/s/ Brett H. Wander
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Name:
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Brett H. Wander
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Title:
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SVP
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Accepted:
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STATE STREET BANK AND TRUST COMPANY
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By:
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/s/ Andrew Erickson
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Name:
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Andrew Erickson
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Title:
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Executive Vice President
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APPENDIX A
(Effective October 3, 2019)
TO
SUB-ADMINISTRATION AGREEMENT
Listing of Investment Funds
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 2040 Fund
Schwab Target 2030 Fund
Schwab Target 2020 Fund
Schwab Target 2010 Fund
Schwab Core Equity Fund
Schwab Hedged Equity Fund
Schwab Balanced Fund
Laudus International MarketMasters Fund
Schwab Fundamental US Large Company Index Fund
Schwab
Fundamental US Small 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
Target 2015 Fund
Schwab Target 2025 Fund
Schwab Target 2035
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 Target 2045 Fund
Schwab Target 2050 Fund
Schwab Target 2055 Fund
Schwab Target 2060 Fund
Schwab Fundamental Global Real Estate 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 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 S&P 500 Portfolio
Schwab Government Money Market Portfolio
Schwab VIT
Balanced Portfolio
Schwab VIT Balanced with Growth Portfolio
Schwab VIT Growth Portfolio
THE CHARLES SCHWAB FAMILY OF
FUNDS
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 Treasury Obligations Money Fund
Schwab Variable Share Price Money Fund
Schwab Retirement
Government Money Fund
SCHWAB INVESTMENTS
Schwab
Treasury Inflation Protected Securities Index Fund
Schwab 1000 Index Fund
Schwab California Tax Free Bond Fund
Schwab Tax-Free Bond Fund
Schwab Global Real Estate Fund
Schwab U.S. Aggregate Bond Index Fund
Schwab Short-Term Bond
Index Fund
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
Schwab 1-5 Year Corporate Bond ETF
Schwab 5-10 Year Corporate Bond ETF
Schwab Long-Term U.S. Treasury ETF
ANNEX I
(effective as of October 3, 2019)
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
Further to the Amendment dated as of June 29, 2018, to the Sub-Administration
Agreement dated as of October 1, 2005, between Charles Schwab Investment Management, Inc. (the Administrator) and State Street Bank and Trust Company (the Sub-Administrator), the
Administrator and the Sub-Administrator mutually agree to update this Annex 1 by adding/removing Investment Funds as applicable:
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N-PORT Services
and Quarterly Portfolio of Investments Services
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Service Type
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Schwab Capital Trust
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Standard N-PORT Reporting Solution (Data and Filing)
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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 2040 Fund
Schwab Target 2030 Fund
Schwab Target 2020 Fund
Schwab Target 2010 Fund
Schwab Core Equity Fund
Schwab Hedged Equity Fund
Schwab Balanced Fund
Laudus International MarketMasters Fund
Schwab Fundamental US Large Company Index Fund
Schwab Fundamental US Small 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 Target 2010 Index Fund
Schwab Target 2015 Fund
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Standard
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Schwab Target 2025 Fund
Schwab Target 2035 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 Target 2045 Fund
Schwab Target 2050 Fund
Schwab Target 2055 Fund
Schwab Target 2060 Fund
Schwab Fundamental Global Real Estate 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 U.S. Large-Cap Growth Index Fund
Schwab U.S. Large-Cap Value Index Fund
Schwab U.S. Mid-Cap Index Fund
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Schwab Annuity Portfolios
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Standard N-PORT
Reporting Solution (Data
and Filing)
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Schwab S&P 500 Index Portfolio
Schwab VIT Balanced Portfolio
Schwab VIT Balanced with Growth Portfolio
Schwab VIT Growth Portfolio
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Standard
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Schwab Investments
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Standard N-PORT
Reporting Solution (Data
and Filing)
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Schwab Treasury Inflation Protected Securities
Index Fund
Schwab 1000 Index Fund
Schwab California Tax-Free Bond Fund
Schwab Tax-Free Bond Fund
Schwab Global Real Estate Fund
Schwab U.S. Aggregate Bond Index Fund
Schwab Short-Term Bond Index Fund
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Standard
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Schwab Strategic Trust
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Standard N-PORT Reporting Solution (Data and
Filing)
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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
Schwab 1-5 Year Corporate Bond ETF
Schwab 5-10 Year Corporate Bond ETF
Schwab Long-Term U.S. Treasury ETF
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Standard
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N-CEN SERVICES
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Schwab Capital Trust
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Schwab Annuity Portfolios
All Investment Funds receiving N-PORT Services, and Schwab Government Money
Market Portfolio
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The Charles Schwab Family of Funds
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Schwab Investments
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Schwab Strategic Trust
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1900 K Street, NW
Washington, DC 20006
+1 202 261 3300
Main
+1 202 261 3333 Fax
www.dechert.com
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December 18, 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. 118 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. 120 to the Registration Statement under the Investment Company Act of 1940, as amended. We have examined such governmental and corporate certificates and records as we deemed necessary to render this opinion and we are familiar with the
Trusts Amended and Restated Agreement and Declaration of Trust and its By-Laws, each as amended to date.
Based upon the foregoing, we are of the opinion that the shares proposed to be sold pursuant to the Registration Statement,
when paid for as contemplated in the Registration Statement, will be legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the U.S.
Securities and Exchange Commission, and to the use of our name in the Trusts Registration Statement to be dated on or about December 18, 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 October 17, 2019, relating to the financial statements and financial highlights, which appear in Schwab Emerging Markets Equity ETF, Schwab International Equity ETF, Schwab International
Small-Cap Equity ETF, Schwab U.S. Broad Market ETF, Schwab U.S. Dividend Equity ETF, Schwab U.S. Large-Cap ETF, Schwab U.S.
Large-Cap Growth ETF, Schwab U.S. Large-Cap Value ETF, Schwab U.S. Mid-Cap ETF, Schwab 1000 Index ETF and Schwab U.S. Small-Cap ETFs Annual Reports on Form N-CSR for the year ended August 31, 2019. 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
December 12, 2019